Schroders Capital
Global Innovation Trust plc
Annual Report and Financial Statements
for the year ended 31 December 2024
Global Innovation Trust plc
Annual Report and Financial Statements
for the year ended 31 December 2024
Schroders Capital Global Innovation Trust plc
Performance Summary
Net asset value (“NAV”) per share
total return*
–21.2%
(Year ended 31 December 2023: –11.2%)
Share price total return*
–24.9%
(Year ended 31 December 2023: –5.3%)
NAV per share
19.94p
(Year ended 31 December 2023: 25.32p)
Some of the nancial measures are classi ed as Alternative Performance Measures, as de ned by the European Securities and
Markets Authority and are indicated with an asterisk (*). De nitions of these performance measures, and other terms used in this
report, are given on pages 78 and 79 together with supporting calculations and sources where appropriate.
At the General Meeting of Schroders Capital Global Innovation Trust plc (“the Company”) held on 27 February 2025, shareholders approved
proposals to amend the investment objective and investment policy as follows below:
Investment Objective
The Company’s investment objective is to undertake a managed wind-down of the Company and realise all existing assets in the Company’s
portfolio in an orderly manner.
Investment Policy
The assets of the Company will be realised in an orderly manner, with a view to achieving a balance between returning cash to Shareholders in
a timely manner and maximising value.
The Company may not make any new investments save that:
l investments may be made to honour commitments under existing contractual arrangements or, with the Board’s prior written approval,
into any existing investment; and
l cash held by the Company pending distribution will be held in either cash or cash equivalents for the purposes of cash management.
Any amounts received by the Company during the orderly realisation of the Company’s assets will be held by the Company as cash on deposit
and/or as cash equivalents, prior to returns being made in cash to Shareholders (net of provisions for the Company’s costs and expenses).
The Company will continue to comply with the requirements imposed by the UK Listing Rules in force from time to time.
The Company will not employ gearing for investment purposes, but may utilise gearing for working capital purposes, subject to a cap on
gearing of 10% of NAV at the time of borrowing.
Any material change to the Company’s published investment policy will be made only with the prior approval of the FCA and of Shareholders by
ordinary resolution at a general meeting of the Company.
Performance Summary
Net asset value (“NAV”) per share
total return*
–21.2%
(Year ended 31 December 2023: –11.2%)
Share price total return*
–24.9%
(Year ended 31 December 2023: –5.3%)
NAV per share
19.94p
(Year ended 31 December 2023: 25.32p)
Some of the nancial measures are classi ed as Alternative Performance Measures, as de ned by the European Securities and
Markets Authority and are indicated with an asterisk (*). De nitions of these performance measures, and other terms used in this
report, are given on pages 78 and 79 together with supporting calculations and sources where appropriate.
At the General Meeting of Schroders Capital Global Innovation Trust plc (“the Company”) held on 27 February 2025, shareholders approved
proposals to amend the investment objective and investment policy as follows below:
Investment Objective
The Company’s investment objective is to undertake a managed wind-down of the Company and realise all existing assets in the Company’s
portfolio in an orderly manner.
Investment Policy
The assets of the Company will be realised in an orderly manner, with a view to achieving a balance between returning cash to Shareholders in
a timely manner and maximising value.
The Company may not make any new investments save that:
l investments may be made to honour commitments under existing contractual arrangements or, with the Board’s prior written approval,
into any existing investment; and
l cash held by the Company pending distribution will be held in either cash or cash equivalents for the purposes of cash management.
Any amounts received by the Company during the orderly realisation of the Company’s assets will be held by the Company as cash on deposit
and/or as cash equivalents, prior to returns being made in cash to Shareholders (net of provisions for the Company’s costs and expenses).
The Company will continue to comply with the requirements imposed by the UK Listing Rules in force from time to time.
The Company will not employ gearing for investment purposes, but may utilise gearing for working capital purposes, subject to a cap on
gearing of 10% of NAV at the time of borrowing.
Any material change to the Company’s published investment policy will be made only with the prior approval of the FCA and of Shareholders by
ordinary resolution at a general meeting of the Company.
Schroders Capital Global Innovation Trust plc
1
Strategic Report
Chair’s Statement 4
Investment Manager’s Review 6
Top 10 Holdings 12
Investment Portfolio 13
Long Term Financial Record 16
Investment Approach and Process 17
Valuation Approach and Process 20
Business Review 22
Governance
Board of Directors 34
Directors’ Report 36
Audit, Risk and Valuation
Committee Report 39
Management Engagement
Committee Report 42
Nomination and Remuneration
Committee Report 43
Directors’ Remuneration Report 45
Statement of Directors’
Responsibilities 48
Financial
Independent Auditor’s Report 50
Income Statement 55
Statement of Changes in Equity 56
Statement of Financial Position 57
Cash Flow Statement 58
Notes to the Financial Statements 59
Other Information
(Unaudited)
Annual General Meeting –
Recommendations 74
Notice of Annual General Meeting 75
Explanatory Notes to the
Notice of Meeting 76
De nitions of Terms and Alternative
Performance Measures 78
Shareholder Information 80
Information about the Company 82
Ongoing charges ratio*
1.23%
(Year ended 31 December 2023: 1.08%)
Share price discount
to NAV per share*
44.8%
(Year ended 31 December 2023: 42.1%)
Share price
11.00p
(Year ended 31 December 2023: 14.65p)
Revenue return per share
–0.25p
(Year ended 31 December 2023: –0.20p)
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Schroders Capital Global
Innovation Trust plc
This is not a sustainable product for the purposes of the Financial Conduct Authority (“FCA”) rules.
References to the consideration of sustainability factors and ESG integration should not be construed as a representation that the Company
seeks to achieve any particular sustainability outcome.
Strategic Report
Chair’s Statement 4
Investment Manager’s Review 6
Top 10 Holdings 12
Investment Portfolio 13
Long Term Financial Record 16
Investment Approach and Process 17
Valuation Approach and Process 20
Business Review 22
Governance
Board of Directors 34
Directors’ Report 36
Audit, Risk and Valuation
Committee Report 39
Management Engagement
Committee Report 42
Nomination and Remuneration
Committee Report 43
Directors’ Remuneration Report 45
Statement of Directors’
Responsibilities 48
Financial
Independent Auditor’s Report 50
Income Statement 55
Statement of Changes in Equity 56
Statement of Financial Position 57
Cash Flow Statement 58
Notes to the Financial Statements 59
Other Information
(Unaudited)
Annual General Meeting –
Recommendations 74
Notice of Annual General Meeting 75
Explanatory Notes to the
Notice of Meeting 76
De nitions of Terms and Alternative
Performance Measures 78
Shareholder Information 80
Information about the Company 82
Ongoing charges ratio*
1.23%
(Year ended 31 December 2023: 1.08%)
Share price discount
to NAV per share*
44.8%
(Year ended 31 December 2023: 42.1%)
Share price
11.00p
(Year ended 31 December 2023: 14.65p)
Revenue return per share
–0.25p
(Year ended 31 December 2023: –0.20p)
Scan this QR code on your
smartphone camera to sign-up
to receive regular updates on
Schroders Capital Global
Innovation Trust plc
This is not a sustainable product for the purposes of the Financial Conduct Authority (“FCA”) rules.
References to the consideration of sustainability factors and ESG integration should not be construed as a representation that the Company
seeks to achieve any particular sustainability outcome.
2
Schroders
Capital Global Innovation Trust plc
3
Strategic Report
Strategic Report
Chair’s Statement 4
Investment Manager’s Review 6
Top 10 Holdings 12
Investment Portfolio 13
Long Term Financial Record 16
Investment Approach and Process 17
Valuation Approach and Process 20
Business Review 22
Strategic Report
Strategic Report
Chair’s Statement 4
Investment Manager’s Review 6
Top 10 Holdings 12
Investment Portfolio 13
Long Term Financial Record 16
Investment Approach and Process 17
Valuation Approach and Process 20
Business Review 22
4
Schroders Capital Global Innovation Trust plc
Introduction and managed wind-down
strategy
On 31 January 2025, the Board announced the publication of
a_Circular convening a General Meeting on 27_February 2025. At this
General Meeting shareholders voted overwhelmingly in favour of
a_managed wind-down strategy, which will allow for the orderly
realisation of the Company’s assets over a_reasonable timeframe, to
achieve a balance between maximising returns and returning capital
to shareholders on a timely basis.
In the months before the General Meeting the Company had
engaged with its largest shareholders. The feedback from this
process formed part of the Board’s wider consideration of the
strategic options available to the Company, which also included the
possibility of a sale of the Company’s legacy assets and/or the
combination of the Company with another listed investment
company. Both of these latter options were actively pursued by the
Board. In addition, several individual shareholders had also written to
the Company to make their views known. The Board would like to
thank all shareholders for their constructive feedback.
In the Board and Investment Manager’s opinion, an orderly
realisation of assets as opposed to a series of forced disposals is the
most attractive strategy for shareholders to realise the value in the
Company’s portfolio.
During this process of orderly realisation, the Company will typically
follow the natural life cycle of the underlying investments, so that the
majority of the assets will be exited on the occasion of a future
liquidity event, such as a trade sale or initial public o]ering (“IPO”).
The Board expects that the amounts received from the sales of assets
will be returned to shareholders, with the initial return of capital
expected to be approximately £30 million.
It is intended that the Company’s listing and the capacity to trade in
its shares will be maintained for as long as practicable during the
realisation process, whilst being subject to any regulatory
considerations. Accordingly, once a signi cant proportion of the
Company’s assets have been realised, the Board will then consider
proposing a resolution for a formal voluntary liquidation of the
Company, which will require additional shareholder approval at the
relevant time.
Performance
The Company’s NAV per share for the year to 31 December 2024 fell
by 21.2% and the share price by 24.9%.
Performance during the year was primarily driven by a fall in value of
the holdings in Oxford Nanopore and Reaction Engines. In contrast, it
was pleasing to see stronger performance in the Company’s holding
in Revolut, whose valuation was written up by 85% and contributed
positively to the Company’s NAV.
During the year, the Company made realisations of equities totalling
£39.4_million, fully exiting the public equity holdings, Oxford
Nanopore and Immunocore, as well as proceeds generated from the
sale of Carmot Therapeutics to Roche, and the rst milestone
payment following the sale of Kymab. Three new investments were
made across the three_strategies of venture, growth, and life sciences
which align with the Investment Manager’s successful 25-year track
record.
As at 31 December 2024, the Company had £31.6 million in cash and
liquid money market funds, and £3.1 million in liquid public equity
investments
1
.
Post the year end the Company announced on 17 March 2025, that
its portfolio company Araris Biotech AG (“Araris”), a Swiss
biotechnology company developing next-generation antibody drug
conjugates had entered into an agreement to be acquired by
Taiho_Pharmaceutical Co. Ltd. The upfront payment will generate
a_distribution of approximately $24.3 million (£18.7 million) at closing
and potential additional distributions of up to $43.6 million
(£33.7_million) subject to near and long-term milestones. Based on
the valuation implied by the up-front purchase consideration,
near-term milestone potential and accounting for speci c closing
adjustments according to the Company’s valuation policy, the
estimated value of its holding would approximately be £19.5 million.
The overall impact on the Company’s NAV will be evaluated as part of
the Company’s 31 March 2025 NAV publication.
More details on the Company’s performance can be found in the
Investment Managers Report on pages 6 to 11.
Chair’s Statement
Following the shareholders’
vote in favour of the
managed wind-down of the
Company, our strategic focus
has shifted to an orderly
realisation of the Company’s
assets over a reasonable
timeframe.
1
Excluding BenevolentAI which is fair value priced by the AIFM.
Introduction and managed wind-down
strategy
On 31 January 2025, the Board announced the publication of
a_Circular convening a General Meeting on 27_February 2025. At this
General Meeting shareholders voted overwhelmingly in favour of
a_managed wind-down strategy, which will allow for the orderly
realisation of the Company’s assets over a_reasonable timeframe, to
achieve a balance between maximising returns and returning capital
to shareholders on a timely basis.
In the months before the General Meeting the Company had
engaged with its largest shareholders. The feedback from this
process formed part of the Board’s wider consideration of the
strategic options available to the Company, which also included the
possibility of a sale of the Company’s legacy assets and/or the
combination of the Company with another listed investment
company. Both of these latter options were actively pursued by the
Board. In addition, several individual shareholders had also written to
the Company to make their views known. The Board would like to
thank all shareholders for their constructive feedback.
In the Board and Investment Manager’s opinion, an orderly
realisation of assets as opposed to a series of forced disposals is the
most attractive strategy for shareholders to realise the value in the
Company’s portfolio.
During this process of orderly realisation, the Company will typically
follow the natural life cycle of the underlying investments, so that the
majority of the assets will be exited on the occasion of a future
liquidity event, such as a trade sale or initial public o]ering (“IPO”).
The Board expects that the amounts received from the sales of assets
will be returned to shareholders, with the initial return of capital
expected to be approximately £30 million.
It is intended that the Company’s listing and the capacity to trade in
its shares will be maintained for as long as practicable during the
realisation process, whilst being subject to any regulatory
considerations. Accordingly, once a signi cant proportion of the
Company’s assets have been realised, the Board will then consider
proposing a resolution for a formal voluntary liquidation of the
Company, which will require additional shareholder approval at the
relevant time.
Performance
The Company’s NAV per share for the year to 31 December 2024 fell
by 21.2% and the share price by 24.9%.
Performance during the year was primarily driven by a fall in value of
the holdings in Oxford Nanopore and Reaction Engines. In contrast, it
was pleasing to see stronger performance in the Company’s holding
in Revolut, whose valuation was written up by 85% and contributed
positively to the Company’s NAV.
During the year, the Company made realisations of equities totalling
£39.4_million, fully exiting the public equity holdings, Oxford
Nanopore and Immunocore, as well as proceeds generated from the
sale of Carmot Therapeutics to Roche, and the rst milestone
payment following the sale of Kymab. Three new investments were
made across the three_strategies of venture, growth, and life sciences
which align with the Investment Manager’s successful 25-year track
record.
As at 31 December 2024, the Company had £31.6 million in cash and
liquid money market funds, and £3.1 million in liquid public equity
investments
1
.
Post the year end the Company announced on 17 March 2025, that
its portfolio company Araris Biotech AG (“Araris”), a Swiss
biotechnology company developing next-generation antibody drug
conjugates had entered into an agreement to be acquired by
Taiho_Pharmaceutical Co. Ltd. The upfront payment will generate
a_distribution of approximately $24.3 million (£18.7 million) at closing
and potential additional distributions of up to $43.6 million
(£33.7_million) subject to near and long-term milestones. Based on
the valuation implied by the up-front purchase consideration,
near-term milestone potential and accounting for speci c closing
adjustments according to the Company’s valuation policy, the
estimated value of its holding would approximately be £19.5 million.
The overall impact on the Company’s NAV will be evaluated as part of
the Company’s 31 March 2025 NAV publication.
More details on the Company’s performance can be found in the
Investment Managers Report on pages 6 to 11.
Chair’s Statement
Following the shareholders’
vote in favour of the
managed wind-down of the
Company, our strategic focus
has shifted to an orderly
realisation of the Company’s
assets over a reasonable
timeframe.
1
Excluding BenevolentAI which is fair value priced by the AIFM.
Completion of capital discipline policy
The Company began a share repurchase programme in September
2023 as part of its capital discipline policy and stated the intention “to
repurchase shares equal to at least 5% of the Company’s issued share
capital in each of the calendar years 2023 and 2024, and in addition
such number of shares in order to ensure that over the period to the
2025 AGM, the Company has undertaken share repurchases in an
amount equating to 25% of all net cash realisations from the portfolio
inherited from the previous portfolio manager.”
During 2024, the Board successfully repurchased 43 million shares,
equal to 5% of the Company’s issued share capital during the year,
at_an estimated weighted average discount to the last reported NAV
on 30 September 2024 of 36.3%. No shares are held in treasury.
In_aggregate the buybacks during the year represented a capital
return of £5.3 million. The discount to NAV which was trading at
47.9% immediately before the start of the share repurchase
programme nished the year at 44.8%.
Due to the realisations made from the portfolio, the Company needed
to complete its commitment to the capital discipline policy in early
2025. Therefore 5,909,126 shares were repurchased during 2025 for
a sum of £608,821. The Board has now concluded the capital
discipline policy, and it is unlikely share buybacks will occur in the
future. Instead, the Board will be prioritising the return of capital to
shareholders as announced in the Circular published on 31 January
2025.
Valuation process for private investments
The valuation of private investments continues to be an area of
considerable focus by the market.
The private investments are valued by an independent Schroders
in-house valuation team which resides in Schroders Capital Fund
Operations and Services team and is separate from the investment
function.
Valuations are calculated using established methodologies and public
market comparators in accordance with International Private Equity
and Venture Capital guidelines.
Valuations of the entire portfolio are reviewed on a quarterly basis by
the Board and annually by the Auditor and clearly communicated to
the market.
The Company’s AIFM maintains and applies e]ective organisational
and administrative arrangements with a view to taking all reasonable
steps designed to identify, prevent, manage and monitor con icts of
interests in relation to the unquoted valuation process. The Schroders
Capital valuation process and governance structure is intended to
ensure independence, accountability and segregation of duties in the
oversight functions.
Comprehensive details of the valuation methodology and process can
be found in the Strategic Report on pages 20 to 21.
Board composition
Given the current status of the Company, the Board are mindful of the
operating costs of the Company and considers it appropriate to
reduce the number of Directors and as such Lamia Baker will retire
from the Board following the conclusion of the forthcoming AGM in
May 2025. On behalf of the Board, I would like to thank Lamia for her
contribution to the Company and wish her well for her future plans.
Annual General Meeting (“AGM”)
The AGM will be held at 12.30pm on Wednesday, 21 May 2025 at
1_London Wall Place, London EC2Y 5AU. The Board looks forward to
welcoming shareholders to attend and participate in the meeting.
Shareholders will also have the opportunity to hear a presentation
from the Investment Managers, Tim Creed and Harry Raikes, and light
refreshments will be served. Please note that all voting will be on a
poll and we encourage all shareholders to exercise their votes by
means of registering them with the Company’s registrar ahead of the
meeting, online or by completing paper proxy forms, and to appoint
the Chair of the meeting as their proxy. Information on voting can be
found in the Notice of Annual General Meeting on pages 75 to 77. In
the event that shareholders have a question for the Board, please
email amcompanysecretary@schroders.com in advance of the AGM.
Results webinar
Please join the Investment Manager for a webinar in which they will
report on the year ended 31 December 2024. The presentation will
be followed by a live Q&A session. The webinar will take place on
28_March 2025 at 2.00pm. Register for the event at
https://www.schroders.events/INOV25
Outlook
Following the shareholders’ vote in favour of the managed wind-down
of the Company, our strategic focus has shifted in early 2025 to an
orderly realisation of the Company’s assets over a reasonable
timeframe. As stated above, we expect realisations to be achieved via
a combination of trade sales and IPOs. Based on our latest estimates
and prevailing market conditions, Araris notwithstanding, we do not
expect to start meaningful realisations until the 2026-2027 period.
Taking into account the Company’s current cash, including the
upfront proceeds from the sale of Araris, and existing commitments,
the Board and the Investment Manager anticipate the initial return of
capital will be approximately £30 million and this is scheduled to
occur by 30 June 2025.
Tim Edwards
Chair
27 March 2025
Schroders Capital Global Innovation Trust plc 5
Introduction Strategic Report Governance Financial Other Information (Unaudited)
The Company began a share repurchase programme in September
2023 as part of its capital discipline policy and stated the intention “to
repurchase shares equal to at least 5% of the Company’s issued share
capital in each of the calendar years 2023 and 2024, and in addition
such number of shares in order to ensure that over the period to the
2025 AGM, the Company has undertaken share repurchases in an
amount equating to 25% of all net cash realisations from the portfolio
inherited from the previous portfolio manager.”
During 2024, the Board successfully repurchased 43 million shares,
equal to 5% of the Company’s issued share capital during the year,
at_an estimated weighted average discount to the last reported NAV
on 30 September 2024 of 36.3%. No shares are held in treasury.
In_aggregate the buybacks during the year represented a capital
return of £5.3 million. The discount to NAV which was trading at
47.9% immediately before the start of the share repurchase
programme nished the year at 44.8%.
Due to the realisations made from the portfolio, the Company needed
to complete its commitment to the capital discipline policy in early
2025. Therefore 5,909,126 shares were repurchased during 2025 for
a sum of £608,821. The Board has now concluded the capital
discipline policy, and it is unlikely share buybacks will occur in the
future. Instead, the Board will be prioritising the return of capital to
shareholders as announced in the Circular published on 31 January
2025.
Valuation process for private investments
The valuation of private investments continues to be an area of
considerable focus by the market.
The private investments are valued by an independent Schroders
in-house valuation team which resides in Schroders Capital Fund
Operations and Services team and is separate from the investment
function.
Valuations are calculated using established methodologies and public
market comparators in accordance with International Private Equity
and Venture Capital guidelines.
Valuations of the entire portfolio are reviewed on a quarterly basis by
the Board and annually by the Auditor and clearly communicated to
the market.
The Company’s AIFM maintains and applies e]ective organisational
and administrative arrangements with a view to taking all reasonable
steps designed to identify, prevent, manage and monitor con icts of
interests in relation to the unquoted valuation process. The Schroders
Capital valuation process and governance structure is intended to
ensure independence, accountability and segregation of duties in the
oversight functions.
Comprehensive details of the valuation methodology and process can
be found in the Strategic Report on pages 20 to 21.
