Schroder Japan Trust plc
|
Annual Report and Financial Statements 2025
Annual Report and Financial Statements
for the year ended 31 July 2025
Schroder Japan Trust plc
Job No: 101776 Proof Event: 20 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 20 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Schroder Japan Trust plc
The Investment Objective of the Company is set out on page 23. For details on the Companys Investment Policy please see the KID.
This report includes the investment policy which you should read in conjunction with the KID before investing; these are also available
on our Schroders website.
Past performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as well as up and investors may not get back the amounts originally
invested. Exchange rate changes may cause the value of investments to fall as well as rise. Performance data does not take into
account any commissions and costs, if any, charged when units or shares of any fund, as applicable, are issued and redeemed. Relevant
risks as associated with this Company are shown on page 89 and should be carefully considered before making any investment.
Investment objective
The principal investment objective of Schroder Japan Trust plc (the “Company”) is
to achieve capital growth from an actively managed portfolio principally comprising
securities listed on the Japanese stock markets, with the aim of achieving returns in
excess of the Tokyo Stock Price Index Total Return in sterling over the longer term.
Why invest in the Company?
A supportive macroeconomic environment
Japan is experiencing encouraging economic conditions. Reinvestment of
higher profits through wage increases is driving sustainable economic progress.
Governance reforms are improving returns and growth prospects in Japan’s
corporate landscape.
A disciplined and differentiated approach
Masaki Taketsume, portfolio manager, has crafted a successful and distinctive
investment approach by identifying mispriced stocks. SJG should appeal to
income-seeking investors with an aim to pay a dividend of 4% of net asset
value annually.
The time for active managers to shine
This represents an exciting environment for active, high conviction stock pickers.
By focusing the portfolio towards undervalued businesses with strong growth
prospects and the potential to improve returns, Masaki is confident in the
opportunity ahead.
Please see page 23 for the investment policy.
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Contents
Section 1: Overview
Performance Summary 4
Ten-Year Financial Record 5
Chairman’s Statement 6
Section 2: Investment Managers Review
Investment Managers’ Report 10
Investment Portfolio 14
Investment Approach and Process 16
Section 3: Strategic Report
The Company 22
Stakeholder Engagement – Section 172 Report 26
Risk Report 30
Conclusion 32
Section 4: Governance
Board of Directors 36
Directors’ Report 38
Audit and Risk Committee Report 42
Management Engagement Committee Report 45
Nomination Committee Report 46
Directors’ Remuneration Report 48
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements 52
Section 5: Financials
Independent Auditors Report 56
Income Statement 61
Statement of Changes in Equity 62
Statement of Financial Position 63
Notes to the Financial Statements 64
Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 80
Notice of Annual General Meeting 81
Explanatory Notes to the Notice of Meeting 83
Alternative Performance Measures and Glossary 85
Information about the Company 87
Risk Disclosures 89
Shinkansen bullet train
passes in front of Mount Fuji
This is not a sustainable product for the purposes of the Financial Conduct Authority (FCA) rules. References to the
consideration of sustainability factors and environmental, social and governance (ESG) integration should not be
construed as a representation that the Company seeks to achieve any particular sustainability outcome.
1
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Kiyomizu-dera temple
and Kyoto city.
Section 1: Overview
2
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Overview
Performance Summary 4
Ten-Year Financial Record 5
Chairman’s Statement 6
3
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Ongoing charges*
0.92%
Year ended 2024: 0.95%
Share price discount
to NAV per share*
12.9%
Year ended 2024: 11.0%
Share price total return*
+5.6%
Year ended 2024: +16.1%
Net revenue return
after taxation
£8.02m
Year ended 2024: £6.56m
Gearing*
2
13.4%
Year ended 2024: 14.8%
Share price
260.00p
Year ended 2024: 266.00p
Net Asset Value (NAV) per
share total return
*
+6.8%
Year ended 2024: +21.0%
Revenue return per share
6.91p
Year ended 2024: 5.53p
Benchmark
1
+4.8%
Year ended 2024: +16.4%
Performance Summary
At 31 July 2025
* Some of the financial measures below are classified as Alternative Performance Measures, as defined by the European Securities and
Markets Authority and are indicated with an asterisk (*). Definitions of these performance measures, and other terms used in this
report, are given on pages 85 and 86, together with supporting calculations where appropriate.
1
Now named Tokyo Stock Price Index Total Return, previously known as TSE First Section Total Return Index (the “Benchmark”).
2
Gearing represents the percentage by which a portfolio’s market exposure exceeds its net assets, expressed as a percentage of
net assets.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
4
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Ten-Year Financial Record
Definitions of terms and performance measures are given on pages 85 and 86.
At 31 July 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total assets (£’000)
1
270,783 310,493 333,130 318,944 279,365 323,180 318,321 336,950 365,019 350,305
Shareholders’ funds (£’000) 226,688 269,304 292,268 273,812 236,128 283,859 281,429 302,460 350,888 344,577
NAV per share* (pence) 181.34 215.43 233.80 219.04 189.24 232.4 230.68 252.25 298.88 298.35
Share price (pence) 162.00 195.00 212.00 190.50 161.50 210.00 202.00 234.00 266.00 260.00
Share price discount to NAV per share* (%) 10.7 9.5 9.3 13.0 14.7 9.6 12.4 7.2 11.0 12.9
Gearing* (%)
2
12.1 11.2 11.7 12.3 13.3 10.4 11.1 9.5 14.8 13.4
For the year ended 31 July 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Net revenue return after taxation (£'000) 3,898 4,522 5,106 5,994 6,252 5,401 6,073 6,563 6,565 8,020
Revenue return per share (pence) 3.12 3.62 4.08 4.79 5.00 4.38 4.97 5.41 5.53 6.91
Dividend per share (pence) 2.80 3.50 4.00 4.70 4.90 4.30 4.90 5.40 10.81 11.43
Ongoing charges* (%)
3
1.11 1.00 1.00 1.03 0.92 0.89 0.92 0.94 0.95 0.92
Performance
4
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
NAV total return (%)* 8.2 20.4 10.2 -4.6 -11.7 25.7 1.0 11.7 21.0 6.8
Share price total return (%)* 3.4 22.4 10.6 -8.4 -13.1 33.7 -2.0 18.7 16.1 5.6
Benchmark (%)
5
15.7 16.8 9.7 1.0 -6.1 18.0 -1.9 9.4 16.4 4.8
1
Net assets plus borrowings used for investment purposes.
2
Prior to 2024 the gearing was calculated as borrowings less cash, expressed as a percentage of net assets. Since the introduction of contracts for difference in
2024, the calculation has been based on total portfolio exposure expressed as a percentage of net assets.
3
Ongoing charges represents the management fee and all other operating expenses excluding finance costs and transaction costs, expressed as a percentage
of the average daily net asset values during the year.
4
Source: Morningstar/Thomson Reuters.
5
The Company’s Benchmark is the Tokyo Stock Price Index Total Return Index in sterling terms.
*
Alternative performance measures.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 31 July 2015.
10 Year NAV, share price and benchmark total returns to 31 July 2025
50
100
150
200
250
31 July 2015
31 July 2016
31 July 2017
31 July 2018
31 July 2019
31 July 2020
31 July 2021
31 July 2022
31 July 2023
31 July 2024
31 July 2025
NAV Total Return
Share Price Total Return
Benchmark
Section 1: Overview
5
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Chairmans Statement
Performance
I am pleased to report that for the year under review, the
Companys net asset vale per share total return increased by
6.8%, outperforming its Benchmark (TOPIX Total Return Index)
which rose by 4.8%. The Company’s share price produced a total
return of 5.6%, and the average discount to NAV during the
period was 11.7%.
Performance was driven by a combination of factors, including
the portfolio’s emphasis on undervalued companies benefiting
from structural change, and its exposure to small and mid-
sized businesses – a segment of the market where valuations
continue to look compelling and where governance reforms are
increasingly taking hold.
Importantly, the Investment Manager has demonstrated a
consistent and methodical approach, aligning the portfolio
to take advantage of evolving market conditions. This has
now delivered five years of returns ahead of the Company’s
Benchmark. Additional insights into the Companys investment
approach and portfolio developments over the year can be found
in the Investment Managers Review starting on page 10.
Enhanced dividend policy
Following the adoption of an enhanced dividend policy, the
Company has over the last year paid out 4% of its average NAV.
Dividends are now declared quarterly based on the trailing
12-month average NAV and the Board will continue with this
approach. The shares of the Company had, as at 31 July 2025, a
dividend yield of 4.40% which was significantly higher than any
other Japanese investment trust.
Discount management
The Companys discount at the start of the period was 11% and
ended at 12.9%. The Company's three-year average discount was
11.1%, and the one-year average discount was 11.7% during that
period.
The Board exercised its buy-back authority to acquire 1,905,024
shares to be held in treasury, at an average discount of 12.3%.
Conditional tender offer
The Company announced a new conditional tender offer
mechanism in June 2024. Under this arrangement, if the
Investment Manager fails to deliver at least Benchmark
performance over the five years from 31 July 2024, a tender offer
for 25% of issued share capital at NAV less costs will be proposed.
The Investment Manager outperformed the Benchmark during
the financial year.
Gearing
Throughout the period, the Investment Manager actively geared
the portfolio by using contracts for difference (“CFDs”) . The
gearing level was 14.8% at the start of the period and ended at
13.4%. The Investment Manager typically targets a gearing range
of between 10% and 17.5%. Gearing had a positive effect on
performance during the year. The Company’s gearing continues
to operate within its pre-agreed limit of 25% of net asset value.
Board changes
Angus Macpherson has informed the Board of his intention to
step down in July 2026, which will be during his seventh year of
tenure since joining the Board in February 2020. On behalf of the
Board, I would like to thank Angus for his significant contributions
and dedicated service to the Company.
Full biographical details of Board members can be found on
pages 36 and 37.
Outlook
The current environment is particularly well suited to active stock
pickers, and, given the Investment Managers disciplined and
proven approach, we are confident in the opportunity that lies
ahead for the Companys shareholders.
“Masaki Taketsume has now
managed the Company’s portfolio
for six years and during this period
has outperformed the Company’s
Benchmark by an impressive 17.02%”
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
6
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
We continue to believe that Japan offers one of the most
compelling long-term investment opportunities globally.
Several developments – including the deepening of corporate
governance reforms, rising wages and increased business
investment – are combining to support a more resilient and
self-sustaining domestic economy. These positive changes are
helping companies grow profits, improve returns and become
more valuable over time, even as financial markets grapple with
heightened global uncertainty.
Much of this uncertainty stems from recent political
developments in the US, prompting many investors to reassess
their exposure to US equities. Japan stands out as a potential
beneficiary of this rotation, as investors seek regions with greater
valuation support and improving fundamentals. As global interest
builds and domestic demand for equities increases – supported
by initiatives such as the government’s new NISA scheme – the
outlook for Japan’s stock market remains bright.
Masaki Taketsume, supported by his team of experienced Tokyo-
based research analysts, has now managed the Company’s
portfolio for six years and during this period the cumulative fair
value NAV has outperformed the Company’s Benchmark by an
impressive 17.02%.
Company awards
I am pleased to confirm that the Company has been shortlisted
for the following upcoming awards:
Nominated in the Single Country (Developed Markets) Category
at the Investment Week's Investment Company of the Year
Awards; and
Nominated in the Japanese Equities Category at Citywire's
Investment Trust Awards.
AGM and shareholder engagement
The Companys Annual General Meeting (“AGM”) will be held on
Monday, 1 December 2025 at 1.00pm at 1 London Wall Place,
London EC2Y 5AU.
We invite shareholders to join us in person for the Company’s
AGM, to hear from the Investment Manager. Their presentation
will be followed by a question-and-answer session. Sake and light
refreshments will be available after the meeting.
Shareholders wishing to follow the AGM proceedings but
choosing not to attend in person, will be able to view proceedings
live and ask questions (but not vote) through conferencing
software. Details on how to register, together with access
details, will be available shortly on the Companys website:
www.schroders.com/japantrust, or by contacting the Company
Secretary at: amcompanysecretary@schroders.com.
For shareholders who are unable to attend the AGM or those that
are joining electronically, it is strongly encouraged to submit their
proxy votes in advance of the meeting, so they are registered and
recorded at the AGM. Proxy votes can be lodged in advance of
the AGM either by post or electronically. Detailed instructions are
included in the Notes to the Notice of Annual General Meeting on
pages 83 and 84.
Ahead of the AGM there will also be a separate webinar
on Tuesday, 14 October 2025 at 9.00am and shareholders
are encouraged to sign up on the Company's website
to hear from the Investment Manager and ask
questions. Shareholders can also sign up using this link:
https://www.schroders.events/SJGFY25.
Keeping in touch
For regular news about the trust, shareholders are encouraged
to sign up to receive communications either on the Company's
webpage or by scanning the QR code on this page. Shareholders
are also encouraged to follow the Manager’s Investment Trust
updates via LinkedIn.
Philip Kay
Chairman
7 October 2025
Section 1: Overview
7
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Yokkaichi city and Nagoya city
from the top of Komono Fuji.
Section 2: Investment Manager’s Review
8
Schroder Japan Trust plc Annual Report and Financial Statements 2025
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Section 2: Investment Manager’s Review
Investment Managers’ Report 10
Investment Portfolio 14
Investment Approach and Process 16
9
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Investment Manager’s Review
Our investment approach
We believe the Japanese equity market ultimately acts efficiently in
reflecting the intrinsic value of companies. In the short to medium
term, however, considerable inefficiencies are frequently evident
in individual stocks. These inefficiencies provide repeatable
opportunities to identify and invest in undervalued stocks, with
the aim of delivering a better return than the market as a whole
on a rolling three-to-five year view.
Our investment resource is entirely devoted to this aim, focusing
on individual company fundamentals to understand the true
worth of a stock and investing in a portfolio of 60-70 of the
highest conviction ideas. These then tend to be held for the long
term, with value being realised as the market gradually reflects
their true value more efficiently.
Portfolio holdings tend to fall into three categories of inefficiency:
1. Market misperception – companies with self-improving
credentials, with management initiatives to sustainably
enhance operational performance, being under-appreciated
by other investors.
2. Market oversight – undervalued companies, especially
among small and mid-caps where research coverage is less
widespread, with strong and defendable business franchises
in niche product areas.
3. Short-term overreaction – ideas arising from abrupt but
transitory events which push valuations of quality companies
temporarily to unsustainably low levels.
Outside these three categories, the balance of the portfolio
represents “best in class” stocks with reasonable valuations. The
weighting given to each of these segments evolves over time,
but a reasonable exposure to each category ensures a good
level of diversification for the portfolio as a whole. Meanwhile,
the approach tends to result in a bias towards value stocks
1
and
smaller companies, as well as an overall focus on quality.
The portfolio tends to exhibit a high “active share”, which means
that its constituents deviate significantly from the benchmark
index. We aim to control the gearing (financial leverage) in
the range between 10% and 17.5%, allowing shareholders to
potentially benefit even more as the inefficiencies we have
identified become more appropriately priced by the market.
Managers review
The Japanese stock market performed strongly during the period
under review and ended the year very close to its all-time high.
Returns for UK investors were somewhat undermined by yen
weakness, but performance in sterling terms was still positive.
For the financial year to 31 July 2025, the Companys net
asset value per share total return increased by 6.8%, while its
benchmark, the TOPIX Total Return Index, rose by 4.8%. Over
three years, the Company has now returned 13.0% on an
annualised basis, which compares favourably to the 10.1% return
from the index.
Recent performance drivers
After several decades of disappointing returns, the Japanese equity
market’s recent strong momentum continued during the period
under review. Domestic economic conditions remained relatively
resilient, despite a more challenging global backdrop. A sustained
shift away from the era of deflation now appears firmly under
way, with inflation holding at positive levels and wage growth
broadening out to include smaller companies as well as large.
Business investment has trended higher as companies adapt to
structural labour shortages and pursue efficiency gains, while
exports also contributed positively, despite rising trade tensions.
Meanwhile, corporate governance reforms continue to gather
pace. The drive to improve the performance of Japanese
companies is clearly working, as reflected in greater capital
efficiency, as well as higher dividends and share buybacks.
Increasingly, the focus is on merger and acquisition activity
1
The term “value stocks” refers to shares that appear to trade at a lower price than justified by company fundamentals, such as dividends, earnings, sales and book value.
“The Japanese equity market
continues to provide one of the
most attractive opportunities
to be found anywhere in the
world, particularly for long-term
investors”
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
10
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(M&A) to dissolve cross-shareholdings – long seen as a source of
inefficiency and conflicting interests – and to consolidate listed
subsidiaries, often referred to as the “parent-child” issue. Further
reform progress has attracted increased interest from the global
investment community, at a time when many asset allocators are
considering reducing exposure to the US.
This shift in global investor preferences has unfolded against
a backdrop of heightened uncertainty in financial markets,
including Japan, driven by the Trump administration’s trade
policies and the introduction of “reciprocal” tariffs. While these
developments unsettled markets in the second half of the period,
progress in US trade negotiations and resilience across major
economies helped ease fears of a tariff-driven recession.
Within the market, value stocks outperformed growth stocks,
which supported the Companys returns given our portfolio’s
value bias. Outperformance of smaller companies against larger
peers also provided a tailwind. In addition, gearing contributed
positively on top of strong stock-specific performances.
The surge of global interest in generative artificial intelligence (AI)
continued during the period, proving particularly beneficial for
Japanese companies involved with the AI infrastructure supply
chain. We have maintained exposure to AI through market
misperception stocks, as we believe their ability to capture
the AI-driven growth opportunity is not yet fully reflected in
valuations.
For example, Fujikura, a leading manufacturer of the advanced
optical connectors and cables deployed in AI datacentres,
performed well as investors began to better recognise its
dominant market position. Meanwhile, Hitachi, a large cap
industrial conglomerate, also delivered strong returns as growing
investment in AI infrastructure highlighted the growth potential
of its power grid business.
The evolution of corporate governance reforms also contributed
positively to performance during the period. Efforts to enhance
shareholder returns – through share buybacks and dividend
hikes – are increasingly spreading to smaller companies, as well
as large. In particular, the portfolio’s holdings in construction
companies such as Sanki Engineering and Nippon Densetsu
Kogyo performed well, supported by more favourable
shareholder return policies. We view both companies as market
oversight opportunities, and their strong positions within
specialised market niches give them the potential to sustain –
and indeed further improve – shareholder returns.
As the focus of reforms has shifted towards improving returns
through capital reallocation, our holding in NEC Networks
and System Integration was acquired at a premium by its
parent, NEC Corporation, as part of a groupwide restructuring.
This transaction also contributed positively to the portfolio’s
performance.
By contrast, some of our holdings in cyclical sectors such as
semiconductors and chemicals suffered short-term weakness due
to a slowdown in end market demand. For example, our market
misperception holdings in semiconductor maker Rohm and
chemicals company Mitsui Chemical, both underperformed after
posting disappointing results. We have since sold the position in
Mitsui Chemical. However, we have retained the holding in Rohm,
where we see scope for a near-term recovery driven by a cyclical
rebound in demand and management’s restructuring efforts to
reduce costs. With a price-to-book ratio of less than 1x, Rohm’s
valuation also remains appealing.
Meanwhile, our lack of exposure to large cap stocks such as
Mitsubishi Heavy Industries, Sony and Nintendo, also detracted.
These stocks performed well as obvious ways for investors to
gain exposure to popular “themes” such as defence spending
increases and gaming / intellectual property growth. The portfolio
has exposure to these themes through more compellingly valued
small and mid-sized businesses.
Attribution – stock selection
Top 5 contributors and detractors
12 months to 31 July 2025
Top 5 contributors
Portfolio
weight
Benchmark
weight
Portfolio
return
Benchmark
return
Total
effect
Fujikura 3.0% 0.2% 236% 234% 3.2%
Sanki Engineering 1.9% 0.0% 93% 92% 1.2%
Hitachi 5.7% 2.5% 41% 39% 1.0%
Daiichi Sankyo 0.0% 1.0% 0% -40% 0.6%
Shin Etsu Chemical 0.0% 1.2% 0% -36% 0.6%
Top 5 detractors
Portfolio
weight
Benchmark
weight
Portfolio
return
Benchmark
return
Total
effect
Mitsubishi Heavy
Industries
0.0% 1.1% 0% 94% -0.7%
Sony Group 0.0% 2.9% 0% 33% -0.7%
Nintendo 0.0% 1.6% 0% 49% -0.6%
Mitsubishi UFJ
Financial Group
0.0% 2.9% 0% 21% -0.5%
Mitsui Chemicals 1.2% 0.1% -28% -22% -0.4%
Portfolio strategy
We continue to find an abundance of undervalued opportunities,
many of which look primed for better performance through
corporate governance reforms. These are typically classified
within the portfolio as market misperception stocks, which
is currently the biggest category, accounting for almost 40% of
assets. This includes companies such as Hitachi, Asahi Group
Holdings and LY Corporation, where we see the prospect of
sustainable improvements in returns from management efforts
that are not yet fully reflected in valuations.
In the case of Asahi Group Holdings, Japan’s largest beer maker,
we also foresee ongoing improvements in its product mix
towards high-margin, premium beers and non-alcoholic beers,
supported by its leading position in key markets such as Eastern
Europe and Australia as well as Japan, which should contribute
to a more stable and attractive earnings profile. We believe this
to be a classic market misperception opportunity, as these
improving fundamentals have not yet been fully reflected in the
share price.
11
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Section 2: Investment Manager’s Review
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Almost 30% of the portfolio is in market oversights, such
as Sanki Engineering, Niterra and Aica Kogyo, where we find
highly competitive small and mid-sized businesses trading at a
significant discount to their large cap and global peers.
Sanki Engineering is a specialist provider of electrical engineering
works, including air-conditioning and electric wiring for building
and industrial plants. It has benefited from a shortage of skilled
labour across the industry, successfully raising prices and gaining
market share at the expense of even smaller competitors that are
struggling to retain talent. This has supported strong earnings
growth, alongside improvements in shareholder remuneration.
Nevertheless, its shares trade at an unwarranted discount due to
its small/mid-cap status in the Japanese equity market.
Around 10% of the portfolio is invested in short-term
overreactions, including leading industrial boiler company Miura
and the food packaging specialist FP Corporation. We believe
these businesses have been unduly penalised by the market,
despite benefiting from powerful long-term structural drivers. FP
Corporation is one of the largest food packaging companies in
Japan with a strong reputation for quality, especially in recycled
products such as food trays. It is well placed to increase market
share in grocery and convenience stores, which are seeing
growing demand for pre-prepared meals as well as a drive
towards better sustainability practices. Despite these structural
tailwinds, the companys valuation has come under pressure
during a period of rising raw material costs. We believe these
cost pressures will ultimately be passed on to customers through
higher prices and have therefore viewed the recent share price
weakness as a buying opportunity.
The remaining portfolio is invested in what we consider to be
best-in-class operators, such as Sumitomo Mitsui Financial, ORIX
and NTT.
From a sector perspective, this positioning results in a bias
towards Chemicals, Construction, Services and Insurance. As is
typical, the portfolio also has a tilt towards value stocks and is well
exposed to smaller domestic companies, where valuations look
particularly attractive given the improving economic backdrop
in Japan.
Portfolio activity
We initiated a position in Fanuc, a leading global provider of
industrial robots and computerised control systems, as a new
market misperception idea. Our investment thesis is based
on the companys strong market position in the US robotics
market, where we expect stronger growth and improved profit
margins. Combined with signs of stabilising fixed costs and better
investor communications, we view the current valuation as overly
conservative given the companys improving fundamentals.
Mizuho Financial, one of Japan’s largest banking groups, was
also added to the portfolio as a market misperception stock.
We expect its management team to improve business controls
and enhance shareholder returns through the resumption of
a share buyback program. Compared to peers like Mitsubishi
UFJ Financial and Sumitomo Mitsui Financial, Mizuho’s valuation
has lagged, but we see strong potential for this gap to close as
governance standards improve.
In terms of disposals, we sold out of several positions including
Amada, Nichias, Mitsui Chemicals, Rheon Automatic Machinery,
Yamaha Motor and AGC, mainly due to weaker-than-expected
earnings progress. We used the proceeds to build positions in
opportunities in which we have increasing confidence, such as
those outlined above.