Board composition
Given the current status of the Company, the Board are mindful of the
operating costs of the Company and considers it appropriate to
reduce the number of Directors and as such Lamia Baker will retire
from the Board following the conclusion of the forthcoming AGM in
May 2025. On behalf of the Board, I would like to thank Lamia for her
contribution to the Company and wish her well for her future plans.
Annual General Meeting (“AGM”)
The AGM will be held at 12.30pm on Wednesday, 21 May 2025 at
1_London Wall Place, London EC2Y 5AU. The Board looks forward to
welcoming shareholders to attend and participate in the meeting.
Shareholders will also have the opportunity to hear a presentation
from the Investment Managers, Tim Creed and Harry Raikes, and light
refreshments will be served. Please note that all voting will be on a
poll and we encourage all shareholders to exercise their votes by
means of registering them with the Company’s registrar ahead of the
meeting, online or by completing paper proxy forms, and to appoint
the Chair of the meeting as their proxy. Information on voting can be
found in the Notice of Annual General Meeting on pages 75 to 77. In
the event that shareholders have a question for the Board, please
email amcompanysecretary@schroders.com in advance of the AGM.
Results webinar
Please join the Investment Manager for a webinar in which they will
report on the year ended 31 December 2024. The presentation will
be followed by a live Q&A session. The webinar will take place on
28_March 2025 at 2.00pm. Register for the event at
https://www.schroders.events/INOV25
Outlook
Following the shareholders’ vote in favour of the managed wind-down
of the Company, our strategic focus has shifted in early 2025 to an
orderly realisation of the Company’s assets over a reasonable
timeframe. As stated above, we expect realisations to be achieved via
a combination of trade sales and IPOs. Based on our latest estimates
and prevailing market conditions, Araris notwithstanding, we do not
expect to start meaningful realisations until the 2026-2027 period.
Taking into account the Company’s current cash, including the
upfront proceeds from the sale of Araris, and existing commitments,
the Board and the Investment Manager anticipate the initial return of
capital will be approximately £30 million and this is scheduled to
occur by 30 June 2025.
Tim Edwards
Chair
27 March 2025
Schroders Capital Global Innovation Trust plc 5
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Summary
– The Company reported a NAV of 19.94p per share as of
31_December 2024, a decrease of 21.2% relative to the NAV
share per share as of 31 December 2023 (25.32p).
– The main detractors from performance over the 12-month
period, included holdings in Oxford Nanopore and Reaction
Engines. On the positive side, within the new investment
portfolio
1
, the position in Revolut provided a bright spot. Overall,
the legacy portfolio
1
saw a decrease in value of 33.7% during the
year, accounting for 97% of the total fair value
2
loss.
– During the 12-months to 31 December 2024, the Company
made realisations totalling £39.4 million, fully exiting the public
equity holdings, Oxford Nanopore and Immunocore. There were
also proceeds generated from the sale of Carmot Therapeutics
to Roche, and the rst milestone payment following the sale of
Kymab.
– During the year, the Company purchased 43 million shares
equivalent to 5% of the outstanding share capital as of
31_December 2023 for a total of £5.3 million. This is in addition to
the 47 million shares purchased in the prior nancial year.
– New investments totalling £13.1 million into three companies
were completed (Neurona Therapeutics, AI Company II
3
,
AI_Company III
3
) across our three strategies: venture, growth and
life sciences. Additionally, £6.0 million of follow-on investments
were made.
– On 31 January 2025, the Board announced the publication of
a_Circular convening a General Meeting on 27 February 2025.
At_this meeting, shareholders voted in favour of the
discontinuation resolution and adoption of the revised
investment objective and policy to provide for the managed
wind-down of the Company with an orderly realisation of the
Company’s assets, including an initial return of capital.
– As of 31 December 2024, the Company had £31.6 million in cash
and liquid money market funds and £3.1 million in liquid public
equity investments
4
to meet the funding requirements of the
existing portfolio, nalise the remaining buyback programme,
fund the initial return of capital, and meet ongoing operating
costs. Of these cash reserves, £608,821 were spent on buybacks
in January and February 2025.
Source: HSBC/Schroders.
Tim Creed Harry Raikes
We will aim to achieve a
balance between returning
cash to shareholders in a
timely manner and
maximising value.
6 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
1
New investment portfolio refers to investments made by Schroders Capital and legacy portfolio refers to assets inherited from the previous portfolio Manager.
2
Please refer to Valuation Approach and Process’ section for an outline of fair value.
3
Actual name not disclosed due to con dentiality.
4
Excluding BenevolentAI which is fair value priced by the AIFM.
– The Company reported a NAV of 19.94p per share as of
31_December 2024, a decrease of 21.2% relative to the NAV
share per share as of 31 December 2023 (25.32p).
– The main detractors from performance over the 12-month
period, included holdings in Oxford Nanopore and Reaction
Engines. On the positive side, within the new investment
portfolio
1
, the position in Revolut provided a bright spot. Overall,
the legacy portfolio
1
saw a decrease in value of 33.7% during the
year, accounting for 97% of the total fair value
2
loss.
– During the 12-months to 31 December 2024, the Company
made realisations totalling £39.4 million, fully exiting the public
equity holdings, Oxford Nanopore and Immunocore. There were
also proceeds generated from the sale of Carmot Therapeutics
to Roche, and the rst milestone payment following the sale of
Kymab.
– During the year, the Company purchased 43 million shares
equivalent to 5% of the outstanding share capital as of
31_December 2023 for a total of £5.3 million. This is in addition to
the 47 million shares purchased in the prior nancial year.
– New investments totalling £13.1 million into three companies
were completed (Neurona Therapeutics, AI Company II
3
,
AI_Company III
3
) across our three strategies: venture, growth and
life sciences. Additionally, £6.0 million of follow-on investments
were made.
– On 31 January 2025, the Board announced the publication of
a_Circular convening a General Meeting on 27 February 2025.
At_this meeting, shareholders voted in favour of the
discontinuation resolution and adoption of the revised
investment objective and policy to provide for the managed
wind-down of the Company with an orderly realisation of the
Company’s assets, including an initial return of capital.
– As of 31 December 2024, the Company had £31.6 million in cash
and liquid money market funds and £3.1 million in liquid public
equity investments
4
to meet the funding requirements of the
existing portfolio, nalise the remaining buyback programme,
fund the initial return of capital, and meet ongoing operating
costs. Of these cash reserves, £608,821 were spent on buybacks
in January and February 2025.
Source: HSBC/Schroders.
Tim Creed Harry Raikes
We will aim to achieve a
balance between returning
cash to shareholders in a
timely manner and
maximising value.
6 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
1
New investment portfolio refers to investments made by Schroders Capital and legacy portfolio refers to assets inherited from the previous portfolio Manager.
2
Please refer to Valuation Approach and Process’ section for an outline of fair value.
3
Actual name not disclosed due to con dentiality.
4
Excluding BenevolentAI which is fair value priced by the AIFM.
Schroders Capital Global Innovation Trust plc
7
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Financial performance
2024 performance
The NAV as of 31 December 2024 was £162.4 million, a decrease of 25.2% compared with the NAV as of 31 December 2023 (£217.1 million).
This 25.2% decrease in NAV comprised:
– Public equity holdings: –11.0%
– Private equity venture holdings: –5.4%
– Private equity life science holdings: –3.1%
– Private equity growth holdings: –3.0%
– Money market funds*: +0.6%
– Repurchase and cancellation of the Company’s own shares: –2.4%
– Costs and other movements: –0.9%
* Standard Variable Net Asset Value Money Market Fund.
Attribution analysis (£m)
Private equity Money
Life sciences Venture Growth Public equity market funds Cash Other NAV
Fair value as at
31 December 2023 31.0 39.3 73.3 56.8 9.7 2.9 4.1 217.1
+ Investments 6.9 4.3 7.9 – 36.1 (55.2) – –
– Realisations at value (10.4) (0.1) – (28.9) 17.5 56.9 – –
+/– Fair value gains/(losses) (6.7) (11.6) (6.4) (23.9) 1.3 – – (47.3)
+/– Reclassi ed holdings – – – – – – – –
– Repurchase & cancellation of
the Company’s own shares – – – – – (5.3) – (5.3)
+/– Costs & other movements – – – – – 2.6 (4.7) (2.0)
Fair value as at
31 December 2024 20.8 31.9 74.8 4.0 29.6 1.9 (0.6) 162.4
Source: HSBC/Schroders.
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. The securities shown above are for illustrative
purposes only and are not to be considered a recommendation to buy or sell. For further information regarding the costs and charges
associated with your investment, please refer to the annual report.
Public equity holdings
The Company’s public equity holdings saw a decrease in value of 42.1% contributing –11.0% to the decrease in NAV over the 12-month period.
A signi cant driver was the performance of Oxford Nanopore, which was fully exited during the year. During the rst half of the year, the value
fell by –54.9%. The company released a trading update in January 2024 preceding its annual results in March. The company grew Life Science
Research Tools (“LSRT”) revenue by 15% (from £147 million to £169 million), underlying LSRT revenue by 39% (from £108 million to £150 million),
while extending its adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation (“EBITDA”) losses (from £79 million to £105 million).
These results fell short of analyst consensus estimates with management citing diYculties in the nal quarter associated with U.S.
semiconductor regulation in Asia and one-o] customer delays. The company also announced changes to a key commercial agreement and
reduced its medium-term growth and pro tability guidance. During the second half of the year, Oxford Nanopore’s share price remained
volatile. Some investors were reassured following the announcement of the completion of an £80 million equity issue led by strategic investor,
Novo Holdings A/S. However, we took a more cautious view and fully exited the position towards the end of the year.
Autolus Therapeutics had a fair value loss of 63.1% over the 12-month period. Despite receiving FDA approval for Obe-Cell for the treatment of
adult relapsed/refractory B-cell Acute Lymphoblastic Leukaemia (R/R B-ALL), the share price traded down over the period. Obe-Cell is currently
under review for R/R B-ALL at the European Medicines Agency, with a decision anticipated in the rst half of 2025. Further expected major value
in ections include: up to estimated 12 month clinical eYcacy and safety data from the Phase I MCARTY trial (NCT04795882) in up to 24 patients
for pipeline cell therapy AUTO8 and up to 24 month clinical eYcacy and safety data from the Phase I LIBRAT1 trial (NCT03590574) in up to
200_patients.
The listed share price of AI-enabled drug discovery and development company BenevolentAI declined 64.8% over the year. In December 2024,
the company announced a major strategic overhaul to return to its foundational mission of integrating AI with biopharmaceutical development.
This will include an organisational restructuring and budgetary changes to extend its operational runway into 2027. The company is reported as
a public equity holding although fair value priced by the Company’s AIFM due to a lack of liquidity in the listed shares. As of 31 December 2024,
the holding in BenevolentAI is held at a discount of 39.5% to the listed share price (FY23: 51.0%). After the period, the company was delisted
from Euronext Amsterdam.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Financial performance
2024 performance
The NAV as of 31 December 2024 was £162.4 million, a decrease of 25.2% compared with the NAV as of 31 December 2023 (£217.1 million).
This 25.2% decrease in NAV comprised:
– Public equity holdings: –11.0%
– Private equity venture holdings: –5.4%
– Private equity life science holdings: –3.1%
– Private equity growth holdings: –3.0%
– Money market funds*: +0.6%
– Repurchase and cancellation of the Company’s own shares: –2.4%
– Costs and other movements: –0.9%
* Standard Variable Net Asset Value Money Market Fund.
Attribution analysis (£m)
Private equity Money
Life sciences Venture Growth Public equity market funds Cash Other NAV
Fair value as at
31 December 2023 31.0 39.3 73.3 56.8 9.7 2.9 4.1 217.1
+ Investments 6.9 4.3 7.9 – 36.1 (55.2) – –
– Realisations at value (10.4) (0.1) – (28.9) 17.5 56.9 – –
+/– Fair value gains/(losses) (6.7) (11.6) (6.4) (23.9) 1.3 – – (47.3)
+/– Reclassi ed holdings – – – – – – – –
– Repurchase & cancellation of
the Company’s own shares – – – – – (5.3) – (5.3)
+/– Costs & other movements – – – – – 2.6 (4.7) (2.0)
Fair value as at
31 December 2024 20.8 31.9 74.8 4.0 29.6 1.9 (0.6) 162.4
Source: HSBC/Schroders.
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. The securities shown above are for illustrative
purposes only and are not to be considered a recommendation to buy or sell. For further information regarding the costs and charges
associated with your investment, please refer to the annual report.
Public equity holdings
The Company’s public equity holdings saw a decrease in value of 42.1% contributing –11.0% to the decrease in NAV over the 12-month period.
A signi cant driver was the performance of Oxford Nanopore, which was fully exited during the year. During the rst half of the year, the value
fell by –54.9%. The company released a trading update in January 2024 preceding its annual results in March. The company grew Life Science
Research Tools (“LSRT”) revenue by 15% (from £147 million to £169 million), underlying LSRT revenue by 39% (from £108 million to £150 million),
while extending its adjusted Earnings Before Interest, Taxes, Depreciation and Amortisation (“EBITDA”) losses (from £79 million to £105 million).
These results fell short of analyst consensus estimates with management citing diYculties in the nal quarter associated with U.S.
semiconductor regulation in Asia and one-o] customer delays. The company also announced changes to a key commercial agreement and
reduced its medium-term growth and pro tability guidance. During the second half of the year, Oxford Nanopore’s share price remained
volatile. Some investors were reassured following the announcement of the completion of an £80 million equity issue led by strategic investor,
Novo Holdings A/S. However, we took a more cautious view and fully exited the position towards the end of the year.
Autolus Therapeutics had a fair value loss of 63.1% over the 12-month period. Despite receiving FDA approval for Obe-Cell for the treatment of
adult relapsed/refractory B-cell Acute Lymphoblastic Leukaemia (R/R B-ALL), the share price traded down over the period. Obe-Cell is currently
under review for R/R B-ALL at the European Medicines Agency, with a decision anticipated in the rst half of 2025. Further expected major value
in ections include: up to estimated 12 month clinical eYcacy and safety data from the Phase I MCARTY trial (NCT04795882) in up to 24 patients
for pipeline cell therapy AUTO8 and up to 24 month clinical eYcacy and safety data from the Phase I LIBRAT1 trial (NCT03590574) in up to
200_patients.
The listed share price of AI-enabled drug discovery and development company BenevolentAI declined 64.8% over the year. In December 2024,
the company announced a major strategic overhaul to return to its foundational mission of integrating AI with biopharmaceutical development.
This will include an organisational restructuring and budgetary changes to extend its operational runway into 2027. The company is reported as
a public equity holding although fair value priced by the Company’s AIFM due to a lack of liquidity in the listed shares. As of 31 December 2024,
the holding in BenevolentAI is held at a discount of 39.5% to the listed share price (FY23: 51.0%). After the period, the company was delisted
from Euronext Amsterdam.
Private equity venture holdings
The Company’s venture holdings saw a decrease in value of 29.8%
contributing -5.4% to the decrease in NAV over the 12-month period.
The decrease was driven entirely by legacy holdings
1
with
a_£13.2_million fair value loss and partially o]set by a £1.6 million
increase in the value of new investments
2
.
A main driver was Reaction Engines which was written down to zero
from £10.6 million at 31 December 2023. This was a result of slower
than anticipated revenue growth and failing to raise further nancing.
On 31 October 2024, Reaction Engines entered administration.
The valuation of the Company’s holding in Federated Wireless
decreased over the period, albeit increased positively in the nal
quarter. The business restructuring is on track, and the company is
meeting its 2024 objectives. Additionally, the valuation of the
Company’s holding in Genomics was decreased over the period
following a £35 million funding round led by existing investors
F-Prime_Capital and Foresite Capital, including new investors In nity
Investment Partners and US life insurer MassMutual.
Positive contributors over the period were MMC SPV 3, a new
investment in an AI software company that raised nancing at
improved terms. Additionally, Nexeon, a leader in engineered silicon
materials for battery applications, which made good progress during
the year with building its rst commercial-scale plant to deliver silicon
anode material starting in 2025, ful lling the previously announced
binding supply agreement with Panasonic.
Private equity life science holdings
11 of 12
life sciences portfolio companies
have reached clinical stage
The Company’s life sciences holdings saw a decrease in value of
21.6%, contributing 3.1% to the decrease in NAV over the 12-month
period. The decrease was driven overwhelmingly by legacy life science
holdings with a £7.4 million fair value loss, and partially o]set by
a_£0.7 million increase in the value of new life science investments.
A notable detractor was the portfolio’s holding in OcuTerra, which was
revalued to zero in the rst quarter of 2024, from £4.8 million at
31_December 2023. This decision was made after the company
announced that its phase II DR:EAM clinical trial of the selective RGD
integrin inhibitor, nesvategrast (OTT166) eye drops, for patients with
diabetic retinopathy, did not meet its endpoints. Although the data
con rmed the safety of OTT166, the experimental medication did not
show a statistically signi cant improvement in the diabetic retinopathy
severity scale scores compared to the placebo group.
Additionally, AMO Pharma was marked down to zero at the year-end
given there is no reasonable probability of regulatory market approval
of their only active pipeline asset based on the available clinical data.
On the positive side, Anthos Therapeutics increased in value during
the year. Their leading drug candidate, abelacimab (aimed at
preventing stroke and systemic embolism in patients with atrial
brillation), continued to progress through Phase 3 clinical trials. As
mentioned previously, it was announced after the period end that
Anthos Therapeutics will be acquired by Novartis. Based on available
information, the holding was revalued upwards by 24% in the nal
quarter of 2024.
In December 2023, it was announced that Carmot had entered into
a_de nitive agreement to be acquired by Roche, a global
pharmaceutical company, at a purchase price of $2.7 billion upfront
and the potential for $400 million in milestone payments. The
transaction closed on 29 January 2024 and the Company received
£4.5 million upfront payment, generating a 3.2x multiple on invested
capital.
Additionally, the sale of Araris Biotech was also agreed after the
period end. Araris entered into an agreement to be acquired by Taiho
Pharmaceuticals for an upfront purchase price of $400 million, with
the potential for additional milestone payments of up to $740_million.
The estimated value of the Company’s holding based on the implied
valuation by the upfront purchase consideration, near-term milestone
potential and accounting for speci c closing adjustments according to
the Company’s valuation policy, would be £19.5 million, a £16.3 million
upwards revision compared to the 31_December 2024 value. The
valuation impact is expected to be re ected in the 31_March 2025
NAV.
Out of the 12 life science portfolio investments (shown overleaf),
11_have reached clinical stage, of which two have been acquired, two
are expected to be acquired, ve have shown clinical proof of concept
and one has been approved.
8 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
continued
1
Assets inherited from previous Investment Manager..
2
Investments made by Schroder Capital.
The Company’s venture holdings saw a decrease in value of 29.8%
contributing -5.4% to the decrease in NAV over the 12-month period.
The decrease was driven entirely by legacy holdings
1
with
a_£13.2_million fair value loss and partially o]set by a £1.6 million
increase in the value of new investments
2
.
A main driver was Reaction Engines which was written down to zero
from £10.6 million at 31 December 2023. This was a result of slower
than anticipated revenue growth and failing to raise further nancing.
On 31 October 2024, Reaction Engines entered administration.
The valuation of the Company’s holding in Federated Wireless
decreased over the period, albeit increased positively in the nal
quarter. The business restructuring is on track, and the company is
meeting its 2024 objectives. Additionally, the valuation of the
Company’s holding in Genomics was decreased over the period
following a £35 million funding round led by existing investors
F-Prime_Capital and Foresite Capital, including new investors In nity
Investment Partners and US life insurer MassMutual.
Positive contributors over the period were MMC SPV 3, a new
investment in an AI software company that raised nancing at
improved terms. Additionally, Nexeon, a leader in engineered silicon
materials for battery applications, which made good progress during
the year with building its rst commercial-scale plant to deliver silicon
anode material starting in 2025, ful lling the previously announced
binding supply agreement with Panasonic.
Private equity life science holdings
11 of 12
life sciences portfolio companies
have reached clinical stage
The Company’s life sciences holdings saw a decrease in value of
21.6%, contributing 3.1% to the decrease in NAV over the 12-month
period. The decrease was driven overwhelmingly by legacy life science
holdings with a £7.4 million fair value loss, and partially o]set by
a_£0.7 million increase in the value of new life science investments.
A notable detractor was the portfolio’s holding in OcuTerra, which was
revalued to zero in the rst quarter of 2024, from £4.8 million at
31_December 2023. This decision was made after the company
announced that its phase II DR:EAM clinical trial of the selective RGD
integrin inhibitor, nesvategrast (OTT166) eye drops, for patients with
diabetic retinopathy, did not meet its endpoints. Although the data
con rmed the safety of OTT166, the experimental medication did not
show a statistically signi cant improvement in the diabetic retinopathy
severity scale scores compared to the placebo group.
Additionally, AMO Pharma was marked down to zero at the year-end
given there is no reasonable probability of regulatory market approval
of their only active pipeline asset based on the available clinical data.
On the positive side, Anthos Therapeutics increased in value during
the year. Their leading drug candidate, abelacimab (aimed at
preventing stroke and systemic embolism in patients with atrial
brillation), continued to progress through Phase 3 clinical trials. As
mentioned previously, it was announced after the period end that
Anthos Therapeutics will be acquired by Novartis. Based on available
information, the holding was revalued upwards by 24% in the nal
quarter of 2024.