Outlook
We believe that the Japanese equity market continues to provide
long-term investors with one of the most attractive opportunities
to be found anywhere in the world. Several developments that
are unique to Japan should combine to support sustained
corporate earnings growth and increasing valuation multiples in
the years ahead, even in the environment of greater uncertainty
that prevails following recent US political developments.
At the heart of this positive investment thesis lies the ongoing
roll-out and deepening of Japan’s corporate governance reforms.
These are now reaching well beyond large-cap companies to
smaller peers, as well as expanding in scope – from improving
shareholder returns via dividend increases and share buybacks,
to optimising capital allocation through M&A, including the
dissolution of cross shareholdings and the full consolidation of
listed subsidiaries. Together, these efforts are driving improved
profitability, returns and capital efficiency across broader swathes
of the Japanese stock market. After years of investor apathy, they
are also helping to reignite global interest in Japanese equities.
Meanwhile, Japan’s domestic economy shows encouraging signs
of structural improvement. Rising wages, increased business
investment and sustained positive inflation suggest that a
virtuous economic cycle may finally be taking hold, marking a
departure from the deflationary pressures that have defined
much of the last three decades. These developments are helping
to create a more resilient and self-sustaining economic backdrop,
with internal demand playing a greater role than at any point in
recent history.
As always, there are of course risks to consider. Although the
return of inflation is a positive development for investors, it is
creating problems for Japanese households. In particular, rising
food prices have become politically sensitive, contributing to a
decline in public support for the ruling Liberal Democratic Party
(LDP). This discontent was brought into sharp focus in Japan’s
Upper House elections in July. For the first time since 1955, the
LDP no longer holds a majority in either chamber of Japan’s
parliament. This marks a significant moment in Japanese politics
and introduces a degree of political uncertainty.
From the perspective of monetary policy, the Bank of Japan (BOJ)
is poised to continue the process of “normalisation” through
a series of interest rate increases. Care is needed, however,
to ensure the pace of change appropriately reflects Japan’s
improving economic fundamentals while maintaining the
confidence of financial markets.
Externally, there are obvious uncertainties surrounding US
trade policies and their implications for exports. While recent
trade agreements have eased fears of the worst-case scenarios
for global trade, overall tariff levels remain high compared to
recent history. Their full impact on global growth and Japanese
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corporate earnings is yet to be fully realised. However, the Federal
Reserve (Fed) has scope to reduce US interest rates and looks
focused on achieving a soft economic landing, which should
provide support for the global economy. Assuming the Fed is able
to deliver a benign outcome and given the solid fundamentals of
the domestic economy, we expect to see continued resilience in
Japanese company earnings this fiscal year and next.
From a valuation viewpoint, the overall Japanese stock market
does not look stretched. There is, however, a significant valuation
disparity evident within the market, which suggests that active
stock pickers could be well rewarded in the years ahead. Small
and mid-sized companies generally look more appealing, with
greater valuation anomalies evident, given the lack of research
coverage in this part of the market. Meanwhile, the prospect of
further structural improvements to returns through corporate
governance reforms provides confidence for a further re-rating
of Japanese equity market valuations, especially from those
companies that are taking a proactive approach to improving
their performance.
To conclude, there are many reasons to believe that we may have
entered a period of sustained outperformance from the Japanese
stock market. Domestic demand for equities is building steadily,
fuelled by rising wages and supportive initiatives such as the new
NISA (Nippon Individual Savings Account) tax-free investment
scheme. Global investors are also taking notice, with inflows
accelerating as Japan’s structural improvements and economic
progress become better understood. Indeed, this comes at a
time when many investors are considering reducing exposure
to the US, given the introduction of so much policy uncertainty
in recent months. In this light, Japanese equities offer a rare
combination of value, growth, resilience and diversification.
All of this makes it an exciting time to be investing in Japan. We
believe the Japanese market as a whole will perform well in the
years ahead, in both absolute and relative terms. Given the
abundance of valuation anomalies, the opportunity for active,
high-conviction stock pickers looks even more compelling. With
a disciplined investment approach and a strong long-term
track record, we believe the portfolio is well placed to deliver
additional value for investors through astute stock picking, and
are confident that we can fully capture the opportunity that lies
ahead on behalf of the Companys shareholders.
Schroder Investment Management Limited
7 October 2025
Section 2: Investment Manager’s Review
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Investment Portfolio
As at 31 July 2025
Fair value Portfolio Exposure
£’000 £’000 %
1
Electrical Appliances
Hitachi (shares and long CFD) 11,980 22,323 5.7
Fanuc 6,775 6,775 1.7
TDK 6,708 6,708 1.7
Ricoh 4,381 4,381 1.1
Ibiden 4,366 4,366 1.1
Kohoku Kogyo 3,945 3,945 1.0
Nihon Kohden 3,808 3,808 1.0
Megachips 3,308 3,308 0.8
Rohm 1,616 1,616 0.4
Total Electrical Appliances 46,887 57,230 14.5
Information and Communication
Nippon Telegraph and Telephone
(shares and long CFD)
3,455 7,785 2.0
LY Corporation 7,443 7,443 1.9
Nomura Research Institute 5,660 5,660 1.5
Internet Initiative Japan 5,077 5,077 1.3
WingArc1st 4,804 4,804 1.2
Otsuka 2,691 2,691 0.7
Total Information and
Communication
29,130 33,460 8.6
Banks
Sumitomo Mitsui Financial (shares
and long CFD)
7,746 15,036 3.8
Mizuho Financial (shares and long
CFD)
5,500 10,008 2.6
Concordia Financial 7,412 7,412 1.9
Total Banks 20,658 32,456 8.3
Chemicals
Aica Kogyo 7,089 7,089 1.8
FP Corporation 5,824 5,824 1.4
Nippon Soda 5,279 5,279 1.3
NOF 4,989 4,989 1.3
Kuraray 4,496 4,496 1.2
Zacros 2,897 2,897 0.7
Total Chemicals 30,574 30,574 7.7
Construction
Sanki Engineering 7,439 7,439 1.9
Mitsubishi Electric 6,880 6,880 1.8
Infroneer 6,326 6,326 1.7
Nippon Densetsu Kogyo 5,363 5,363 1.4
Sumitomo Forest 2,409 2,409 0.6
Total Construction 28,417 28,417 7.4
Fair value Portfolio Exposure
£’000 £’000 %
1
Services
Recruit Holdings (shares and long
CFD)
4,919 10,894 2.8
Japan Post 6,109 6,109 1.6
Kyoritsu Maintenance 5,158 5,158 1.3
Daiei Kankyo 4,744 4,744 1.2
CTI Engineering 1,471 1,471 0.4
Total Services 22,401 28,376 7.3
Machinery
Miura 7,110 7,110 1.8
Hosokawa Micron 6,131 6,131 1.6
Disco 5,419 5,419 1.4
Galilei 4,351 4,351 1.1
Tazmo 2,356 2,356 0.6
Teikoku Piston Rings 1,387 1,387 0.4
Total Machinery 26,754 26,754 6.9
Insurance
Tokio Marine (shares and long CFD) 6,234 11,724 3.0
T&D Holdings 9,336 9,336 2.4
Total Insurance 15,570 21,060 5.4
Transportation Equipment
Toyota Motor (shares and long CFD) 1,370 14,590 3.7
Suzuki Motor 3,667 3,667 0.9
Toyota Industries 2,680 2,680 0.7
Total Transportation Equipment 7,717 20,937 5.3
Wholesale trade
Mitsui & Co. (shares and contract for
difference)
2,050 6,775 1.7
Marubeni 5,511 5,511 1.4
Doshisha 4,315 4,315 1.1
Total Wholesale Trade 11,876 16,601 4.2
Foods
Asahi Breweries 9,463 9,463 2.4
Nichirei 5,676 5,676 1.5
Total Foods 15,139 15,139 3.9
Retail Trade
Yaoko 4,642 4,642 1.2
Nippon Gas 3,838 3,838 1.0
Isetan 3,365 3,365 0.9
Total Retail Trade 11,845 11,845 3.1
Stocks in bold are the 20 largest investments, which by portfolio exposure account for 50.6% (31 July 2024: 52.5%) of total investments.
The Portfolio Exposure column indicates the impact on market price movements resulting from the ownership of shares and derivative
instruments. The Fair Value column represents the true value of the portfolio, which is reflected on the Balance Sheet. In the case of
holding a Contract for Difference (CFD), the Fair Value reflects the profit or loss generated by the contract since its inception, based on
the movement of the underlying share price. However, when the Company solely holds shares, both the Fair Value and the Portfolio
Exposure align.
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Section 2: Investment Manager’s Review
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Fair value Portfolio Exposure
£’000 £’000 %
1
Nonferrous Metal
Fujikura 11,721 11,721 3.0
Total Nonferrous Metal 11,721 11,721 3.0
Real Estate
Mitsui Fudosan 6,956 6,956 1.8
Park24 3,609 3,609 0.9
Total Real Estate 10,565 10,565 2.7
Iron & Steel
Nippon Steel 6,683 6,683 1.7
JX Advanced Metals 3,772 3,772 1.0
Total Iron & Steel 10,455 10,455 2.7
Other Financing Business
Orix 9,150 9,150 2.3
Total Other Financing Business 9,150 9,150 2.3
Pharmaceutical
Takeda Pharmaceutical (shares and
long CFD)
3,964 7,759 2.0
Total Pharmaceutical 3,964 7,759 2.0
Fair value Portfolio Exposure
£’000 £’000 %
1
Glass & Ceramics Products
Niterra 7,605 7,605 2.0
Total Glass & Ceramics Products 7,605 7,605 2.0
Rubber Products
Yokohama Rubber 4,162 4,162 1.1
Total Rubber Products 4,162 4,162 1.1
Precision Instruments
Rigaku 2,999 2,999 0.8
Nifco 506 506 0.1
Total Precision Instruments 3,505 3,505 0.9
Securities
Integral 2,846 2,846 0.7
Total Securities 2,846 2,846 0.7
Total investments and
financial derivative instruments -
portfolio exposure
390,617 100.0
Total investments and financial
derivative instruments - fair value
330,941
1
Portfolio exposure is expressed as a percentage of total investments and financial derivative instruments.
Section 2: Investment Manager’s Review
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Investment Approach and Process
Investment
Investment process – an overview
The Managers Japanese equity investment philosophy is based
on the belief that a competitive advantage can be gained from in-
house research which should translate into superior investment
performance through disciplined portfolio construction.
The research focuses on long-term value creation and strength of
franchise, targeting undervalued companies where the long-term
growth prospects are not fully priced in. The Manager prefers
companies that can generate and sustain above average returns
on their capital, and also looks for opportunities in turnaround
situations where companies can improve returns from depressed
levels.
The Manager uses a disciplined approach to managing the
portfolio. It has a repeatable process that starts with research
and portfolio construction and is supported by ongoing
monitoring and portfolio control. The research is based on an
extensive programme of company meetings, over 2,400 each
year.
The portfolio manager is Masaki Taketsume, who has been part
of Schroders since 2007.
Disciplined and repeatable
approach
Management of the portfolio is “bottom-up” and long-term: the
screening process begins with fundamental company analysis
rather than shorter-term macroeconomic impacts like changes in
exchange rates. Given the long-term approach, portfolio turnover
tends to be low. A stock will not be bought unless the Manager
has met the management of the company concerned. Risk
monitoring tools check that the bottom-up approach is on track.
Fundamental research
Comprehensive and detailed research is the key driver of our
process and we have Tokyo-based analysts who are dedicated to
researching Japanese companies. As a result of their experience,
our analysts have an exceptional knowledge of the Japanese
market and the companies within it. It is this knowledge base,
paired with the dedication of our analysts, which truly adds
value to our bottom-up approach to stock selection. Company
meetings are integral to our research process and we will not
purchase a stock unless we have met the management of the
company concerned.
Our analysts use Schroders’ proprietary company valuation
model (CVM) to generate three-year earnings and cash flow
forecasts, and a range of valuation measures. The analysts are
also required to score each company on five qualitative criteria
illustrated below. The total of this score determines the premium
or discount we give the stock relative to the market, and is used
to determine a fair value.
We take account of non-financial factors as part of stock
evaluation and valuation process. Environmental, social and
governance (ESG) issues are integrated into our qualitative
assessment on the companies, which determines valuation
discounts and premium levels. These ‘risks’ are addressed with
company management and management’s failure to improve
will be treated as a significant discount factor in our fair value
analysis.
Comprehensive
research
coverage of both
large and small
cap stocks
Monitored &
researched
researched
Companies
graded 1-4
Analysts’
recommendations
Investment
meeting
Exchange of views
Portfolio
construction
Strongest stock ideas
Portfolio control
& monitoring
Schroders’
risk management
risk management
Stock selection Portfolio construction and risk management
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The process for establishing our Fair Value for each stock focuses on the broad factors circled below:
Behind those broad factors are a range of specific criteria which analysts explicitly score within the Fair Value model. Specific
sustainability factors and ESG criteria are included within the broader categories of “Management” and “Shareholders Value”, detailed
below:
Analysts are responsible for assigning the scores to each
component within the Fair Value model, reflecting their
understanding of best practice within particular industries. To do
this, analysts will draw on internal and external ESG information
so they can form an opinion and assign an overall score to the
stock which will be discussed and challenged during subsequent
discussion within the broader team, including investment
managers. This approach ensures our process is robust and
consistent across sectors.
Portfolio construction
Portfolio construction for the Company is then the responsibility
of the investment manager. His focus is on the highest conviction
stock ideas within the context of an appropriate risk management
framework, while also setting, in conjunction with the Board, the
gearing of the portfolio.
The portfolio focuses on stocks in which the investment manager
has a high conviction. The portfolio’s current composition reflects
a structured approach to identifying and capitalizing on distinct
categories of investment opportunities. A substantial portion is
allocated to assets classified as “market misperception,” which
represent companies where the potential for management-
led operational improvements has not yet been adequately
recognized in prevailing market valuations. Another significant
allocation is directed toward “market oversight” holdings. These
typically consist of competitive small and mid-sized enterprises
that trade at a discount relative to their larger peers, despite
benefiting from favorable industry dynamics. Their undervaluation
is often attributable to limited market visibility due to their size.
A smaller segment of the portfolio is invested in companies
affected by “short-term market overreactions.” These positions
are predicated on the expectation that temporary valuation
pressures will subside, allowing the underlying long-term
structural growth drivers to reassert themselves. The remaining
investments are concentrated in entities regarded as best-in-class
operators, selected for their consistent performance and robust
fundamentals. These holdings then tend to be held for the long
term, with value being realised as the market gradually reflects
their true value more efficiently.
Fair Value
EPS (FY3)
Analysts’ earnings forecasts
Market PER
(FY3)
Qualitative analysis
Premium/discount
Net cash adjustment Profit cycle adjustment
Quality ranking criteria
Growth
Quality of earnings
Financial strength
Management
Shareholder focus
Growth Quality of Earnings Balance Sheet Management Shareholders Value
Valuation Premium/Discount driven by qualitative analysis
Growth Quality of Earnings Balance Sheet Management Shareholders Value
Valuation Premium/Discount driven by qualitative analysis
Growth Quality of Earnings Balance Sheet Management Shareholders Value
Valuation Premium/Discount driven by qualitative analysis
Growth Quality of Earnings Balance Sheet Management Shareholders Value
Valuation Premium/Discount driven by qualitative analysis
Growth Quality of Earnings Balance Sheet Management Shareholders Value
Valuation Premium/Discount driven by qualitative analysis
3-year-profit-growth
after FY3
Relative growth to
market average
Balance Sheet Environment & Social
Management & Strategy
Track record of
Management
Scoring including ESG evaluation
Transparency &
sufficiency in disclosure
to Investors
Corporate Governance
Financial policy -
Shareholder return,
Efficient allocation of
capital
Accuracy of earnings
expectation and volatility
of earnings
Transparency of
accounting, integrity of
reported earnings
Regulation risk
Proportion of recurring
earnings
Dependency on major
customers/suppliers
Section 2: Investment Manager’s Review
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An important part of the portfolio construction process is regular
meetings to debate and receive peer group challenge. These
meetings provide a forum to discuss and debate investment
views and strategy, together with stock positions and stock ideas,
and importantly, serve to ensure vigorous debate.
Responsible investment and the
Company’s approach to ESG factors
The Company delegates responsibility for considering ESG
factors in investment decisions to its Manager. The Company’s
ESG approach also relies on a bottom-up approach, relying
on internal research and company meetings conducted by
Schroders’ analysts in Tokyo. The investment views are based
on a long-term assessment of quality, with a focus on the
sustainability of a companys business model. In the evolving
Japanese equity market, identifying early signs of positive change
and understanding strengths, weaknesses, and changes in ESG
areas, particularly governance, strengthens the investment team’s
understanding of companies and informs investment decisions.
ESG analysis is enhanced through the use of Schroders’
proprietary models – SustainEx and Context. SustainEx calculates
a monetary value of the environmental and social externalities
that companies create, which is important to understand because
of the risk that these externalities may become internalised over
time due to factors like regulation and changes in consumer
behaviour. Context provides a systematic framework for analysing
the quality of a companys relationship with its most material
stakeholders. Schroders believes that companies with strong ESG
management are more likely to perform better. It complies with
the UK Stewardship Code and provides regular reporting on its
policy implementation to the Board.
The Board also expects the Manager to engage with investee
companies, exercise voting rights, and promote responsible
practices. Schroders has a long history of engagement and
active ownership and it has engaged with companies on ESG
related matters for over 15 years. As active investors, Schroders
considers active ownership to be a key channel of influence
on management teams so that more sustainable practices are
properly considered in managing the companies.
Proxy votes are largely aligned with the Managers corporate
governance policy. The Manager’s integration of ESG, policy, and
engagement details can be found within Schroders’ Group-wide
Sustainable Investment Policy https://mybrand.schroders.com/
m/6197143c263420f5/original/Schroders-Group-Sustainable-
Investment-Policy.pdf
The Company’s stewardship
Schroders’ Japanese equity team is committed to local
stewardship activities in Japan and, in demonstration of this,
we have been signatories to the Japanese Stewardship Code
since 2014. In 2015 we established our Stewardship Committee,
chaired by Kazuhiro Toyoda and includes four further members
from our team in Tokyo. The purpose of the Committee is to
engage with companies on their ESG activities with the aim of
encouraging best practice and influencing change over time.
The Stewardship Committee maintains a Focus List of
engagement stocks, in consultation with the broader investment
team. There are currently 19 companies on the Focus List and a
further 13 companies have been removed from the list during the
lifetime of the Committee.
The prospects for improvement in these engagement stocks,
within a stated timeframe, are judged against the ESG/Context
analysis that is integrated into the research output for other
positions. The process is designed to ensure that our resources
are focussed on positions with the greatest potential for positive
impact within our portfolios. The relevant analyst will attend the
engagement meetings, ensuring that there is feedback within
the process, which enables a robust debate on prioritisation, time
horizon and themes for engagement.
In addition to the Focus List engagement, the team initiated
the programme of Climate Engagement upon the group wide
initiatives under the Engagement Blueprint published in February
2022. The team started with 33 Japanese companies in 2022
and have been discussing with company management on their
climate policy and its disclosures. In 2024, we narrowed down
the list to 15 companies and continue to engage with them
periodically to advocate Schroders’ approach and expectation
and shared our view on their climate disclosure and we aim to
identify areas for improvement for individual companies based on
our research output.
The Stewardship Committee members are also responsible for
all proxy voting and the Committee will discuss any contentious
items. We are also in regular contact with the proxy voting team
in London, which is responsible for voting for the Company,
to ensure that our views are aligned and that we are sending
consistent messages to companies. All records are disclosed in
Japan locally and globally.
Engagement case studies
We share below two examples of engagements we have carried
out with investee company management under our Stewardship
responsibilities.
NIPPON DENSETSU KOGYO is a construction company engaged
in the railway electrical, general electrical, and information and
communication businesses.
We have been engaging with Nippon Densetsu to improve
asset efficiency and return on capital, particularly through a
higher dividend payout and share buybacks. Although the mid-
term management plan announced in 2024 fell short of our
expectations, the company demonstrated notable improvements
in 2025.
In our June 2025 meeting with the CEO, we observed a stronger
commitment to achieving a ROE of 8% or more by streamlining
the overcapitalised balance sheet. The company has raised its
dividend payout ratio to a minimum of 40%, and the CEO noted
that additional improvements could be explored in the next
mid-term plan. Management also outlined plans to accelerate the
unwinding of cross-shareholdings, now targeting a 70% reduction
by March 2030 compared with March 2024 levels. This represents
a significant step-up from the initial plan, which aimed for a 50%
reduction by March 2032. Proceeds will be partly allocated to
shareholder returns, likely through a continued share buyback
programme.
Combined with revenue growth and operating margin
improvements, these initiatives should support the company in
achieving its Return on Equity (ROE) target. This in turn could
drive a re-rating of the price to book ratio toward 1x. Importantly,
the shift in management’s attitude toward shareholder
returns further strengthens our conviction in the company’s
trajectory, reflecting the constructive outcomes of our ongoing
engagement.
TOYOTA INDUSTRIES is a Toyota Motor affiliate auto parts maker
and a leading manufacturer of forklifts and material handling
systems.
We met with the company twice in 2025, in May (prior to
the AGM) and June (after the AGM). At the May meeting, our
discussions centred on the shareholder proposals and the
companys information management framework in relation to the
takeover bid (TOB). We regarded the shareholder proposals as
broadly reasonable in light of the company’s ownership structure
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Section 2: Investment Manager’s Review
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and the need to protect minority shareholder interests. At the
same time, we raised concerns about the handling of the TOB,
as details had been reported in the media before any formal
disclosure by the company.
The June meeting was held shortly after the company announced
its plan to delist. Here, we again highlighted our concerns over
the premature leakage of detailed information to the media
and questioned the adequacy of the companys information
management practices.
Given the significant share price volatility that followed, which
potentially negatively impacted minority shareholders, we
continue to evaluate our approach and next steps regarding
this matter.
Section 2: Investment Manager’s Review
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Tokyo Metropolitan
Expressway.
Section 3: Strategic Report
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Section 3: Strategic Report
The Company 22
Stakeholder Engagement – Section 172 Report 26
Risk Report 30
Conclusion 33
21
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Section 3: Strategic Report
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Purpose, values and culture
The Companys purpose is to create long-term shareholder
value, in line with the investment objective.
The Companys culture is driven by its values: transparency,
engagement and rigour, with collegial behaviour and
constructive, robust challenge. The values are all centred on
achieving returns for shareholders in line with the Company’s
investment objective. The Board also sets out the effective
management or mitigation of the risks faced by the Company
and, to the extent it does not conflict with the investment
objective, aims to structure the Company’s operations with regard
to all its stakeholders and take account of the impact of the
Companys operations on the environment and community.
As the Company has no employees and acts through its service
providers, its culture is represented by the values and behaviour
of the Board and third parties to which it delegates. The Board
aims to fulfill the Companys investment objective by encouraging
a culture of constructive challenge with all key suppliers and
openness with all stakeholders. The Board is responsible for
embedding the Companys culture in its operations and does so
by actively monitoring third parties on an ongoing basis.
Business model
The Board has appointed Schroder Unit Trusts Limited (the
“Manager”), to implement the investment strategy and to manage
the Companys assets in line with the appropriate restrictions
placed on it by the Board, including limits on the type and relative
size of holdings which may be held in the portfolio and on the
use of gearing, cash, derivatives and other financial instruments
as appropriate. The terms of the appointment of the Manager,
and the delegation by the Manager of investment management
services to Schroder Investment Management Limited (“SIM” or
the “Investment Manager”), are described more completely in
the Directors’ Report. The Manager also promotes the Company
using its sales and marketing teams. The Board and Manager
work together to deliver the Companys investment objective, as
demonstrated in the diagram below.