In December 2023, it was announced that Carmot had entered into
a_de nitive agreement to be acquired by Roche, a global
pharmaceutical company, at a purchase price of $2.7 billion upfront
and the potential for $400 million in milestone payments. The
transaction closed on 29 January 2024 and the Company received
£4.5 million upfront payment, generating a 3.2x multiple on invested
capital.
Additionally, the sale of Araris Biotech was also agreed after the
period end. Araris entered into an agreement to be acquired by Taiho
Pharmaceuticals for an upfront purchase price of $400 million, with
the potential for additional milestone payments of up to $740_million.
The estimated value of the Company’s holding based on the implied
valuation by the upfront purchase consideration, near-term milestone
potential and accounting for speci c closing adjustments according to
the Company’s valuation policy, would be £19.5 million, a £16.3 million
upwards revision compared to the 31_December 2024 value. The
valuation impact is expected to be re ected in the 31_March 2025
NAV.
Out of the 12 life science portfolio investments (shown overleaf),
11_have reached clinical stage, of which two have been acquired, two
are expected to be acquired, ve have shown clinical proof of concept
and one has been approved.
8 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
continued
1
Assets inherited from previous Investment Manager..
2
Investments made by Schroder Capital.
Schroders Capital Global Innovation Trust plc
9
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Development of life science investments
Source: Schroders Capital, 2025.
Companies shown are for illustrative purposes only and should not be viewed as a recommendation to buy or sell. Logos shown are the property of their own entities.
Private equity growth holdings
29%
average sales growth for growth
portfolio companies
1
The Company’s growth holdings saw a decrease in value of 8.9%
contributing –3.0% to the decrease in NAV over the 12-month period.
This decrease was primarily driven by mixed performance in the new
portfolio (–£3.6 million) and legacy portfolio (–£2.7 million).
Ada Health recorded signi cant revenue growth between 2020 to
2023 and reached Earnings before Interest, Tax, Depreciation and
Amortisation (“EBITDA”) level pro tability in 2023, driven by new large
contract wins. On this basis, the investment was revalued upwards in
Q2 2024. However, Ada Health experienced tough market conditions
for growth with tightening pharmaceutical budgets during the year.
The valuation of Bizongo was reduced during the year to re ect
near-term growth expectations following a recent restructuring of the
business. Additionally, Salica Environmental Technologies Fund was
revalued downwards during the year due to developments in the
portfolio and a revised outlook.
These downward revaluations in the growth portfolio were partially
o]set by an upwards revaluation of Revolut (+85% versus
31_December 2023), following another successful year. Revolut
announced two important updates to its business outlook during the
year. Firstly, the company received its UK banking licence with
restrictions from the Prudential Regulation Authority, the regulator
responsible for overseeing the UK banking sector, to complete the
build out of their UK banking operations. In August 2024, the
company announced a secondary share sale, providing liquidity for
employees at a $45 billion valuation. With these developments, the
company is well set to continue its impressive growth journey.
Foreign exchange
Over the year, the fair value of investments denominated in
United_States Dollar (USD), were positively impacted by depreciation
in the value of the British Pound Sterling (GBP). Meanwhile, the fair
value of investments denominated in Swiss Franc (CHF) and Euro
(EUR) were negatively impacted by appreciation in the value of the
British Pound Sterling (GBP).
Cash and debt
£31.6m
Cash position and liquid money market funds
As of 31 December 2024, the Company had £31.6 million in cash and
liquid money market funds and £3.1 million in liquid public equity
investments
2
to meet the funding requirements of the existing
portfolio, nalise the remaining buyback programme, fund the initial
return of capital, and meet ongoing operating costs.
After the year end, two acquisitions were announced; Anthos
Therapeutics has agreed to be acquired by Novartis for an upfront
purchase price of $925 million and a potential additional $2.2 billion
of regulatory and sales milestone payments; and Araris Biotech by
Taiho Pharmaceutical for an upfront purchase price of $400 million,
with the potential for additional milestone payments of up to
4 24 - A O I
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1
As at 31 December 2024, the estimated weighted average sales growth over the last-twelve-months for all growth investments valued using a market-based
valuation approach, and excluded Salica Environmental Technologies Fund. Also excludes Bizongo due to a change in accounting methodology and therefore lack of
like for like gures.
2
Excluding BenevolentAI which is fair value priced by the AIFM.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Development of life science investments
Source: Schroders Capital, 2025.
Companies shown are for illustrative purposes only and should not be viewed as a recommendation to buy or sell. Logos shown are the property of their own entities.
Private equity growth holdings
29%
average sales growth for growth
portfolio companies
1
The Company’s growth holdings saw a decrease in value of 8.9%
contributing –3.0% to the decrease in NAV over the 12-month period.
This decrease was primarily driven by mixed performance in the new
portfolio (–£3.6 million) and legacy portfolio (–£2.7 million).
Ada Health recorded signi cant revenue growth between 2020 to
2023 and reached Earnings before Interest, Tax, Depreciation and
Amortisation (“EBITDA”) level pro tability in 2023, driven by new large
contract wins. On this basis, the investment was revalued upwards in
Q2 2024. However, Ada Health experienced tough market conditions
for growth with tightening pharmaceutical budgets during the year.
The valuation of Bizongo was reduced during the year to re ect
near-term growth expectations following a recent restructuring of the
business. Additionally, Salica Environmental Technologies Fund was
revalued downwards during the year due to developments in the
portfolio and a revised outlook.
These downward revaluations in the growth portfolio were partially
o]set by an upwards revaluation of Revolut (+85% versus
31_December 2023), following another successful year. Revolut
announced two important updates to its business outlook during the
year. Firstly, the company received its UK banking licence with
restrictions from the Prudential Regulation Authority, the regulator
responsible for overseeing the UK banking sector, to complete the
build out of their UK banking operations. In August 2024, the
company announced a secondary share sale, providing liquidity for
employees at a $45 billion valuation. With these developments, the
company is well set to continue its impressive growth journey.
Foreign exchange
Over the year, the fair value of investments denominated in
United_States Dollar (USD), were positively impacted by depreciation
in the value of the British Pound Sterling (GBP). Meanwhile, the fair
value of investments denominated in Swiss Franc (CHF) and Euro
(EUR) were negatively impacted by appreciation in the value of the
British Pound Sterling (GBP).
Cash and debt
£31.6m
Cash position and liquid money market funds
As of 31 December 2024, the Company had £31.6 million in cash and
liquid money market funds and £3.1 million in liquid public equity
investments
2
to meet the funding requirements of the existing
portfolio, nalise the remaining buyback programme, fund the initial
return of capital, and meet ongoing operating costs.
After the year end, two acquisitions were announced; Anthos
Therapeutics has agreed to be acquired by Novartis for an upfront
purchase price of $925 million and a potential additional $2.2 billion
of regulatory and sales milestone payments; and Araris Biotech by
Taiho Pharmaceutical for an upfront purchase price of $400 million,
with the potential for additional milestone payments of up to
4 24 - A O I
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1
As at 31 December 2024, the estimated weighted average sales growth over the last-twelve-months for all growth investments valued using a market-based
valuation approach, and excluded Salica Environmental Technologies Fund. Also excludes Bizongo due to a change in accounting methodology and therefore lack of
like for like gures.
2
Excluding BenevolentAI which is fair value priced by the AIFM.
$740_million. The Company’s share of the upfront payments is
approximately $2.8 million and $24.3 million, respectively.
Investment activity
Realisations
With the clear priority set by the Board to successfully deliver the
buyback programme, we continued altering the liquidity mix to
ensure the Company was appropriately positioned. During the year,
we exited positions in certain public holdings with the goal of
reducing volatility in required sources of liquidity, and to position the
portfolio to better align with the renewed focus on private equity. To
this end, the Company realised £39.4 million over the 12-months to
31 December 2024, including fully exiting public equity holdings in
Oxford Nanopore and Immunocore.
Additionally, £4.5 million was received from the sale of Carmot
Therapeutics and the rst milestone payment of £4.5 million was
received following the sale of Kymab.
After the year end, it was announced that Anthos Therapeutics will be
acquired by Novartis. This investment is expected to generate 1.9x
gross MoIC
1
on the upfront payment and up to 3.2x with milestones.
The transaction is due to complete during 2025.
Additionally, the sale of Araris Biotech was also agreed after the
period end. This investment is expected to generate ~8.5x gross MoIC
on the upfront initial payment, and up to 20.2x with near and long-
term milestones. The transaction is due to complete in the rst half
of_2025.
Investments
3
new portfolio companies
added in the past 12-months
While ensuring the Company was able to successfully execute the
buyback programme, we also made three new investments across
our private equity sub-strategies: venture, growth and life sciences.
These are illustrated below.
One new investment per sub-strategy made in 2024
During the year, the company invested £1.3 million into Neurona
Therapeutics (further information provided below), £7.9 million into AI
Company II, a growth stage company that provides high-quality data
curation services for generative AI models and application
developers, and £3.9 million into AI Company III, a venture stage
company developing a proprietary generative AI foundational model
for software development. The actual name of these two AI
companies is not disclosed in order to preserve con dentiality.
Small follow-on investments or capital calls totalling £6.0 million were
made into Memo Therapeutics, iOnctura, Araris Biotech, MMC SPV
and Anthos Therapeutics.
LIFE SCIENCES
LIFE E SCIENCES VENTURE GROWTH
Description n of f
strategy
Focused on biotech h and d life e s s s s cience e
opportunities. .
Either clinical l stage e or with visibility on IND
(max 6 months). Clinical endpoint clearly
defined and financed.
Focused on venture-stage e companies s with h early y
revenues.
Will typically have initial l customers , unproven n
unit t economics s and raising g capital l to o invest t in n
their r product/technology y and d go-to-market t
strategy.
Focused on more mature, , growth-stage e
companies s that t have e achieved d scaled d revenues.
Will typically have established d customers ,
proven n unit t economics s and raising g capital l to o
invest t for r growth.
New w portfolio o
companies s in n
202
AI software
company III 2
AI software
company II 2
4
Neurona Therapeutics
The Company invested $1.6 million (£1.3 million) in US-based, clinical stage cell therapy company. The Company participated in
Neurona’s series E nancing round, which raised $120 million and was co-led by Viking Global Investors and Cormorant Asset
Management, with participation from new and existing investors.
Neurona Therapeutics is a clinical-stage cell therapy company focused on discovering and developing allogeneic neural cell therapies to
treat chronic diseases of the nervous system.
Proceeds from the nancing will be used to advance the company's pipeline of wholly-owned, o]-the-shelf cell therapies for multiple
indications, including its lead investigational candidate, NRTX-1001. NRTX-1001 is being evaluated in an ongoing open-label, single-arm
Phase I/II clinical trial for treatment of drug-resistant mesial temporal lobe epilepsy, with further potential application in Alzheimer’s
disease.
In February 2025, Neurona Therapeutics reported that its lead asset NRTX-1001 has been well tolerated in all 19 initial subjects and
resulted in a 92% reduction in seizures up to 7-12 months post administration. The FDA also agreed to pivotal phase III studies with the
registration endpoint set at a clinically meaningful reduction of seizures at only six months, versus two years as previously anticipated.
10 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
continued
1
Multiple on invested capital.
2
Actual name not disclosed due to con dentiality.
approximately $2.8 million and $24.3 million, respectively.
Investment activity
Realisations
With the clear priority set by the Board to successfully deliver the
buyback programme, we continued altering the liquidity mix to
ensure the Company was appropriately positioned. During the year,
we exited positions in certain public holdings with the goal of
reducing volatility in required sources of liquidity, and to position the
portfolio to better align with the renewed focus on private equity. To
this end, the Company realised £39.4 million over the 12-months to
31 December 2024, including fully exiting public equity holdings in
Oxford Nanopore and Immunocore.
Additionally, £4.5 million was received from the sale of Carmot
Therapeutics and the rst milestone payment of £4.5 million was
received following the sale of Kymab.
After the year end, it was announced that Anthos Therapeutics will be
acquired by Novartis. This investment is expected to generate 1.9x
gross MoIC
1
on the upfront payment and up to 3.2x with milestones.
The transaction is due to complete during 2025.
Additionally, the sale of Araris Biotech was also agreed after the
period end. This investment is expected to generate ~8.5x gross MoIC
on the upfront initial payment, and up to 20.2x with near and long-
term milestones. The transaction is due to complete in the rst half
of_2025.
Investments
3
new portfolio companies
added in the past 12-months
While ensuring the Company was able to successfully execute the
buyback programme, we also made three new investments across
our private equity sub-strategies: venture, growth and life sciences.
These are illustrated below.
One new investment per sub-strategy made in 2024
During the year, the company invested £1.3 million into Neurona
Therapeutics (further information provided below), £7.9 million into AI
Company II, a growth stage company that provides high-quality data
curation services for generative AI models and application
developers, and £3.9 million into AI Company III, a venture stage
company developing a proprietary generative AI foundational model
for software development. The actual name of these two AI
companies is not disclosed in order to preserve con dentiality.
Small follow-on investments or capital calls totalling £6.0 million were
made into Memo Therapeutics, iOnctura, Araris Biotech, MMC SPV
and Anthos Therapeutics.
LIFE SCIENCES
LIFE E SCIENCES VENTURE GROWTH
Description n of f
strategy
Focused on biotech h and d life e s s s s cience e
opportunities. .
Either clinical l stage e or with visibility on IND
(max 6 months). Clinical endpoint clearly
defined and financed.
Focused on venture-stage e companies s with h early y
revenues.
Will typically have initial l customers , unproven n
unit t economics s and raising g capital l to o invest t in n
their r product/technology y and d go-to-market t
strategy.
Focused on more mature, , growth-stage e
companies s that t have e achieved d scaled d revenues.
Will typically have established d customers ,
proven n unit t economics s and raising g capital l to o
invest t for r growth.
New w portfolio o
companies s in n
202
AI software
company III 2
AI software
company II 2
4
Neurona Therapeutics
The Company invested $1.6 million (£1.3 million) in US-based, clinical stage cell therapy company. The Company participated in
Neurona’s series E nancing round, which raised $120 million and was co-led by Viking Global Investors and Cormorant Asset
Management, with participation from new and existing investors.
Neurona Therapeutics is a clinical-stage cell therapy company focused on discovering and developing allogeneic neural cell therapies to
treat chronic diseases of the nervous system.
Proceeds from the nancing will be used to advance the company's pipeline of wholly-owned, o]-the-shelf cell therapies for multiple
indications, including its lead investigational candidate, NRTX-1001. NRTX-1001 is being evaluated in an ongoing open-label, single-arm
Phase I/II clinical trial for treatment of drug-resistant mesial temporal lobe epilepsy, with further potential application in Alzheimer’s
disease.
In February 2025, Neurona Therapeutics reported that its lead asset NRTX-1001 has been well tolerated in all 19 initial subjects and
resulted in a 92% reduction in seizures up to 7-12 months post administration. The FDA also agreed to pivotal phase III studies with the
registration endpoint set at a clinically meaningful reduction of seizures at only six months, versus two years as previously anticipated.
10 Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
continued
1
Multiple on invested capital.
2
Actual name not disclosed due to con dentiality.
Schroders Capital Global Innovation Trust plc
11
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Cash runway analysis
As outlined for the rst time in last years annual report, we have
provided below our assessment of the overall portfolio funding risk.
The table breaks down equity investments over the relevant period by
which portfolio companies are required to raise further capital or risk
failure.
As of 31 December 2024, 56% of equity investments (by value) were
either pro table, fully funded, with no need to raise further capital, or
funded beyond 2027. This also indicates that 24% of equity
investments (by value) will need to raise additional capital during 2025
and 20% during 2026.
It is important to highlight that the change in the funding risk pro le
(as a percentage of total equities) re ects both the changes in the
underlying characteristics of the portfolio, for example a company
transitioning from unpro table to pro table, and the change in the
relative weighting of holdings, which may be impacted by investment
activity and portfolio revaluations.
Expected cash runways for portfolio companies
1 year £24.1m 12.0% £31.6m 24.0%
2 years £43.0m 21.5% £25.9m 19.7%
3 years + £63.6m 31.7% £2.1m 1.6%
Unpro table
(fully funded) £11.8m 5.9% £19.9m 15.1%
Pro table (incl.
milestones) £57.9m 28.9% £52.0m 39.5%
Total equities £200.4m 100% £131.5m 100%
Source: Schroders Capital, 2025. These gures represent forecasts and may not
be realised. % of equity investments as at 31 December 2024.
Outlook
Following shareholders voting in favour of the discontinuation
resolution to provide for the managed wind-down of the Company,
our 2025 strategic focus has changed to undertake a managed
wind-down of the Company and realise all existing assets in the
portfolio in an orderly manner.
We will aim to achieve a balance between returning cash to
shareholders in a timely manner and maximising value. As such, our
focus on generating liquidity from the legacy portfolio during prior
years will now also extend to the entire portfolio (including new
investments). Based on our latest estimates and prevailing market
conditions, other than the exit of Anthos and Araris, we do not expect
additional meaningful realisations to start until the 2026-2027 period
at the earliest. We expect realisations to be achieved via a
combination of trade sales and IPOs. It is important to highlight that
exit events are likely to include an element of deferred consideration,
either due to lock-up provisions for IPOs, or deferred considerations
for trade sales.
Any amounts received during the orderly realisation will be held as
cash on deposit and/or as cash equivalents, prior to returns being
made in cash to shareholders (net of provisions for the Company’s
costs and expenses).
We will not make any new investments except in the following
circumstance: investments may be made to honour commitments
under existing contractual arrangements or, with the Board’s prior
written approval, into any existing investment.
Taking into account the Company’s current cash and existing
commitments, the Board and the Investment Manager anticipate that
the rst return of capital to shareholders will take place in relatively
short order. The Company expects that the initial return of capital will
be approximately £30 million.
Tim Creed and Harry Raikes
Portfolio Managers
27 March 2025
Expected cash
runway
31 December 2023 31 December 2024
Fair % of Fair % of
value equities value equities
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Cash runway analysis
As outlined for the rst time in last years annual report, we have
provided below our assessment of the overall portfolio funding risk.
The table breaks down equity investments over the relevant period by
which portfolio companies are required to raise further capital or risk
failure.
As of 31 December 2024, 56% of equity investments (by value) were
either pro table, fully funded, with no need to raise further capital, or
funded beyond 2027. This also indicates that 24% of equity
investments (by value) will need to raise additional capital during 2025
and 20% during 2026.
It is important to highlight that the change in the funding risk pro le
(as a percentage of total equities) re ects both the changes in the
underlying characteristics of the portfolio, for example a company
transitioning from unpro table to pro table, and the change in the
relative weighting of holdings, which may be impacted by investment
activity and portfolio revaluations.
Expected cash runways for portfolio companies
1 year £24.1m 12.0% £31.6m 24.0%
2 years £43.0m 21.5% £25.9m 19.7%
3 years + £63.6m 31.7% £2.1m 1.6%
Unpro table
(fully funded) £11.8m 5.9% £19.9m 15.1%
Pro table (incl.
milestones) £57.9m 28.9% £52.0m 39.5%
Total equities £200.4m 100% £131.5m 100%
Source: Schroders Capital, 2025. These gures represent forecasts and may not
be realised. % of equity investments as at 31 December 2024.
Outlook
Following shareholders voting in favour of the discontinuation
resolution to provide for the managed wind-down of the Company,
our 2025 strategic focus has changed to undertake a managed
wind-down of the Company and realise all existing assets in the
portfolio in an orderly manner.
We will aim to achieve a balance between returning cash to
shareholders in a timely manner and maximising value. As such, our
focus on generating liquidity from the legacy portfolio during prior
years will now also extend to the entire portfolio (including new
investments). Based on our latest estimates and prevailing market
conditions, other than the exit of Anthos and Araris, we do not expect
additional meaningful realisations to start until the 2026-2027 period
at the earliest. We expect realisations to be achieved via a
combination of trade sales and IPOs. It is important to highlight that
exit events are likely to include an element of deferred consideration,
either due to lock-up provisions for IPOs, or deferred considerations
for trade sales.
Any amounts received during the orderly realisation will be held as
cash on deposit and/or as cash equivalents, prior to returns being
made in cash to shareholders (net of provisions for the Company’s
costs and expenses).
We will not make any new investments except in the following
circumstance: investments may be made to honour commitments
under existing contractual arrangements or, with the Board’s prior
written approval, into any existing investment.
Taking into account the Company’s current cash and existing
commitments, the Board and the Investment Manager anticipate that
the rst return of capital to shareholders will take place in relatively
short order. The Company expects that the initial return of capital will
be approximately £30 million.
Tim Creed and Harry Raikes
Portfolio Managers
27 March 2025
Expected cash
runway
31 December 2023 31 December 2024
Fair % of Fair % of
value equities value equities
12
Schroders Capital Global Innovation Trust plc
Top 10 holdings
The Company’s top ten holdings as of 31 December 2024 compared with the respective holding as of 31 December 2023.
31 December 2023 31 December 2024
Value % of Value % of
Portfolio company Strategy (£’000) NAV (£’000) NAV
Atom Bank Growth 23.1 9.7% 23.1 14.2%
Revolut Growth 7.9 3.6% 14.6 9.0%
Salica ET Fund¹ Growth 10.9 5.0% 8.2 5.0%
Back Market Growth 8.8 4.1% 8.1 5.0%
AI Company II Growth – – 8.0 4.9%
AgroStar Growth 7.3 3.4% 7.9 4.9%
Nexeon Venture 7.0 3.2% 7.8 4.8%
Federated Wireless Venture 6.4 2.9% 5.4 3.3%
Ada Health Growth 9.6 4.4% 4.2 2.6%
Cequr Life sciences 5.0 2.3% 4.1 2.6%
Source: HSBC/Schroders.