The Company
Set objectives, strategy
and key performance
indicators (KPIs)
Appoints the Manager
and other service
providers to achieve
objectives
The Investment Manager
implements the investment
strategy by following an
investment process
Supported by strong
research and risk
environment
Regular reporting and
interaction with the Board
The Board is focused on ensuring that:
the Company remains attractive to
investors
the fees and ongoing charges
remain competitive
Marketing, PR and sales
capability of the Manager
Support from the
corporate broker with
secondary market
intervention to support
discount/premium
management
Portfolio and risk
management
Achievement of KPIs
Use of gearing
Discount/premium and
liquidity management
through share issuance
and repurchase
SHAREHOLDER
VALUE
Board
PromotionInvestment
OversightStrategy
Competitiveness
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Investment trust status
The Company carries on business as an investment trust. Its
shares are listed and admitted to trading on the main market
of the London Stock Exchange. It has been approved by HM
Revenue & Customs as an investment trust in accordance with
section 1158 of the Corporation Tax Act 2010, by way of a one-off
application and it is intended that the Company will continue to
conduct its affairs in a manner which will enable it to retain this
status.
The Company is domiciled in the UK and is an investment
company within the meaning of section 833 of the Companies
Act 2006. The Company is not a “close” company for taxation
purposes.
Continuation vote
It is not intended that the Company should have a limited life
but the Directors consider it desirable that the shareholders
should have the opportunity to review the future of the Company
at appropriate intervals. Accordingly, the Articles of Association
contain provisions requiring the Directors to put a proposal for
the continuation of the Company to shareholders at five yearly
intervals. The next continuation vote will be proposed at the
2029 AGM. In June 2024, the Board announced its proposal for
a new conditional tender offer mechanism. In the event that the
Investment Manager does not deliver performance at least in line
with the Benchmark over a five-year period starting from 31 July
2024, then the Board will put to shareholders a proposal for a
tender offer of 25% of the issued share capital at a price equal to
the prevailing NAV less costs.
Investment model
Investment objective
The principal investment objective of the Company is to achieve
capital growth from an actively managed portfolio principally
comprising securities listed on the Japanese stock markets, with
the aim of achieving returns in excess of the Tokyo Stock Price
Index Total Return Index in sterling over the longer term.
Investment policy
The Manager utilises an active stock driven investment approach,
drawing on Schroders’ extensive research resources in Japan. The
portfolio is principally invested in a broad range of companies
quoted on the Tokyo Stock Exchange, the regional stock
markets of Fukuoka, Hiroshima, Kyoto, Nagoya, Niigata, Osaka
and Sapporo and the Japanese over the counter (OTC) market.
Investments may also be made in companies listed elsewhere but
controlled from Japan or with a material exposure to the Japanese
economy. There are no constraints on size of company or sector
allocation. This flexibility will allow the Manager to take advantage
of changes in market sentiment and in the domestic economic
cycle as it develops.
The portfolio is mainly invested in equities but may also
be invested in warrants, convertibles and other derivative
instruments where appropriate. The Company may invest up to
5% of its assets in securities which are not listed on any stock
exchange, but would not normally make such investment except
where the Manager expects that the securities will shortly
become listed on a Japanese stock market.
The Company may use gearing (including the use of CFDs) to
enhance performance but investment exposure will not exceed
125% of net asset value.
Investment restrictions and spread of investment risk
The key restrictions imposed on the Manager are that: a) no
more than 15% of the Company’s total net assets, at the date of
acquisition, may be invested in any one company; b) no more
than 10% of the value of the Companys gross assets may be
invested in other listed investment companies unless such
companies have a stated investment policy not to invest more
than 15% of their gross assets in other listed companies; c)
the Company will not invest more than 15% of its gross assets
in other listed investment companies or investment trusts; d)
no more than 15% of the Company’s total net assets may be
invested in open-ended funds; and e) no more than 25% of the
Companys total net assets may be invested in the aggregate of
unlisted investments and holdings representing 20% or more of
the equity capital of any company.
In accordance with the investment objective, the Company, while
being invested in a single country, ensures that the objective of
spreading risk has been achieved through portfolio diversification
(65 investments spread over 21 sectors at 31 July 2025), the
largest holding being Hitachi with the portfolio weight of 5.7%.
KPIs
The Board’s review of financial performance focuses on a number
of key measures, to monitor and assess the Company’s success in
achieving its objective. Further comment on performance can be
found in the Chairman’s Statement. The following KPIs are used:
NAV per share total return;
Share price discount/premium;
Ongoing charges ratio; and
Dividend yield.
Some KPIs are Alternative Performance Measures (APMs), and
definitions of these terms can be found on pages 85 and 86.
Section 3: Strategic Report
23
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 20 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Corporate and social responsibility
The Board recognises the Company’s responsibilities with
respect to corporate and social responsibility and engages with
its outsourced service providers to safeguard the Company’s
interests. As part of this ongoing monitoring, the Board receives
reporting from its service providers with respect to their
anti-bribery and corruption policies; Modern Slavery Act 2015
statements; diversity policies; financial crime policies; greenhouse
gas and energy usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy.
Appointments and succession plans will always be based on merit
and objective criteria and, within this context, the Board seeks
to promote diversity of gender, social and ethnic backgrounds,
cognitive and personal strengths. The Board will encourage any
recruitment agencies it engages to find a range of candidates
that meet the objective criteria agreed for each appointment.
Candidates for Board vacancies are selected based on their
skills and experience, which are matched against the balance of
skills and experience of the overall Board taking into account the
criteria for the role being offered.
Statement on Board diversity – gender and ethnic
background
The Board has made a commitment to consider diversity when
reviewing the composition of the Board and notes the Listing
Rules requirements (LR 9.8.6R(9) and (11)) regarding the targets
on board diversity:
at least 40% of individuals on the Board are women;
at least one senior Board position is held by a woman; and
at least one individual on the Board is from a minority ethnic
background.
The FCA defines senior board positions as Chairman, Chief
Executive Officer (“CEO”), Chief Financial Officer (“CFO”) or Senior
Independent Director (“SID”). As an investment trust with no
executive officers, the Company has no CEO or CFO. The Board has
reflected that the senior positions of the Company are the Chair of
the Board and the SID in its diversity tables.
The Board has chosen to align its diversity reporting reference
date with the Companys financial year end and proposes
to maintain this alignment for future reporting periods. The
following information has been provided by each Director
through the completion of a questionnaire.
As at 31 July 2025, the Company met two of the three criteria
which were the targets in relation to the number of Board
members from a minority ethnic background and the percentage
of women Board members. The target for at least one senior
Board position to be held be a woman was not met and the
Board is conscious that while the Directors are all independent
and have a diverse range of views and experience, its small
composition will make these targets challenging to fully
implement. There have been no changes since 31 July 2025
to the date of publication of the annual report and accounts.
Notwithstanding the FCA’s definition of senior board positions,
the appointment in July 2024 of a new Audit and Risk Committee
Chair was to a woman.
The below tables set out the gender and ethnic diversity composition of the Board as at 31 July 2025 and at the date of this report.
Gender identity
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
Men 2 40.0 2
Women 3 60.0 0
Not specified/prefer not to say n/a n/a n/a
Ethnic background
Number of
Board members
Percentage
of the Board
Number of
senior positions
on the Board
White British or other White (including minority-white groups) 4 80.0 2
Mixed/Multiple Ethnic Groups n/a n/a n/a
Asian/Asian British 1 20.0 n/a
Black/African/Caribbean/Black British n/a n/a n/a
Other ethnic group, including Arab n/a n/a n/a
Not specified/prefer not to say n/a n/a n/a
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Promotion
The Company promotes its shares to a broad range of investors
who have the potential to be long-term supporters of the
investment strategy. The Company seeks to achieve this through
its Manager and corporate broker, which promote the shares
of the Company through regular contact with both current and
potential shareholders as well as their advisers.
These activities consist of one-on-one meetings, regional road
shows and attendance at conferences for investors. In addition,
the Companys shares are supported by the Manager’s wider
marketing of investment companies targeted at all types of
investors; this includes maintaining close relationships with
adviser and execution-only platforms, advertising in the trade
press, maintaining relationships with financial journalists and the
provision of information on Schroders’ website and LinkedIn. The
Board also seeks active engagement with investors, and meetings
with the Chairman are offered to investors when appropriate.
Shareholders are encouraged to sign up to the Manager’s
Investment Trusts update, to receive information on the Company
directly please use the following link: https://www.schroders.com/
en/uk/adviser/fund-centre/funds-in- focus/investment-trusts/
schroders-investment-trusts/never-miss-an-update/.
Relations with shareholders
Shareholder relations are given high priority by both the Board
and the Manager. The Company communicates with shareholders
through its webpages and the annual and half year reports which
aim to provide shareholders with a clear understanding of the
Companys activities and its results.
In addition to the engagement and meetings held during the
year described in “Promotion” above, the Chairman of the
Board, Committee Chairs and the other Directors attend the
AGM and are available to respond to queries and concerns from
shareholders.
Financial crime policy
The Company continues to be committed to carrying out its
business fairly, honestly and openly, and operates a financial
crime policy, covering bribery and corruption, tax evasion, money
laundering, terrorist financing and sanctions, as well as seeking
confirmations that the Companys service providers’ policies are
operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company does not provide goods
or services in the normal course of business and does not have
customers. Accordingly, the Directors consider that the Company
is not required to make any slavery or human trafficking
statement under the Modern Slavery Act 2015.
Climate
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it has
no significant greenhouse gas emissions and energy usage to
report.
Taskforce for Climate-Related Financial Disclosures (“TCFD”)
Investment trusts are currently exempt from the TCFD. The Board
will continue to monitor the situation. However, the Company’s
Manager produces an annual product level disclosure consistent
with the TCFD which can be found here:
https://mybrand.schroders.com/m/213a35626ddc6f70/original/
TCFD-GB72369M-Schroder-Japan-Trust-plc-20241231.pdf
Section 3: Strategic Report
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Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 20 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Stakeholder Engagement – Section 172 Report
During the year under review, the Board discharged its duty under section 172 of the
Companies Act 2006 to promote the success of the Company for the benefit of its members
as a whole, having regard to the interests of all stakeholders and the desirability of the
Company maintaining a reputation for high standards of business conduct.
As an externally managed investment trust, the Company has no
employees, operations or premises.
The Board has identified its key stakeholders as the Company’s
shareholders, the Investment Manager, other service providers,
investee companies and the Companys lender.
The table below explains how the Directors have engaged with
all stakeholders during the year and outlines the key activities
undertaken. The key decisions made by the Board during the year
are set out following the table.
Shareholders
Significance
Continued shareholder support
and engagement are critical
to the continuing existence of
the business and the delivery
of the long-term strategy of its
business.
Engagement
Annual General Meeting (AGM): The
Company welcomes attendance and
participation from shareholders at the AGM.
Shareholders have the opportunity to meet
the Directors and the Investment Manager
and to ask questions. The Board values the
feedback it receives from shareholders which
is incorporated into Board discussions.
Publications: The annual and half year
results presentations, as well as factsheets,
are available on the Company’s web pages
with their availability announced via the Stock
Exchange. Feedback and/or questions received
from shareholders enable the Company to
evolve its reporting which, in turn, helps to
deliver transparent and understandable
updates.
Shareholder communication: The
Investment Manager communicates with
shareholders periodically. All investors are
offered the opportunity to meet the Chairman,
Senior Independent Director, or other Board
members without using the Manager or
Company Secretary as a conduit, by writing
to the Companys registered office. The
Board also corresponds with shareholders
by letter and email. The Board receives
regular feedback from its broker on investor
engagement and sentiment.
Investor Relations updates: At every Board
meeting, the Directors receive updates on
share trading activity, share price performance
and any shareholders’ feedback, as well as
any publications or comments in the press. To
gain a deeper understanding of the views of
its shareholders and potential investors, the
Manager also undertakes investor roadshows
following publications of results.
2024/2025 highlights
At the AGM in 2024 questions and feedback
from shareholders were welcomed. The Board,
along with the Manager, look forward to meeting
and interacting with more shareholders at the
forthcoming AGM in December 2025.
The Companys web pages continued to
be refreshed and enhanced during the
year to optimise the user experience for
shareholders and investors. Shareholders can,
via the Companys web pages, subscribe to the
Schroders investment trusts newsletter to receive
regular updates on the Company.
The Chair of the Board met with a number of the
Companys major shareholders during the year.
Their views were taken into consideration as part
of the Board’s duty to ensure their interests were
taken into account. It was noted that investor
sentiment towards the enhanced dividend policy
had been positive.
The Manager engaged with a number of the
Companys shareholders and investors during the
year and regular feedback was provided to the
Board.
A number of promotional activities were
undertaken during the year including Investment
Manager interviews, webinars and coverage in
key publications.
The Board continued to work with Kepler on
promoting the Company through its research
notes which were published during the year.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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The Investment Manager
Significance
Holding the Companys shares
offers investors a liquid
investment vehicle through
which they can obtain exposure
to the Companys diversified
portfolio of investments.
The Investment Managers
performance is critical for
the Company to deliver its
investment strategy successfully
and meet its objective.
Engagement
Maintaining a close and constructive working
relationship with the Investment Manager
is crucial as the Board and the Investment
Manager both aim to continue to achieve
consistent, long-term returns in line with
the investment objective. The Board invites
the Investment Manager to attend all Board
and certain Committee meetings in order to
update the Directors on the performance of
the investments and the implementation of
the investment strategy and objective.
Important components in the Board’s
collaboration with the Investment Manager
are:
Encouraging open discussion with the
Board;
Recognising that the interests of
shareholders and the Investment Manager
(as well as of its other clients) are, for the
most part, well aligned, adopting a tone
of constructive challenge, balanced when
those interests are not fully congruent
by robust negotiation of the Investment
Managers terms of engagement; and
Drawing on Directors’ individual experience
to support the Manager in its monitoring
and change management of portfolio
companies, for the benefit of all of the
Investment Managers clients.
The Management Engagement Committee
reviews the performance of the Investment
Manager, its remuneration and the discharge
of its contractual obligations at least annually.
2024/2025 highlights
Representatives of the Manager, including
the Investment Manager, attended each
Board meeting to provide an update on the
investment portfolio along with presenting on
macroeconomic issues.
The portfolio activities undertaken by the
Investment Manager and the impact of decisions
affecting investment performance are set out in
the Investment Managers Review on pages 10
to 13.
Investee companies
Significance
The Board actively monitors the
activities of investee companies
through its delegation to the
Investment Manager.
Engagement
The Investment Management team conducts
face-to-face and/or virtual meetings with the
management teams of all investee companies
to understand current trading and prospects
for their businesses, and to ensure that their
ESG investment principles and approach are
understood.
The Investment Manager has discretionary
powers to exercise the Company’s voting
rights on resolutions proposed by the investee
companies within the Companys portfolio. The
Investment Manager reports to the Board on
stewardship (including voting) issues and the
Board will question the rationale for voting
decisions made.
By active engagement and exercising voting
rights, the Investment Manager actively
works with companies to improve corporate
standards, transparency, and accountability.
2024/2025 highlights
The Board received regular updates on
engagement with investee companies from the
Investment Manager at its Board meetings.
During the year, the Investment Manager
engaged with many of its investee companies and
voted at shareholder meetings (further details
can be found on pages 18 and 19).
Section 3: Strategic Report
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Lender
Significance
Availability of funding and
liquidity are crucial to the
Companys ability to take
advantage of investment
opportunities as they arise.
Engagement
Considering how important the availability of
funding is, the Company aims to demonstrate
to lenders that it is a well managed business
and, in particular, that the Board focuses
regularly and carefully on the management of
risk.
The Manager manages the relationship with
the Companys lender and reports to the
Board at each meeting as and when required
for renewals of terms or negotiation of loan
covenants. The Manager provides a monthly
statement of compliance of the loan covenants
to the lender.
2024/2025 highlights
The Investment Manager actively used gearing
throughout the period and it had a positive effect
on performance during the year. The Company’s
gearing continues to operate well within its pre-
agreed limit of 25% of net asset value.
At the 2023 AGM, shareholders approved a
change of the Investment Policy to allow the
Company to use CFDs to provide exposure
to Japanese equities on a geared basis as an
alternative to utilising bank borrowings. CFDs are
now fully implemented and the Company was
able to fully repay its term loan facility early.
Other service providers
Significance
In order to operate as an
investment trust on the main
market of the London Stock
Exchange, the Company relies
on a diverse range of advisers
to support meeting all relevant
obligations.
Engagement
The Board maintains regular contact with its
key external providers, both through Board
and Committee meetings, as well as outside of
the regular meeting cycle. Their advice, as well
as their needs and views, are routinely taken
into account.
2024/2025 highlights
Under delegated authority from the Board, the
Management Engagement Committee reviewed
all material third party service providers. The
Board considered the ongoing appointments of
its service providers to be in the best interests of
the Company and its shareholders as a whole and
will continue to monitor their progress in the year
ahead.
During the year the Board considered the
potential benefits of changing the Companys
provider of Depositary and Custodian services.
I was agreed that it was in the best interest of
the Company to change provider to J.P. Morgan
Europe Limited. The transition was approved post
year end and the migration to the new provider
commenced on 5 September 2025.
Wider society and the environment
Significance
Whilst strong long-term
investment performance is
essential for an investment
trust, the Board recognises
that to provide an investment
vehicle that is sustainable over
the longterm, both it and the
Investment Manager must
have regard to ethical and
environmental issues that
impact society. Hence ESG
considerations are integrated
into the Investment Managers
investment process and will
continue to evolve.
Engagement
The Board engages with the Investment
Manager at each Board meeting in respect
of its ESG considerations on existing and new
investments.
2024/2025 highlights
The Board’s desire for greater engagement
reporting has resulted in the inclusion of case
studies showcasing how the Investment Manager
supports and integrates responsible investing
in its investment process set out in this Annual
Report. Further details of the ESG practices and
case studies can be found in the Investment
Process section of this report.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Examples of stakeholder consideration during the year
The Directors were particularly mindful of stakeholder considerations in reaching the following key decisions during the year ended
31 July 2025:
The declaration of a final dividend of 10.81 pence per Ordinary share which, following approval by shareholders at the AGM held on
10 December 2024, was paid to shareholders on 13 December 2024.
The Board commenced with the previously announced enhanced dividend policy, declaring quarterly dividends amounting to 4% of
the average NAV in each financial year.
The Board and Management Engagement Committee undertook reviews of the Investment Manager and the Company’s third-party
service providers and agreed that their continued appointment and fees remained in the best interests of the Company and its
shareholders.
During the year the Board considered the potential benefits of changing the Company’s provider of Depositary and Custodian
services. It was agreed that it was in the best interest of the Company to change provider to J.P. Morgan Europe Limited. The
transition was approved post year end and the appointment of the new provider commenced on 5 September 2025.
Together with the Investment Manager, the Board undertook its annual visit to Japan to conduct due diligence meetings with key
personnel from the Investment Manager, consultants, and investee companies.
Section 3: Strategic Report
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Risk Mitigation and management
Change
during the
year
Strategy and competitiveness
Investment objective
The Companys investment objectives may become
out of line with the requirements of investors,
resulting in a wide discount of the share price to
underlying NAV per share.
Unexpected, potentially catastrophic events whether
man-made (conflict, poor trade relations for example)
or natural disasters, whether arising from climate
change, extreme weather events or pandemic disease
could impact investment performance.
The appropriateness of the Company’s
investment remit is periodically reviewed and the
success of the Company in meeting its stated
objectives is monitored.
The share price relative to NAV per share is
monitored and the use of buy back authorities is
considered on a regular basis.
The marketing and distribution activity is actively
reviewed.
Proactive engagement with shareholders.
Risk Report
The Board itself, and through its delegation to its Audit and Risk Committee, is responsible
for the Company’s system of risk management and internal control and for reviewing its
effectiveness. The Board has adopted a detailed matrix of principal risks affecting the
Company’s business as an investment trust and has established associated policies and
processes designed to manage and, where possible, mitigate those risks, which are monitored
by the Audit and Risk Committee on an ongoing basis.
This system assists the Board in determining the nature and
extent of the risks it is willing to take in achieving the Company’s
strategic objectives.
Risk assessment and internal controls review by the
Board
Risk assessment includes consideration of the scope and
quality of the systems of internal control operating within key
service providers, and ensures regular communication of the
results of monitoring by such providers to the Audit and Risk
Committee, including the incidence of significant control failings
or weaknesses that have been identified at any time and the
extent to which they have resulted in unforeseen outcomes or
contingencies that may have a material impact on the Companys
performance or condition.
Although the Board believes that it has a robust framework of
internal controls in place this can provide only reasonable, and not
absolute, assurance against material financial misstatement or
loss and is designed to manage, not eliminate, risk.
Both the principal risks and uncertainties and the monitoring
system are also subject to robust review at least annually. The last
assessment took place in March 2025.
During the year, the Board discussed and monitored a number
of risks that could potentially impact the Companys ability to
meet its strategic objectives. The Board receives updates from
the Investment Manager, Company Secretary and other service
providers on emerging risks that could affect the Company. The
Board was mindful of the evolving global environment during
the year; and the risks posed by volatile markets; geopolitical
uncertainty; and inflation and corresponding interest levels
which could affect the asset class. The Board concluded that,
following the election of President Trump, geopolitical risk had
increased. Most notably due to the unfolding global trade wars
arising from the evolving tariff regime implemented by the
Trump administration and subsequent uncertainties around its
execution.
No significant control failings or weaknesses were identified
from the Audit and Risk Committee’s ongoing risk assessment
throughout the financial year and up to the date of this report.
The Board is satisfied that it has undertaken a detailed review
of the risks facing the Company and that the internal control
environment continues to operate effectively.
Actions taken by the Board and, where appropriate, its
Committees, to manage and mitigate the Companys principal
risks and uncertainties are set out in the table below. The
“Change” column on the right highlights at a glance the Board’s
assessment of any increases or decreases in risk during the year
after mitigation and management. The arrows show the risks as
increased, decreased, or unchanged.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Risk Mitigation and management
Change
during the
year
Cost base
The Companys cost base could become
uncompetitive, particularly in light of open-ended
alternatives.
The ongoing competitiveness of all service
provider fees is subject to periodic benchmarking
against their competitors.
Annual consideration of management fee levels.
Investment
Investment management
The Managers investment strategy, if inappropriate,
may result in the Company underperforming the
market and/or peer group companies, leading to the
Company and its objectives becoming unattractive to
investors.
Review of the Manager’s compliance with its
agreed investment restrictions, investment
performance and risk against investment
objectives and strategy; relative performance; the
portfolio’s risk profile; and whether appropriate
strategies are employed to mitigate any negative
impact of substantial changes in markets.
Annual review of the ongoing suitability of the
Manager is undertaken.
Custody
Safe custody of the Companys assets may be
compromised through control failures by the
depositary.
The depositary reports on safe custody of the
Companys assets, including cash, and portfolio
holdings independently reconciled with the
Managers records.
The review of audited internal controls reports
covering custodial arrangements is undertaken.
Regular reports from the depositary on its
activities, including matters arising from custody
operations is received.
Gearing and leverage
The Company has the option to make use of loan
facilities or to use CFDs to invest in equities. These
arrangements increase the funds available for
investment through borrowing. While this has the
potential to enhance investment returns in rising
markets, in falling markets the impact could be
detrimental to performance.
Gearing is monitored daily and strict restrictions
on borrowings are imposed: gearing continues
to operate within pre-agreed limits so as not to
exceed 25% of shareholders’ funds. The Company
has now started to use long CFDs which are
currently cheaper than bank loans and provide
greater flexibility.
The introduction of CFDs
has improved flexibility
in borrowing, reduced
the associated cost and
on balance, resulted in a
reduction in overall risk.
Compliance
Accounting, tax and regulatory
In order to continue to qualify as an investment trust,
the Company must comply with the requirements of
Section 1158 of the Corporation Tax Act 2010.
Breaches of the UK Listing Rules, the Companies
Act or other regulations with which the Company
is required to comply, could lead to a number of
detrimental outcomes.
The confirmation of compliance with relevant
laws and regulations by key service providers is
reviewed.
Shareholder documents and announcements,
including the Companys published annual report,
are subject to stringent review processes.
Procedures are established to safeguard against
the disclosure of inside information.
Section 3: Strategic Report
31
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 20 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 20 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Risk Mitigation and management
Change
during the
year
Operational
Service providers
The Company has delegated certain functions to a
number of service providers, principally the Manager,
depositary and registrar. Failure of controls, and poor
performance of any service provider could lead to
disruption, reputational damage, or loss.
Service providers are appointed subject to due
diligence processes and with clearly-documented
contractual arrangements detailing service
expectations.