¹ Salica Environmental Technologies Fund, previously HP Environment Technologies Fund.
Atom Bank
Leading UK app-only challenger bank
Atom Bank is the UK’s rst bank built exclusively for mobile. It aims to
rede ne what a bank should be, making things easier, more transparent,
and better value. Atom currently o ers savings accounts, mortgages and
business loans.
In June 2024, Atom Bank published its FY24 Annual Report for the
12-month period to March 2024 reporting its rst annual operating
pro t of £27 million (up from £4.2 million in FY23). Key highlights
included:
– Customer numbers increased 2% from 224,000 to 229,000 whilst
maintaining industry leading customer reviews.
– Customer deposits decreased 13.6% from £6.6 billion to
£5.7_billion driven by deposit spreads tightening and resulting in
volumes and surplus liquidity being actively managed down.
– Loans under management increased 23.5% from £3.4 billion to
£4.2 billion.
– Net interest income increased 31% from £76 million to
£100_million as a result of a strong loan book growth.
– Net interest margin, calculated as Net interest income divided by
average total loans for the period over which it was generated,
remained stable at 2.8% during the year.
Revolut
Global neobank and nancial technology company
Revolut is a ntech rm that provides banking and payment services. The
company o ers multi-currency cards and a mobile app that includes
currency exchange, peer-to-peer payment and bank transfer solutions.
It also o ers personal and business banking solutions.
In June 2024, Revolut released its Annual Report for 2023 providing
greater detail on progress in the prior year:
– Number of retail customers increased 45% year-on-year increase
to 38 million at the end of 2023, including a 41% increase in
customers on paid plans.
– Number of monthly transactions increased 73% from 341 million
in 2022 to 590 million in 2023.
– Deposits increased 20% to £15.1 billion.
– Revenue increased 95% from £923 million in 2022 to
£1,798_million in 2023.
– Number of employees increased 35% to 8,000 as of June 2024.
In July, the company received its UK banking licence with restrictions
from the Prudential Regulation Authority, the regulator responsible
for overseeing the UK banking sector, to complete the build out of
their UK banking operations.
In August 2024 the company announced a secondary share sale,
providing liquidity for employees at a $45 billion valuation led by
international institutional investors.
Salica Environmental Technologies Fund
Fund that invests in emerging environmental
technologies
The Salica Environmental Technologies Fund was seeded through the
secondary purchase of a portfolio of seven environmental technology
companies.
During 2024, Bluewater Bio, the largest holding had positive
announcements including:
– Major contract win in Bahrain: secured a £33 million contract to
upgrade the North Sitra wastewater treatment works in Bahrain.
– The company won The Sustainability Award as part of The LDC
Top 50 Most Ambitious Business Leaders programme for 2024,
highlighting their commitment to sustainable practices in
innovation, and was also named as one of Europe’s Long-Term
Growth Champions in the 2024 Financial Times’ inaugural
rankings.
Back Market
Global marketplace for refurbished devices
Back Market is a leading online marketplace dedicated to refurbished
devices. The company’s mission is to make restored devices mainstream.
Back Market works with professional refurbishers to guarantee that every
device has been tested and restored to perfect working condition
according to industry standards.
– In 2024, Back Market introduced several new products, including
refurbished PlayStation consoles and expanded their smart
phone range. Additionally, in collaboration with Bouygues in
France and Visible by Verizon in the US, Back Market o]ered
a]ordable phone plans bundled with refurbished phones.
– Back Market now has over 2,000 professional sellers on the
platform.
Top 10 holdings
The Company’s top ten holdings as of 31 December 2024 compared with the respective holding as of 31 December 2023.
31 December 2023 31 December 2024
Value % of Value % of
Portfolio company Strategy (£’000) NAV (£’000) NAV
Atom Bank Growth 23.1 9.7% 23.1 14.2%
Revolut Growth 7.9 3.6% 14.6 9.0%
Salica ET Fund¹ Growth 10.9 5.0% 8.2 5.0%
Back Market Growth 8.8 4.1% 8.1 5.0%
AI Company II Growth – – 8.0 4.9%
AgroStar Growth 7.3 3.4% 7.9 4.9%
Nexeon Venture 7.0 3.2% 7.8 4.8%
Federated Wireless Venture 6.4 2.9% 5.4 3.3%
Ada Health Growth 9.6 4.4% 4.2 2.6%
Cequr Life sciences 5.0 2.3% 4.1 2.6%
Source: HSBC/Schroders.
¹ Salica Environmental Technologies Fund, previously HP Environment Technologies Fund.
Atom Bank
Leading UK app-only challenger bank
Atom Bank is the UK’s rst bank built exclusively for mobile. It aims to
rede ne what a bank should be, making things easier, more transparent,
and better value. Atom currently o ers savings accounts, mortgages and
business loans.
In June 2024, Atom Bank published its FY24 Annual Report for the
12-month period to March 2024 reporting its rst annual operating
pro t of £27 million (up from £4.2 million in FY23). Key highlights
included:
– Customer numbers increased 2% from 224,000 to 229,000 whilst
maintaining industry leading customer reviews.
– Customer deposits decreased 13.6% from £6.6 billion to
£5.7_billion driven by deposit spreads tightening and resulting in
volumes and surplus liquidity being actively managed down.
– Loans under management increased 23.5% from £3.4 billion to
£4.2 billion.
– Net interest income increased 31% from £76 million to
£100_million as a result of a strong loan book growth.
– Net interest margin, calculated as Net interest income divided by
average total loans for the period over which it was generated,
remained stable at 2.8% during the year.
Revolut
Global neobank and nancial technology company
Revolut is a ntech rm that provides banking and payment services. The
company o ers multi-currency cards and a mobile app that includes
currency exchange, peer-to-peer payment and bank transfer solutions.
It also o ers personal and business banking solutions.
In June 2024, Revolut released its Annual Report for 2023 providing
greater detail on progress in the prior year:
– Number of retail customers increased 45% year-on-year increase
to 38 million at the end of 2023, including a 41% increase in
customers on paid plans.
– Number of monthly transactions increased 73% from 341 million
in 2022 to 590 million in 2023.
– Deposits increased 20% to £15.1 billion.
– Revenue increased 95% from £923 million in 2022 to
£1,798_million in 2023.
– Number of employees increased 35% to 8,000 as of June 2024.
In July, the company received its UK banking licence with restrictions
from the Prudential Regulation Authority, the regulator responsible
for overseeing the UK banking sector, to complete the build out of
their UK banking operations.
In August 2024 the company announced a secondary share sale,
providing liquidity for employees at a $45 billion valuation led by
international institutional investors.
Salica Environmental Technologies Fund
Fund that invests in emerging environmental
technologies
The Salica Environmental Technologies Fund was seeded through the
secondary purchase of a portfolio of seven environmental technology
companies.
During 2024, Bluewater Bio, the largest holding had positive
announcements including:
– Major contract win in Bahrain: secured a £33 million contract to
upgrade the North Sitra wastewater treatment works in Bahrain.
– The company won The Sustainability Award as part of The LDC
Top 50 Most Ambitious Business Leaders programme for 2024,
highlighting their commitment to sustainable practices in
innovation, and was also named as one of Europe’s Long-Term
Growth Champions in the 2024 Financial Times’ inaugural
rankings.
Back Market
Global marketplace for refurbished devices
Back Market is a leading online marketplace dedicated to refurbished
devices. The company’s mission is to make restored devices mainstream.
Back Market works with professional refurbishers to guarantee that every
device has been tested and restored to perfect working condition
according to industry standards.
– In 2024, Back Market introduced several new products, including
refurbished PlayStation consoles and expanded their smart
phone range. Additionally, in collaboration with Bouygues in
France and Visible by Verizon in the US, Back Market o]ered
a]ordable phone plans bundled with refurbished phones.
– Back Market now has over 2,000 professional sellers on the
platform.
Schroders Capital Global Innovation Trust plc
13
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Investment Portfolio
as at 31 December 2024
Portfolio composition
Portfolio by geography* Portfolio by public equity and private equity
% of total equities
1
% of total equities
1
Portfolio by sector Portfolio by strategy/stage
% of total equities
1
% of total equities
1
Source: Schroders. Figures have been rounded to nearest %.
* Based on country of risk.
1
Excluding money market funds
UK U.S.
Switzerland France Germany
India
3%
20%
55%
7%
9%
6%
Private equity Public equity
97%
3%
Health Care Financials Industrials
Technology Consumer Business services
29%
25%
12%
19%
12%
3%
Public equity Growth
Venture Life sciences
57%
3%
24%
16%
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Investment Portfolio
as at 31 December 2024
Portfolio composition
Portfolio by geography* Portfolio by public equity and private equity
% of total equities
1
% of total equities
1
Portfolio by sector Portfolio by strategy/stage
% of total equities
1
% of total equities
1
Source: Schroders. Figures have been rounded to nearest %.
* Based on country of risk.
1
Excluding money market funds
UK U.S.
Switzerland France Germany
India
3%
20%
55%
7%
9%
6%
Private equity Public equity
97%
3%
Health Care Financials Industrials
Technology Consumer Business services
29%
25%
12%
19%
12%
3%
Public equity Growth
Venture Life sciences
57%
3%
24%
16%
14
Schroders Capital Global Innovation Trust plc
Investment Portfolio
as at 31 December 2024
continued
The 20 largest investments account for 94.4% of total investments by value (31 December 2023: 91.1%).
Total
Fair value investments
Holding Quoted/unquoted Strategy Industry sector £’000 %
Equities
Atom Bank 1
Unquoted Growth Financials 23,105 14.3
Revolut LLP 3
Unquoted Growth Financials 14,577 9.0
Salica Environmental Technologies Fund 8
Unquoted Growth Industrials 8,168 5.1
Back Market 2
Unquoted Growth Consumer 8,113 5.0
AI Company II Unquoted Growth Technology 7,984 5.0
AgroStar 4
Unquoted Growth Consumer 7,907 4.9
Nexeon 1
Unquoted Venture Industrials 7,805 4.8
Federated Wireless 1
Unquoted Venture Technology 5,431 3.4
Ada Health Unquoted Growth Health Care 4,248 2.7
Cequr 1
Unquoted Life sciences Health Care 4,163 2.6
Securiti Unquoted Venture Technology 3,992 2.5
AI Company III Unquoted Venture Technology 3,992 2.5
Genomics 1
Unquoted Venture Health Care 3,738 2.3
Anthos Therapeutics Unquoted Life sciences Health Care 3,612 2.2
MMC SPV 3 LP 7
Unquoted Venture Technology 3,320 2.1
Autolus Therapeutics
1
Quoted Public Health Care 3,125 1.9
Araris Biotech Unquoted Life sciences Health Care 3,071 1.9
iOnctura Unquoted Life sciences Health Care 3,014 1.9
Attest Technologies Unquoted Venture Business Services 3,009 1.9
Epsilogen Unquoted Life sciences Health Care 2,022 1.3
Kymab 1
Unquoted Life sciences Health Care 1,867 1.2
Memo Therapeutics Unquoted Life sciences Health Care 1,281 0.8
Neurona Therapeutics Unquoted Life sciences Health Care 1,278 0.7
BenevolentAl 1,6
Quoted Public Health Care 902 0.6
Bizongo 5
Unquoted Growth Business Services 639 0.3
A2 Biotherapeutics Unquoted Life sciences Health Care 510 0.3
Industrial Heat 1
Unquoted Venture Industrials 487 0.3
Econic 1
Unquoted Venture Industrials 102 0.1
AMO Pharma 1
Unquoted Life sciences Health Care – –
Reaction Engines 1
Unquoted Venture Industrials – –
Novabiotics 1
Unquoted Life sciences Health Care – –
OcuTerra 1
Unquoted Life sciences Health Care – –
Carmot Therapeutics Unquoted Life sciences Health Care – –
Freevolt 1
Unquoted Venture Technology – –
Just Benchmarks 1
Unquoted Venture Financials – –
Ma c 1
Unquoted Venture Industrials – –
Metaboards 1
Unquoted Venture Technology – –
Evofem Biosciences 1
Unquoted Life sciences Health Care – –
Bodle Technologies 1
Unquoted Venture Technology – –
Rutherford Health 1
Unquoted Venture Health Care – –
Lignia Wood 1
Unquoted Venture Industrials – –
Investment Portfolio
as at 31 December 2024
continued
The 20 largest investments account for 94.4% of total investments by value (31 December 2023: 91.1%).
Total
Fair value investments
Holding Quoted/unquoted Strategy Industry sector £’000 %
Equities
Atom Bank 1
Unquoted Growth Financials 23,105 14.3
Revolut LLP 3
Unquoted Growth Financials 14,577 9.0
Salica Environmental Technologies Fund 8
Unquoted Growth Industrials 8,168 5.1
Back Market 2
Unquoted Growth Consumer 8,113 5.0
AI Company II Unquoted Growth Technology 7,984 5.0
AgroStar 4
Unquoted Growth Consumer 7,907 4.9
Nexeon 1
Unquoted Venture Industrials 7,805 4.8
Federated Wireless 1
Unquoted Venture Technology 5,431 3.4
Ada Health Unquoted Growth Health Care 4,248 2.7
Cequr 1
Unquoted Life sciences Health Care 4,163 2.6
Securiti Unquoted Venture Technology 3,992 2.5
AI Company III Unquoted Venture Technology 3,992 2.5
Genomics 1
Unquoted Venture Health Care 3,738 2.3
Anthos Therapeutics Unquoted Life sciences Health Care 3,612 2.2
MMC SPV 3 LP 7
Unquoted Venture Technology 3,320 2.1
Autolus Therapeutics
1
Quoted Public Health Care 3,125 1.9
Araris Biotech Unquoted Life sciences Health Care 3,071 1.9
iOnctura Unquoted Life sciences Health Care 3,014 1.9
Attest Technologies Unquoted Venture Business Services 3,009 1.9
Epsilogen Unquoted Life sciences Health Care 2,022 1.3
Kymab 1
Unquoted Life sciences Health Care 1,867 1.2
Memo Therapeutics Unquoted Life sciences Health Care 1,281 0.8
Neurona Therapeutics Unquoted Life sciences Health Care 1,278 0.7
BenevolentAl 1,6
Quoted Public Health Care 902 0.6
Bizongo 5
Unquoted Growth Business Services 639 0.3
A2 Biotherapeutics Unquoted Life sciences Health Care 510 0.3
Industrial Heat 1
Unquoted Venture Industrials 487 0.3
Econic 1
Unquoted Venture Industrials 102 0.1
AMO Pharma 1
Unquoted Life sciences Health Care – –
Reaction Engines 1
Unquoted Venture Industrials – –
Novabiotics 1
Unquoted Life sciences Health Care – –
OcuTerra 1
Unquoted Life sciences Health Care – –
Carmot Therapeutics Unquoted Life sciences Health Care – –
Freevolt 1
Unquoted Venture Technology – –
Just Benchmarks 1
Unquoted Venture Financials – –
Ma c 1
Unquoted Venture Industrials – –
Metaboards 1
Unquoted Venture Technology – –
Evofem Biosciences 1
Unquoted Life sciences Health Care – –
Bodle Technologies 1
Unquoted Venture Technology – –
Rutherford Health 1
Unquoted Venture Health Care – –
Lignia Wood 1
Unquoted Venture Industrials – –
Schroders Capital Global Innovation Trust plc
15
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Total
Fair value investments
Holding Quoted/unquoted Strategy Industry sector £’000 %
Oxsybio
1
Unquoted Life sciences Health Care – –
Spin Memory
1
Unquoted Venture Technology – –
Kind Consumer
1
Unquoted Venture Consumer Staples – –
Total equities 131,462 81.6
Money market funds
Schroder Special Situations – Sterling
Liquidity Plus Fund Cash Collectives 29,635 18.4
Total money market funds 29,635 18.4
Total investments
9
161,097 100.0
1
Assets inherited from the previous Investment Manager.
2
Back Market is held via the Company’s holding in Sprints Capital Ellison LP, a single asset fund.
3
Revolut is held via the Company’s holding in Target Global Selected Opportunities, LLC – Series Space, a single asset fund.
4
AgroStar is held via the Company’s holding in Schroders Capital Private Equity Asia Mauri VIII Ltd, a single asset fund.
5
Bizongo is held via the Company’s holding in Schroders Capital Private Equity Asia Maurit V Ltd, a single asset fund.
6
BenevolentAI is quoted, but the market is inactive. Thus its valuation has been determined in accordance with the process followed for unquoted assets.
7
MMC SPV 3 LP is a single asset fund that holds an AI software company.
8
Previously HP Environmental Technologies Fund.
9
Total investments comprise:
£’000 %
Unquoted 127,435 79.1
Listed on the London Stock Exchange 4,027 2.5
Collective investment scheme 29,635 18.4
Total 161,097 100.0
Additional details of unquoted, including investments quoted in inactive markets, in the
top 10 holdings
Pre-tax profit/ Net assets/
Turnover for the losses for the (liabilities) at
latest audited latest audited the latest
Cost Fair value financial year financial year audited balance
Holding Description of business £’000 £’000 £’000 £’000 sheet date £’000
Atom Bank Leading UK app-only challenger bank 75,165 23,105 443,000 6,700 402,400
Revolut LLP Provides a digital banking solution 9,849 14,577 1,797,890 437,828 1,560,486
Salica Environmental Portfolio of venture and growth stage 3,369 8,168 N/P 2
N/P 2
N/P
2
Technologies Fund
1
industrial companies
Back Market Online marketplace for refurbished devices 10,032 8,113 N/P 2
N/P 2
N/P
2
AI Company II 2
Provider of high-quality data curation services 7,871 7,984 N/P
2
N/P 2
N/P
2
for generative AI models and application developers
AgroStar Manufactures and distributes organic fertilisers 6,581 7,907 N/P 2
N/P 2
N/P
2
Nexeon Develops silicon materials for battery applications 4,944 7,805 N/P 2
N/P 2
N/P
2
Federated Wireless Telecommunications company specialising in 12,587 5,431 N/P 2
N/P 2
N/P
2
shared spectrum technology
Ada Health Develops an arti cial intelligence powered 10,028 4,248 N/P 2
N/P 2
N/P
2
personal health guide
Cequr Developer of insulin delivery solution 17,421 4,163 N/P 2
N/P 2
N/P
2
1
Previously HP Environmental Technologies Fund.
2
Information not publicly disclosed.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Total
Fair value investments
Holding Quoted/unquoted Strategy Industry sector £’000 %
Oxsybio
1
Unquoted Life sciences Health Care – –
Spin Memory
1
Unquoted Venture Technology – –
Kind Consumer
1
Unquoted Venture Consumer Staples – –
Total equities 131,462 81.6
Money market funds
Schroder Special Situations – Sterling
Liquidity Plus Fund Cash Collectives 29,635 18.4
Total money market funds 29,635 18.4
Total investments
9
161,097 100.0
1
Assets inherited from the previous Investment Manager.
2
Back Market is held via the Company’s holding in Sprints Capital Ellison LP, a single asset fund.
3
Revolut is held via the Company’s holding in Target Global Selected Opportunities, LLC – Series Space, a single asset fund.
4
AgroStar is held via the Company’s holding in Schroders Capital Private Equity Asia Mauri VIII Ltd, a single asset fund.
5
Bizongo is held via the Company’s holding in Schroders Capital Private Equity Asia Maurit V Ltd, a single asset fund.
6
BenevolentAI is quoted, but the market is inactive. Thus its valuation has been determined in accordance with the process followed for unquoted assets.
7
MMC SPV 3 LP is a single asset fund that holds an AI software company.
8
Previously HP Environmental Technologies Fund.
9
Total investments comprise:
£’000 %
Unquoted 127,435 79.1
Listed on the London Stock Exchange 4,027 2.5
Collective investment scheme 29,635 18.4
Total 161,097 100.0
Additional details of unquoted, including investments quoted in inactive markets, in the
top 10 holdings
Pre-tax profit/ Net assets/
Turnover for the losses for the (liabilities) at
latest audited latest audited the latest
Cost Fair value financial year financial year audited balance
Holding Description of business £’000 £’000 £’000 £’000 sheet date £’000
Atom Bank Leading UK app-only challenger bank 75,165 23,105 443,000 6,700 402,400
Revolut LLP Provides a digital banking solution 9,849 14,577 1,797,890 437,828 1,560,486
Salica Environmental Portfolio of venture and growth stage 3,369 8,168 N/P 2
N/P 2
N/P
2
Technologies Fund
1
industrial companies
Back Market Online marketplace for refurbished devices 10,032 8,113 N/P 2
N/P 2
N/P
2
AI Company II 2
Provider of high-quality data curation services 7,871 7,984 N/P
2
N/P 2
N/P
2
for generative AI models and application developers
AgroStar Manufactures and distributes organic fertilisers 6,581 7,907 N/P 2
N/P 2
N/P
2
Nexeon Develops silicon materials for battery applications 4,944 7,805 N/P 2
N/P 2
N/P
2
Federated Wireless Telecommunications company specialising in 12,587 5,431 N/P 2
N/P 2
N/P
2
shared spectrum technology
Ada Health Develops an arti cial intelligence powered 10,028 4,248 N/P 2
N/P 2
N/P
2
personal health guide
Cequr Developer of insulin delivery solution 17,421 4,163 N/P 2
N/P 2
N/P
2
1
Previously HP Environmental Technologies Fund.
2
Information not publicly disclosed.
16
Schroders Capital Global Innovation Trust plc
Long Term Financial Record
At 31 December 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Shareholders’ funds (£’000) 805,264 771,093 755,295 807,200 449,429 318,069 436,871 257,922 217,064 162,445
NAV per share (pence) 97.37 93.24 91.33 97.61 49.46 35.00 48.08 28.52 25.32 19.94
Share price (pence) 101.00 91.00 84.45 82.10 38.35 31.00 33.10 15.47 14.65 11.00
Share price (premium)/discount
to NAV per share (%) 1
(3.7) 2.4 7.5 15.9 22.5 11.4 31.2 45.8 42.1 44.8
(Net cash)/gearing (%) 1
(1.5) 9.7 19.8 18.6 24.6 31.6 0.7 (6.3) (1.3) (1.2)
For the year ended 31 December 2015
2
2016 2017 2018 2019 2020 2021 2022 2023 2024
Net revenue return/(loss) after
taxation (£’000) 1,538 (711) (3,441) (3,847) (5,956) (5,072) (5,315) (3,051) (1,825) (2,049)
Revenue return/(loss) per
share (pence) 0.25 (0.09) (0.42) (0.47) (0.67) (0.56) (0.58) (0.34) (0.20) (0.25)
Dividend per share (pence) 0.16 – – – – – – – – –
Ongoing charges (%)
1
0.10 0.20 0.18 0.17 0.43 0.74 1.21 0.98 1.08 1.23
1
Alternative Performance Measures. Further details can be found on pages 78 and 79.
2
Represents the period from 21 April 2015 (the date on which the Company began investing) to 31 December 2015.
NAV per share, share price total return versus FTSE All-Share Index total return for the
period from 21 April 2015 (launch date) to 31 December 2024
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 21 April 2015.
0
20
40
60
80
100
120
140
160
180
31-Dec-24 31-Dec-23 31-Dec-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 21-Apr-15
NAV FTSE All-Share Index Share price
Long Term Financial Record
At 31 December 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Shareholders’ funds (£’000) 805,264 771,093 755,295 807,200 449,429 318,069 436,871 257,922 217,064 162,445
NAV per share (pence) 97.37 93.24 91.33 97.61 49.46 35.00 48.08 28.52 25.32 19.94
Share price (pence) 101.00 91.00 84.45 82.10 38.35 31.00 33.10 15.47 14.65 11.00
Share price (premium)/discount
to NAV per share (%) 1
(3.7) 2.4 7.5 15.9 22.5 11.4 31.2 45.8 42.1 44.8
(Net cash)/gearing (%) 1
(1.5) 9.7 19.8 18.6 24.6 31.6 0.7 (6.3) (1.3) (1.2)
For the year ended 31 December 2015
2
2016 2017 2018 2019 2020 2021 2022 2023 2024
Net revenue return/(loss) after
taxation (£’000) 1,538 (711) (3,441) (3,847) (5,956) (5,072) (5,315) (3,051) (1,825) (2,049)
Revenue return/(loss) per
share (pence) 0.25 (0.09) (0.42) (0.47) (0.67) (0.56) (0.58) (0.34) (0.20) (0.25)
Dividend per share (pence) 0.16 – – – – – – – – –
Ongoing charges (%)
1
0.10 0.20 0.18 0.17 0.43 0.74 1.21 0.98 1.08 1.23
1
Alternative Performance Measures. Further details can be found on pages 78 and 79.
2
Represents the period from 21 April 2015 (the date on which the Company began investing) to 31 December 2015.
NAV per share, share price total return versus FTSE All-Share Index total return for the
period from 21 April 2015 (launch date) to 31 December 2024
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 21 April 2015.
0
20
40
60
80
100
120
140
160
180
31-Dec-24 31-Dec-23 31-Dec-22 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 21-Apr-15
NAV FTSE All-Share Index Share price
Approach and process
Since the General Meeting on 27 February 2025, the Company’s investment objective has been to undertake a managed wind-down of the
Company and realise all existing assets in the Company’s portfolio in an orderly manner.
Principles of an ‘orderly managed wind down’
The Company’s private equity investments are, by their nature, very illiquid assets with no active secondary market for the majority of the
portfolio. As such, seeking out quick exit opportunities may be value destructive. To maximise returns, it is expected that the Company will
follow the natural life cycle of the investments and exit during future liquidity events. In the meantime, the Investment Team will continue to
engage with each underlying portfolio company, and/or with our investment partners for co-investments, on a regular basis.
The revised investment objective and policy includes the restriction that, aside from honouring any contractual arrangements, the Board’s
prior written approval is required for any follow-on investments.
Approval may typically be given where required to preserve the value of existing investments. This is particularly relevant for life science
holdings, whereby existing shareholders who do not meet participation thresholds often face punitive terms.
In venture capital deals, a pay-to-play provision is a common clause included in nancing agreements that requires existing investors to
participate in future funding rounds to maintain their rights and privilege. If investors choose not to participate in these future rounds, they
may lose certain rights, such as anti-dilution protections, or have their preferred stock converted to common stock. Therefore in these
situations we may seek Board approval for further investment if we believe it is necessary to retain and maximise value.
Monitoring
The Investment Manager has established account management responsibilities for all investments in the portfolio. This includes the
Company’s core investment team (listed below) and more broadly across the Schroders Capital investment management team.
Account managers are responsible for monitoring performance development and further equity requirements. Post investment monitoring
is underpinned by strong information and monitoring rights. The Investment Manager secures access to management and management
reports, and observer board seats whenever possible.
Progress is reviewed on a quarterly basis and discussed with the lead GP or management team during one-to-one meetings, calls, AGMs and
advisory boards. Key metrics tracked include revenue, gross margin, earnings, net cash ow, enterprise value, valuation multiple, net debt,
equity value as well as qualitative information and overall investment development. The results are used to forecast exit valuations and
aggregated to produce up-to-date portfolio performance expectations.
Post Stewardship also involves active value creation. The Investment Manager uses its global network to add value to investments when
possible. This includes introductions to potential new customers, new suppliers, GPs in other geographies with similar portfolio companies,
and potential buyers for the companies.
Furthermore, the Investment Manager has a keen focus on risk management, which forms an integral part of the investment process. The
Investment Manager has a particular focus on the nancing needs of the privately held companies, the liquidity pro le of the publicly listed
holdings, as well as stock and sector concentrations. The investment management process is monitored by the Private Equity Risk and
Performance Committee, which meets quarterly to discuss portfolio monitoring and key risks. This committee comprises Schroders Capital’s
Head of Investment Risk & Monitoring, Schroders’ Head of Financial Risk Management, Schroders’ Head of Investment Risk for PE & ILS,
Schroders’ Head of Product Governance and Schroders Capital’s Head of Product Management. The portfolio management team is expected
to provide the committee with explanations for current risk exposures, describe any future intended state and the pathway to transition,
outline current and future liquidity status, as well as discuss portfolio holding rationales.
M Maximiseexit value
– Focus on maintaining or increasing
the value of the portfolio and
deemphasise quick, value destructive
exit options (e.g. heavily discounted
portfolio secondaries)
Support (not force) exit events
– Focus on exits that align with planned
company events (e.g. trade sales
or IPOs)
Prudent reserving
– Establish a cash management plan
that balances the desire for timely
distributions with ensuring liquidity is
available to support the portfolio,
meet ongoing operating costs and
address unforeseen circumstances
Schroders Capital Global Innovation Trust plc 17
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Investment Approach and Process
Since the General Meeting on 27 February 2025, the Company’s investment objective has been to undertake a managed wind-down of the
Company and realise all existing assets in the Company’s portfolio in an orderly manner.
Principles of an ‘orderly managed wind down’
The Company’s private equity investments are, by their nature, very illiquid assets with no active secondary market for the majority of the
portfolio. As such, seeking out quick exit opportunities may be value destructive. To maximise returns, it is expected that the Company will
follow the natural life cycle of the investments and exit during future liquidity events. In the meantime, the Investment Team will continue to
engage with each underlying portfolio company, and/or with our investment partners for co-investments, on a regular basis.
The revised investment objective and policy includes the restriction that, aside from honouring any contractual arrangements, the Board’s
prior written approval is required for any follow-on investments.
Approval may typically be given where required to preserve the value of existing investments. This is particularly relevant for life science
holdings, whereby existing shareholders who do not meet participation thresholds often face punitive terms.
In venture capital deals, a pay-to-play provision is a common clause included in nancing agreements that requires existing investors to
participate in future funding rounds to maintain their rights and privilege. If investors choose not to participate in these future rounds, they
may lose certain rights, such as anti-dilution protections, or have their preferred stock converted to common stock. Therefore in these
situations we may seek Board approval for further investment if we believe it is necessary to retain and maximise value.
Monitoring
The Investment Manager has established account management responsibilities for all investments in the portfolio. This includes the
Company’s core investment team (listed below) and more broadly across the Schroders Capital investment management team.
Account managers are responsible for monitoring performance development and further equity requirements. Post investment monitoring
is underpinned by strong information and monitoring rights. The Investment Manager secures access to management and management
reports, and observer board seats whenever possible.
Progress is reviewed on a quarterly basis and discussed with the lead GP or management team during one-to-one meetings, calls, AGMs and
advisory boards. Key metrics tracked include revenue, gross margin, earnings, net cash ow, enterprise value, valuation multiple, net debt,
equity value as well as qualitative information and overall investment development. The results are used to forecast exit valuations and
aggregated to produce up-to-date portfolio performance expectations.
Post Stewardship also involves active value creation. The Investment Manager uses its global network to add value to investments when
possible. This includes introductions to potential new customers, new suppliers, GPs in other geographies with similar portfolio companies,
and potential buyers for the companies.
Furthermore, the Investment Manager has a keen focus on risk management, which forms an integral part of the investment process. The
Investment Manager has a particular focus on the nancing needs of the privately held companies, the liquidity pro le of the publicly listed
holdings, as well as stock and sector concentrations. The investment management process is monitored by the Private Equity Risk and
Performance Committee, which meets quarterly to discuss portfolio monitoring and key risks. This committee comprises Schroders Capital’s
Head of Investment Risk & Monitoring, Schroders’ Head of Financial Risk Management, Schroders’ Head of Investment Risk for PE & ILS,
Schroders’ Head of Product Governance and Schroders Capital’s Head of Product Management. The portfolio management team is expected
to provide the committee with explanations for current risk exposures, describe any future intended state and the pathway to transition,
outline current and future liquidity status, as well as discuss portfolio holding rationales.
M Maximiseexit value
– Focus on maintaining or increasing
the value of the portfolio and
deemphasise quick, value destructive
exit options (e.g. heavily discounted
portfolio secondaries)
Support (not force) exit events
– Focus on exits that align with planned
company events (e.g. trade sales
or IPOs)
Prudent reserving
– Establish a cash management plan
that balances the desire for timely
distributions with ensuring liquidity is
available to support the portfolio,
meet ongoing operating costs and
address unforeseen circumstances
Schroders Capital Global Innovation Trust plc 17
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Investment Approach and Process
18
Schroders Capital Global Innovation Trust plc
Team, investment partners and engagement
Team
Schroders Capital’s private equity business comprises over 190 professionals and has been managing private equity on behalf of investors
globally since 1997. They are responsible for managing circa $21 billion of assets (as at 31 December 2024) providing investors with access
to a_broad range of private equity, including venture capital, growth and buyout investment opportunities, across a number of investment
programs, including a successful, long-standing Global Innovation program.
The Company’s core investment team consists of six investment professionals, shown below. This core team draws on the extensive
capabilities of the Schroders organisation more broadly.
Tim Creed Harry Raikes
Lead Portfolio Manager Co-Portfolio Manager
Erwin Boos Paul Lamacraft Vahit Alili Chad Brokopp
Senior Investment Director Senior Investment Director Senior Investment Director Investment Manager
Investment Approach and Process
continued
Team, investment partners and engagement
Team
Schroders Capital’s private equity business comprises over 190 professionals and has been managing private equity on behalf of investors
globally since 1997. They are responsible for managing circa $21 billion of assets (as at 31 December 2024) providing investors with access
to a_broad range of private equity, including venture capital, growth and buyout investment opportunities, across a number of investment
programs, including a successful, long-standing Global Innovation program.
The Company’s core investment team consists of six investment professionals, shown below. This core team draws on the extensive
capabilities of the Schroders organisation more broadly.
Tim Creed Harry Raikes
Lead Portfolio Manager Co-Portfolio Manager
Erwin Boos Paul Lamacraft Vahit Alili Chad Brokopp
Senior Investment Director Senior Investment Director Senior Investment Director Investment Manager
Investment Approach and Process
continued
Investment partners
Schroders Capital private equity team partners with some of the leading private equity and VC rms globally to bring hard-to-access
investments in innovative companies to its investors. With over 400 general partner relationships globally, it has formed deep partnerships
with leading established and emerging managers. Below are some of the leading rms who have invested alongside us with investments for
the Company.
Engagement
The team engage with each of the Company’s underlying portfolio companies, and/or with our investment partners for co-investments, on
a_regular basis. However, the frequency and depth of this engagement typically depends on a range of factors including shareholder rights,
size of the position, risk pro le, value creation potential and strength of the shareholder syndicate. As an example, for several private
companies in the top 20 holdings where the Company’s rights allow, the team will attend the company board meetings as an observer on
the board. These meetings serve as an essential source of information about the progress of the business, but also present an opportune
moment to support strategic planning and engage with the management team, board members and co-investors on sustainability-related
topics. The below table o]ers an overview of the board rights/source of primary engagement across the Company’s top 10 holdings.
Portfolio company Board rights/primary engagement
Atom Bank No rights
Revolut Co-investment – primary engagement through several managers
where Schroders Capital has look-through exposure
Salica Environmental Technologies Fund
1
Limited Partner Advisory (LPAC) member
Back Market Co-investment – primary engagement through Sprints Capital
AI Company II Information rights only
AgroStar Right to appoint Board member (no appointment made currently)
Nexeon Information Rights but no Board observer rights
Federated Wireless Information rights only
Ada Health Board observer
CeQur Information rights only
1
Previously HP Environmental Technologies Fund.
Schroders Capital Global Innovation Trust plc 19
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Schroders Capital private equity team partners with some of the leading private equity and VC rms globally to bring hard-to-access
investments in innovative companies to its investors. With over 400 general partner relationships globally, it has formed deep partnerships
with leading established and emerging managers. Below are some of the leading rms who have invested alongside us with investments for
the Company.
Engagement
The team engage with each of the Company’s underlying portfolio companies, and/or with our investment partners for co-investments, on
a_regular basis. However, the frequency and depth of this engagement typically depends on a range of factors including shareholder rights,
size of the position, risk pro le, value creation potential and strength of the shareholder syndicate. As an example, for several private
companies in the top 20 holdings where the Company’s rights allow, the team will attend the company board meetings as an observer on
the board. These meetings serve as an essential source of information about the progress of the business, but also present an opportune
moment to support strategic planning and engage with the management team, board members and co-investors on sustainability-related
topics. The below table o]ers an overview of the board rights/source of primary engagement across the Company’s top 10 holdings.
Portfolio company Board rights/primary engagement
Atom Bank No rights
Revolut Co-investment – primary engagement through several managers
where Schroders Capital has look-through exposure
Salica Environmental Technologies Fund
1
Limited Partner Advisory (LPAC) member
Back Market Co-investment – primary engagement through Sprints Capital
AI Company II Information rights only
AgroStar Right to appoint Board member (no appointment made currently)
Nexeon Information Rights but no Board observer rights
Federated Wireless Information rights only
Ada Health Board observer
CeQur Information rights only
1
Previously HP Environmental Technologies Fund.
Schroders Capital Global Innovation Trust plc 19
Introduction Strategic Report Governance Financial Other Information (Unaudited)
20
Schroders Capital Global Innovation Trust plc
The Company’s AIFM, Schroder Unit Trusts Limited, conducts valuations for the portfolio holdings on a quarterly basis. Investments that are
quoted on an exchange are typically valued using closing bid prices. If there has been no material trading in an investment, it will be valued
using the process for unquoted investments, described below.
Investments in shares that are not quoted on any stock exchange (unquoted investments) represent a signi cant part of the Company’s
portfolio and may include common stock, preferred stock, warrants and other option-like instruments. Those investments are carried at their
estimated fair values, consistent with the UK accounting convention FRS 102 and the recommendations on best practices of the International
Private Equity and Venture Capital (IPEV) guidelines issued in December 2022. The following factors will be considered in determining the fair
value of an unquoted asset:
(i) Investments which are not traded in an active market are valued using the price of a recent investment, where there are no factors
observed to suggest a material change in fair value.
(ii) Where (i) is no longer considered appropriate, investments are valued at the price used in a material arm’s length transaction by an
independent third party, and where there is no impact on the rights of existing shareholders.
(iii) In the absence of (ii), one of the following methods may be used:
a. Revenue, Gross Pro t or EBITDA multiples, based on listed investments and private market transactions in the relevant sector, adjusted
for di]erences such as lack of marketability, size and growth pro le.
b. Recent transaction prices adjusted for the company’s performance against key milestones and the complexity of the capital structure.
c. Probability-weighted expected return scenarios, discounted at a risk-adjusted rate of return.
d. Discounted cash ows analyses based on estimate future cash ows with an appropriate discount rate.
e. Option price modelling.
(iv) Investments in funds (which is invariably comprised of unquoted investments) are valued using the NAV per unit with an appropriate
discount or premium applied to arrive at a unit price.
Private equity valuation governance framework
The Company’s AIFM maintains and applies e]ective organisational and administrative arrangements with a view to taking all reasonable
steps designed to identify, prevent, manage and monitor con icts of interests in relation to the unquoted valuation process. The Schroders
Capital valuation process and governance structure is intended to ensure independence, accountability and segregation of duties in the
oversight functions. The Private Equity in-house valuation team resides in the Fund Operations and Services Department and is separate
from the investment function. It performs valuations using widely-accepted valuation methodologies and may be supported by an external
valuation agent.
The Private Equity Valuation Working Group (VWG) is responsible for the identi cation and valuation of all private asset investments within its
scope and consists of the Private Equity COO as the chairman and other senior personnel including representation from risk and
compliance.
Key valuation observations are summarized in a valuation memorandum that includes:
U Appropriateness of valuation technique and key assumptions used;
U Results of alternative valuation techniques (if available);
U Reasonableness of signi cant valuation movements since the last valuation; and
U Impact of timing di]erences due to the availability of information.
Schroders Private Assets Pricing Committee (PAPC) is responsible for oversight and challenge for investment valuations across Schroders
Capital’s Private Assets. The PAPC must approve valuation methodologies for each VWG on at least an annual basis and the PAPC must
approve fair valuation decisions that are escalated by the VWG.
Fair value application
The determination of fair value involves key assumptions dependent upon the valuation techniques used. The AIFM applies the following
valuation methodologies on a consistent basis, which are all aligned to the best practices set out in the IPEV guidelines. Valuation estimates
rely on the information and assumptions as those were known or knowable at the measurement date and require a varying degree of
judgment taking into consideration internal and external factors.
The AIFM has set out a framework that prioritizes the use of observable inputs wherever possible. Inputs to the valuation generally refer to
the assumptions that market participants would use to make valuation decisions, including assumptions about risk. The AIFM may further
utilize an external valuer to support in forming an appropriate valuation range for certain investment.
The selection of valuation techniques is a]ected by the availability of relevant inputs and the relative reliability of these inputs. Due to the
nature of the investments and the inherent uncertainty in the fair value estimation, the AIFM will at times consider that one valuation
approach may be appropriate for an investment and in other cases evaluate and weigh the results of multiple valuation techniques to
develop a range of possible values, with the fair value based on the AIFM’s assessment of the most appropriate point within this range.
In the quarter immediately following the purchase transaction of an investment, where the price of the investment is deemed to be the best
re ection of fair value, a calibration analysis will be created to arrive at an appropriate starting basis for future valuation cycles. The
di]erence between the initial valuation and the transaction price is assessed as the calibrated di]erence, and the factors driving the
di]erence are analysed. This analysis is then revisited during subsequent valuations, which may drive fair value changes.
Valuation Approach and Process
The Company’s AIFM, Schroder Unit Trusts Limited, conducts valuations for the portfolio holdings on a quarterly basis. Investments that are
quoted on an exchange are typically valued using closing bid prices. If there has been no material trading in an investment, it will be valued
using the process for unquoted investments, described below.
Investments in shares that are not quoted on any stock exchange (unquoted investments) represent a signi cant part of the Company’s
portfolio and may include common stock, preferred stock, warrants and other option-like instruments. Those investments are carried at their
estimated fair values, consistent with the UK accounting convention FRS 102 and the recommendations on best practices of the International
Private Equity and Venture Capital (IPEV) guidelines issued in December 2022. The following factors will be considered in determining the fair
value of an unquoted asset:
(i) Investments which are not traded in an active market are valued using the price of a recent investment, where there are no factors
observed to suggest a material change in fair value.
(ii) Where (i) is no longer considered appropriate, investments are valued at the price used in a material arm’s length transaction by an
independent third party, and where there is no impact on the rights of existing shareholders.
(iii) In the absence of (ii), one of the following methods may be used:
a. Revenue, Gross Pro t or EBITDA multiples, based on listed investments and private market transactions in the relevant sector, adjusted
for di]erences such as lack of marketability, size and growth pro le.
b. Recent transaction prices adjusted for the company’s performance against key milestones and the complexity of the capital structure.
c. Probability-weighted expected return scenarios, discounted at a risk-adjusted rate of return.
d. Discounted cash ows analyses based on estimate future cash ows with an appropriate discount rate.
e. Option price modelling.