Regular reporting is provided by key service
providers and monitoring of the quality of their
services provided. The Directors also receive
presentations from the Manager, depositary and
custodian, and the registrar on an annual basis.
Review of annual audited internal controls reports
from key service providers, including confirmation
of business continuity arrangements and IT
controls, and follow up of remedial actions as
required.
Technology risks
Disruption to the operations of the Company’s service
providers whether through inter alia, cyber attacks,
failed software updates or data breaches, could
impact the accurate reporting and monitoring of the
Companys financial position and/or lead to loss of
personal or confidential information.
Service providers report on cyber risk mitigation
and management at least annually, which
includes confirmation of business continuity
capability in the event of a cyber attack.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Job No: 101776 Proof Event: 20 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Conclusion
Caption
33
Viability statement
The Directors have assessed the viability of the Company over
a five year period, taking into account the Companys position
at 31 July 2025 and the potential impacts of the principal risks
and uncertainties it faces for the review period. The Directors
have assessed the Companys operational resilience and they are
satisfied that the Companys outsourced service providers will
continue to operate effectively, following the implementation of
their business continuity plans.
A period of five years has been chosen as the Board believes
that this reflects a suitable time horizon for strategic planning,
taking into account the investment policy, liquidity of investments,
potential impact of economic cycles, nature of operating costs,
dividends, and availability of funding.
In its assessment of the viability of the Company, the Directors
have considered each of the Company’s principal risks and
uncertainties detailed on pages 30 to 32 and in particular the
impact of a significant fall in Japanese equity markets on the
value of the Companys investment portfolio. The Directors
also considered the beneficial tax treatment the Company is
eligible for as an investment trust. If changes to these taxation
arrangements were to be made it would affect the viability of the
Company to act as an effective investment vehicle.
The Directors have considered the Company’s income and
expenditure projections and the fact that the Company’s
investments comprise of readily realisable securities which can be
sold to meet funding requirements if necessary and on that basis
consider that five years is an appropriate time period.
The Directors also considered a stress test in which the
Companys NAV dropped by 50% and noted that, based on the
assumptions in the test, the Company would continue to be
viable over a five year period.
Based on the Companys processes for monitoring operating
costs, the Board’s view that the Manager has the appropriate
depth and quality of resource to achieve superior returns in the
longer term, the portfolio risk profile, limits imposed on gearing,
counterparty exposure, liquidity risk and financial controls, the
Directors have concluded that there is 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.
Going concern
The Directors have assessed the principal risks, the impact
of the emerging risks and uncertainties and the matters
referred to in the viability statement. Based on the work the
Directors have performed, they 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 the period assessed by the
Directors, which is at least 12 months from the date the financial
statements were authorised for issue.
By order of the Board
Schroder Investment Management Limited
Company Secretary
7 October 2025
Section 3: Strategic Report
33
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Lake Kawaguchiko,
Fujikawaguchiko.
Section 4: Governance
34
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Section 4: Governance
Board of Directors 36
Directors’ Report 38
Audit and Risk Committee Report 42
Management Engagement Committee Report 45
Nomination Committee Report 46
Directors’ Remuneration Report 48
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements 52
35
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Status: Independent Non-Executive
Director
Status: Chairman
Helena ColesPhilip Kay
All Directors are
non-executive and
independent of the
Manager. All Directors
are members of the Audit
and Risk Committee, the
Management Engagement
Committee and the
Nomination Committee.
Board of Directors
Length of service: 3 years – appointed a
Director in March 2022.
Experience: Ms Coles has over 20 years’
experience in emerging markets and Asian
equity investment, which includes co-
founding a specialist investment boutique,
Rexiter Capital Management, part owned
by State Street Global Advisors. She has
held roles with Fidelity International and
the Bank of England. Helena is currently
Senior Independent Director and Chair of
the Remuneration Committee at JPMorgan
Emerging Markets Investment Trust plc,
Chair of the Management Engagement
Committee at HgCapital Trust plc, Non-
Executive Director and member of the Audit
and Risk and Remuneration Committees at
RIT Capital Partners plc, and a member of the
Joseph Rowntree Charitable Trust Investment
Committee.
Areas of expertise: Ms Coles brings over
20 years’ expertise in emerging markets and
Asian equity investment, with a background
that includes co-founding an investment
boutique, and she has held senior positions
at leading financial institutions, serving as
a director and committee member across
several listed and charitable organisations.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
Committee.
Current remuneration: £32,500 per annum
(effective from 1 July 2025).
Number of shares held: 8,432*
Length of service: 3 years – appointed a
Director in March 2022.
Experience: Dr Kay has been involved with
Japan for over forty years and is a former
Director of Fidelity Japan Trust plc. He has
also served on the boards of Smith New
Court plc and Schroder Securities Limited and
is currently Chairman of Hansard Global plc, a
London listed financial services business.
Areas of expertise: Dr Kay has more than
four decades of expertise in the Japanese
equity market and is an experienced
investment professional. He has held board
and senior leadership positions at a series
of top financial institutions, including Smith
New Court, Schroders and Credit Suisse First
Boston. He has more than twenty years’
experience of the UK investment trust sector.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
Committee (Chairman).
Current remuneration: £43,500 per annum
(effective from 1 July 2025).
Number of shares held: 26,527*
*Shareholdings are as at 7 October 2025, full details of Directors’ shareholdings are set out in the Remuneration Report on page 51.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Status: Independent Non-Executive
Director and Chair of the Audit and
Risk Committee
Status: Senior Independent
Non-Executive Director
Status: Independent Non-Executive
Director
Samantha WrenAngus Macpherson Merryn Somerset Webb
Length of service: 1 year – appointed a
Director on 4 July 2024.
Experience: Ms Wren has extensive
accounting and auditing experience. She has
previously held the position of Chief Executive
at IPGL Limited, a private investment firm
where she held a number of directorships
of investee companies across a variety of
sectors. Before her tenure at IPGL, she
served as a board member and Group Chief
Financial Officer and Group Chief Operating
Officer at NEX Group plc as well as holding
various senior positions at ICAP plc. Earlier
in her career, Ms Wren held various roles at
The Rank Group plc, where she also served as
a director of the Rank Pension Plan Trustee
Limited. Ms Wren is a qualified Chartered
Management Accountant and holds an
honours degree in Economics from the
University of Portsmouth. She is currently a
Director of AIM listed Chapel Down Group
plc where she chairs the Remuneration
Committee, a senior independent non-
executive director and Audit Committee
Chair of AIM listed Next 15 Group plc, and
a non-executive director and chair of the
nominations committee of Petershill Partners
plc.
Areas of expertise: Ms Wren has extensive
experience in accounting and auditing, with a
strong track record in senior executive roles
at leading investment and financial services
firms, and currently serves as a director
and committee chair across four companies
either listed on the LSE or AIM.
Committee membership: Audit and Risk
(Chairman), Management Engagement, and
Nomination Committee.
Current remuneration: £37,000 per annum
(effective from 1 July 2025).
Number of shares held: 1,650*
Length of service: 5 years – appointed a
Director in February 2020.
Experience: Mr Macpherson’s experience
spans 30 years of working in corporate
finance and capital markets, with Noble,
Merrill Lynch and Lazard in London, Asia,
New York and Edinburgh. Mr Macpherson is
Chairman of Templeton Emerging Markets
Investment Trust and Noble & Company
(UK) Limited, Non-Executive Director and
Chairman designate of The Scottish American
Investment Company P.L.C and a Non-
Executive Director of Hampden Bank.
Areas of expertise: Mr Macpherson has
30 years’ experience in corporate finance
and capital markets across global financial
centres, and currently serves as chairman
and non-executive director on several major
investment trusts and financial institutions.
Committee membership: Audit and Risk,
Management Engagement (Chairman), and
Nomination Committee.
Current remuneration: £33,500 per annum
(effective from 1 July 2025).
Number of shares held: 49,440*
Length of service: 1 year – appointed a
Director on 4 July 2024.
Experience: Ms Somerset Webb is a seasoned
financial expert with a comprehensive
understanding of investment trusts. Known
for her role as Editor at Large, UK Wealth for
Bloomberg and before that as a columnist
for the FT, she regularly shares her financial
insights across various media. She was
also Editor-in-Chief of MoneyWeek, the UK
personal finance magazine. Ms Somerset
Webb’s previous non-executive directorships
include Murray Income Investment Trust plc,
Baillie Gifford Shin Nippon plc, Montanaro
European Smaller Companies Trust plc and
Netwealth Investments Limited. She is
currently a director of BlackRock Throgmorton
Trust plc. Early in her career, Ms Somerset
Webb worked in Tokyo as an institutional
salesperson in Japanese equities for UBS
Warburg, having previously studied Japanese
at SOAS (University of London) and as a Daiwa
scholar in Japan.
Areas of expertise: Ms Somerset Webb is a
financial expert and commentator, bringing
deep expertise in investment trusts and
personal finance, with extensive experience
as a senior columnist and editor, as well as
wide-ranging board experience across the
investment sector and a strong background
in Japanese equities.
Committee membership: Audit and Risk,
Management Engagement, and Nomination
Committee.
Current remuneration: £32,500 per annum
(effective from 1 July 2025).
Number of shares held: 7,866*
*Shareholdings are as at 7 October 2025, full details of Directors’ shareholdings are set out in the Remuneration Report on page 51.
Section 4: Governance
37
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Directors’ Report
The Directors submit their report and the audited financial statements of the Company for the
year ended 31 July 2025.
Corporate governance statement
The Company is committed to high standards of corporate
governance and has implemented a framework for corporate
governance which it considers to be appropriate for an
investment trust.
The Financial Conduct Authority requires all UK listed companies
to disclose how they have applied the principles and complied
with the provisions of the UK Corporate Governance Code 2018
(the “UK Code”) issued by the Financial Reporting Council (“FRC”).
The UK Code is available on the FRC’s website: www.frc.org.uk.
The Company is a member of the Association of Investment
Companies (“AIC”), which has published its own Code of Corporate
Governance to recognise the special circumstances of investment
trusts (www.theaic.co.uk) as endorsed by the FRC. The Board
has considered the principles and provisions of the AIC Code of
Corporate Governance 2019 (the “AIC Code”), which addresses
those set out in the UK Code, as well as setting out additional
provisions on issues that are of specific relevance to the Company
as an investment trust.
The AIC Code also includes an explanation of how the principles
and provisions set out in the UK Code are adapted to make them
relevant for investment companies.
The Board considers that reporting against the principles and
provisions of the AIC Code provides more relevant information to
shareholders.
The Board confirms that the Company has complied throughout
the year under review with the relevant provisions of the UK Code
and the principles and provisions of the AIC Code except as set
out below.
The UK Code includes provisions relating to:
the role of the chief executive;
executive Directors’ remuneration;
the need for an internal audit function;
the Chair of the Board not being a member of the Audit
Committee; and
the requirement to establish a Remuneration Committee.
The Board considers that these provisions, are not relevant to the
Company, as an externally managed investment company.
Furthermore, all of the Company’s day-to-day management and
administrative functions are outsourced to third parties and
the Company has no executive Directors, employees or internal
operations. The Company has not therefore reported further in
respect of these provisions.
The Nomination Committee fulfils the function of the
Remuneration Committee and considers any change in the
Directors’ remuneration policy. A separate committee has not
therefore been established. As permitted under the AIC Code,
the Chair is a member of the Audit and Risk Committee. An
explanation as to why this is considered appropriate is set out in
the Audit and Risk Committee Report on page 42.
Directors and officers
Chairman
The Chairman is an independent non-executive Director who
is responsible for leadership of the Board and ensuring its
effectiveness in all aspects of its role. The Chairman’s significant
commitments are detailed on page 36. He has no conflicting
relationships.
Senior Independent Director (“SID”)
The SID acts as a sounding board for the Chairman, meets with
major shareholders as appropriate, provides a channel for any
shareholder concerns regarding the Chairman and takes the lead
in the annual evaluation of the Chairman by the independent
Directors.
Company Secretary
Schroder Investment Management Limited provides company
secretarial support to the Board and is responsible for assisting
the Chairman with Board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers, except for the
Manager. Shareholders wishing to lodge questions in advance
of the AGM are invited to do so by writing to the Company
Secretary at the address given on the back cover or by email:
amcompanysecretary@schroders.com.
Role and operation of the Board
The Board of Directors, listed on pages 36 and 37 is the
Companys governing body; it sets the Company’s strategy and is
collectively responsible to shareholders for its long-term success.
The Board is responsible for appointing and subsequently
monitoring the activities of the Manager and other service
providers to ensure that the investment objective of the Company
continues to be met. The Board also ensures that the Manager
adheres to the investment restrictions set by the Board and acts
within the parameters set by it in respect of any gearing. The
Strategic Report on pages 22 to 33 sets out further detail of how
the Board reviews the Company’s strategy, risk management and
internal controls and also includes other information required for
the Directors’ Report, and is incorporated by reference.
A formal schedule of matters specifically reserved for decision
by the Board has been defined and a procedure adopted for
Directors, in the furtherance of their duties, to take independent
professional advice at the expense of the Company.
The Chairman ensures that all Directors receive relevant
management, regulatory and financial information in a timely
manner and that they are provided, on a regular basis, with key
information on the Companys policies, regulatory requirements
and internal controls. The Board meets at least quarterly and
receives and considers reports regularly from the Manager
and other key advisers, and ad hoc reports and information are
supplied to the Board as required.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
The Board is satisfied that it is of sufficient size with an
appropriate balance of diverse skills and experience,
independence and knowledge of the Company, its sector, and the
wider investment trust industry, to enable it to discharge its duties
and responsibilities effectively and that no individual or group of
individuals dominates decision-making.
The Board has approved a policy on Directors’ conflicts of interest.
Under this policy, Directors are required to disclose all actual
and potential conflicts of interest to the Board as they arise for
consideration and approval. The Board may impose restrictions
or refuse to authorise such conflicts if deemed appropriate.
No Directors have any connections with the Manager, shared
directorships with other Directors or material interests in any
contract which is significant to the Company’s business.
Committees
In order to assist the Board in fulfilling its governance
responsibilities, it has delegated certain functions to Committees.
The roles and responsibilities of these Committees, together with
details of work undertaken during the year under review, are
outlined over the next few pages.
The reports of the Audit and Risk Committee, Nomination
Committee, and Management Engagement Committee are
incorporated, and form part of, the Directors’ Report.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Manager
The Company is an Alternative Investment Fund as defined by the
AIFM Directive and has appointed Schroder Unit Trusts Limited
(“SUTL”) as the Manager in accordance with the terms of an
Alternative Investment Fund Manager (“AIFM”) agreement. The
AIFM agreement, which is governed by the laws of England and
Wales, can be terminated by either party on six months’ notice
or on immediate notice in the event of certain breaches or the
insolvency of either party. As at the date of this report no such
notice had been given by either party.
SUTL is authorised and regulated by the FCA and provides
portfolio management, risk management, accounting and
company secretarial services to the Company under the AIFM
agreement. The Manager also provides general marketing
support for the Company and manages relationships with
key investors, in conjunction with the Chairman, other Board
members or the corporate broker as appropriate. The Manager
has delegated investment management, administrative,
accounting and company secretarial services to another wholly
owned subsidiary of Schroders plc, Schroder Investment
Management Limited. The Company Secretary has an
independent reporting line to the Manager and distribution
functions within Schroders. The Manager has in place appropriate
professional indemnity cover.
The Schroders Group manages £776.6 billion (as at 30 June 2025)
on behalf of institutional and retail investors, financial institutions
and high net worth clients from around the world, invested in a
broad range of asset classes across equities, fixed income, multi-
asset and alternatives.
The Manager is entitled to a fee at the rate of 0.75% per annum
on assets up to and including £200 million and 0.65% per annum
thereafter, charged on the net value of the Company’s assets
under management.
The management fee payable in respect of the year ended 31 July
2025 amounted to £2,293,000 (2024 : £2,349,000).
A marketing support fee of £50,000 per annum is also payable to
the Manager in respect of the promotion of the Company.
The Manager is also entitled to receive a fee for providing
administration, accounting and company secretarial services
to the Company. For those services, it receives an annual fee of
£90,000.
Details of all amounts payable to the Manager are set out in note
4 on page 66.
The Management Engagement Committee has reviewed the
performance of the Manager during the year under review
and continues to consider that it has the appropriate depth of
resource to deliver above average returns over the longer term
and that the continuing appointment of the Manager on the
terms agreed remains in the best interests of shareholders as a
whole.
Depositary
With effect from 5 September 2025, J.P. Morgan Europe Limited
were appointed to provide depositary and custodian services to
the Company.
J.P. Morgan Europe Limited which is authorised by the Prudential
Regulation Authority (“PRA”) and regulated by the FCA and the
PRA, carries out certain duties of a depositary specified in the
AIFM Directive including, in relation to the Company, as follows:
safekeeping of the assets of the Company which are entrusted
to it;
cash monitoring and verifying the Companys cash flows; and
oversight of the Company and the Manager.
The Company, the Manager and the depositary may terminate
the Depositary Agreement at any time by giving 90 days’ notice in
writing. The Depositary may only be removed from office when a
new Depositary is appointed by the Company.
Registrar
Equiniti Limited (“Equiniti”) has been appointed as the Companys
registrar. Equiniti’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation
of shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the
registering of proxy votes and scrutineer services as necessary),
handling shareholder queries and correspondence and
processing corporate actions.
Section 4: Governance
39
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Share capital and substantial share interests
As at 7 October 2025, the Company had 118,453,286 ordinary shares of 10p in issue. 3,526,595 shares were held in treasury.
Accordingly, the total number of voting rights in the Company as at 7 October 2025 were 114,926,691. Details of changes to the
Companys share capital during the year are given in note 14 to the accounts on page 70. All shares in issue rank equally with respect to
voting, dividends and any distribution on winding up.
The Board noted that the Company’s shareholders appreciated the Board’s discount management. The Board agreed to request
renewal of the authorities to issue and buy back shares as described on page 81.
As at 31 July 2025 the following had interests in 3% or more of the voting rights attached to the Company’s issued share capital.
Shares at
31 July 2025
% of
total voting rights
City of London Investment Management Company Limited 20,008,013 17.31
Allspring Global Investments, LLC 17,723,933 15.34
1607 Capital Partners, LLC 15,862,659 13.72
Hargreaves Lansdown Nominee Limited 6,701,149 5.80
Interactive Investor Services Nominees Limited 4,822,782 4.17
Rathbones Investment Management Ltd 4,040,456 3.50
Wesleyan Assurance Society 3,631,262 3.14
Since year end to the date of this report, Allspring Global Investments Holdings increased their holding to 18,575,966 and City of
London Investment Management Company Limited decreased their holding to 19,378,013. There have been no further changes to the
holdings listed above since year end.
Revenue, final dividend and dividend policy
The net revenue return for the year, before finance costs and taxation, was £9,037,000 (2024: £7,551,000). After deducting finance costs
and taxation the revenue amount available for distribution to shareholders was £8,020,000 (2024: £6,565,000 equivalent to net revenue
of 6.91p (2024: 5.53p) per ordinary share. Distributable capital reserve amounts will be used to cover the outstanding distribution
amount not covered by the revenue reserve.
During the financial year, the Board followed its policy to declare dividends on a quarterly basis based upon 4% of the average NAV of
the 12 months trailing the quarter.
Provision of information to the auditor
The Directors at the date of approval of this report confirm that, so far as each of them is aware, there is no relevant audit information
of which the Companys auditor is unaware; and each Director has taken all the steps that he or she ought to have taken as a Director
in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditor is aware of that
information.
Directors’ attendance at meetings
Four Board meetings are usually scheduled each year to deal with matters including: the setting and monitoring of investment strategy;
approval of borrowings and/or cash positions; review of investment performance; the level of premium or discount of the Company’s
shares to NAV per share and promotion of the Company; and services provided by third parties. Additional meetings of the Board are
arranged as required.
The number of scheduled meetings of the Board and its Committees held during the financial year, and the attendance of individual
Directors, is shown overleaf. Whenever possible all Directors attend the AGM.
Director Board
Nomination
Committee
Audit and Risk
Committee
Management
Engagement Committee
Philip Kay 4/4 1/1 2/2 1/1
Helena Coles 4/4 1/1 2/2 1/1
Angus Macpherson 4/4 1/1 2/2 1/1
Samantha Wren 4/4 1/1 2/2 1/1
Merryn Somerset Webb 4/4 1/1 2/2 1/1
The Board is satisfied that the Chairman and each of the other non-executive Directors commits sufficient time to the affairs of the
Company to fulfil their duties.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Directors’ and officers’ liability insurance and indemnities
Directors’ and officers’ liability insurance cover was in place for the Directors throughout the year. The Company’s Articles of Association
provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the
defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgement
is given in their favour by the court. This is a qualifying third party indemnity provision and was in place throughout the year under
review and to the date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
7 October 2025
Section 4: Governance
41
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
All Directors are members of the Committee and Samantha Wren acts as Audit and Risk Committee Chair. The Board has satisfied itself
that at least one of the Committee’s members has recent and relevant financial experience and that the Committee as a whole has
competence relevant to the sector in which the Company operates. The AIC Code permits the Chair of the Board to be a member of the
Audit Committee of an investment trust. Therefore, it is considered appropriate for the Chair of the Board, who was independent on
appointment, to be a member of the Committee.
Ongoing risk review
Review of external
auditors and their
work
Risk
Management
Internal
controls
Accounting policies
and judgements
Half year and
Annual report
Audit and Risk Committee Report
Risk management and internal
controls
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring
the principal and emerging risks of the
Company and to explain how these are
managed or mitigated.
The Committee is responsible for
reviewing the adequacy and effectiveness
of the Companys internal controls and the
whistleblowing procedures operated by
the AIFM and other services providers.
Internal controls
To monitor the adequacy and effectiveness
of the risk management and internal
control systems of the Company’s third
party services providers, including the
Manager, as illustrated in the diagram on
the next page.
Financial reports and valuation
Financial statements
To monitor the integrity of the financial
statements of the Company and any
formal announcements relating to the
Companys financial performance and
valuation. To also review the half-year
report and accounts.
Going concern and viability
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate
to adopt the going concern basis of
accounting in preparing its annual and
half-year report and accounts.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Audit
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditor.
Auditor appointment, independence
and performance
To make recommendations to the
Board, in relation to the appointment,
reappointment, effectiveness and removal
of the external auditor, to review their
independence, and to approve their
remuneration and terms of engagement.
Reviewing and agreeing the audit plan and
engagement letter.
The duties and responsibilities of the Committee, which include monitoring the integrity of
the Company’s financial reporting and internal controls, are set out in further detail below,
and may be found in the terms of reference which are available on the Company’s web pages:
https://www.schroders.com/japantrust.
Approach
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Application during the year
The Committee met twice during the year under review and the below table sets out how the Committee discharged its duties during the
year under review and up until the approval of this report.
Further details on attendance can be found on page 40. Significant issues identified during the year under review and key matters
communicated by the auditor during reporting are included below.
Risk management and internal
controls
Principal risks
Reviewed the principal and emerging risks
faced by the Company together with the
systems, processes and oversight in place
to identify, manage and mitigate.
Service provider controls
The operational controls maintained by
the Manager, administrator, depositary
and registrar were reviewed and included
consideration of:
a summary, prepared by the AIFM,
following review of the internal controls
reports prepared bi-annually by HSBC
in respect of its European Traditional
Fund Services, Global Custody Services
and Information Technology Services
operations;
a summary, prepared by the AIFM
following review, of the internal controls
reports prepared annually by SIM; and
the Assurance Report on internal
controls of Equiniti Share Registration
Services.
All internal controls reports were reported
on by independent external accountants.
Internal controls and risk
management
Consideration of several key aspects of
internal control and risk management
operating within the Manager,
administrator, depositary and registrar,
including assurance reports and
presentations on these controls.
Financial reports and valuation
Recognition of investment income
Considered dividends received against
forecast and the allocation of special
dividends to income or capital.
Valuation and existence of holdings
The Companys assets are principally
invested in quoted equities. The Board
reviews detailed reports on portfolio
holdings on a quarterly basis.
The Committee reviewed internal control
reports from the AIFM in the year,
reporting on the systems and controls
around the pricing and valuation of
securities.
Calculation of the investment
management fee and performance fee
Consideration of methodology used to
calculate the fees, matched against the
criteria set out in the AIFM agreement.
Allocation rate of indirect expenses to
capital
Consideration of policy of allocating certain
indirect expenses to capital. Further details
in note 1(e).
Overall accuracy of the report and
financial statements
Consideration of the annual report and
financial statements and the letter from
the Manager in support of the letter of
representation to the auditor.
Fair, balanced and understandable
Reviewed the annual report and financial
statements to advise the Board whether it
was fair, balanced and understandable.
Reviewed whether performance measures
were reflective of the business, whether
there was adequate commentary on the
Companys strengths and weaknesses
and that the annual report and financial
statements, taken as a whole was
consistent with the Board’s view of the
operation of the Company.
Audit
Meetings with the auditor
The auditor attended meetings of the
Committee to present their audit plan and
the findings of the audit.
The Committee met the auditor without
representatives of the Manager present.
Effectiveness of the independent audit
process and auditor performance
The effectiveness of the independent audit
firm and audit process was evaluated prior
to making a recommendation to the Board
that the auditor should be re-appointed
at the forthcoming AGM. The Committee
evaluated the auditor’s performance
against agreed criteria including:
qualification; knowledge, expertise
and resources; independence policies;
effectiveness of audit planning; adherence
to auditing standards. Overall competence
was also considered, alongside feedback
from the Manager on the audit process.
The professional scepticism of the auditor,
during the audit process was questioned
and the Committee was satisfied with the
auditors replies.
Auditor independence
Deloitte LLP has provided audit services to
the Company since it was appointed on 19
June 2019.
The auditors are required to rotate the
senior statutory auditor every five years.
There are no contractual obligations
restricting the choice of external auditors.
This is the second year that Michael
Caullay has conducted the audit of the
Companys financial statements.
Audit results
Met with and reviewed a comprehensive
report from the auditor which detailed
the results of the audit, compliance with
regulatory requirements, safeguards that
have been established, and on their own
internal quality control procedures.
Section 4: Governance
43
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Risk management and internal
controls
Compliance with the investment
trust qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
confirming compliance.
Financial reports and valuation
Going concern and viability
Reviewed the impact of risks on going
concern and longer-term viability.
Audit
Provision of non-audit services by the
auditor
Reviewed the FRC’s Guidance on Audit
Committees and formulated a policy on
the provision of non-audit services by the
Companys auditor. The Committee has
determined that the Companys appointed
auditor will not be considered for the
provision of certain non-audit services,
such as accounting and preparation of
the financial statements, internal audit
and custody. The auditor may, if required,
provide other non-audit services which will
be judged on a case-by-case basis.
The auditor did not provide any non-audit
services to the Company during the year.
Consent to continue as auditor
Deloitte LLP indicated to the Committee its
willingness to continue to act as auditor.
Recommendations made to, and approved by, the Board:
The Committee recommended that the Board approve the half year report and the annual report and financial statements.
The Committee recommended the adoption of the going concern basis of accounting in the report and financial statements and the
explanations set out in the viability statement.
As a result of the work performed, the Committee has concluded that the annual report for the year ended 31 July 2025, taken as
a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy and has reported on these findings to the Board. The Board’s conclusions in this
respect are set out in the Statement of Directors’ Responsibilities on page 52.
Having reviewed the performance of the auditor, as described above, the Committee was satisfied that there were no circumstances
that affected the independence and objectivity of the auditor and therefore considered it appropriate to recommend the auditors
re-appointment. Resolutions to re-appoint Deloitte as auditor to the Company, and to authorise the Directors to determine their
remuneration will be proposed at the AGM.
By order of the Board
Samantha Wren
Chair of the Audit and Risk Committee
7 October 2025
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
44
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Management Engagement Committee Report
The Management Engagement Committee is responsible for (1) the monitoring and oversight of
the Manager’s performance and fees, and confirming the Manager’s ongoing suitability, and (2)
reviewing and assessing the Company’s other service providers, including reviewing their fees.
All Directors are members of the Committee. Angus Macpherson is the Chair of the Committee. Its terms of reference are available on
the Companys web pages: https://www.schroders.com/japantrust.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Oversight of the Manager
The Committee:
reviews the Manager’s performance, over the short and long
term, against the Reference Index, peer group and the market;
considers the reporting it has received from the Manager
throughout the year, and the reporting from the Manager to
the shareholders;
assesses management fees including the performance fee
on an absolute and relative basis, receiving input from the
Companys broker, including peer group and industry figures,
as well as the structure of the fees;
reviews the appropriateness of the Manager’s contract,
including terms, such as the notice period;
visits the Managers Asian offices periodically to meet with key
personnel from the Investment Manager; and
assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
Oversight of the Manager
The Committee undertook a detailed review of the Manager’s
performance and agreed that it has the appropriate depth and
quality of resource to deliver superior returns over the longer
term.
The Committee also reviewed the terms of the AIFM agreement
and agreed they remained fit for purpose.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
The Committee reviewed the progress of the Company with
respect to the conditional tender offer conditions and noted that
for the financial year the Company had delivered performance in
excess over the conditions.
Oversight of other service providers
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
depositary and custodian;
corporate broker;
registrar; and
lender.
The Committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The Committee notes the Audit and Risk Committee’s review of
the auditor.
Oversight of other service providers
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit and Risk Committee had
undertaken a detailed evaluation of the Manager, registrar, and
depositary and custodian’s internal controls.
Application during the year
Recommendations made to, and approved by, the Board:
That the ongoing appointment of the Manager on the terms of the AIFM agreement, including the fee, was in the best interests of
shareholders as a whole.
That the performance of the Companys service providers remained satisfactory.
Section 4: Governance
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Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Nomination Committee Report
The Nomination Committee is responsible for (1) the recruitment, selection and induction
of Directors, (2) their assessment during their tenure, (3) the Board’s succession, and (4)
Directors’ fees.
All Directors are members of the Committee. Philip Kay is the Chair of the Committee. Its terms of reference are available on the
Companys web pages: https://www.schroders.com/japantrust.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Selection and ongoing assessment of Directors
Application of
succession policy
Selection Induction Annual
evaluation
Annual review of
succession policy
Selection and induction
Committee prepares a job specification
for each role, and an independent
recruitment firm is appointed. For the
Chairman and the Chairs of Committees,
the Committee considers current Board
members too.
Job specification outlines the knowledge,
professional skills, personal qualities and
experience requirements.
Potential candidates assessed against
the Companys diversity policy.
Committee discusses the long list,
invites a number of candidates for
interview and makes a recommendation
to the Board.
Committee reviews the induction and
training of new Directors.
Board evaluation and Directors’ fees
Committee assesses each Director
annually.
Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
a valuable contribution to the Board
during the year, taking into account time
commitment, independence, conflicts
and training needs.
Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the annual
re-election of Directors at the AGM.
All Directors retire at the AGM and their
re-election is subject to shareholder
approval.
Committee reviews Directors’ fees,
taking into account comparative data
and reports to shareholders.
Any proposed changes to the
remuneration policy for Directors are
discussed and reported to shareholders.
Succession
The Board’s succession policy is that
Directors’ tenure will be for no longer
than nine years, except in exceptional
circumstances, and that each Director
will be subject to annual re-election at
the AGM.
Committee reviews the Board’s current
and future needs at least annually.
Should any need be identified the
Committee will initiate the selection
process.
Committee oversees the handover
process for retiring Directors.
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Section 4: Governance
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Application during the year
Board evaluation and Directors’ fees
The annual Board evaluation, including
evaluation of the Committees was
undertaken during the financial year.
The evaluation was externally facilitated
and conducted by an independent third
party, Lintstock, through the completion
of questionnaires.
The Committee also reviewed each
Director’s time commitment and
independence by reviewing a complete
list of appointments, including pro bono
not for profit roles, to ensure that each
Director remained free from conflict
and had sufficient time available to
discharge each of their duties effectively.
The SID led the review of these matters
in respect of the Chairman.
The Committee considered each
Director’s contributions, and noted
that in addition to extensive experience
as professionals and non-executive
Directors, each Director had valuable
skills and experience, as detailed in their
biographies on pages 36 and 37.
All Directors were considered to
be independent in character and
judgement.
Based on its assessment, the Committee
provided individual recommendations
for each Director’s election or re-
election.
The Committee reviewed Directors’
fees, using external benchmarking, and
recommended an increase in Directors’
fees, as detailed in the remuneration
report.
Succession
The Committee reviewed the succession
policy and agreed it was still fit for
purpose.
The Committee considered the future
needs of the Company and the effect of
individual Directors leaving and whether
this would create a skills/knowledge/
experience gap.
Recommendations made to, and approved by, the Board:
That an independent third party, Lintstock, be engaged to facilitate an external Board evaluation process through the completion of
questionnaires.
That all Directors continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the
Board, remuneration of the Directors was appropriate and Directors remain free from conflicts with the Company and its Directors,
so should all be recommended for election or re-election at the AGM.
That Directors’ fees be increased to £43,500 for the Chairman, £32,500 for non-executive Directors, £33,500 for the Management
Engagement Committee Chairman, and £37,000 for the Audit and Risk Committee Chairman.
That the Remuneration Report be put to shareholders for approval.
Section 4: Governance
47
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Directors’ Remuneration Report
Introduction
The following remuneration policy is currently in force and is
subject to a binding vote every three years. The next vote will
take place at the 2026 AGM and the current policy provisions
will apply until that date. The below Directors’ annual report on
remuneration is subject to an annual advisory vote. An ordinary
resolution to approve this report will be put to shareholders at the
forthcoming AGM.
At the AGM held on 10 December 2023, 99.96% of the votes cast
(including votes cast at the Chairman’s discretion) in respect of
approval of the Directors’ remuneration policy were in favour,
while 0.04% were against and 23,581 votes were withheld.
At the AGM held on 10 December 2024, 99.26% of the votes cast
(including votes cast at the Chairman’s discretion) in respect of
approval of the Directors’ remuneration report for the year ended
31 July 2024 were in favour, while 0.74% were against and 42,920
votes were withheld.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter considered by
the Nomination Committee and the Board.
It is the Nomination Committee’s policy to determine the level
of Directors’ remuneration having regard to amounts payable to
non-executive Directors in the industry generally, the role that
individual Directors fulfil in respect of Board and Committee
responsibilities, and time committed to the Company’s affairs,
taking into account the aggregate limit of fees set out in the
Companys Articles of Association.
The Chairman of the Board and the Chairman of the Audit and
Risk Committee both receive fees at a higher rate than the other
Directors to reflect their additional responsibilities. Directors’
fees are set at a level to recruit and retain individuals of sufficient
calibre, with the level of knowledge, experience and expertise
necessary to promote the success of the Company in reaching
its short and long-term strategic objectives. Any Director who
performs services which in the opinion of the Directors are
outside the scope of the ordinary duties of a Director, may be
paid additional remuneration to be determined by the Directors,
subject to the previously mentioned fee cap.
The Board and its Committees are exclusively comprised of
non-executive Directors. No Director past or present has an
entitlement to a pension, and the Company has not, and does
not intend to operate a share scheme for Directors or to award
any share options or long-term performance incentives to any
Director. No Director has a service contract with the Company.
However, Directors have a letter of appointment. Directors
do not receive exit payments and are not provided with any
compensation for loss of office. No other payments are made
to Directors other than the reimbursement of reasonable out-
of-pocket expenses incurred in attending to the Company’s
business.
Implementation of policy
The terms of Directors’ letters of appointment are available for
inspection at the Companys registered office address during
normal business hours and during the AGM at the location of
such meeting.
The Board did not seek the views of shareholders in setting this
policy. Any comments on the policy received from shareholders
would be considered on a case-by-case basis.
As the Company does not have any employees, no employee pay
and employment conditions were taken into account when setting
this policy and no employees were consulted in its construction.
Directors’ fees are reviewed annually and take into account
research from third parties on the fee levels of Directors of peer
group companies, as well as industry norms and factors affecting
the time commitment expected of the Directors. New Directors
are subject to the provisions set out in this remuneration policy.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Directors’ annual report on remuneration
This report sets out how the Directors’ remuneration policy was implemented during the year ended 31 July 2025.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 July 2025 and the
preceding financial year. Directors’ remuneration is all fixed; they do not receive any variable remuneration. The performance of the
Company over the financial year is presented in the Performance Summary at the start of the report.
Fees Taxable benefits
1
Total
Director
2025
£
2024
£
2025
£
2024
£
2025
£
2024
£
Philip Kay 41,500 40,125 641 41,500 40,766
Helena Coles 31,000 30,083 284 31,000 30,367
Alan Gibbs
2
11,168 30,083 95 11,168 30,178
Angus Macpherson
3,7
31,000 30,083 16,042 31,000 46,125
Belinda Richards
4
118 31,441 118 31,441
Samantha Wren
5
35,559 2,672 175 35,734 2,672
Merryn Somerset Webb
6,7
31,135 2,250 1,210 32,345 2,250
Total 181,480 166,737 1,385 17,062 182,865 183,799
1
Comprise amounts reimbursed for expenses incurred in carrying out business for the Company, and which have been grossed up to include PAYE and NI
contributions.
2
Resigned from the Board on 10 December 2024.
3
The taxable benefits paid in 2024 covered expenses spanning a period of five years since appointment.
4
Resigned as Audit Chair, and from the Board on 3 July 2024.
5
Appointed as Director and Audit Chair on 4 July 2024.
6
Appointed as Director on 4 July 2024.
7
The Director resides in Scotland, and incurred taxable expenses associated with attending Board and Committee meetings.
The information in the above table has been audited.
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review
and the prior period. In considering these figures, shareholders should take into account the Company’s investment objective.
Distributions to shareholders (share buy-backs) vs Directors’ remuneration
Year ended
31 July
2025
Year ended
31 July
2024 Change
£’000 £’000 %
Remuneration payable to Directors 183 184 (0.5)
Distributions paid to shareholders
– Dividends paid during the year 22,490 6,439
– Share buybacks 4,789 6,160
Total distributions paid to shareholders 27,279 12,599 116.5
Section 4: Governance
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Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Consideration of matters relating to Directors’ remuneration
Following the review of Directors’ fees by the Nomination Committee, it was proposed to increase to all Directors’ fees by 4% (rounded
up to the nearest £500), with an additional £1,000 for the Chair of the Management Engagement Committee, to commence from 1 July
2025. (Chairman £43,500, Audit and Risk Committee Chairman £37,000, Management Engagement Committee Chairman, £33,500,
non-executive Directors £32,500). The Board approved this recommendation.
The members of the Board at the time that remuneration levels were considered were as set out on pages 36 and 37. Although no
external advice was sought in considering the levels of Directors’ fees, information on fees paid to Directors of other investment trusts
managed by Schroders and peer group companies provided by the Manager and corporate broker was taken into consideration, as
was independent third party research.
Annual percentage change in directors’ remuneration
Change in annual fee over years ended 31 July
Director
2025
%
2024
%
2023
%
2022
%
2021
%
Philip Kay (Chairman) 1.8 12.1 n/a n/a n/a
Anja Balfour n/a n/a n/a 9.8 (1.2)
Helena Coles 2.1 3.1 n/a n/a n/a
Alan Gibbs (63.0) 3.1 0.5 7.5
Angus Macpherson
1,2
(32.8) 3.1 2.7 5.2 n/a
Belinda Richards (99.6) (5.2) 2.0 4.5
Samantha Wren
3
n/a n/a n/a n/a n/a
Merryn Somerset Webb
1,4
n/a n/a n/a n/a n/a
1
The Director, who resides in Scotland, incurred taxable expenses associated with attending Board and Committee meetings.
2
The taxable benefits in the prior period covered expenses spanning a period of five years since appointment.
3
Appointed as Director and Audit Chair on 4 July 2024, therefore, no year-on-year change in remuneration is presented in the table above.
4
Appointed as Director on 4 July 2024, therefore, no year-on-year change in remuneration is presented in the table above.
Change in annual remuneration payable
Director
2025
£
2024
£
2023
£
2022
£
2021
£
Philip Kay 41,500 40,766 35,786 9,640
Anja Balfour 15,998 41,327 37,624
Helena Coles 31,000 30,367 29,167 9,487
Alan Gibbs 11,168 30,178 29,167 29,024 27,000
Angus Macpherson
1,2
31,000 46,125 29,167 28,404 27,000
Belinda Richards 118 31,441 33,167 32,504 31,100
Samantha Wren 35,734 2,672
Merryn Somerset Webb
1
32,345 2,250
182,865 183,799 172,452 150,386 122,724
1
The Director, who resides in Scotland, incurred taxable expenses associated with attending Board and Committee meetings.
2
The taxable benefits in the prior period covered expenses spanning a period of five years since appointment.
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Directors
The Companys Articles of Association do not require Directors to own shares in the Company. The interests of Directors, including
those of connected persons, at the beginning and end of the financial year under review, are set out below.
At 31 July
2025
At 31 July
2024
Helena Coles 8,432 5,000
Alan Gibbs
1
n/a 150,000
Philip Kay 26,527 26,527
Angus Macpherson 49,440 49,440
Samantha Wren
2
1,650 1,650
Merryn Somerset Webb
3
7,866 nil
1
Alan Gibbs resigned as a Director on 10 December 2024.
2
Samantha Wren was appointed as Director and Audit Chair on 4 July 2024.
3
Merryn Somerset Webb was appointed as Director on 4 July 2024.
The information in the above table has been audited. There have been no changes since the year end.
Performance
A graph showing the Company’s share price total return compared with the Reference Index over the last 10 years is set out below.
The Reference Index has been selected as an appropriate comparison based on the composition of the Company’s investment
portfolio.
Share Price vs Benchmark Graph
To promote transparency and uphold effective governance, the Board includes a comparison of the Companys share price
performance against its benchmark.
This reflects the Board’s role in overseeing investment performance, managing the discount, and ensuring alignment with the
Companys objectives. The inclusion of this graph supports clear communication with shareholders and aligns with best practice
guidance from the Association of Investment Companies (AIC).
10 year performance of share price and benchmark total returns
50
100
150
200
250
31 July 2015
31 July 2016
31 July 2017
31 July 2018
31 July 2019
31 July 2020
31 July 2021
31 July 2022
31 July 2023
31 July 2024
31 July 2025
Share Price Total Return
Benchmark
Source: Morningstar/Thomson Reuters. Rebased to 100 at 31 July 2015.
Definitions of terms and performance measures are provided on pages 85 and 86.
On behalf of the Board
Philip Kay
Chairman
7 October 2025
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Statement of Directors’ Responsibilities
in respect of the Annual Report and Financial
Statements
The Directors are responsible for preparing the Annual Report and the Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards, comprising FRS 102 “The
Financial Reporting Standard applicable in the UK and Republic of
Ireland”, and applicable law).
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Company and of the return or
loss of the Company for that period. In preparing the financial
statements, the Directors are required to:
select suitable accounting policies and then apply them
consistently;
state whether applicable United Kingdom Accounting
Standards, comprising FRS 102, have been followed, subject to
any material departures disclosed and explained in the financial
statements;
make judgements and accounting estimates that are
reasonable and prudent; and
prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and enable them to ensure
that the financial statements and the Directors’ remuneration
report comply with the Companies Act 2006.
The Directors 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 Manager is responsible for the maintenance and integrity
of the webpage dedicated to the Company. Legislation in the
United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed in the
Board of Directors on pages 36 and 37 confirm that, to the best
of their knowledge:
the Company financial statements, which have been prepared
in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards,
comprising FRS 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”, and applicable
law), give a true and fair view of the assets, liabilities, financial
position and profit of the Company;
the Strategic Report includes a fair review of the development
and performance of the business and the position of the
Company, together with a description of the principal risks and
uncertainties that it faces; and
that the annual report and financial statements, taken as a
whole, are fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Companys performance, business model and strategy.
On behalf of the Board:
Philip Kay
Chairman
7 October 2025
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Kiyomizu-dera temple, Kyoto.
Section 5: Financials
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Section 5: Financials
Independent Auditors Report 56
Income Statement 61
Statement of Changes in Equity 62
Statement of Financial Position 63
Notes to the Financial Statements 64
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Independent Auditor’s Report to the members of
Schroder Japan Trust plc
Report on the audit of the financial
statements
1. Opinion
In our opinion the financial statements of Schroder Japan Trust
plc (the ‘company’):
give a true and fair view of the state of the company’s affairs
as at 31 July 2025 and of its return for the year then ended;
have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice, including
Financial Reporting Standard 102 “The Financial Reporting
Standard applicable in the UK and Republic of Ireland” and
the Statement of Recommended Practice issued by the
Association of Investment Companies in July 2022 “Financial
Statements of Investment Trust Companies and Venture
Capital Trusts”; and
have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements which comprise:
the statement of comprehensive income;
the statement of changes in equity;
the statement of financial position; and
the related notes 1 to 20.
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) and the Statement of Recommended Practice issued
by the Association of Investment Companies (“SORP”) in July
2022 “Financial Statements of Investment Trust Companies and
Venture Capital Trusts”.
2. 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 auditors 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 Financial Reporting Council’s
(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 confirm that we have
not provided any non-audit services prohibited by the FRC’s
Ethical Standard to the company.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
3. Summary of our audit approach
Key audit matters The key audit matter that we identified
in the current year was valuation and
existence of listed investments.
Within this report, key audit matter is
identified as follows:
Similar level of risk
Materiality The materiality that we used in the
current year was £3.45m which was
determined on the basis of 1% of net
assets.
Scoping We performed our audit scoping
based upon quantitative and
qualitative risk assessment factors for
each account balance recorded as at
31 July 2025.
Significant changes
in our approach
There have been no significant
changes to our audit approach in the
current year.
4. 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:
Considering as part of our risk assessment the nature of
the company, its business model and related risks, the
requirements of the applicable financial reporting framework
and the system of internal control;
Assessing the underlying data and appropriateness of key
assumptions used to make the going concern assessment,
including assessment of the accuracy of forecasts and
evaluation of the directors’ plans for future actions in relation
to their going concern assessment;
Assessing the liquidity and ability of the Investment Manager
to trade in the investment portfolio to cover operational
expenditure as appropriate; and
Assessing the appropriateness of the going concern disclosure
in note 1 to the financial statements.
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
companys 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 reporting on how the company 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.
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Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
5. 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, and we do not provide a separate opinion on these
matters.
5.1. Valuation and existence of listed investments
Key audit matter
description
The listed investments of the company
of £327.2m (2024: £353.9m) make up
94% (2024: 97%) of total assets of the
company at 31 July 2025.
There is a risk that the listed investments
may not be valued correctly or may not
represent the assets of the company.
Given the nature and size of the balance
and its importance to the company, we
have considered that there is a potential
risk of fraud in this area.
See the accounting policy in note 1(b) of
the Financial Statements and also note
10 of the Financial Statements.
How the scope
of our audit
responded to the
key audit matter
We performed the following procedures
to address the key audit matter
identified:
with involvement of financial
instruments specialists assessed the
valuation methodology applied in
valuation of listed investments;
inspected the internal controls report
over the administrator to obtain an
understanding of relevant controls
relating to existence and valuation of
listed investments;
agreed 100% of the company’s listed
investment portfolio at the year end to
confirmations received directly from
the depositary; and
agreed 100% of the bid prices of
listed investments on the investment
ledger at year end to closing bid prices
published by an independent pricing
source.
Key observations Based on the work performed, we
concluded that the valuation and
existence of listed investments are
appropriate.
6. Our application of materiality
6.1. 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 both in planning the
scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Materiality £3.45m (2024: £3.51m)
Basis for
determining
materiality
1% of net assets (2024: 1% of net assets)
Rationale for
the benchmark
applied
We have used net assets as our
materiality benchmark as we consider it
to be the most relevant indicator of the
companys performance for the users of
the financial statements, as well as being
a key driver of shareholder value.
Net Assets £345m
Materiality £3.45m
3
Audit and Risk
Committee reporting
threshold £0.17m
Net Assets
Materiality
6.2. Performance materiality
We set performance materiality at a level lower than materiality
to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial
statements as a whole. Performance materiality was set at 70%
of materiality for the 2025 audit (2024: 70%). In determining
performance materiality, we considered the following factors:
a. The company’s structure and operating model.
b. The continuity in place within the business from the previous
year with both management and the administrator.
c. The lack of changes to accounting policies during the current
period which would require significant judgement.
d. Our experience from prior period audits, where there has
not been a history of uncorrected misstatements or controls
deficiencies.
e. The quality of the control environment and whether we were
able to rely on controls.