(iv) Investments in funds (which is invariably comprised of unquoted investments) are valued using the NAV per unit with an appropriate
discount or premium applied to arrive at a unit price.
Private equity valuation governance framework
The Company’s AIFM maintains and applies e]ective organisational and administrative arrangements with a view to taking all reasonable
steps designed to identify, prevent, manage and monitor con icts of interests in relation to the unquoted valuation process. The Schroders
Capital valuation process and governance structure is intended to ensure independence, accountability and segregation of duties in the
oversight functions. The Private Equity in-house valuation team resides in the Fund Operations and Services Department and is separate
from the investment function. It performs valuations using widely-accepted valuation methodologies and may be supported by an external
valuation agent.
The Private Equity Valuation Working Group (VWG) is responsible for the identi cation and valuation of all private asset investments within its
scope and consists of the Private Equity COO as the chairman and other senior personnel including representation from risk and
compliance.
Key valuation observations are summarized in a valuation memorandum that includes:
U Appropriateness of valuation technique and key assumptions used;
U Results of alternative valuation techniques (if available);
U Reasonableness of signi cant valuation movements since the last valuation; and
U Impact of timing di]erences due to the availability of information.
Schroders Private Assets Pricing Committee (PAPC) is responsible for oversight and challenge for investment valuations across Schroders
Capital’s Private Assets. The PAPC must approve valuation methodologies for each VWG on at least an annual basis and the PAPC must
approve fair valuation decisions that are escalated by the VWG.
Fair value application
The determination of fair value involves key assumptions dependent upon the valuation techniques used. The AIFM applies the following
valuation methodologies on a consistent basis, which are all aligned to the best practices set out in the IPEV guidelines. Valuation estimates
rely on the information and assumptions as those were known or knowable at the measurement date and require a varying degree of
judgment taking into consideration internal and external factors.
The AIFM has set out a framework that prioritizes the use of observable inputs wherever possible. Inputs to the valuation generally refer to
the assumptions that market participants would use to make valuation decisions, including assumptions about risk. The AIFM may further
utilize an external valuer to support in forming an appropriate valuation range for certain investment.
The selection of valuation techniques is a]ected by the availability of relevant inputs and the relative reliability of these inputs. Due to the
nature of the investments and the inherent uncertainty in the fair value estimation, the AIFM will at times consider that one valuation
approach may be appropriate for an investment and in other cases evaluate and weigh the results of multiple valuation techniques to
develop a range of possible values, with the fair value based on the AIFM’s assessment of the most appropriate point within this range.
In the quarter immediately following the purchase transaction of an investment, where the price of the investment is deemed to be the best
re ection of fair value, a calibration analysis will be created to arrive at an appropriate starting basis for future valuation cycles. The
di]erence between the initial valuation and the transaction price is assessed as the calibrated di]erence, and the factors driving the
di]erence are analysed. This analysis is then revisited during subsequent valuations, which may drive fair value changes.
Valuation Approach and Process
The following presents an overview of the most frequently applied valuation techniques:
The primary technique for investments with no expected short-term earnings or where the investment outcome is based on a discrete set of
(often binary) scenarios and for which investments are funded for, is the milestone approach. This is typically the case for pre-revenue and
clinical life science investments. The milestone approach is based on a set of agreed milestones at the time of the initial investment. These
include various measurements depending on the type of investment, the industry as well as the key drivers of the investment company.
Progress against these milestones is measured at each valuation date and drives fair value changes. If a milestone event was achieved or if it
was failed to achieve, a variety of valuation techniques may be used to quantify the resulting fair value impact.
The primary technique for investments that are producing either maintainable revenues or earnings is the market approach. This approach
determines the fair value of a company based on the market price of selected comparable companies or recent transactions (or a
combination of both) and its relationship to relevant performance measures with the assumption that the relationship between the market
price and the nancial performance of the comparable company is similar. The relevant multiples can be subject to adjustments for general
qualitative di]erences between the underlying portfolio company and the comparable companies. These adjustments may include, but are
not limited to, di]erences due to size, marketability, growth pro le or the market size of end-markets.
The primary technique for investments that have not yet or have just commenced to produce revenues and that possess material future
earnings potential is the Probability-Weighted-Expected-Return-Method (PWERM). It involves estimating the expected cash ows of the
company under di]erent scenarios, such as best-case, base-case, and worst-case scenarios. Each scenario is assigned a probability based on
the likelihood of its occurrence. The expected cash ows are then discounted back to their present value using an appropriate discount rate,
which re ects the risk and uncertainty associated with each scenario. The PWERM approach also considers other factors such as changes in
market conditions, industry trends, competitive landscape, regulatory changes, and other macroeconomic factors. Adjustments are made to
the cash ow projections and discount rates to re ect these factors and their potential impact on the company’s value.
Once a company’s value is established, value is allocated to the company’s various share classes. Early-stage, venture and growth
investments typically possess complex capital structures with varying rights and economic preferences attached to each share class.
To_assess the relative value of these individual share classes, either a qualitative scenario-analysis of the expected ultimate pay-o] pro le
of_each share class, or an option pricing model is utilised. The relative value of each share class is dependent on the expected time to exit,
volatility, and other relevant quantitative or qualitative parameters.
The following table provides an overview of the select (primary) valuation techniques:
Valuation techniques % of unquoted portfolio
Market approach 70.5%
Arm’s length transaction 6.5%
Adjusted transaction price 27.2
Multiples – based 36.8
Milestone approach 8.4%
Probability – weighted-expected-return 13.4
Third-party fund NAV 7.6
Primary valuation technique
Secondary valuation technique
Key inputs
Milestone analysis
Probability-weighted expected
return methods
Business performance against key
milestones
Market approach
Probability-weighted expected
return methods
Revenue (run-rate, forward)
KPIs (e.g. monthly user growth)
Market approach
Discounted cash flows
Gross Profit/EBITDA (if profitable)
Revenue (run-rate, forward)
Life sciences Venture Growth
Schroders Capital Global Innovation Trust plc 21
Introduction Strategic Report Governance Financial Other Information (Unaudited)
The primary technique for investments with no expected short-term earnings or where the investment outcome is based on a discrete set of
(often binary) scenarios and for which investments are funded for, is the milestone approach. This is typically the case for pre-revenue and
clinical life science investments. The milestone approach is based on a set of agreed milestones at the time of the initial investment. These
include various measurements depending on the type of investment, the industry as well as the key drivers of the investment company.
Progress against these milestones is measured at each valuation date and drives fair value changes. If a milestone event was achieved or if it
was failed to achieve, a variety of valuation techniques may be used to quantify the resulting fair value impact.
The primary technique for investments that are producing either maintainable revenues or earnings is the market approach. This approach
determines the fair value of a company based on the market price of selected comparable companies or recent transactions (or a
combination of both) and its relationship to relevant performance measures with the assumption that the relationship between the market
price and the nancial performance of the comparable company is similar. The relevant multiples can be subject to adjustments for general
qualitative di]erences between the underlying portfolio company and the comparable companies. These adjustments may include, but are
not limited to, di]erences due to size, marketability, growth pro le or the market size of end-markets.
The primary technique for investments that have not yet or have just commenced to produce revenues and that possess material future
earnings potential is the Probability-Weighted-Expected-Return-Method (PWERM). It involves estimating the expected cash ows of the
company under di]erent scenarios, such as best-case, base-case, and worst-case scenarios. Each scenario is assigned a probability based on
the likelihood of its occurrence. The expected cash ows are then discounted back to their present value using an appropriate discount rate,
which re ects the risk and uncertainty associated with each scenario. The PWERM approach also considers other factors such as changes in
market conditions, industry trends, competitive landscape, regulatory changes, and other macroeconomic factors. Adjustments are made to
the cash ow projections and discount rates to re ect these factors and their potential impact on the company’s value.
Once a company’s value is established, value is allocated to the company’s various share classes. Early-stage, venture and growth
investments typically possess complex capital structures with varying rights and economic preferences attached to each share class.
To_assess the relative value of these individual share classes, either a qualitative scenario-analysis of the expected ultimate pay-o] pro le
of_each share class, or an option pricing model is utilised. The relative value of each share class is dependent on the expected time to exit,
volatility, and other relevant quantitative or qualitative parameters.
The following table provides an overview of the select (primary) valuation techniques:
Valuation techniques % of unquoted portfolio
Market approach 70.5%
Arm’s length transaction 6.5%
Adjusted transaction price 27.2
Multiples – based 36.8
Milestone approach 8.4%
Probability – weighted-expected-return 13.4
Third-party fund NAV 7.6
Primary valuation technique
Secondary valuation technique
Key inputs
Milestone analysis
Probability-weighted expected
return methods
Business performance against key
milestones
Market approach
Probability-weighted expected
return methods
Revenue (run-rate, forward)
KPIs (e.g. monthly user growth)
Market approach
Discounted cash flows
Gross Profit/EBITDA (if profitable)
Revenue (run-rate, forward)
Life sciences Venture Growth
Schroders Capital Global Innovation Trust plc 21
Introduction Strategic Report Governance Financial Other Information (Unaudited)
22
Schroders Capital Global Innovation Trust plc
Purpose, values and culture
The Company’s purpose is to deliver its investment objective and
strategy (as set out on the inside front cover under ‘Investment
Policy’).
The Company’s 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 promotes the e]ective management or mitigation of the
risks faced by the Company and, to the extent it does not con ict 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 Company’s 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
ful l the Company’s 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 Company’s
culture in its operations.
Business model
The Board appointed Schroder Unit Trusts Limited (the “Manager”) in
October 2022 to implement the investment strategy and to manage
the Company’s 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 nancial instruments as
appropriate.
The terms of the appointment are described more completely in the
Directors’ Report including delegation to the Investment Manager.
The Board and the Manager work together to deliver the Company’s
investment objective. The investment processes are described in the
Investment Approach and Process section.
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-o] application and it is
intended that the Company will continue to conduct its a]airs 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.
Managed wind-down
In a Circular to shareholders dated 31 January 2025, the Board
outlined proposals to change the Company's continuation resolution,
originally scheduled to take place at the AGM in May 2025, and
instead proposed a discontinuation resolution and put forward
proposals for a_managed wind-down of the Company. At the General
Meeting of the Company, which was held on 27 February 2025, the
proposals outlined by the Board were approved by shareholders. The
Company then ceased to operate in accordance with its investment
objective and policy and a revised investment objective and policy
were adopted and are as follows.
Investment model
Investment objective
The Company’s investment objective is to undertake a managed
wind-down of the Company and realise all existing assets in the
Company’s portfolio in an orderly manner.
Investment policy
The assets of the Company will be realised in an orderly manner, with
a view to achieving a balance between returning cash to Shareholders
in a timely manner and maximising value.
The Company may not make any new investments save that:
• investments may be made to honour commitments under
existing contractual arrangements or, with the Board’s prior
written approval, into any existing investment; and
• cash held by the Company pending distribution will be held in
either cash or cash equivalents for the purposes of cash
management.
Any amounts received by the Company during the orderly realisation
of the Company’s assets will be held by the Company as cash on
deposit and/or as cash equivalents, prior to returns being made in
cash to Shareholders (net of provisions for the Company’s costs and
expenses).
The Company will continue to comply with the requirements imposed
by the UK Listing Rules in force from time to time.
The Company will not employ gearing for investment purposes, but
may utilise gearing for working capital purposes, subject to a cap on
gearing of 10% of NAV at the time of borrowing.
Any material change to the Company’s published investment policy
will be made only with the prior approval of the FCA and of
Shareholders by ordinary resolution at a general meeting of the
Company.
Key performance indicators (“KPIs”)
The Board reviews performance, using a number of key measures, to
monitor and assess the Company’s success in achieving its objective.
Further to the approval of proposals regarding the managed
wind-down, the Board considered what the relevant KPIs should be
and these are detailed below:
• NAV performance;
• Successful distributions to shareholders; and
• Ongoing charges ratio.
The Board continues to review the Company’s ongoing charges to
ensure that the total costs incurred by shareholders in the running of
the Company remain competitive when measured against peer group
funds. An analysis of the Company’s costs, including management
fees, Directors’ fees and general expenses, is reviewed every quarter.
Management and performance fees are reviewed at least annually by
the Management Engagement Committee.
Business Review
Purpose, values and culture
The Company’s purpose is to deliver its investment objective and
strategy (as set out on the inside front cover under ‘Investment
Policy’).
The Company’s 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 promotes the e]ective management or mitigation of the
risks faced by the Company and, to the extent it does not con ict 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 Company’s 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
ful l the Company’s 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 Company’s
culture in its operations.
Business model
The Board appointed Schroder Unit Trusts Limited (the “Manager”) in
October 2022 to implement the investment strategy and to manage
the Company’s 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 nancial instruments as
appropriate.
The terms of the appointment are described more completely in the
Directors’ Report including delegation to the Investment Manager.
The Board and the Manager work together to deliver the Company’s
investment objective. The investment processes are described in the
Investment Approach and Process section.
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-o] application and it is
intended that the Company will continue to conduct its a]airs 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.
Managed wind-down
In a Circular to shareholders dated 31 January 2025, the Board
outlined proposals to change the Company's continuation resolution,
originally scheduled to take place at the AGM in May 2025, and
instead proposed a discontinuation resolution and put forward
proposals for a_managed wind-down of the Company. At the General
Meeting of the Company, which was held on 27 February 2025, the
proposals outlined by the Board were approved by shareholders. The
Company then ceased to operate in accordance with its investment
objective and policy and a revised investment objective and policy
were adopted and are as follows.
Investment model
Investment objective
The Company’s investment objective is to undertake a managed
wind-down of the Company and realise all existing assets in the
Company’s portfolio in an orderly manner.
Investment policy
The assets of the Company will be realised in an orderly manner, with
a view to achieving a balance between returning cash to Shareholders
in a timely manner and maximising value.
The Company may not make any new investments save that:
• investments may be made to honour commitments under
existing contractual arrangements or, with the Board’s prior
written approval, into any existing investment; and
• cash held by the Company pending distribution will be held in
either cash or cash equivalents for the purposes of cash
management.
Any amounts received by the Company during the orderly realisation
of the Company’s assets will be held by the Company as cash on
deposit and/or as cash equivalents, prior to returns being made in
cash to Shareholders (net of provisions for the Company’s costs and
expenses).
The Company will continue to comply with the requirements imposed
by the UK Listing Rules in force from time to time.
The Company will not employ gearing for investment purposes, but
may utilise gearing for working capital purposes, subject to a cap on
gearing of 10% of NAV at the time of borrowing.
Any material change to the Company’s published investment policy
will be made only with the prior approval of the FCA and of
Shareholders by ordinary resolution at a general meeting of the
Company.
Key performance indicators (“KPIs”)
The Board reviews performance, using a number of key measures, to
monitor and assess the Company’s success in achieving its objective.
Further to the approval of proposals regarding the managed
wind-down, the Board considered what the relevant KPIs should be
and these are detailed below:
• NAV performance;
• Successful distributions to shareholders; and
• Ongoing charges ratio.
The Board continues to review the Company’s ongoing charges to
ensure that the total costs incurred by shareholders in the running of
the Company remain competitive when measured against peer group
funds. An analysis of the Company’s costs, including management
fees, Directors’ fees and general expenses, is reviewed every quarter.
Management and performance fees are reviewed at least annually by
the Management Engagement Committee.
Business Review
Schroders Capital Global Innovation Trust plc
23
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Promotion
During the nancial year the Company promoted its shares to
a_range of investors including discretionary wealth managers, private
investors, nancial advisers and institutions which have the potential
to be long-term supporters of the investment strategy. The Company
sought to achieve this through its Manager and corporate broker,
who promoted the shares of the Company through regular contact
with both current and potential shareholders.
Following the approval of the managed wind-down proposals, active
promotional activities for the Company have now ceased, however,
the Board seeks active engagement with investors, and meetings with
the Chair are o]ered to investors when appropriate.
Shareholders are encouraged to sign up to the Manager’s Investment
Trusts update, to receive information on the Company directly
https://www.schroders.com/en-gb/uk/individual/never-miss-an-update/.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Promotion
During the nancial year the Company promoted its shares to
a_range of investors including discretionary wealth managers, private
investors, nancial advisers and institutions which have the potential
to be long-term supporters of the investment strategy. The Company
sought to achieve this through its Manager and corporate broker,
who promoted the shares of the Company through regular contact
with both current and potential shareholders.
Following the approval of the managed wind-down proposals, active
promotional activities for the Company have now ceased, however,
the Board seeks active engagement with investors, and meetings with
the Chair are o]ered to investors when appropriate.
Shareholders are encouraged to sign up to the Manager’s Investment
Trusts update, to receive information on the Company directly
https://www.schroders.com/en-gb/uk/individual/never-miss-an-update/.
24
Schroders Capital Global Innovation Trust plc
Business Review
continued
Stakeholder engagement
Section 172 of the Companies Act 2006
During the year the Board discharged its duty under section 172 of the Companies Act 2006 to promote the success of the Company for the
bene t of its members as a whole, having regard to the interests of all stakeholders. As an externally managed investment trust, the Company
has no employees, operations or premises. The Board has identi ed its key stakeholders as the Company’s shareholders, the Investment
Manager, other service providers, the Investee companies and wider society and the environment. The table below explains how the Directors
have engaged with, and maintained high standards of business conduct and fair treatment of, all stakeholders and outlines key activities
undertaken and decisions made by the Board during the year.
Stakeholder Significance Engagement 2024 highlights
Both the AGM held in May 2024 and the
General Meeting held in February 2025
were held in person and questions and
feedback from shareholders were
welcomed. The Board, along with the
Investment Manager, look forward to
meeting and interacting with more
shareholders at the forthcoming AGM in
May 2025.
In forming the proposals put forward
regarding the managed wind-down, the
Board engaged with its largest
shareholders to understand their views
about the strategic options.
The Company’s web pages host
documents such as the annual and half
year reports and the shareholder Circular.
Via the Company’s web pages
shareholders can subscribe to the
Schroders investment trusts newsletter
to receive regular updates on the
Company.
The Investment Manager engaged with
a_number of its 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, a capital
markets event, webinars and coverage in
key publications.
The Board continues to work with Kepler
on promoting the Company through its
research notes which are published once
a year following the publication of the
Company’s annual results.
– AGM and GM: The Company
welcomes attendance and
participation at shareholder meetings.
Shareholders have the opportunity to
meet the Directors and the
Investment Manager and ask
questions at the AGM. The Board
values the feedback it receives from
shareholders which is incorporated
into Board discussions.
– Publications: The annual and half
year results presentations are
available on the Company’s web pages
with their availability announced via
the London Stock Exchange. Quarterly
NAV updates are issued to provide
shareholders with transparent
information on the Company’s
portfolio. 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
Manager communicates with
shareholders periodically. All investors
are o]ered the opportunity to meet
the Chair, Senior Independent
Director, or other Board members
without using the Manager or
Company Secretary as a conduit, by
writing to the Company’s registered
oYce. 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 Investment Manager also
undertakes Investor Roadshows
throughout the year.
Continued shareholder
support and engagement
are critical to support the
managed wind-down of the
Company and the delivery of
the updated investment
objective.
Shareholders
Business Review
continued
Stakeholder engagement
Section 172 of the Companies Act 2006
During the year the Board discharged its duty under section 172 of the Companies Act 2006 to promote the success of the Company for the
bene t of its members as a whole, having regard to the interests of all stakeholders. As an externally managed investment trust, the Company
has no employees, operations or premises. The Board has identi ed its key stakeholders as the Company’s shareholders, the Investment
Manager, other service providers, the Investee companies and wider society and the environment. The table below explains how the Directors
have engaged with, and maintained high standards of business conduct and fair treatment of, all stakeholders and outlines key activities
undertaken and decisions made by the Board during the year.
Stakeholder Significance Engagement 2024 highlights
Both the AGM held in May 2024 and the
General Meeting held in February 2025
were held in person and questions and
feedback from shareholders were
welcomed. The Board, along with the
Investment Manager, look forward to
meeting and interacting with more
shareholders at the forthcoming AGM in
May 2025.
In forming the proposals put forward
regarding the managed wind-down, the
Board engaged with its largest
shareholders to understand their views
about the strategic options.
The Company’s web pages host
documents such as the annual and half
year reports and the shareholder Circular.
Via the Company’s web pages
shareholders can subscribe to the
Schroders investment trusts newsletter
to receive regular updates on the
Company.
The Investment Manager engaged with
a_number of its 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, a capital
markets event, webinars and coverage in
key publications.
The Board continues to work with Kepler
on promoting the Company through its
research notes which are published once
a year following the publication of the
Company’s annual results.
– AGM and GM: The Company
welcomes attendance and
participation at shareholder meetings.
Shareholders have the opportunity to
meet the Directors and the
Investment Manager and ask
questions at the AGM. The Board
values the feedback it receives from
shareholders which is incorporated
into Board discussions.
– Publications: The annual and half
year results presentations are
available on the Company’s web pages
with their availability announced via
the London Stock Exchange. Quarterly
NAV updates are issued to provide
shareholders with transparent
information on the Company’s
portfolio. 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
Manager communicates with
shareholders periodically. All investors
are o]ered the opportunity to meet
the Chair, Senior Independent
Director, or other Board members
without using the Manager or
Company Secretary as a conduit, by
writing to the Company’s registered
oYce. 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 Investment Manager also
undertakes Investor Roadshows
throughout the year.
Continued shareholder
support and engagement
are critical to support the
managed wind-down of the
Company and the delivery of
the updated investment
objective.