6.3. Error reporting threshold
We agreed with the Audit and Risk committee that we would
report to the Committee all audit differences in excess of £0.17m
(2024: £0.18m), as well as differences below that threshold that,
in our view, warranted reporting on qualitative grounds. We also
report to the Audit and Risk committee on disclosure matters
that we identified when assessing the overall presentation of the
financial statements.
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7. An overview of the scope of our audit
7.1. Scoping
Our audit scope was determined by obtaining an understanding
of the company and its environment, including internal controls,
and assessing the risks of material misstatement. Audit work to
respond to the risks of material misstatement was performed
directly by the audit engagement team.
7.2. Our consideration of the control environment
In assessing the companys control environment, we considered
controls in place at the company’s service organisation which
acts as administrator. As part of this, we reviewed the System and
Organisation Controls (SOC 1) Reports of the service organisation,
specifically the controls relating to financial reporting and
valuation and existence of listed investments. We also reviewed
the controls report of the service organisation in respect of
general IT controls. Further, we obtained an understanding of
relevant business processes and controls that address the risk of
material misstatement in financial reporting.
7.3. Our consideration of climate-related risks
In planning our audit, we have considered the potential impact
of climate change on the business and its financial statements.
The company continues to develop its model for assessing and
assigning an ESG score on existing and potential investments
based on assessment of the potential impacts of environmental,
social and governance (“ESG”) related risks, including climate
change, as outlined on page 20 of the annual report. As a part
of our audit, we obtained an understanding of the entitys
process of identifying climate-related risks and the impact on
the companys financial statements. We have read the climate
related disclosures in the annual report to consider whether they
are materially consistent with the financial statements and our
knowledge obtained in the audit.
8. Other information
The other information comprises the information included in the
annual, other than the financial statements and our auditors
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.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, 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.
10. Auditors 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
auditors 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 FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors report.
11. 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.
11.1. Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material misstatement in
respect of irregularities, including fraud and non-compliance with
laws and regulations, we considered the following:
the nature of the industry and sector, control environment and
business performance including the design of the companys
remuneration policies, key drivers for directors’ remuneration,
bonus levels and performance targets;
results of our enquiries of management, the directors and the
Audit and Risk committee about their own identification and
assessment of the risks of irregularities, including those that
are specific to the company’s sector;
any matters we identified having obtained and reviewed the
companys documentation of their policies and procedures
relating to:
identifying, evaluating and complying with laws and
regulations and whether they were aware of any instances of
non-compliance;
detecting and responding to the risks of fraud and whether
they have knowledge of any actual, suspected or alleged
fraud;
the internal controls established to mitigate risks of fraud or
non-compliance with laws and regulations.
the matters discussed among the audit engagement team
and relevant internal specialists, including tax, IT, and financial
instrument specialists regarding how and where fraud might
occur in the financial statements and any potential indicators
of fraud.
As a result of these procedures, we considered the opportunities
and incentives that may exist within the organisation for fraud
and identified the greatest potential for fraud in the following
area: valuation and existence of listed investments. In common
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with all audits under ISAs (UK), we are also required to perform
specific procedures to respond to the risk of management
override.
We also obtained an understanding of the legal and regulatory
framework that the company operates in, focusing on provisions
of those laws and regulations that had a direct effect on the
determination of material amounts and disclosures in the
financial statements. The key laws and regulations we considered
in this context included the UK Companies Act, Listing Rules and
Investment Trust Tax Legislation.
In addition, we considered provisions of other laws and
regulations that do not have a direct effect on the financial
statements but compliance with which may be fundamental to the
companys ability to operate or to avoid a material penalty.
11.2. Audit response to risks identified
As a result of performing the above, we identified the valuation
and existence of listed investments as a key audit matter related
to the potential risk of fraud. The key audit matters section of our
report explains the matter in more detail and also describes the
specific procedures we performed in response to that key audit
matter.
In addition to the above, our procedures to respond to risks
identified included the following:
reviewing the financial statement disclosures and testing
to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having
a direct effect on the financial statements;
enquiring of management, the Audit and Risk committee
concerning actual and potential litigation and claims;
performing analytical procedures to identify any unusual or
unexpected relationships that may indicate risks of material
misstatement due to fraud;
reading minutes of meetings of those charged with
governance; and
in addressing the risk of fraud through management override
of controls, testing the appropriateness of journal entries and
other adjustments; assessing whether the judgements made
in making accounting estimates are indicative of a potential
bias; and evaluating the business rationale of any significant
transactions that are unusual or outside the normal course of
business.
We also communicated relevant identified laws and regulations
and potential fraud risks to all engagement team members
including internal specialists, and remained alert to any
indications of fraud or non-compliance with laws and regulations
throughout the audit.
Report on other legal and regulatory
requirements
12. 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.
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 any material misstatements in the
strategic report or the directors’ report.
13. 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 and 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 35;
the directors’ explanation as to its assessment of the
companys prospects, the period this assessment covers and
why the period is appropriate set out on page 35;
the directors’ statement on fair, balanced and
understandable set out on page 46;
the board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out on
page 32;
the section of the annual report that describes the review
of effectiveness of risk management and internal control
systems set out on page 32; and
the section describing the work of the Audit and Risk committee
set out on pages 44-46.
14. Matters on which we are required to report by
exception
14.1. Adequacy of explanations received and accounting
records
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
we have not received all the information and explanations we
require for our audit; or
adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
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the financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
14.2. Directors’ remuneration
Under the Companies Act 2006 we are also required to report if
in our opinion certain disclosures of directors’ remuneration have
not been made or the part of the directors’ remuneration report
to be audited is not in agreement with the accounting records
and returns.
We have nothing to report in respect of these matters.
15. Other matters which we are required to address
15.1. Auditor tenure
Following the recommendation of the Audit and Risk committee,
we were appointed by the board of directors on 10 April 2019
to audit the financial statements for the year ending 31 July
2019 and subsequent financial periods. The period of total
uninterrupted engagement including previous renewals and
reappointments of the firm is 7 years, covering the years ending
31 July 2019 to 31 July 2025.
15.2. Consistency of the audit report with the additional
report to the Audit and Risk committee
Our audit opinion is consistent with the additional report to
the Audit and Risk committee we are required to provide in
accordance with ISAs (UK).
16. 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 companys members those matters we are required
to state to them in an auditors 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
companys members as a body, for our audit work, for this report,
or for the opinions we have formed.
Michael Caullay
Senior statutory auditor
For and on behalf of Deloitte LLP,
Statutory Auditor
Glasgow, United Kingdom
7 October 2025
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Statement of Comprehensive Income
for the year ended 31 July 2025
2025 2024
Note
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Gains on investments held at fair value through profit or loss 2 12,834 12,834 52,343 52,343
Net gains on derivative contracts 10 2,080 2,080 929 929
Net foreign currency (losses)/gains (89) (89) 3,055 3,055
Income from investments and derivatives 3 10,383 10,383 8,917 8,917
Other interest receivable and similar income 3 66 66 54 54
Gross return 10,449 14,825 25,274 8,971 56,327 65,298
Investment management fee 4 (688) (1,605) (2,293) (705) (1,644) (2,349)
Administrative expenses 5 (724) (724) (715) (715)
Net return before finance costs and taxation 9,037 13,220 22,257 7,551 54,683 62,234
Finance costs 6 (116) (272) (388) (94) (221) (315)
Net return before taxation 8,921 12,948 21,869 7,457 54,462 61,919
Taxation 7 (901) (901) (892) (892)
Net return after taxation 8,020 12,948 20,968 6,565 54,462 61,027
Return per share (pence) 8 6.91 11.16 18.07 5.53 45.85 51.38
The “Total” column of this statement is the profit and loss account of the Company. The “Revenue” and “Capital” columns represent
supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other
items of other comprehensive income and therefore the net return after taxation is also the total comprehensive income for the year.
All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued
in the year.
The notes on pages 64 to 77 form an integral part of these accounts.
Section 5: Financials
61
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Statement of Changes in Equity
for the year ended 31 July 2025
Note
Called-up
share
capital
£’000
Shar
e
premium
£’000
Capital
redemption
reserve
£’000
Warrant
excercise
reserve
£’000
Shar
e
purchase
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 31 July 2023 11,990 7 511 3 86,878 195,135 7,936 302,460
Repurchase of the Company’s own
shares for cancellation (145) 145 (3,426) (3,426)
Repurchase of the Company’s own
shares into treasury (2,734) (2,734)
Net return after taxation 54,462 6,565 61,027
Dividend paid in the year 9 (6,439) (6,439)
At 31 July 2024 11,845 7 656 3 80,718 249,597 8,062 350,888
Repurchase of the Company’s own
shares into treasury (4,789) (4,789)
Net return after taxation 12,948 8,020 20,968
Dividend paid in the year 9 (7,523) (14,967) (22,490)
At 31 July 2025 11,845 7 656 3 75,929 255,022 1,115 344,577
The notes on pages 64 to 77 form an integral part of these accounts.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
62
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Statement of Financial Position
at 31 July 2025
Note
2025
£’000
2024
£’000
Fixed assets
Investments held at fair value through profit or loss 10 327,209 353,898
Current assets
Debtors 11 2,213 2,382
Cash at bank 17,028 7,396
Derivative financial instruments held at fair value through profit or loss 3,855 1,343
10 23,096 11,121
Current liabilities
Creditors: amounts falling due within one year 12 (2,460) (13,179)
Amounts owing to derivative clearing houses and brokers (3,145) (538)
Derivative financial instruments held at fair value through profit or loss 10 (123) (414)
(5,728) (14,131)
Net current assets/(liabilities) 17,368 (3,010)
Net assets 344,577 350,888
Capital and reserves
Called-up share capital 13 11,845 11,845
Share premium 14 7 7
Capital redemption reserve 14 656 656
Warrant exercise reserve 14 3 3
Share purchase reserve 14 75,929 80,718
Capital reserves 14 255,022 249,597
Revenue reserve 14 1,115 8,062
Total equity shareholders’ funds 344,577 350,888
Net asset value per share (pence) 15 298.35 298.88
These financial statements were approved and authorised for issue by the Board of Directors on 7 October 2025 and signed on its
behalf by:
Philip Kay
Chairman
The notes on pages 64 to 77 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares.
Company registration number: 02930057.
Section 5: Financials
63
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Notes to the Financial Statements
for the year ended 31 July 2025
1. Accounting Policies
(a) Basis of accounting
Schroder Japan Growth Fund plc (“the Company”) is registered in England and Wales as a public company limited by shares. The
companys registered office is 1 London Wall Place, London EC2Y 5AU.
The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting
Practice (“UK GAAP”), in particular in accordance with Financial Reporting Standard (FRS) 102 “The Financial Reporting Standard
applicable in the UK and Republic of Ireland”, and with the Statement of Recommended Practice “Financial Statements of Investment
Trust Companies and Venture Capital Trusts” (the “SORP”) issued by the Association of Investment Companies in July 2022. All of the
Companys operations are of a continuing nature.
The financial statements have been prepared on a going concern basis under the historical cost convention, as modified by the
revaluation of investments held at fair value through profit or loss. The Directors believe that the Company has adequate resources
to continue operating for at least 12 months from the date of approval of these accounts. In forming this opinion, the Directors have
taken into consideration: the controls and monitoring processes in place; the Company’s level of debt and other payables; the level of
operating expenses, comprising largely variable costs which would reduce pro rata in the event of a market downturn; and that the
Companys assets comprise cash and readily realisable securities quoted in active markets. In forming this opinion, the Directors have
also considered any potential impact of climate change, and the risk/impact of elevated and sustained inflation and interest rates on
the viability of the Company. The Company has additionally performed stress tests which confirm that a 50% fall in the market prices of
the portfolio would not affect the Board’s conclusions in respect of going concern. Further details of Directors’ considerations regarding
this are given in the Chairman’s Statement, Portfolio Managers’ Review, Going Concern Statement, Viability Statement and under the
Emerging Risks and uncertainties heading on page 42.
The Company has not presented a statement of cash flows, as it is not required for an investment trust which meets certain conditions;
in particular that substantially all of the Companys investments are highly liquid and carried at market value.
The financial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these accounts are consistent with those applied in the accounts for the year ended 31 July 2024.
No significant judgements, estimates or assumptions have been required in the preparation of the accounts for the current or
preceding financial year.
(b) Valuation of investments
The Company’s business is investing in financial assets with a view to profiting from their total return in the form of income and capital
growth. This portfolio of financial assets and derivative instruments is managed and its performance evaluated on a fair value basis, in
accordance with a documented investment strategy and information is provided internally on that basis to the Company’s Board of Directors.
Accordingly, upon initial recognition, the investments are classified by the Company as “held at fair value through profit or loss”. Investments
are included initially at transaction price, excluding expenses incidental to purchase which are written off to capital at the time of acquisition.
Subsequently, investments are valued at fair value, which are last traded prices as quoted on the Tokyo Stock Exchange.
The Contracts for Difference (CFD) held in the portfolio are valued based on the price of the underlying security or index which they are
purchased to reflect. The fair value of the CFDs is the difference between the strike price and the underlying shares in the contract.
Investments that are unlisted or not actively traded are valued using a variety of techniques to determine their fair value; all such
valuations are reviewed by both the AIFM’s Fair Value Pricing Committee and by the directors. No investments held at the current or
comparative year end have been valued using other techniques. All purchases and sales are accounted for on a trade date basis.
(c) Accounting for reserves
Gains and losses on sales of investments and increases and decreases in the valuation of investments are included in the statement of
comprehensive income and in capital reserves within “gains on investments held at fair value through profit or loss.
Gains and losses on sales of CFDs and increases and decreases in the valuation of CFDs are included in the statement of
comprehensive income and in capital reserves within “net gains on derivative contracts.
Foreign exchange gains and losses on cash and deposit balances and unrealised exchange gains and losses on foreign currency loans
are included in the statement of comprehensive income and in capital reserves.
(d) Income
Dividends receivable are recognised on the ex-dividend basis except where, in the opinion of the board, the dividend is capital in
nature, in which case it is included in capital.
Overseas dividends are included gross of any withholding tax. CFD dividends are included net of any withholding tax.
Where the Company has elected to receive scrip dividends in the form of additional shares rather than in cash, the amount of the cash
dividend foregone is recognised in revenue. Any excess in the value of the shares received over the amount of the cash dividend is
recognised in capital.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
64
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
(e) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to the revenue column of the income statement
with the following exceptions:
The investment management fee is allocated 30% to revenue and 70% to capital in line with the board’s expected long-term split of
revenue and capital return from the Company’s investment portfolio.
Expenses incidental to the purchase or sale of an investment are charged to capital. These expenses are commonly referred to as
transaction costs and mainly comprise brokerage commission. Details of transaction costs are given in note 10 on page 69.
(f) Finance costs
Finance costs, including collateral and finance costs paid on CFDs, any premiums payable on settlement or redemption and direct issue
costs, are accounted for on an accruals basis using the effective interest method in accordance with FRS 102.
Finance costs are allocated 30% to revenue and 70% to capital in line with the board’s expected long-term split of revenue and capital
return from the Company’s investment portfolio.
(g) Other financial instruments
Cash and cash equivalents may comprise cash at bank including bank overdrafts and demand deposits which are readily convertible to
a known amount of cash and are subject to insignificant risk of changes in value.
Other debtors and creditors do not carry any interest, are short-term in nature and are accordingly stated at nominal value, with
debtors reduced by appropriate allowances for estimated irrecoverable amounts.
Bank loans are classified as loans and are initially measured at fair value and subsequently measured at amortised cost. They
are recorded at the proceeds received net of direct issue costs. Finance costs, including any premiums payable on settlement or
redemption and direct issue costs, are accounted for on an accruals basis using the effective interest method.
(h) Taxation
The tax charge for the year is based on amounts expected to be received or paid.
Deferred tax is accounted for in accordance with FRS 102.
Deferred tax is provided on all timing differences that have originated but not reversed by the balance sheet date.
Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it
is probable that taxable profits will be available against which those timing differences can be utilised.
Tax relief is allocated to expenses charged to the capital column of the statement of comprehensive income on the “marginal basis”. On
this basis, if taxable income is capable of being entirely offset by revenue expenses, then no tax relief is transferred to capital.
Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected
to reverse, based on tax rates that have been enacted or substantively enacted at the accounting date and is measured on an
undiscounted basis.
(i) Foreign currency
In accordance with FRS 102, the Company is required to determine a functional currency, being the currency in which the Company
predominantly operates. The Board, having regard to the currency of the Company’s share capital and the predominant currency in
which its shareholders operate, has determined that sterling is the functional currency and the currency in which the accounts are
presented.
Transactions denominated in foreign currencies are converted at actual exchange rates as at the date of the transaction.
Monetary assets, liabilities and equity investments denominated in foreign currencies at the year end, are translated at the rates of
exchange prevailing at the year end.
(j) Dividend payable
In accordance with FRS 102, the final dividend is included in the accounts in the year in which it is paid.
(k) Repurchase of Ordinary Shares
The costs of repurchasing Ordinary shares into treasury, including related stamp duty and transaction costs are taken directly to equity
and reported through the Statement of Changes in Equity as a charge on the share purchase reserve. Share repurchase transactions
are accounted for on a trade date basis.
The nominal value of Ordinary share capital repurchased and held in treasury remain in the called up share capital reserve.
Section 5: Financials
65
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
2. Gains on investments held at fair value through profit or loss
2025
£’000
2024
£’000
Gains on sales of investments based on historic cost 19,386 40,054
Amounts recognised in investment holding gains and losses in the previous year in respect of investments
sold in the year (23,651) (29,179)
(Losses)/gains on sales of investments based on the carrying value at the previous balance sheet date (4,265) 10,875
Net movement in investment holding gains and losses 17,099 41,468
Gains on investments held at fair value through profit and loss 12,834 52,343
3. Income
2025
£’000
2024
£’000
Income from investments:
Overseas dividends 9,018 8,917
Derivative income
Dividends received on long CFDs 1,365
Other interest receivable and similar income
Deposit interest 66 54
Total income 10,449 8,971
4. Investment management fee
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Management fee 688 1,605 2,293 705 1,644 2,349
The basis for calculating the investment management fee is set out in the Report of the Directors on page 39 and details of all amounts
payable to the Manager are given in note 16 on page 71.
5. Administrative expenses
2025
£’000
2024
£’000
Administration expenses 352 361
Directors’ fees
1
181 167
Company secretarial fee 90 90
Marketing support fee 59 58
Auditors’ remuneration for audit services 42 39
724 715
1
Details of all amounts payable to Directors are given in the Remuneration Report on page 49.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
66
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
6. Finance costs
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Interest on bank loans 11 27 38 94 221 315
Interest paid on long CFDs 105 245 350
Taxation for the year 116 272 388 94 221 315
7. Taxation
(a) Analysis of tax charge for the year
2025
£’000
2024
£’000
Irrecoverable overseas tax 901 892
Taxation 901 892
(b) Factors affecting tax charge for the year
The tax assessed for the year is lower (2024: lower) than the Company’s applicable rate of corporation tax for the year of 25% (2024: 25%).
The factors affecting the tax charge for the year are as follows:
2025 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net return before taxation 8,921 12,948 21,869 7,457 54,462 61,919
Net return before taxation multiplied by the Company’s applicable
rate of corporation tax for the year of 25% (2024: 25%) 2,230 3,237 5,467 1,864 13,616 15,480
Effects of:
Capital gains on investments (3,706) (3,706) (14,082) (14,082)
Income not chargeable to corporation tax (2,596) (2,596) (2,229) (2,229)
Unrelieved expenses 366 469 835 365 466 831
Irrecoverable overseas tax 901 901 892 892
Taxation for the year 901 901 892 892
(c) Deferred taxation
The Company has an unrecognised deferred tax asset of £12,348,000 (2024: £11,513,000) based on a prospective corporation tax rate
of 25% (2024: 25%). The main rate of corporation tax increased to 25% for fiscal years beginning on or after 1 April 2023.
This deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition
of the Companys portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been
recognised in the accounts.
Given the Companys intention to meet the conditions required to retain its status as an investment trust company, no provision has
been made for UK capital gains tax on any capital gains or losses arising on the revaluation or disposal of investments.
8. Return per share
2025
£’000
2024
£’000
Revenue return 8,020 6,565
Capital return 12,948 54,462
Total return 20,968 61,027
Weighted average number of ordinary shares in issue during the year 116,025,982 118,779,949
Revenue return per share (pence) 6.91 5.53
Capital return per share (pence) 11.16 45.85
Total return per share (pence) 18.07 51.38
Section 5: Financials
67
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
9. Dividends
Dividend paid and proposed
2025
£’000
2024
£’000
2024 final dividend of 10.81p (2023: 5.40p) 12,561
1
6,439
First interim dividend of 2.82p (2024: nil) 3,267
Second interim dividend of 2.89p (2024: nil) 3,345
Third interim dividend of 2.87p (2024: nil) 3,317
Total dividends paid in the year 22,490 6,439
2025
£’000
2024
£’000
2025 Fourth interim dividend proposed of 2.85p (2024: nil) 3,292 12,691
1
The 2024 final dividend amounted to £12,691,000. However the amount actually paid was £12,561,000 as shares were repurchased and cancelled, after the
accounting date, but prior to the dividend Record Date.
Dividends are initially paid from the revenue reserve; any amounts exceeding this reserve will be funded from the capital reserve. For
the final dividend paid on 13 December 2024 £4,499,000 was paid from capital reserve, and £3,024,000 for the second interim dividend
paid on 30 April 2025.
(a) Dividends for the purposes of Section 1158 of the Corporation Tax Act 2010 (“Section 1158”)
The requirements of Section 1158 are considered on the basis of dividends declared in respect of the financial year as shown below.
The revenue available for distribution by way of dividend for the year is £8,020,000 (2024: £6,565,000).
2025
£’000
First interim dividend of 2.82p 3,267
Second interim dividend of 2.89p 3,345
Third interim dividend of 2.87p 3,317
Fourth interim of 2.85p 3,292
Total dividends of 11.43p (2024: 10.81p) 13,221
10. Investments held at fair value through profit or loss
(a) Movement in investments
2025
£’000
2024
£’000
Opening book cost 287,279 277,426
Opening investment holding gains 66,619 54,330
Opening fair value 353,898 331,756
Analysis of transactions made during the year
Purchases at cost 87,291 108,919
Sales proceeds received (126,814) (139,120)
Gains on investments held at fair value 12,834 52,343
Closing fair value 327,209 353,898
Closing book cost 267,142 287,279
Closing investment holding gains 60,067 66,619
Closing fair value 327,209 353,898
All investments are listed on a recognised stock exchange.
The Company received £126,814,000 (2024: £139,120,000) from disposal of investments in the year. The book cost of these
investments when they were purchased were £107,428,000 (2024: £99,066,000). These investments have been revalued over time and
until they were sold any unrealised gains/losses were included in the fair value of the investments.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
68
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
(b) Transaction costs
The following transaction costs, mainly comprising brokerage commissions, were incurred during the year:
2025
£’000
2024
£’000
On acquisitions 19 23
On disposals 28 30
47 53
(c) Derivative financial instruments
Contracts for Differences (CFDs)
2025
£’000
2024
£’000
Movement in investment holding gains on CFDs 2,803 929
Realised losses on CFDs (723)
2,080 929
2025 2024
Derivative financial instruments held at fair value through profit or loss
Asset
exposure
£’000
Fair
value
£’000
Asset
exposure
£’000
Fair
value
£’000
CFD assets 59,736 3,855 32,577 1,343
CFD liabilities 3,672 (123) 16,117 (414)
63,408 3,732 48,694 929
The CFDs are held in order to increase exposure to stock movements without the financial commitment of purchasing the stock. The
total market exposure on the CFDs held at the year end is £63,408,000 (2024: £48,694,000) and the liability attached to the contract for
differences is £59,676,000 (2024: £47,765,000). This resulted in an unrealised gain of £3,732,000 (2024: £929,000).
11. Current assets
Debtors
2025
£’000
2024
£’000
Securities sold awaiting settlement 1,851 1,960
Dividends and interest receivable 339 398
Other debtors 23 24
2,213 2,382
The Directors consider that the carrying amount of debtors approximates to their fair value.
Section 5: Financials
69
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
12. Current liabilities
Creditors: amounts falling due within one year
2025
£’000
2024
£’000
Securities purchased awaiting settlement 1,546 1,943
Repurchase of ordinary shares into treasury awaiting settlement 114 109
Other creditors and accruals 800 778
Bank loan 10,349
2,460 13,179
The Directors consider that the carrying amount of creditors approximates to their fair value.
The Company has a yen 1.0 billion credit facility available from Sumitomo Mitsui Banking Corporation, London Branch, which was
undrawn at the year end (2024: yen 2.0 billion).
Further details of the facility are given in note 19 on page 74.
13. Called-up share capital
2025
£’000
2024
£’000
Ordinary shares allotted, called-up and fully paid:
Ordinary shares in issue:
Opening balance of 117,400,528 (2024: 119,903,965) ordinary shares of 10p each 11,740 11,990
Repurchase and cancellation of nil (2024: 1,450,679) shares (145)
Repurchase of 1,905,024 (2024: 1,052,758) shares held in treasury (191) (105)
Subtotal of 115,495,504 (2024: 117,400,528) shares 11,549 11,740
2,957,782 (2024: 1,052,758) shares held in treasury 296 105
Closing balance of 118,453,286 (2024: 118,453,286) shares 11,845 11,845
During the year, the Company purchased 1,905,024 of its own shares, nominal value £191,000 to hold in in treasury, for a total
consideration of £4,789,000 representing 1.62% of the shares outstanding at the beginning of the year. The reason for these share
repurchases was to seek to manage the volatility of the share price discount to net asset value per share.
14. Reserves
Capital reserves
Year ended 31 July 2025
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Warrant
exercise
reserve
1
£’000
Share
purchase
reserve
2
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
Opening balance 7 656 3 80,718 181,490 68,107 8,062
Gains on sales of investments based on the carrying
value at the previous balance sheet date (4,265)
Net movement in investment holding gains and losses 17,099
Transfer on disposal of investments 23,651 (23,651)
(Losses)/gains on contracts for difference (723) 2,803
Realised exchange losses on cash and short-term
deposits (304)
Exchange gains/(losses) on foreign currency loan 774 (559)
Management fee and finance costs allocated to capital (1,877)
Share repurchases into treasury (4,789)
Dividend paid (7,523) (14,967)
Retained revenue for the year 8,020
Closing balance 7 656 3 75,929 191,223 63,799 1,115
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
70
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Capital reserves
Year ended 31 July 2024
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Warrant
exercise
reserve
1
£’000
Share
purchase
reserve
2
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
Opening balance 7 511 3 86,878 135,027 60,108 7,936
Gains on sales of investments based on the carrying
value at the previous balance sheet date 10,875
Net movement in investment holding gains and losses 41,468
Transfer on disposal of investments 29,179 (29,179)
Gains on contracts for difference 929
Realised exchange losses on cash and short-term
deposits (8)
Exchange gains/(losses) on foreign currency loan 8,282 (5,219)
Management fee and finance costs allocated to capital (1,865)
Share repurchases for cancellation 145 (3,426)
Share repurchases into treasury (2,734)
Dividend paid (6,439)
Retained revenue for the year 6,565
Closing balance 7 656 3 80,718 181,490 68,107 8,062
1
These reserves are not distributable.
2
These are realised (distributable) capital reserves which may be used to repurchase the Companys own shares or distributed as dividends.
3
This reserve comprises holding gains on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has
not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Companys own shares) and those
that are unrealised.
4
The revenue reserve may be distributed as dividends or used to repurchase the Companys own shares.
1
5. Net asset value per share
2025
£’000
2024
£’000
Net assets attributable to shareholders (£'000) 344,577 350,888
Shares in issue at the year end 115,495,504 117,400,528
Net asset value per share (pence) 298.35 298.88
16. Transactions with the Manager
Under the terms of the AlFM Agreement, the Manager is entitled to receive a management fee, a marketing support fee and a company
secretarial fee. Details of the AIFM agreement are given in the Report of the Directors on page 39. Any investments in funds managed
or advised by the Manager or any of its associated companies are excluded from the assets used for the purpose of the management
fee calculation and therefore incur no fee.
The management fee payable in respect of the year ended 31 July 2025 amounted to £2,293,000 (2024: £2,349,000), of which £614,000
(2024: £613,000) was outstanding at the year end. The marketing support fee payable to the Manager amounted to £50,000 (2024:
£50,000) of which £13,000 (2024: £13,000) was outstanding at the year end. The company secretarial fee payable to the Manager
amounted to £90,000 (2024: £90,000) of which £23,000 (2024: £23,000) was outstanding at the year end.
17. Related party transactions
Details of the remuneration payable to Directors are given in the Remuneration Report on page 49 and details of Directors’
shareholdings are given in in the Report of the Directors on page 51. Details of transactions with the Manager are given in note 16
above. There have been no other transactions with related parties during the year (2024: nil).
Section 5: Financials
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
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18. Disclosures regarding financial instruments measured at fair value
The Companys financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio and
derivative financial instruments.
FRS 102 requires financial instruments to be categorised into a hierarchy consisting of the three levels below.
Level 1 – valued using unadjusted quoted prices in active markets for identical assets.
Level 2 – valued using observable inputs other than quoted prices included within Level 1.
Level 3 – valued using inputs that are unobservable.
Details of the valuation techniques used by the Company are given in note 1(b) on page 64.
The following table sets out the fair value measurements using the FRS 102 hierarchy at 31 July:
2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial instruments held at fair value through profit or loss
Equity investments 327,209 327,209
Derivative financial instruments – contracts for differences – CFD assets 3,855 3,855
Derivative financial instruments – contracts for differences – CFD liabilities (123) (123)
Total 327,209 3,732 330,941
2024
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Financial instruments held at fair value through profit or loss
Equity investments 353,898 353,898
Derivative financial instruments – contracts for differences – CFD assets 1,343 1,343
Derivative financial instruments – contracts for differences – CFD liabilities (414) (414)
Total 353,898 929 354,827
19. Financial instruments’ exposure to risk and risk management policies
The investment objective is set out on the inside front cover of this report. In pursuing this objective, the Company is exposed to a
variety of risks that could result in a reduction in the Company’s net assets or a reduction in profits available for dividends.
These risks include market risk (comprising currency risk, interest rate risk and market price risk), liquidity risk and credit risk. The
Directors’ policy for managing these risks is set out below. The Board coordinates the Company’s risk management policy.
The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have
not changed from those applying in the comparative year.
The Companys classes of financial instruments are as follows:
investments in shares of Japanese companies which are held in accordance with the Company’s investment objective;
a credit facility, the purpose of which are to manage working capital requirements and to gear the Company as appropriate;
short-term debtors, creditors and cash arising directly from its operations; and
Contract for differences, which are used for the purpose to gain exposure to the Japanese market.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices.
This market risk comprises three elements: currency risk, interest rate risk and market price risk. Information to enable an evaluation
of the nature and extent of these three elements of market risk is given in parts (i) to (iii) of this note, together with sensitivity analysis
where appropriate. The Board reviews and agrees policies for managing these risks and these policies have remained unchanged from
those applying in the comparative year. The Manager assesses the exposure to market risk when making each investment decision and
monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(i) Currency risk
The Companys functional currency and the currency in which it reports, is sterling. However the Companys assets, liabilities and
income are almost entirely denominated in yen. As a result, movements in the exchange rate will affect the sterling value of those items.
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Management of currency risk
The Manager monitors the Companys exposure to foreign currencies on a daily basis and reports to the Board, which meets on at
least four occasions each year. The Manager measures the risk to the Company of the foreign currency exposure by considering the
effect on the Companys net asset value and income of a movement in the yen/sterling exchange rate. It is currently not the Companys
policy to actively hedge against currency risk. However any yen denominated borrowing acts to reduce the exposure of the Company’s
portfolio to the yen/sterling exchange rate. Income is converted to sterling on receipt. The Company may use short-term forward
currency contracts to manage working capital requirements.
Foreign currency exposure
The fair value of the Companys monetary items that have exposure to the yen at 31 July are shown below. The Company’s investments
and derivative financial instruments have been included separately in the analysis so as to show the overall level of exposure.
2025
£’000
2024
£’000
Debtors (securities sold awaiting settlement, dividends and interest receivable) 2,190 2,358
Cash at bank 13,650 6,247
Amounts owing to derivative clearing houses and brokers (3,145) (538)
Creditors (securities purchased awaiting settlement) (1,546) (1,943)
Bank loans (including accrued interest payable) (10,373)
Interest payable on long CFDs (11)
Foreign currency exposure on net monetary items 11,138 (4,249)
Investments held at fair value through profit or loss that are equities 327,209 353,898
Derivative financial instruments held at fair value through profit or loss 3,732 929
Total net foreign currency exposure 342,079 350,578
The above year-end amounts are broadly representative of the exposure to foreign currency risk during the current and comparative
year.
Foreign currency sensitivity
The following tables illustrate the sensitivity of return after taxation for the year and net assets with regard to the Company’s monetary
financial assets, financial liabilities and exchange rates. The sensitivity analysis is based on the Company’s monetary currency financial
instruments held at each balance sheet date and assumes a 10% (2024: 10%) appreciation or depreciation in sterling against the yen,
which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
If sterling had weakened by 10% this would have had the following effect:
Income Statement – return after taxation
2025
£’000
2024
£’000
Statement of comprehensive income - return after taxation
Revenue return 943 798
Capital return 1,087 (447)
Total return after taxation for the year 2,030 351
Net assets 2,030 351
Conversely if sterling had strengthened by 10% this would have had the following effect:
Income Statement – return after taxation
2025
£’000
2024
£’000
Statement of comprehensive income - return after taxation
Revenue return (943) (798)
Capital return (1,087) 447
Total return after taxation for the year (2,030) (351)
Net assets (2,030) (351)
In the opinion of the Directors, the above sensitivity analysis with respect to monetary financial assets and liabilities is broadly
representative of the whole of the current and comparative year. The sensitivity with regard to the Company’s investments, and any
derivative instruments held, to changes in foreign currency exchange rates is subsumed into market price risk sensitivity below.
Section 5: Financials
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(ii) Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and the interest payable on variable rate
borrowings when interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The Company may use gearing to enhance
performance (including the use of CFDs) but investment exposure will not exceed 125% of net asset value.
The possible effects on cash flows that could arise as a result of changes in interest rates are taken into account when the Company
borrows on the credit facility. However, amounts drawn down on this facility are for short-term periods and therefore exposure to
interest rate risk is not significant. The Company has a revolving credit facility agreement which carries a floating rate of interest and
which is therefore exposed to interest rate changes.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when rates are re-set,
is shown below:
2025
£’000
2024
£’000
Exposure to floating interest rates
Cash at bank 17,028 7,396
Creditors: amounts falling due within one year:
Bank loan - revolving credit facility (10,349)
Total exposure 17,028 (2,953)
The floating rate assets consist of cash deposits on call. Sterling cash deposits at call earn interest at floating rates based on Sterling
Overnight Index Average (“SONIA”) rates, (2024: same).
The Company has a yen 1 billion, 364 day credit facility arrangement with SMBC, to 10 November 2025. Under the terms of the
agreement, interest is payable at the “Compounded Reference Rate”, being the aggregate of the Daily Non-Cumulative Compounded
Risk Free Reference Rate plus the applicable Credit Adjustment Spread. At the year end the credit facility was undrawn.
The above year-end amounts are not representative of the exposure to interest rates during the year as the level of cash balances has
fluctuated. The maximum and minimum exposure during the year was as follows:
2025
£’000
2024
£’000
Maximum debit interest rate exposure during the year – net debt (939) (41,938)
Maximum credit interest/(Minimum debit interest) rate exposure during the year – net cash/(debt) 20,596 (3,491)
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.0% (2024: 1.0%) increase or
decrease in interest rates. This level of change is considered to be a reasonable illustration based on observation of current market
conditions. The sensitivity analysis is based on the Companys monetary financial instruments held at the accounting date and which
are exposed to interest rate movements, with all other variables held constant.
2025 2024
1.0%
increase
in rate
£’000
1.0%
decrease
in rate
£’000
1.0%
increase
in rate
£’000
1.0%
decrease
in rate
£’000
Income Statement – return after taxation
Revenue return 170 (170) 38 (38)
Capital return (72) 72
Total return after taxation 170 (170) (34) 34
Net assets 170 (170) (34) 34
In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate
changes due to fluctuations in the level of cash balances and drawings on the credit facility.
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(iii) Market price risk
Market price risk includes changes in market prices, other than those arising from interest rate risk, which may affect the value of the
Companys investments.
Management of market price risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with
particular industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in
accordance with the Company’s investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward profile.
Market price risk exposure
The Companys total exposure to changes in market prices at 31 July comprised its portfolio of investments as follows:
2025
£’000
2024
£’000
Investments held at fair value through profit or loss 327,209 353,898
Derivative financial instruments - portfolio exposure 63,408 48,694
390,617 402,592
The above data is broadly representative of the exposure to market price risk during the year.
Concentration of exposure to market price risk
An analysis of the Companys investments is given on pages 14 and 15. The portfolio comprises securities listed on Japanese stock
markets and CFDs with exposure to the Japanese stock market. Accordingly there is a concentration of exposure to that country.
However it should be noted that an investment may not be entirely exposed to the economic conditions in its country of listing.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 10%
(2024: 10%) in the fair values of the Companys investments. This level of change is considered to be a reasonable illustration based on
observation of current market conditions. The sensitivity analysis is based on the Company’s exposure to market price risk through its
portfolio of investments and includes the impact on the management fee but assumes all other variables are held constant.
2025 2024
10%
increase
in fair value
£’000
10%
decrease
in fair value
£’000
10%
increase
in fair value
£’000
10%
decrease
in fair value
£’000
Income Statement – return after taxation
Revenue return (76) 76 (79) 79
Capital return 38,884 (38,884) 40,076 (40,076)
Total return after taxation and net assets 38,808 (38,808) 39,998 (39,998)
Percentage change in net asset value 11.3% (11.3%) 11.4% (11.4%)
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.
Management of the risk
Liquidity risk is not significant as the Companys assets comprise mainly readily realisable securities and derivative instruments, which
can be sold to meet funding requirements if necessary. Short-term flexibility is achieved through the use of a credit facility.
Section 5: Financials
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Liquidity risk exposure
Contractual maturities of financial liabilities, based on the earliest date on which payment can be required are as follows:
2025 2024
Within
one year
£’000
Total
£’000
Within
one year
£’000
Total
£’000
Creditors: amounts falling due within one year
Securities purchased awaiting settlement 1,546 1,546 1,943 1,943
Repurchase of ordinary shares into treasury awaiting settlement 114 114 109 109
Interest payable on long CFDs 11 11
Other creditors and accruals 789 789 753 753
Amounts owing to derivative clearing houses and brokers 3,145 3,145 538 538
Interest on revolving credit facility 25 25
Bank loan - revolving credit facility 10,349 10,349
5,605 5,605 13,717 13,717
(c) Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result
in loss to the Company.
Management of credit risk
This risk is not significant and is managed as follows:
Portfolio dealing
The Company invests almost entirely in markets that operate a ‘Delivery versus Payment’ settlement process, ensuring the security of
trades and reducing the risk of losing the principal amount. This approach extends to various investment instruments, while Contracts
for Difference (CFDs) are settled through cash payments based on the difference between the opening and closing prices, rather than
physical delivery of the underlying assets. The Manager continuously monitors dealing activity to ensure best execution, which involves
measuring various indicators including the quality of trade settlement and incidence of failed trades. Counterparties and brokers must
be pre-approved by the Manager’s credit committee. In relation to CFDs, counterparty risk is limited to the profit on a contract, not the
notional value. The value in this regard is shown in the table below under credit risk exposure.
Exposure to the custodian
The Custodian of the Companys assets is HSBC Bank plc which has Long-Term Credit Ratings of AA- with Fitch and Aa3 with Moodys.
The Companys investments are held in accounts which are segregated from the Custodian’s own trading assets. If the Custodian
were to become insolvent, the Company’s right of ownership of its investments is clear and they are therefore protected. However the
Companys cash balances are all deposited with the Custodian as banker and held on the Custodian’s balance sheet. In accordance with
usual banking practice, the Company will rank as a general creditor to the Custodian in respect of cash balances.
Credit risk exposure
The following amounts shown in the Statement of Financial Position, represent the maximum exposure to credit risk at the current and
comparative year end.
2025
£’000
2024
£’000
Current assets
Debtors - securities sold awaiting settlement, dividends and interest receivable and other debtors 2,213 2,382
Cash at bank 17,028 7,396
Derivative financial instruments 3,855 1,343
23,096 11,121
No debtors are past their due date and no provision has been made for impairment.
The Company had received an amount of cash denominated in Japanese Yen (JPY) from JPMorgan Chase Bank as collateral in relation to
derivative financial instruments. The total amount from JPMorgan Chase Bank as at 31 July 2025 was £3,145,000 (2024: £538,000).
(d) Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried at fair value or the amount in the Statement of Financial Position is a reasonable
approximation of fair value.
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Section 5: Financials
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20. Capital management policies and procedures
The Companys objectives, policies and processes for managing capital are unchanged from the preceding year.
The Companys debt and capital structure comprises the following:
2025
£’000
2024
£’000
Debt
Bank loan 10,349
Equity
Called-up share capital 11,845 11,845
Reserves 332,732 339,043
344,577 350,888
Total debt and equity 344,577 361,237
The Companys capital management objectives are to ensure that it will continue as a going concern and to maximise the capital
return to shareholders through an appropriate level of gearing. The Board’s policy is that the Company may use gearing to enhance
performance (including the use of CFDs) but investment exposure will not exceed 125% of net asset value. Following the change in
investment policy gearing is calculated as the amounts by which portfolio exposure exceeds net assets expressed as a percentage of
net assets.
2025 2024
Portfolio
exposure
£’000
Portfolio
exposure
%
1
Portfolio
exposure
£’000
Portfolio
exposure
%
1
Investments 327,209 95.0 353,898 100.9
Portfolio exposure on CFDs 63,408 18.4 48,694 13.9
Total portfolio exposure 390,617 113.4 402,592 114.8
Net assets 344,577 350,888
Total portfolio exposure 13.4 14.8
1
Portfolio exposure to the market expressed as a percentage of net assets.
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis.
This review includes:
the planned level of gearing, which takes into account the Manager’s views on the market;
the need to buy back shares to be held in treasury, which takes into account the share price discount;
the opportunities for issues of new shares; and
the level of dividend distribution in excess of that which is required to be distributed.
Section 5: Financials
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Nagoya, capital of
Aichi Prefecture.
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Section 6: Other Information (Unaudited)
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Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 80
Notice of Annual General Meeting 81
Explanatory Notes to the Notice of Meeting 83
Alternative Performance Measures and Glossary 85
Information about the Company 87
Risk Disclosures 89
Section 6: Other Information (Unaudited)
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Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will be held
on Monday, 1 December 2025 at 1.00pm. The formal Notice of
Meeting is set out on page 81.
The following information is important and requires your
immediate attention. If you are in any doubt about the action you
should take, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in the
Company, please forward this document with its accompanying
form of proxy at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or
transfer was effected, for onward transmission to the purchaser
or transferee.
Ordinary business
Resolutions 1 to 10 are all ordinary resolutions. Resolution 1 is
a required resolution. Resolution 2 concerns the Remuneration
Report set out on pages 48 to 51 Resolutions 3 to 7 invite
shareholders to re-elect each of the Directors for another year,
following the recommendations of the Nomination Committee,
set out on pages 46 and 47 (their biographies are set out on
pages 36 and 37).
Resolutions 8 and 9 concern the re-appointment and
remuneration of the Company’s auditors, discussed in the Audit
and Risk Committee Report on pages 42 to 44.
Special business
Resolution 10: Directors’ authority to allot shares (ordinary
resolution) and Resolution 11: power to disapply pre-
emption rights (special resolution)
The Directors are seeking authority to allot a limited number of
unissued ordinary shares for cash without first offering them to
existing shareholders in accordance with statutory pre-emption
procedures.
Appropriate resolutions will be proposed at the forthcoming AGM
and are set out in full in the Notice of AGM. An ordinary resolution
will be proposed to authorise the Directors to allot shares up to
a maximum aggregate nominal amount of £574,633 (being 5%
of the issued share capital as at 7 October 2025, excluding any
shares held in treasury). A special resolution will also be proposed
to give the Directors authority to allot securities for cash on a non
pre-emptive basis up to a maximum aggregate nominal amount
of £574,633 (being 5% of the Companys issued share capital as at
7 October 2025).
The Directors do not intend to allot shares pursuant to these
authorities other than to take advantage of opportunities in the
market as they arise and only if they believe it to be advantageous
to the Companys existing shareholders to do so and when it
would not result in any dilution of NAV per share.
If approved, both of these authorities will expire at the conclusion
of the AGM in 2026 unless renewed, varied or revoked earlier.
Resolution 12: Authority to make market purchases of the
Companys own shares (special resolution)
At the AGM held on 10 December 2024, the Company was
granted authority to make market purchases of up to 17,491,548
ordinary shares of 10p each for cancellation or to be held in
treasury. As at 7 October 2025 1,046,860 shares have been
bought back under this authority granted on 10 December 2024
and the Company therefore has remaining authority to purchase
up to 16,444,688 ordinary shares. This authority will expire at the
forthcoming AGM.
The Directors believe it is in the best interests of the Company
and its shareholders to have a general authority for the Company
to buy-back its ordinary shares in the market as they keep under
review the share price discount to NAV and the purchase of
ordinary shares. A special resolution will be proposed at the
forthcoming AGM to give the Company authority to make market
purchases of up to 14.99% of the ordinary shares in issue as at
the date of the Notice of the AGM. The Directors will exercise this
authority only if the Directors consider that any purchase would
be for the benefit of the Company and its shareholders, taking
into account relevant factors and circumstances at the time. Any
shares so purchased would be cancelled or held in treasury for
potential reissue. If renewed, the authority to be given at the
2025 AGM will lapse at the conclusion of the AGM in 2026 unless
renewed, varied or revoked earlier.
Resolution 13: Notice period for general meetings (special
resolution)
Resolution 13 set out in the Notice of AGM is a special resolution
and will, if passed, allow the Company to hold general meetings
(other than AGMs) on a minimum notice period of 14 clear days,
rather than 21 clear days as required by the Companies Act 2006.
The approval will be effective until the Company’s next AGM to be
held in 2026. The Directors will only call general meetings on 14
clear days’ notice when they consider it to be in the best interests
of the Companys shareholders and will only do so if the Company
offers facilities for all shareholders to vote by electronic means
and when the matter needs to be dealt with expediently.
Recommendations
The Board considers that the resolutions relating to the above
items of special business are in the best interests of shareholders
as a whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the above resolutions and
the other resolutions to be proposed at the forthcoming AGM, as
they intend to do in respect of their own beneficial holdings.
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Section 6: Other Information (Unaudited)
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of
Schroder Japan Trust plc will be held on Monday, 1 December
2025 at 1.00pm at 1 London Wall Place, London EC2Y 5AU to
consider the following resolutions of which resolutions 1 to
10 will be proposed as ordinary resolutions and resolutions
11 to 13 will be proposed as special resolutions:
Ordinary Business
1. To receive the Report of the Directors and the audited
Accounts for the year ended 31 July 2025.
2. To approve the Directors’ Remuneration Report for the year
ended 31 July 2025.
3. To approve the re-election of Philip Kay as a Director of the
Company.
4. To approve the re-election of Helena Coles as a Director of the
Company.
5. To approve the re-election of Angus Macpherson as a Director
of the Company.
6. To approve the re-election of Merryn Somerset Webb as a
Director of the Company.
7. To approve the re-election of Samantha Wren as a Director of
the Company.
8. To re-appoint Deloitte LLP as auditors to the Company.
9. To authorise the Directors to determine the remuneration of
Deloitte LLP as auditors to the Company.