Shareholders
Schroders Capital Global Innovation Trust plc
25
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Stakeholder Significance Engagement 2024 highlights
In accordance with the Company’s
strategy, the Investment Manager
remained focused during the year on key
priorities: support business growth and
pro tability; rebalance the portfolio;
maximise sale proceeds; and new
investments as part of the investment
strategy. There were three new
investments made in 2024, across the
Investment Manager’s three private
equity strategies: venture, growth and life
sciences.
Going forward the focus will be on the
orderly realisation of assets over time to
achieve a balance between maximising
returns and returning capital to
shareholders in a reasonable timeframe.
Maintaining a close and constructive
working relationship with the Investment
Manager is crucial as the Board and the
Investment Manager both aim to
undertake the managed wind-down 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
Investment Manager;
– 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 Manager’s terms of
engagement; and
– Drawing on Directors’ individual
experience to support the Investment
Manager in its monitoring and
change management of portfolio
companies, for the bene t of all of the
Investment Manager’s clients.
The Management Engagement
Committee reviews the performance of
the Manager, its remuneration and the
discharge of its contractual obligations at
least annually.
Following approval of the
proposals to place the
Company into managed
wind-down, the Investment
Manager’s performance is
critical for the Company to
deliver its investment
strategy successfully to
undertake a managed
wind-down and realise all
existing assets in the
Company’s portfolio in an
orderly manner.
The Investment
Manager
Investee
companies
The Board is committed to
responsible investing and
actively monitors the
activities of investee
companies through its
delegation to the
Investment Manager.
In order to achieve its commitment to
responsible investing, the Investment
Manager adopts sustainability and
impact (“S&I”) investing practices as an
integral part of identifying, assessing and
monitoring portfolio companies. The
commitment to sustainability applies to
all private equity investments, including
direct and indirect holdings, and the
rms the Investment Manager partners
with.
Furthermore, the Investment Manager
believes private equity investors are well
positioned to adhere to responsible
investing principles and drive positive
change due to private equity’s long term
orientation, ability to conduct extensive
due diligence and the opportunity for
private equity investors to make
a_strategic impact on their portfolio
companies.
The Board received regular updates on
engagement with investee companies at
its board meetings. For most private
companies in the top 20 holdings where
the Company’s share rights allow, the
Investment Manager will attend investee
company board meetings as an observer.
These meetings serve as an essential
source of information about the progress
of the business, but also present an
opportune moment to support strategic
planning and engage with the
management team, board members and
co-investors on sustainability-related
topics.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Stakeholder Significance Engagement 2024 highlights
In accordance with the Company’s
strategy, the Investment Manager
remained focused during the year on key
priorities: support business growth and
pro tability; rebalance the portfolio;
maximise sale proceeds; and new
investments as part of the investment
strategy. There were three new
investments made in 2024, across the
Investment Manager’s three private
equity strategies: venture, growth and life
sciences.
Going forward the focus will be on the
orderly realisation of assets over time to
achieve a balance between maximising
returns and returning capital to
shareholders in a reasonable timeframe.
Maintaining a close and constructive
working relationship with the Investment
Manager is crucial as the Board and the
Investment Manager both aim to
undertake the managed wind-down 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
Investment Manager;
– 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 Manager’s terms of
engagement; and
– Drawing on Directors’ individual
experience to support the Investment
Manager in its monitoring and
change management of portfolio
companies, for the bene t of all of the
Investment Manager’s clients.
The Management Engagement
Committee reviews the performance of
the Manager, its remuneration and the
discharge of its contractual obligations at
least annually.
Following approval of the
proposals to place the
Company into managed
wind-down, the Investment
Manager’s performance is
critical for the Company to
deliver its investment
strategy successfully to
undertake a managed
wind-down and realise all
existing assets in the
Company’s portfolio in an
orderly manner.
The Investment
Manager
Investee
companies
The Board is committed to
responsible investing and
actively monitors the
activities of investee
companies through its
delegation to the
Investment Manager.
In order to achieve its commitment to
responsible investing, the Investment
Manager adopts sustainability and
impact (“S&I”) investing practices as an
integral part of identifying, assessing and
monitoring portfolio companies. The
commitment to sustainability applies to
all private equity investments, including
direct and indirect holdings, and the
rms the Investment Manager partners
with.
Furthermore, the Investment Manager
believes private equity investors are well
positioned to adhere to responsible
investing principles and drive positive
change due to private equity’s long term
orientation, ability to conduct extensive
due diligence and the opportunity for
private equity investors to make
a_strategic impact on their portfolio
companies.
The Board received regular updates on
engagement with investee companies at
its board meetings. For most private
companies in the top 20 holdings where
the Company’s share rights allow, the
Investment Manager will attend investee
company board meetings as an observer.
These meetings serve as an essential
source of information about the progress
of the business, but also present an
opportune moment to support strategic
planning and engage with the
management team, board members and
co-investors on sustainability-related
topics.
26
Schroders Capital Global Innovation Trust plc
Business Review
continued
Stakeholder Significance Engagement 2024 highlights
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_December 2024:
• The Board maintained the capital discipline policy to buy back shares at least equal to 5% of the Company's issued share capital in 2024.
This programme was designed to enhance the NAV per share and potentially reduce the volatility of the Company’s discount and
increase trading liquidity.
• In forming the proposals put forward regarding the managed wind-down, the Board engaged with its largest shareholders. The feedback
from this process formed part of the Board’s wider consideration of the strategic options available to the Company, which also included the
possibility of a sale of the Company’s legacy assets and/or a combination of the Company with another listed investment company.
• Publication of the Circular to shareholders in January 2025, further to feed-back received from shareholders, proposing that the Company
conduct an orderly realisation of its assets in a manner that sought to optimise the value of the Company’s investments while progressively
returning cash to shareholders.
• Given the current status of the Company, the Board is mindful of operating costs and considered it appropriate to reduce the number of
Directors and as such Lamia Baker will retire from the Board following the conclusion of the forthcoming AGM in May 2025.
Other service
providers
In order to operate as an
investment trust with a
listing on the London Stock
Exchange, the Company
relies on a diverse range of
advisers to support meeting
all relevant obligations.
The Board maintains regular contact with
its key external providers, both through
the Board and Committee meetings, as
well as outside of the regular meeting
cycle. Their advice, as well as their needs
and views, are routinely taken into
account.
Under delegated authority from the
Board, the Management Engagement
Committee reviewed all material
third-party service providers. The Board
considers the ongoing appointments of
its service providers to be in the best
interests of the Company and its
shareholders as a whole and will monitor
their progress in the year ahead.
The Directors were invited to attend an
annual internal controls brie ng session
which assessed the internal controls of
certain key service providers including
the Company’s depositary and custodian,
HSBC, the Company’s registrar, Equiniti,
and Schroders Group Internal Audit.
Business Review
continued
Stakeholder Significance Engagement 2024 highlights
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_December 2024:
• The Board maintained the capital discipline policy to buy back shares at least equal to 5% of the Company's issued share capital in 2024.
This programme was designed to enhance the NAV per share and potentially reduce the volatility of the Company’s discount and
increase trading liquidity.
• In forming the proposals put forward regarding the managed wind-down, the Board engaged with its largest shareholders. The feedback
from this process formed part of the Board’s wider consideration of the strategic options available to the Company, which also included the
possibility of a sale of the Company’s legacy assets and/or a combination of the Company with another listed investment company.
• Publication of the Circular to shareholders in January 2025, further to feed-back received from shareholders, proposing that the Company
conduct an orderly realisation of its assets in a manner that sought to optimise the value of the Company’s investments while progressively
returning cash to shareholders.
• Given the current status of the Company, the Board is mindful of operating costs and considered it appropriate to reduce the number of
Directors and as such Lamia Baker will retire from the Board following the conclusion of the forthcoming AGM in May 2025.
Other service
providers
In order to operate as an
investment trust with a
listing on the London Stock
Exchange, the Company
relies on a diverse range of
advisers to support meeting
all relevant obligations.
The Board maintains regular contact with
its key external providers, both through
the Board and Committee meetings, as
well as outside of the regular meeting
cycle. Their advice, as well as their needs
and views, are routinely taken into
account.
Under delegated authority from the
Board, the Management Engagement
Committee reviewed all material
third-party service providers. The Board
considers the ongoing appointments of
its service providers to be in the best
interests of the Company and its
shareholders as a whole and will monitor
their progress in the year ahead.
The Directors were invited to attend an
annual internal controls brie ng session
which assessed the internal controls of
certain key service providers including
the Company’s depositary and custodian,
HSBC, the Company’s registrar, Equiniti,
and Schroders Group Internal Audit.
Schroders Capital Global Innovation Trust plc
27
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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 and other stakeholders to safeguard the Company’s
interests. As part of this ongoing monitoring, the Board receives
reports from its service providers with respect to their diversity
policies; anti-bribery and corruption policies; Modern Slavery Act 2015
statements; nancial crime policies; and greenhouse gas and energy
usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy which seeks to
promote diversity of gender, social and ethnic backgrounds, cognitive
and personal strengths. The Board recognises that its debates and
decision-making are greatly enriched by a wider range of perspectives
and thinking. Should the Board be required to undertake any
recruitment in the future it would encourage any recruitment
agencies it engages to nd a range of candidates that meet the
objective criteria agreed for each appointment. Appointments will
always be based on merit alone. 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 o]ered.
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 UK Listing
Rules requirements (UKLR 6.6.6R(9) and (10)) 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 de nes senior board positions as Chairman, Chief Executive
OYcer (“CEO”), Chief Financial OYcer (“CFO”) or Senior Independent
Director (“SID”). As an investment trust with no executive oYcers, the
Company has no CEO or CFO. The Board has re ected the senior
positions of the Chair of the Board and the SID in its diversity
tables_below.
The Board has chosen to align its diversity reporting reference date
with the Company’s nancial 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 December 2024, the Company met all three criteria and
although there have been no changes since 31 December 2024 to
the date of publication of the annual report and nancial statements,
however, it is noted that Lamia Baker will be stepping down from the
Board at the upcoming AGM.
Gender identity
Number of
Number of % of senior positions
Board members the Board on the Board
Men 2 50 1
Women 2 50 1
Other – – –
Not speci ed/prefer
not to say – – –
Ethnic background
Number of
Number of % of senior positions
Board members the Board on the Board
White British or other
White (including
minority-white groups) 3 75 2
Mixed Multiple
Ethnic Groups – – –
Asian/Asian British – – –
Black/African/
Caribbean/Black British – – –
Other ethnic group,
including Arab 1 25 –
Not speci ed/prefer
not to say – – –
Financial crime policy
The Company continues to be committed to carrying out its business
fairly, honestly and openly operates a nancial crime policy covering
bribery and corruption, tax evasion, money laundering, terrorist
nancing and sanctions, as well as seeking con rmations that the
Company’s 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 traYcking statement
under the Modern Slavery Act 2015.
Climate
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it
consumed less than 40,000 kWh during the year and so has no
greenhouse gas emissions, energy consumption or energy eYciency
action to report.
Taskforce for Climate-Related Financial Disclosures
(“TCFD”)
The Company, as an investment trust, is exempt from the
requirement to report against TCFD regulation. However, the
Company’s Manager produces an annual product level disclosure
consistent with the TCFD. This can be found here:
https://mybrand.schroders.com/m/38c22fb3a403ed84/original/TCFD-
GB97092M-Schroders-Capital-Global-Innovation-Trust-plc-
20231231.pdf
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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 and other stakeholders to safeguard the Company’s
interests. As part of this ongoing monitoring, the Board receives
reports from its service providers with respect to their diversity
policies; anti-bribery and corruption policies; Modern Slavery Act 2015
statements; nancial crime policies; and greenhouse gas and energy
usage reporting.
Diversity policy
The Board has adopted a diversity and inclusion policy which seeks to
promote diversity of gender, social and ethnic backgrounds, cognitive
and personal strengths. The Board recognises that its debates and
decision-making are greatly enriched by a wider range of perspectives
and thinking. Should the Board be required to undertake any
recruitment in the future it would encourage any recruitment
agencies it engages to nd a range of candidates that meet the
objective criteria agreed for each appointment. Appointments will
always be based on merit alone. 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 o]ered.
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 UK Listing
Rules requirements (UKLR 6.6.6R(9) and (10)) 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 de nes senior board positions as Chairman, Chief Executive
OYcer (“CEO”), Chief Financial OYcer (“CFO”) or Senior Independent
Director (“SID”). As an investment trust with no executive oYcers, the
Company has no CEO or CFO. The Board has re ected the senior
positions of the Chair of the Board and the SID in its diversity
tables_below.
The Board has chosen to align its diversity reporting reference date
with the Company’s nancial 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 December 2024, the Company met all three criteria and
although there have been no changes since 31 December 2024 to
the date of publication of the annual report and nancial statements,
however, it is noted that Lamia Baker will be stepping down from the
Board at the upcoming AGM.
Gender identity
Number of
Number of % of senior positions
Board members the Board on the Board
Men 2 50 1
Women 2 50 1
Other – – –
Not speci ed/prefer
not to say – – –
Ethnic background
Number of
Number of % of senior positions
Board members the Board on the Board
White British or other
White (including
minority-white groups) 3 75 2
Mixed Multiple
Ethnic Groups – – –
Asian/Asian British – – –
Black/African/
Caribbean/Black British – – –
Other ethnic group,
including Arab 1 25 –
Not speci ed/prefer
not to say – – –
Financial crime policy
The Company continues to be committed to carrying out its business
fairly, honestly and openly operates a nancial crime policy covering
bribery and corruption, tax evasion, money laundering, terrorist
nancing and sanctions, as well as seeking con rmations that the
Company’s 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 traYcking statement
under the Modern Slavery Act 2015.
Climate
Greenhouse gas emissions and energy usage
As the Company outsources its operations to third parties, it
consumed less than 40,000 kWh during the year and so has no
greenhouse gas emissions, energy consumption or energy eYciency
action to report.
Taskforce for Climate-Related Financial Disclosures
(“TCFD”)
The Company, as an investment trust, is exempt from the
requirement to report against TCFD regulation. However, the
Company’s Manager produces an annual product level disclosure
consistent with the TCFD. This can be found here:
https://mybrand.schroders.com/m/38c22fb3a403ed84/original/TCFD-
GB97092M-Schroders-Capital-Global-Innovation-Trust-plc-
20231231.pdf
28
Schroders Capital Global Innovation Trust plc
Business Review
continued
Principal and emerging risks and uncertainties
The Board, through its delegation to the Audit, Risk and Valuation Committee, is responsible for the Company’s system of risk management and
internal control and for reviewing its e]ectiveness. The Board has adopted a detailed matrix of principal risks a]ecting 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, Risk and Valuation 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, Risk and Valuation Committee, including the
incidence of signi cant control failings or weaknesses that have been identi ed at any time and the extent to which they have resulted in
unforeseen outcomes or contingencies that may have a material impact on the Company’s performance or condition. The internal control
environment of the Manager, the depositary and the registrar are tested annually by independent external auditors. The reports are reviewed by
the Audit, Risk and Valuation Committee.
Although the Board believes that it has a robust framework of internal control in place this can provide only reasonable, and not absolute,
assurance against material nancial misstatement or loss and is designed to manage, not eliminate, risk. Actions taken by the Board and, where
appropriate, its Committees, to manage and mitigate the Company’s principal and emerging risks and uncertainties are set out in the table below.
Both the principal and emerging risks and uncertainties and the monitoring system are subject to robust assessment 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 Company’s 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 a]ect the Company. As a result of the shareholder approval of the new investment objective and investment policy placing the Company
into managed wind-down, the Board has updated the risk matrix to better represent the current principal risks and the relevant mitigation
measures.
No signi cant control failings or weaknesses were identi ed from the Audit, Risk and Valuation Committee’s ongoing risk assessment
throughout the nancial year and up to the date of this report. The Board is therefore satis ed that it has undertaken a detailed review of the
risks facing the Company and that the internal control environment continues to operate e]ectively.
Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company’s principal and emerging risks and
uncertainties are set out in the table below. The “Status” 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 and also
indicates where a new risk has been identi ed as part of the managed wind-down process.
A full analysis of the nancial risks facing the Company is set out in note 18 to the nancial statements on pages 68 to 71.
Risk Mitigation and management Status
Strategy
Maximising returns
The Company may not achieve its investment
objective to undertake a managed wind-down of
the Company and realise all existing assets in the
Company’s portfolio in an orderly manner. This
could be due a misjudgment regarding the exit of
an investment, either in terms of timing or price.
Trying to sell assets as part of a managed
wind-down strategy may have an impact on
disposal proceeds. Assets may be realized at
a_material discount to the most recently published
independent valuations. Sales commissions,
liquidation costs, taxes and other costs associated
with the realisation of the Company’s assets
together with the usual operating costs of the
Company will reduce the cash available for
distribution to shareholders. In addition, sales of
assets may take longer than anticipated.
The Board receives regular reports on the
Company’s investment performance against its
stated objectives along with reports from
discussions with its major shareholders.
The realisation process will be carried out in
a_way that seeks to achieve a balance between
maximising the value received from investments
and making timely returns to shareholders. The
Company expects to typically follow the natural
life cycle of investments which is expected to
maximise shareholder returns. Given the current
market environment, any e]ort to sell assets in
the secondary market would be detrimental to
returning value to shareholders.
The Board will seek regular advice from its
advisers regarding the most appropriate timing
and mechanism to return capital to shareholders.
NEW RISK
NEW RISK The proceeds of sales, along with the cash and
cash equivalents will be available to return capital
to shareholders subject to the need to meet
existing contractual commitments and invest in
existing investee companies.
The Board anticipates that capital will be returned
to shareholders over time at the absolute
discretion of the Board when it considers the
Company has suYcient cash accumulated from
realisations to justify a distribution.
Return of capital may be delayed
The return of capital to shareholders may be
delayed by diYculties with realising assets on
a_timely basis.
It is the intention of the Investment Manager to
wait for a trigger event in order to realise assets,
however, it may prove necessary to wait for longer
than anticipated for these trigger events to occur.
Business Review
continued
Principal and emerging risks and uncertainties
The Board, through its delegation to the Audit, Risk and Valuation Committee, is responsible for the Company’s system of risk management and
internal control and for reviewing its e]ectiveness. The Board has adopted a detailed matrix of principal risks a]ecting 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, Risk and Valuation 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, Risk and Valuation Committee, including the
incidence of signi cant control failings or weaknesses that have been identi ed at any time and the extent to which they have resulted in
unforeseen outcomes or contingencies that may have a material impact on the Company’s performance or condition. The internal control
environment of the Manager, the depositary and the registrar are tested annually by independent external auditors. The reports are reviewed by
the Audit, Risk and Valuation Committee.
Although the Board believes that it has a robust framework of internal control in place this can provide only reasonable, and not absolute,
assurance against material nancial misstatement or loss and is designed to manage, not eliminate, risk. Actions taken by the Board and, where
appropriate, its Committees, to manage and mitigate the Company’s principal and emerging risks and uncertainties are set out in the table below.
Both the principal and emerging risks and uncertainties and the monitoring system are subject to robust assessment 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 Company’s 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 a]ect the Company. As a result of the shareholder approval of the new investment objective and investment policy placing the Company
into managed wind-down, the Board has updated the risk matrix to better represent the current principal risks and the relevant mitigation
measures.
No signi cant control failings or weaknesses were identi ed from the Audit, Risk and Valuation Committee’s ongoing risk assessment
throughout the nancial year and up to the date of this report. The Board is therefore satis ed that it has undertaken a detailed review of the
risks facing the Company and that the internal control environment continues to operate e]ectively.
Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company’s principal and emerging risks and
uncertainties are set out in the table below. The “Status” 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 and also
indicates where a new risk has been identi ed as part of the managed wind-down process.
A full analysis of the nancial risks facing the Company is set out in note 18 to the nancial statements on pages 68 to 71.
Risk Mitigation and management Status
Strategy
Maximising returns
The Company may not achieve its investment
objective to undertake a managed wind-down of
the Company and realise all existing assets in the
Company’s portfolio in an orderly manner. This
could be due a misjudgment regarding the exit of
an investment, either in terms of timing or price.
Trying to sell assets as part of a managed
wind-down strategy may have an impact on
disposal proceeds. Assets may be realized at
a_material discount to the most recently published
independent valuations. Sales commissions,
liquidation costs, taxes and other costs associated
with the realisation of the Company’s assets
together with the usual operating costs of the
Company will reduce the cash available for
distribution to shareholders. In addition, sales of
assets may take longer than anticipated.
The Board receives regular reports on the
Company’s investment performance against its
stated objectives along with reports from
discussions with its major shareholders.
The realisation process will be carried out in
a_way that seeks to achieve a balance between
maximising the value received from investments
and making timely returns to shareholders. The
Company expects to typically follow the natural
life cycle of investments which is expected to
maximise shareholder returns. Given the current
market environment, any e]ort to sell assets in
the secondary market would be detrimental to
returning value to shareholders.
The Board will seek regular advice from its
advisers regarding the most appropriate timing
and mechanism to return capital to shareholders.
NEW RISK
NEW RISK The proceeds of sales, along with the cash and
cash equivalents will be available to return capital
to shareholders subject to the need to meet
existing contractual commitments and invest in
existing investee companies.
The Board anticipates that capital will be returned
to shareholders over time at the absolute
discretion of the Board when it considers the
Company has suYcient cash accumulated from
realisations to justify a distribution.
Return of capital may be delayed
The return of capital to shareholders may be
delayed by diYculties with realising assets on
a_timely basis.