Special Business
10. To consider, and if thought fit, pass the following resolution as
an ordinary resolution:
THAT in substitution for all existing authorities the Directors
be generally and unconditionally authorised pursuant
to section 551 of the Companies Act 2006 (the “Act”) to
exercise all the powers of the Company to allot relevant
securities (within the meaning of section 551 of the Act) up
to an aggregate nominal amount of £574,633 (being 5% of
the issued ordinary share capital, excluding shares held in
treasury, as at 7 October 2025) for a period expiring (unless
previously renewed, varied or revoked by the Company in a
general meeting) at the conclusion of the next Annual General
Meeting of the Company, but that the Company may make
an offer or agreement which would or might require relevant
securities to be allotted after expiry of this authority and the
Board may allot relevant securities in pursuance of that offer
or agreement.”
11. To consider and, if thought fit, to pass the following resolution
as a special resolution:
THAT, subject to the passing of Resolution 10 set out above,
the Directors be and are hereby empowered, pursuant to
Section 571 of the Act, to allot equity securities (including
any shares held in treasury) (as defined in section 560(1) of
the Act) pursuant to the authority given in accordance with
section 551 of the Act by the said Resolution 10 and/or where
such allotment constitutes an allotment of equity securities
by virtue of section 560(2) of the Act as if Section 561(1) of
the Act did not apply to any such allotment, provided that this
power shall be limited to the allotment of equity securities up
to an aggregate nominal amount of £574,633 (representing
5% of the aggregate nominal amount of the share capital in
issue as at 7 October 2025); and provided that this power
shall expire at the conclusion of the next Annual General
Meeting of the Company but so that this power shall enable
the Company to make offers or agreements before such
expiry which would or might require equity securities to be
allotted after such expiry.”
12. To consider and, if thought fit, to pass the following resolution
as a special resolution:
THAT the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701 of
the Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of Section 693 of the Act) of ordinary
shares of 10p each in the capital of the Company (“Share”) at
whatever discount the prevailing market price represents to
the prevailing net asset value per Share provided that:
(a) the maximum number of Shares which may be purchased
is 17,227,511, representing 14.99% of the Company’s
issued ordinary share capital as at 7 October 2025
(excluding treasury shares);
(b) the maximum price (exclusive of expenses) which may be
paid for a Share shall not exceed the higher of;
i) 105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily Official List for the five business days
preceding the date of purchase; and
ii) the higher of the last independent bid and the
highest current independent bid on the London Stock
Exchange;
(c) the minimum price (exclusive of expenses) which may be
paid for a Share shall be 10p, being the nominal value per
Share;
(d) this authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company in 2026 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may
be executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f) any Shares so purchased will be cancelled or held in
treasury.”
Section 6: Other Information (Unaudited)
81
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
13. To consider and, if thought fit, to pass the following resolution
as a special resolution:
THAT a general meeting, other than an Annual General
Meeting, may be called on no less than 14 clear days’ notice.”
By order of the Board
For and on behalf of
Schroder Investment Management Limited
Company Secretary
7 October 2025
Registered Office:
1 London Wall Place,
London EC2Y 5AU
Registered Number: 02930057
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
82
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Explanatory Notes to the Notice of Meeting
1. Ordinary shareholders are entitled to attend and vote at the
meeting and to appoint one or more proxies, who need not
be a shareholder, as their proxy to exercise all or any of their
rights to attend, speak and vote on their behalf at the meeting.
A proxy form is attached. If you wish to appoint a person other
than the Chairman as your proxy, please insert the name of
your chosen proxy holder in the space provided at the top of
the form. If the proxy is being appointed in relation to less
than your full voting entitlement, please enter in the box next
to the proxy holder’s name the number of shares in relation
to which they are authorised to act as your proxy. If left blank
your proxy will be deemed to be authorised in respect of your
full voting entitlement (or if this proxy form has been issued
in respect of a designated account for a shareholder, the full
voting entitlement for that designated account). Additional
proxy forms can be obtained by contacting the Company’s
Registrars, Equiniti Limited, on +44(0) 121 415 0207, or you
may photocopy the attached proxy form. Please indicate
in the box next to the proxy holder’s name the number of
shares in relation to which they are authorised to act as your
proxy. Please also indicate by ticking the box provided if the
proxy instruction is one of multiple instructions being given.
Completion and return of a form of proxy will not preclude
a member from attending the Annual General Meeting and
voting in person.
On a vote by show of hands, every ordinary shareholder who
is present in person has one vote and every duly appointed
proxy who is present has one vote. On a poll vote, every
ordinary shareholder who is present in person or by way of a
proxy has one vote for every share of which he/she is a holder.
However it should be noted that a “Vote Withheld” is not a
vote in law and will not be counted in the calculation of the
proportion of the votes ‘For’ and ‘Against’ a resolution.
A proxy form must be signed and dated by the shareholder
or his or her attorney duly authorised in writing. In the case
of joint holdings, any one holder may sign this form. The
vote of the senior joint holder who tenders a vote, whether
in person or by proxy, will be accepted to the exclusion of the
votes of the other joint holder and for this purpose seniority
will be determined by the order in which the names appear
on the Register of Members in respect of the joint holding.
To be valid, proxy form(s) must be completed and returned
to the Companys Registrars, Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, in the
enclosed envelope together with any power of attorney or
other authority under which it is signed or a copy of such
authority certified notarially, to arrive no later than 48 hours
before the time fixed for the meeting, or an adjourned
meeting. Shareholders may also appoint a proxy to vote on
the resolutions being put to the meeting online by going
to Equiniti’s Shareview website, http://www.shareview.co.uk,
and logging in to your Shareview Portfolio. Once you have
logged in, simply click ‘View’ on the ‘My Investments’ page
and then click on the link to vote and follow the on-screen
instructions. If you have not yet registered for a Shareview
Portfolio, go to http://www.shareview.co.uk and enter the
requested information. It is important that you register for
a Shareview Portfolio with enough time to complete the
registration and authentication processes. Please note that to
be valid, your proxy instructions must be received by Equiniti
no later than 1.00pm on Thursday 27 November 2025. If you
have any difficulties with online voting, you should contact the
shareholder helpline on +44(0) 121 415 0207.
If an ordinary shareholder submits more than one valid proxy
appointment, the appointment received last before the latest
time for receipt of proxies will take precedence.
Shareholders may not use any electronic address provided
either in this Notice of Annual General Meeting or any related
documents to communicate with the Company for any
purposes other than expressly stated.
Representatives of shareholders that are corporations will
have to produce evidence of their proper appointment when
attending the Annual General Meeting.
2. 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 or her and the shareholder by
whom he or she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, he
or she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting
rights.
The statement of the rights of ordinary shareholders in
relation to the appointment of proxies in note 1 above does
not apply to Nominated Persons. The rights described in that
note can only be exercised by ordinary shareholders of the
Company.
3. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that only those
shareholders registered in the Register of Members of the
Company business at 6.30 p.m. two days prior to the date of
an adjourned meeting, shall be entitled to attend and vote at
the meeting in respect of the number of shares registered in
their name at that time. Changes to the Register of Members
after 6.30 p.m. on 27 November 2025 shall be disregarded in
determining the right of any person to attend and vote at the
meeting.
4. 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.
The CREST manual can be viewed at www.euroclear.com.
A CREST message appointing a proxy (a “CREST proxy
instruction”) regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction
previously given to a previously appointed proxy must, in
order to be valid, be transmitted so as to be received by the
issuers agent (ID RA19) by the latest time for receipt of proxy
appointments.
5. If you are an institutional investor, you may be able to appoint
a proxy electronically via the Proxymity platform, a process
which has been agreed by the Company and approved by
the Registrar. For further information regarding Proxymity,
please go to www.proxymity.io. Your proxy must be lodged
by 1.00p.m. on Thursday, 27 November 2025 in order to be
considered valid.
Before you can appoint a proxy via this process you will
need to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you
will be bound by them, and they will govern the electronic
appointment of your proxy.
Section 6: Other Information (Unaudited)
83
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
6. Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of his family interests in the shares of the Company, will
be available for inspection by any member of the Company at
the registered office of the Company during normal business
hours on any weekday (English public holidays excepted) and
at the Annual General Meeting by any attendee, for at least
15 minutes prior to, and during, the Annual General Meeting.
None of the Directors has a contract of service with the
Company.
7. The biographies of the Directors offering themselves for
re-election are set out on pages 36 and 37 of the Company’s
annual report and financial statements for the year ended
31 July 2025.
8. As at 7 October 2025, 118,453,286 ordinary shares of 10 pence
each were in issue (3,526,595 shares were held in treasury).
Therefore the total number of voting rights of the Company as
at 7 October 2025 was 114,926,691.
9. A copy of this notice of meeting, which includes details of
shareholder voting rights, together with any other
information as required under Section 311A of the Companies
Act 2006, is available from the Company’s webpages,
https://www.schroders.com/japantrust.
10. Pursuant to Section 319A of the Companies Act 2006, the
Company must cause to be answered at the Annual General
Meeting any question relating to the business being dealt
with at the Annual General Meeting which is put by a member
attending the meeting, except in certain circumstances,
including if it is undesirable in the interests of the Company or
the good order of the meeting that the question be answered
or if to do so would involve the disclosure of confidential
information.
11. The Companys privacy policy is available on its webpages.
https://www.schroders.com/japantrust. Shareholders can
contact Equiniti for details of how Equiniti processes their
personal information as part of the AGM.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
84
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Definitions of Terms and Alternative Performance Measures
Net asset value (“NAV”) per share
The NAV per share of 298.35p (31 July 2024: 298.88p) represents the net assets attributable to equity shareholders of £344,577,000 (31
July 2024: £350,888,000) divided by the number of shares in issue of 115,495,504 (31 July 2024: 117,400,528).
The change in the NAV amounted to -0.2% (year ended 31 July 2024: +18.5%) over the year. However, this performance measure
excludes the positive impact of dividends paid out by the Company during the year. When these dividends are factored into the
calculation, the resulting performance measure is termed the “total return”. Total return calculations and definitions are given below.
Total return*
The combined effect of any dividends paid, together with the rise or fall in the share price or NAV per share. Total return statistics
enable the investor to make performance comparisons between investment companies with different dividend policies. Any dividends
received by a shareholder are assumed to have been reinvested in either the assets of the Company at its NAV per share at the time the
shares were quoted ex-dividend (to calculate the NAV per share total return) or in additional shares of the Company (to calculate the
share price total return).
The share price total return for the period ended 31 July 2025 is
calculated as follows:
Opening Share price at 31/7/24 266.00p
Closing Share price at 31/7/25 260.00p
Dividend received XD date
Share price
on XD date Factor
Cumulative
Factor
10.81p 7/11/24 244.00p 1.044 1.044
2.82p 2/1/25 261.00p 1.011 1.056
2.89p 27/3/25 246.00p 1.012 1.068
2.87p 3/7/25 258.00p 1.011 1.080
Share price total return, being the closing share price,
multiplied by the cumulative factor, expressed as a
percentage change in the opening share price: 5.6%
The share price total return for the period ended 31 July 2024 is
calculated as follows:
Opening Share price at 31/7/23 234.00p
Opening Share price at 31/7/24 266.00p
Dividend received XD date
Share price
on XD date Factor
Cumulative
Factor
5.40p 2/11/23 230.00p 1.022 1.022
Share price total return, being the closing share price,
multiplied by the cumulative factor, expressed as a
percentage change in the opening share price: 16.1%
The terms and performance measures below are those commonly used by investment
companies to assess values, investment performance and operating costs. Numerical
calculations are given where relevant. Some of the financial measures below are classified
as APMs as defined by the European Securities and Markets Authority. Under this definition,
APMs include a financial measure of historical financial performance or financial position, other
than a financial measure defined or specified in the applicable financial reporting framework.
APMs have been marked with an asterisk (*).
The NAV total return for the period ended 31 July 2025 is
calculated as follows:
Opening NAV at 31/7/24 298.88p
Closing NAV at 31/7/25 298.35p
Dividend received XD date
NAV on
XD date Factor
Cumulative
Factor
10.81p 7/11/24 282.32p 1.038 1.038
2.82p 2/1/25 296.50p 1.010 1.048
2.89p 27/3/25 284.40p 1.010 1.059
2.87p 3/7/25 280.70p 1.010 1.070
NAV Total return, being the closing NAV, multiplied by the
cumulative factor, expressed as a percentage change in the
opening NAV: 6.8%
The NAV total return for the year ended 31 July 2024 is calculated
as follows:
Opening NAV at 31/7/23 252.25p
Closing NAV at 31/7/24 298.88p
Dividend received XD date
NAV on
XD date Factor
Cumulative
Factor
5.40p 2/11/23 250.95p 1.022 1.022
NAV Total return, being the closing NAV, multiplied by the
cumulative factor, expressed as a percentage change in the
opening NAV: 21.0%
Section 6: Other Information (Unaudited)
85
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Benchmark
The measure against which the Company compares its
performance. The Benchmark is now named Tokyo Stock Price
Index Total Return since April 4, 2022, previously known as TSE
First Section Total Return Index.
Discount/premium*
The amount by which the share price of an investment trust is
lower (discount) or higher (premium) than the NAV per share.
If shares are trading at a discount, investors would be paying
less than the value attributable to the shares by reference to
the underlying assets. A premium or discount is generally the
consequence of supply and demand for the shares on the stock
market. The discount or premium is expressed as a percentage
of the NAV per share. The discount at the year end amounted
to 12.9% (31 July 2024: 11.0%), as the closing share price at
260.00p (31 July 2024: 266.00p) was 12.9% (31 July 2024: 11.0%)
lower than the closing NAV of 298.35p (31 July 2024: 298.88p).
Gearing*
Gearing is the total portfolio exposure which is defined as the
amount by which portfolio exposure exceeds the net asset values
expressed as percentages of net asset value. The total portfolio
exposure will not exceed 125% of the net asset value.
If assets rise in value, gearing magnifies the return to ordinary
shareholders. Correspondingly, if assets fall in value, gearing
magnifies that fall. Contracts for Difference are used as a way
of gaining exposure to the price movements of shares without
buying the underlying shares directly.
2025 2024
Portfolio exposure Portfolio exposure
£’000 % £’000 %
Investments at fair value 327,209 95.0 353,898 100.9
CFD notional market value
1
63,408 18.4 48,694 13.9
Total portfolio exposure 390,617 113.4 402,592 114.8
Net assets 344,577 350,888
Total portfolio exposure 13.4 14.8
1 The notional market value of a CFD represents the total value of the underlying
asset of the CFD contract.
Leverage*
For the purpose of the Alternative Investment Fund Managers
(AIFM) Directive, leverage is any method which increases the
Companys exposure, including the borrowing of cash and the
use of derivatives. It is expressed as the ratio of the Company’s
exposure to its net asset value and is required to be calculated
both on a “Gross” and a “Commitment” method. Under the Gross
method, exposure represents the sum of the absolute values of
all positions, so as to give an indication of overall exposure. Under
the Commitment method, exposure is calculated in a similar way,
but after netting off hedges which satisfy certain strict criteria.
The Companys leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFM Directive
are published on the Company’s webpages and within this report.
The Company is also required to publish periodically its actual
leverage exposures. As at 31 July 2025 these were:
Leverage exposure Maximum Actual
Gross method 200.0% 113.4%
Commitment method 200.0% 113.4%
Ongoing charges*
Ongoing Charges is calculated in accordance with the AIC’s
recommended methodology and represents the management
fee and all other operating expenses excluding finance costs
and transaction costs, amounting to £3,017,000 (31 July 2024:
£3,064,000), expressed as a percentage of the average daily
net asset values during the year of £329.1million (31 July 2024:
£320.9million).
* Alternative performance Measures (“APMs”).
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
86
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Information about the Company
Web pages and share price information
The Company has dedicated webpages, which may be found at
https://www.schroders.com/japantrust. The webpages have been
designed to be utilised as the Companys primary method of
electronic communication with shareholders. It contains details of
the Companys ordinary share price and copies of annual reports
and other documents published by the Company as well as
information on the Directors, terms of reference of Committees
and other governance arrangements. In addition, the webpages
contain links to announcements made by the Company to the
market, Equiniti’s shareview service and Schroders’ website. There
is also a section entitled “How to Invest”.
The Company releases its NAV on both a cum and ex-income
basis to the market on a daily basis.
Share price information may also be found in the Financial Times
and on the Companys webpages.
The Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found
on its website, www.theaic.co.uk.
Individual Savings Account (ISA) status
The Companys shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its affairs so that its shares
can be recommended by IFAs to ordinary retail investors in
accordance with the FCA’s rules in relation to non-mainstream
investment products and intends to continue to do so for the
foreseeable future. The Company’s shares are excluded from
the FCA’s restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Financial calendar
Half year results announced March
Financial year end 31 July
Annual results announced September/October
Annual General Meeting December
Alternative Investment Fund Managers
Directive (AIFMD) disclosures
Certain pre-sale, regular and periodic disclosures required by the
AIFM Directive may be found either in this annual report or on the
Companys webpages.
The Companys leverage policy and details of limits on leverage
required under the AIFM Directive are published on the
Companys webpages.
Illiquid assets
As at the date of this report, none of the Company’s assets are
subject to special arrangements arising from their illiquid nature.
Remuneration disclosures
Quantitative remuneration disclosures to be made in
this annual report in accordance with FCA Handbook
rule FUND3.3.5 may also be found in the AIFM’s website
www.schroders.com/rem-disclosures, which will have the
information for the reporting period 31 July 2025.
Publication of Key Information Document
(KID) by the AIFM
Pursuant to the Packaged Retail and Insurance Based Products
(“PRIIPs”) Regulation, the Manager, as the Company’s AIFM,
is required to publish a short KID on the Company. KIDs are
designed to provide certain prescribed information to retail
investors, including details of potential returns under different
performance scenarios and a risk/reward indicator. The
Companys KID is available on its webpages.
Dividends
Paying dividends into a bank or building society account helps
reduce the risk of fraud and will provide you with quicker access
to your funds than payment by cheque.
Applications for an electronic mandate can be made by contacting
the registrar, Equiniti.
This is the most secure and efficient method of payment and
ensures that you receive any dividends promptly.
If you do not have a UK bank or building society account, please
contact Equiniti for details of their overseas payment service.
Further information can be found at www.shareview.co.uk,
including how to register with shareview Portfolio and manage
your shareholding online.
Section 6: Other Information (Unaudited)
87
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Directors
Philip Kay (Chairman)
Helena Coles
Angus Macpherson
Merryn Somerset Webb
Samantha Wren
Registered Office
1 London Wall Place
London EC2Y 5AU
Tel: 020 7658 6000
Advisers and service providers
Alternative Investment Fund Manager (the “Manager” or
AIFM”)
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager and Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Telephone: 020 7658 6189
amcompanysecretary@schroders.com
Depositary and custodian
J.P. Morgan Europe Limited
1
25 Bank Street
London E14 5JP
Lending bank
SMBC Bank International plc
99 Queen Victoria Street
London EC4V 4EH
Corporate broker
1
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London E14 5JP
Independent auditor
Deloitte LLP
2 New Street Square
London EC4A 3BZ
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline: 0121-415-0207*
Website: www.shareview.co.uk
*Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any notifications and enquiries relating
to shareholdings, including a change of address or other
amendment should be directed to Equiniti Limited at the address
above.
Other information
Shareholder enquiries
General enquiries about the Company should be addressed to
the Company Secretary at the address set out above.
Company number
02930057
Dealing Codes
ISIN Number: GB0008022849
SEDOL Number: 0871079
Ticker: SJG
Global Intermediary Identification Number (GIIN)
7T0909.99999.SL.826
Legal Entity Identifier (LEI)
549300SSPK3AXNJOC673
Privacy notice
The Companys privacy notice is available on its web pages.
Warning to shareholders
Companies are aware that their shareholders have received unsolicited telephone calls or correspondence concerning
investment matters. These are typically from overseas-based ‘brokers’ who target UK shareholders, offering to sell them what
often turn out to be worthless or high risk shares or investments.
These operations are commonly known as ‘boiler rooms’. These ‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company
reports. If you receive any unsolicited investment advice:
Make sure you get the correct name of the person and organisation
Check that they are properly authorised by the FCA before getting involved by visiting https://register.fca.org.uk
Report the matter to the FCA by calling 0800 111 6768 or visiting fca.org.uk/consumers/report-scam-unauthorised-firm
Do not deal with any firm that you are unsure about.
If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised firms of which it is aware, which can be accessed at fca.org.uk/consumers/
unauthorisedfirmsindividualslist.
More detailed information on this or similar activity can be found on the FCA website at fca.org.uk/consumers/
protect-yourself-scams.
1
With effect from 5 September 2025, J.P. Morgan were appointed to provide depositary and custodian services to the Company.
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Section 6: Other Information (Unaudited)
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Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Risk Disclosures
Concentration risk The Company may be concentrated in a limited number of geographical regions, industry sectors,
markets and/or individual positions. This may result in large changes in the value of the Company, both up
or down.
Counterparty risk The Company may have contractual agreements with counterparties. If a counterparty is unable to fulfil
their obligations, the sum that they owe to the Company may be lost in part or in whole.
Currency risk If the Companys investments are denominated in currencies different to the currency of the Company’s
shares, the Company may lose value as a result of movements in foreign exchange rates, otherwise known
as currency rates.
Derivatives risk Derivatives, which are financial instruments deriving their value from an underlying asset, may be used to
manage the portfolio efficiently. A derivative may not perform as expected, may create losses greater than
the cost of the derivative and may result in losses to the Company.
Emerging markets &
frontier risk
Emerging markets, and especially frontier markets, generally carry greater political, legal, counterparty
operational and liquidity risk than developed markets.
Gearing risk The Company may borrow money to make further investments, this is known as gearing. Gearing will
increase returns if the value of the investments purchased increase by more than the cost of borrowing,
or reduce returns if they fail to do so. In falling markets, the whole of the value in such investments could
be lost, which would result in losses to the Company.
Liquidity risk The price of shares in the Company is determined by market supply and demand, and this may be
different to the net asset value of the Company. In difficult market conditions, investors may not be able
to find a buyer for their shares or may not get back the amount that they originally invested. Certain
investments of the Company, in particular the unquoted investments, may be less liquid and more difficult
to value. In difficult market conditions, the Company may not be able to sell an investment for full value or
at all and this could affect performance of the Company.
Market risk The value of investments can go up and down and an investor may not get back the amount initially
invested.
Operational risk Operational processes, including those related to the safekeeping of assets, may fail. This may result in
losses to the Company.
Performance risk Investment objectives express an intended result but there is no guarantee that such a result will be
achieved.
Depending on market conditions and the macro economic environment, investment objectives may
become more difficult to achieve.
Share price risk The price of shares in the Company is determined by market supply and demand, and this may be
different to the net asset value of the Company. This means the price may be volatile, meaning the price
may go up and down to a greater extent in response to changes in demand.
Smaller companies risk Smaller companies generally carry greater liquidity risk than larger companies, meaning they are harder
to buy and sell, and they may also fluctuate in value to a greater extent.
Section 6: Other Information (Unaudited)
89
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 22 Black Line Level: 2 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Section 6: Other Information (Unaudited)
90
Schroder Japan Trust plc Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 20 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Schroder Japan Trust plc
|
Annual Report and Financial Statements 2025
Job No: 101776 Proof Event: 20 Black Line Level: 1 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Japan Trust Annual Report T: 0207 055 6500 F: 020 7055 6600
Important information: This document is intended to be for information purposes
only and it is not intended as promotional material in any respect. The material
is not intended as an offer or solicitation for the purchase or sale of any financial
instrument. The material is not intended to provide, and should not be relied on for,
accounting, legal or tax advice, or investment recommendations. Information herein
is believed to be reliable but Schroders does not warrant its completeness or accuracy.
No responsibility can be accepted for errors of fact or opinion. Reliance should not
be placed on the views and information in the document when taking individual
investment and/or strategic decisions. Past performance is not a reliable indicator of
future results, prices of shares and the income from them may fall as well as rise and
investors may not get back the amount originally invested. Schroders has expressed
its own views in this document and these may change. Issued by Schroder Investment
Management Limited, 1 London Wall Place, London EC2Y 5AU, which is authorised and
regulated by the Financial Conduct Authority. For your security, communications may
be taped or monitored.
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
@schroders
schroders.com