It is the intention of the Investment Manager to
wait for a trigger event in order to realise assets,
however, it may prove necessary to wait for longer
than anticipated for these trigger events to occur.
Schroders Capital Global Innovation Trust plc
29
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Risk Mitigation and management Status
Investment
The Investment Manager is experienced and has
a long track record in successfully investing in
private equity and venture.
The Investment Manager spreads investment risk
by investing in high quality companies at various
stages of their development. Having the exibility
to continue to hold these investments as they
transition to public entities taps into the growth
potential of businesses throughout their life cycle.
The global mandate allows the Investment
Manager to diversify the portfolio geographically
and thus mitigate against challenging economic
conditions of a single market or sector.
The Investment Manager will not normally hedge
against foreign currency movements, but does
take into account the risk when making
investment decisions. Further details on nancial
risks and risk mitigation are detailed in note 18 to
the accounts.
Economic and market
The portfolio will normally be fully invested and as
such will therefore inevitably be exposed to
economic and market risk. Changes in general
economic and market conditions, such as currency
exchange rates, interest rates, in ation rates,
industry conditions, tax laws, political events and
trends can substantially and adversely a]ect the
value of investments. Market risk includes the
potential impact of events which are outside the
Company’s control, such as pandemics, civil unrest
and wars.
The AIFM, under delegated authority from the
Board, has responsibility for the valuation of the
assets in the portfolio. The AIFM, in turn employs
a dedicated valuations function which resides in
the Schroders Capital Fund Operations and
Services team and is separate from the
investment function. The AIFM maintains and
applies e]ective organisational and
administrative arrangements with a view to taking
all reasonable steps designed to identify, prevent,
manage and monitor con icts of interests in
relation to the unquoted valuation process. The
Schroders Capital valuation process and
governance structure is intended to ensure
independence, accountability and segregation of
duties in the oversight functions.
Valuations are calculated using established
methodologies and public market comparators in
accordance with International Private Equity and
Venture Capital guidelines. Valuations of the
entire portfolio are reviewed on a quarterly basis
by the Board and annually by the Auditor and
clearly communicated to the market. It performs
valuations using widely-accepted valuation
methodologies and may be supported by an
external valuation agent. Currently, Kroll is
engaged to support the valuation team and
provides inputs and recommendations to assist in
conducting valuations, where required.
Valuations are considered and challenged by
the_Audit, Risk and Valuations Committee on
a_quarterly basis as well as on an ad hoc basis
where required together with scrutiny by the
Auditor on an annual basis.
The Investment Manager conducts regular
reviews of investee companies through regular
engagement to monitor progress and ensure
milestones are adequately met. Short term
liquidity issues are mitigated over time when such
companies deliver on their milestones and value
is recognised.
Portfolio
Portfolio risk encompasses valuation, and
concentration risks.
Private equity companies generally have greater
valuation uncertainties and liquidity risks than
public equity holdings.
The valuation of private equity early stage
companies is inherently diYcult. Valuation at a xed
point in time may not be representative of the
medium or longer term. Particular events at a
company or particular funding rounds may have
a_signi cant impact. Information may not be as
widely available as with public companies and these
companies may not yet have meaningful revenues
or pro ts.
Investments quoted in inactive markets may also be
subject to signi cant and abrupt volatility and
liquidity discount.
Realisations will vary, and it is anticipated that there
will be both positive and negative variance from
sales prices to valuations during the managed
wind-down.
Short term liquidity issues can become
compounded by market events.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Risk Mitigation and management Status
Investment
The Investment Manager is experienced and has
a long track record in successfully investing in
private equity and venture.
The Investment Manager spreads investment risk
by investing in high quality companies at various
stages of their development. Having the exibility
to continue to hold these investments as they
transition to public entities taps into the growth
potential of businesses throughout their life cycle.
The global mandate allows the Investment
Manager to diversify the portfolio geographically
and thus mitigate against challenging economic
conditions of a single market or sector.
The Investment Manager will not normally hedge
against foreign currency movements, but does
take into account the risk when making
investment decisions. Further details on nancial
risks and risk mitigation are detailed in note 18 to
the accounts.
Economic and market
The portfolio will normally be fully invested and as
such will therefore inevitably be exposed to
economic and market risk. Changes in general
economic and market conditions, such as currency
exchange rates, interest rates, in ation rates,
industry conditions, tax laws, political events and
trends can substantially and adversely a]ect the
value of investments. Market risk includes the
potential impact of events which are outside the
Company’s control, such as pandemics, civil unrest
and wars.
The AIFM, under delegated authority from the
Board, has responsibility for the valuation of the
assets in the portfolio. The AIFM, in turn employs
a dedicated valuations function which resides in
the Schroders Capital Fund Operations and
Services team and is separate from the
investment function. The AIFM maintains and
applies e]ective organisational and
administrative arrangements with a view to taking
all reasonable steps designed to identify, prevent,
manage and monitor con icts of interests in
relation to the unquoted valuation process. The
Schroders Capital valuation process and
governance structure is intended to ensure
independence, accountability and segregation of
duties in the oversight functions.
Valuations are calculated using established
methodologies and public market comparators in
accordance with International Private Equity and
Venture Capital guidelines. Valuations of the
entire portfolio are reviewed on a quarterly basis
by the Board and annually by the Auditor and
clearly communicated to the market. It performs
valuations using widely-accepted valuation
methodologies and may be supported by an
external valuation agent. Currently, Kroll is
engaged to support the valuation team and
provides inputs and recommendations to assist in
conducting valuations, where required.
Valuations are considered and challenged by
the_Audit, Risk and Valuations Committee on
a_quarterly basis as well as on an ad hoc basis
where required together with scrutiny by the
Auditor on an annual basis.
The Investment Manager conducts regular
reviews of investee companies through regular
engagement to monitor progress and ensure
milestones are adequately met. Short term
liquidity issues are mitigated over time when such
companies deliver on their milestones and value
is recognised.
Portfolio
Portfolio risk encompasses valuation, and
concentration risks.
Private equity companies generally have greater
valuation uncertainties and liquidity risks than
public equity holdings.
The valuation of private equity early stage
companies is inherently diYcult. Valuation at a xed
point in time may not be representative of the
medium or longer term. Particular events at a
company or particular funding rounds may have
a_signi cant impact. Information may not be as
widely available as with public companies and these
companies may not yet have meaningful revenues
or pro ts.
Investments quoted in inactive markets may also be
subject to signi cant and abrupt volatility and
liquidity discount.
Realisations will vary, and it is anticipated that there
will be both positive and negative variance from
sales prices to valuations during the managed
wind-down.
Short term liquidity issues can become
compounded by market events.
30
Schroders Capital Global Innovation Trust plc
Business Review
continued
Risk Mitigation and management Status
Liquidity
InsuYcient liquid resources to meet its ongoing
nancial demands.
The Company has no loan facility in place and its
assets include readily realisable securities which
can be sold to meet ongoing funding
requirements. The Investment Manager manages
its liquid investments to ensure that suYcient
cash is available to meet contractual
commitments. A cash bu]er is also held to meet
other short-term needs. The Company had cash
of £1.9 million (2023: £2.9 million) as at
31_December 2024. In addition, the Company has
a_£29.6 million holding in the Schroder Special
Situations – Sterling Liquidity Plus Fund, which is
a money market fund with daily redemption
terms. The Board reviews the Company’s cash
ow forecasts under various stressed scenarios
on an ongoing basis.
Shares
The Company may experience volatility in its share
price, both as a function of volatility in its net asset
value and a reduction in share liquidity as capital is
returned to shareholders, which may result in a
continued or possibly wider discount to net asset
value.
The Board, the Investment Manager and the
Broker are actively engaging with shareholders
and the Company will continue to provide
updates during the managed wind-down
process. Disposals will be completed in a manner
that preserves shareholder value.
NEW RISK
The Investment Manager has a compensation
and incentive scheme to recruit and retain key
sta] including the portfolio managers, and has
developed a suitable succession planning
programme, which seeks to ease the impact
that_additional workload and/or the loss of
a_key_investment professional may have on the
Company’s performance. The Investment
Manager will notify any change in its key
professionals to the Board at the earliest possible
opportunity and the Board will be made aware of
all e]orts made to ll a vacancy.
Furthermore, investment decisions are made by
a_team of professionals, mitigating the impact of
the loss of any key professional within the
Investment Manager’s organisation on the
Company’s performance.
The AIFM agreement includes clauses which set
out the notice periods for termination from either
party as detailed in the Directors’ Report on
page_37.
Key person dependency
The Investment Manager operates a team
approach to portfolio management and
decision-making so the risk arising from the
departure of one or more of the Investment
Manager’s key investment professionals should not
necessarily prevent the Company from achieving its
investment objective.
The Investment Manager’s resources could become
stretched through the launch of new products or
team departures leading to a lack of focus on the
Company’s portfolio, particularly given the status of
the managed wind-down.
The Manager could terminate its contract with the
Company. This event would have an impact on the
management of the portfolio requiring
renegotiation or substitution, likely on less
favourable terms.
NEW RISK The Board and the Investment Manager believe
that having undue concentration of investments
in a small number of assets or sectors is not
bene cial for the long-term health and stability of
the portfolio. During the wind-down, the
Investment Manager will seek to realise
investments at their natural exit points during
future liquidity events to ensure maximum exit
value and shareholder returns. During this
period, the Investment Manager and Board will
be committed to actively overseeing and
evaluating the portfolio to identify and mitigate
any potential associated risks.
Concentration risk
The risk linked to any portfolio concentration might
be compounded due to the nature of some of the
businesses and the risks associated with both
commercial and technical milestones.
During the managed wind-down, the size and value
of the Company’s portfolio will be reduced as
investments are realised and concentrated in fewer
holdings. In particular some biotechnology
companies can take a long time before trials can
prove eYcacy and create a trigger event allowing
satisfactory disposal. Thus the portfolio may be
made up predominantly of biotechnology
companies towards the end of the wind-down and
investors may need to wait more than ve years for
full realisation. This increased concentration could
create a collective sectoral risk and may adversely
a]ect the performance of the Company’s portfolio
as it is exposed to a portfolio with lower
diversi cation.
Business Review
continued
Risk Mitigation and management Status
Liquidity
InsuYcient liquid resources to meet its ongoing
nancial demands.
The Company has no loan facility in place and its
assets include readily realisable securities which
can be sold to meet ongoing funding
requirements. The Investment Manager manages
its liquid investments to ensure that suYcient
cash is available to meet contractual
commitments. A cash bu]er is also held to meet
other short-term needs. The Company had cash
of £1.9 million (2023: £2.9 million) as at
31_December 2024. In addition, the Company has
a_£29.6 million holding in the Schroder Special
Situations – Sterling Liquidity Plus Fund, which is
a money market fund with daily redemption
terms. The Board reviews the Company’s cash
ow forecasts under various stressed scenarios
on an ongoing basis.
Shares
The Company may experience volatility in its share
price, both as a function of volatility in its net asset
value and a reduction in share liquidity as capital is
returned to shareholders, which may result in a
continued or possibly wider discount to net asset
value.
The Board, the Investment Manager and the
Broker are actively engaging with shareholders
and the Company will continue to provide
updates during the managed wind-down
process. Disposals will be completed in a manner
that preserves shareholder value.
NEW RISK
The Investment Manager has a compensation
and incentive scheme to recruit and retain key
sta] including the portfolio managers, and has
developed a suitable succession planning
programme, which seeks to ease the impact
that_additional workload and/or the loss of
a_key_investment professional may have on the
Company’s performance. The Investment
Manager will notify any change in its key
professionals to the Board at the earliest possible
opportunity and the Board will be made aware of
all e]orts made to ll a vacancy.
Furthermore, investment decisions are made by
a_team of professionals, mitigating the impact of
the loss of any key professional within the
Investment Manager’s organisation on the
Company’s performance.
The AIFM agreement includes clauses which set
out the notice periods for termination from either
party as detailed in the Directors’ Report on
page_37.
Key person dependency
The Investment Manager operates a team
approach to portfolio management and
decision-making so the risk arising from the
departure of one or more of the Investment
Manager’s key investment professionals should not
necessarily prevent the Company from achieving its
investment objective.
The Investment Manager’s resources could become
stretched through the launch of new products or
team departures leading to a lack of focus on the
Company’s portfolio, particularly given the status of
the managed wind-down.
The Manager could terminate its contract with the
Company. This event would have an impact on the
management of the portfolio requiring
renegotiation or substitution, likely on less
favourable terms.
NEW RISK The Board and the Investment Manager believe
that having undue concentration of investments
in a small number of assets or sectors is not
bene cial for the long-term health and stability of
the portfolio. During the wind-down, the
Investment Manager will seek to realise
investments at their natural exit points during
future liquidity events to ensure maximum exit
value and shareholder returns. During this
period, the Investment Manager and Board will
be committed to actively overseeing and
evaluating the portfolio to identify and mitigate
any potential associated risks.
Concentration risk
The risk linked to any portfolio concentration might
be compounded due to the nature of some of the
businesses and the risks associated with both
commercial and technical milestones.
During the managed wind-down, the size and value
of the Company’s portfolio will be reduced as
investments are realised and concentrated in fewer
holdings. In particular some biotechnology
companies can take a long time before trials can
prove eYcacy and create a trigger event allowing
satisfactory disposal. Thus the portfolio may be
made up predominantly of biotechnology
companies towards the end of the wind-down and
investors may need to wait more than ve years for
full realisation. This increased concentration could
create a collective sectoral risk and may adversely
a]ect the performance of the Company’s portfolio
as it is exposed to a portfolio with lower
diversi cation.
Schroders Capital Global Innovation Trust plc
31
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Risk Mitigation and management Status
Operational
Experienced third party service providers are
employed by the Company under appropriate
terms and conditions and with agreed service
level speci cations. Service level agreements
include clauses which set out the notice periods
for terminations.
The Board receives regular reports from its
service providers and the Management
Engagement Committee will review the
performance of key service providers at least
annually.
Directors are invited to a Manager hosted
two-day annual internal controls brie ng sessions
which covers the internal controls of its key
service providers including the Company’s
depositary and custodian, HSBC, the Company’s
registrar, Equiniti, and Schroders Group Internal
Audit team. In addition, the Audit, Risk and
Valuation Committee reviews reports on the
external audits of the internal controls operated
by certain key service providers.
Operational
The Company has no employees and the Directors
have been appointed on a non-executive basis. The
Company is therefore reliant upon the performance
of third-party service providers.
Failure of any of the Company’s service providers to
perform in accordance with the terms of its
appointment, to protect against breaches of the
Company’s legal and regulatory obligations such as
data protection, or to perform its obligations at all
as a result of insolvency, fraud, breaches of cyber
security, failures in business continuity plans or
other causes, could have a material detrimental
impact on the operation of the Company.
ESG and climate change
Failure by the Investment Manager to identify
potential ESG matters in an investee company,
given their private nature, could lead to the
Company’s shares being less attractive to investors
as well as potential valuation issues in the
underlying investee company.
The Investment Manager integrates
considerations, including climate change, into the
investment process.The approach to conducting
ESG-related analysis of private companies is
complemented with a standard exclusions list,
more bespoke assessments, dedicated ESG
reference calls, and by integrating several
external tools and data sources, including
RepRisk, World- Check, the ESG Data
Convergence Project and eFront’s ESG Outreach
module to further assess ESG risks and
opportunities in private assets.
The Board receives controls reports from its key
service providers which describe the protective
measures they take as well as their business
recovery plans. In addition, the Board receives an
annual_presentation from the Manager on cyber
risk.
Information technology and information
security
Each of the Company’s service providers is at risk of
cyber attack, data theft and service disruption.
While the risk of nancial loss by the Company is
probably small, the risk of reputational damage and
the risk of loss of control of sensitive information is
more signi cant, for instance a GDPR breach. Many
of the Company’s service providers and the Board
often have sensitive information regarding
transactions or pricing and information regarded as
inside information in regulatory terms. Data theft or
data corruption per se is regarded as a lower order
risk as relevant data is held in multiple locations.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Risk Mitigation and management Status
Operational
Experienced third party service providers are
employed by the Company under appropriate
terms and conditions and with agreed service
level speci cations. Service level agreements
include clauses which set out the notice periods
for terminations.
The Board receives regular reports from its
service providers and the Management
Engagement Committee will review the
performance of key service providers at least
annually.
Directors are invited to a Manager hosted
two-day annual internal controls brie ng sessions
which covers the internal controls of its key
service providers including the Company’s
depositary and custodian, HSBC, the Company’s
registrar, Equiniti, and Schroders Group Internal
Audit team. In addition, the Audit, Risk and
Valuation Committee reviews reports on the
external audits of the internal controls operated
by certain key service providers.
Operational
The Company has no employees and the Directors
have been appointed on a non-executive basis. The
Company is therefore reliant upon the performance
of third-party service providers.
Failure of any of the Company’s service providers to
perform in accordance with the terms of its
appointment, to protect against breaches of the
Company’s legal and regulatory obligations such as
data protection, or to perform its obligations at all
as a result of insolvency, fraud, breaches of cyber
security, failures in business continuity plans or
other causes, could have a material detrimental
impact on the operation of the Company.
ESG and climate change
Failure by the Investment Manager to identify
potential ESG matters in an investee company,
given their private nature, could lead to the
Company’s shares being less attractive to investors
as well as potential valuation issues in the
underlying investee company.
The Investment Manager integrates
considerations, including climate change, into the
investment process.The approach to conducting
ESG-related analysis of private companies is
complemented with a standard exclusions list,
more bespoke assessments, dedicated ESG
reference calls, and by integrating several
external tools and data sources, including
RepRisk, World- Check, the ESG Data
Convergence Project and eFront’s ESG Outreach
module to further assess ESG risks and
opportunities in private assets.
The Board receives controls reports from its key
service providers which describe the protective
measures they take as well as their business
recovery plans. In addition, the Board receives an
annual_presentation from the Manager on cyber
risk.
Information technology and information
security
Each of the Company’s service providers is at risk of
cyber attack, data theft and service disruption.
While the risk of nancial loss by the Company is
probably small, the risk of reputational damage and
the risk of loss of control of sensitive information is
more signi cant, for instance a GDPR breach. Many
of the Company’s service providers and the Board
often have sensitive information regarding
transactions or pricing and information regarded as
inside information in regulatory terms. Data theft or
data corruption per se is regarded as a lower order
risk as relevant data is held in multiple locations.
32
Schroders Capital Global Innovation Trust plc
Business Review
continued
Risk Mitigation and management Status
Viability statement
Provision 31 of the UK Corporate Governance Code requires the
Board to make a statement on its assessment of the prospects of the
Company over a period which should be signi cantly longer than
12_months. The Board has assessed its current position and the time
period over which its assets are likely to be realised and agreed that
a_ ve-year period ending 31 December 2029 was appropriate.
On 27 February 2025, shareholders approved a change in investment
objective and investment policy allowing the Company to undergo an
orderly realisation of assets, returning capital to shareholders. The
Company is therefore preparing its nancial statements on a basis
other than going concern due to the Company being in a managed
wind-down.
In their assessment of the prospects of the Company, the Directors
have considered each of the principal risks and uncertainties set out
above and the liquidity and solvency of the Company. The Directors
have considered the Company’s income and expenditure projections
and believe that they meet the Company’s funding requirements.
The Company’s investments comprise some readily realisable
securities which can be sold to meet funding requirements if
necessary and there is no expectation that the nature of these will
change materially in future.
Based on this assessment, the Board has a reasonable expectation
that the Company will be able to continue in operation and meet its
liabilities as they fall due in the viability period.
Going concern
The Directors, as at the date of this report, are required to consider
whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. On 27 February 2025, shareholders approved
a_change in investment objective and investment policy allowing the
Company to undergo an orderly realisation of assets, returning
capital to shareholders. The Company is therefore preparing its
nancial statements on a basis other than going concern due to the
Company being in a managed wind-down.
The Board will endeavour to realise all of the Company’s investments
in a manner that achieves a balance between maximising the net
value received from those investments and making timely returns to
shareholders.
Whilst the Directors are satis ed that the Company has adequate
resources to continue in operation throughout the winding-down
period and to meet all liabilities as they fall due, given the Company is
now in managed wind-down, the Directors considered it appropriate
to adopt a basis other than going concern in preparing the nancial
statements. No adjustments to the valuation basis have arisen as
a_result of ceasing to apply the going concern basis.
By order of the Board
Schroder Investment Management Limited
Company Secretary
27 March 2025
Taxation
The Company carried on business as an investment
trust however, failure to comply with section 1158 of
the Corporation Tax Act 2010 may be a negative
impact on the Company.
The Board expects that the Company will continue
to ful l the relevant conditions to qualify as an
investment trust in the short term. However, as the
managed wind-down progresses, the Company
cannot guarantee that it will maintain continued
compliance with all of such conditions, including the
condition to maintain a spread of investment risk,
particularly in its latter stages when the portfolio
has been fully realised. The basis of taxation of any
shareholder’s investment in the Company may
di]er or change materially if the Company fails or
ceases to maintain investment trust status.
The Board and the Manager monitor compliance
with the investment trust rules, seeking advice
where appropriate and liaise regularly with
HMRC.
NEW RISK
Business Review
continued
Risk Mitigation and management Status
Viability statement
Provision 31 of the UK Corporate Governance Code requires the
Board to make a statement on its assessment of the prospects of the
Company over a period which should be signi cantly longer than
12_months. The Board has assessed its current position and the time
period over which its assets are likely to be realised and agreed that
a_ ve-year period ending 31 December 2029 was appropriate.
On 27 February 2025, shareholders approved a change in investment
objective and investment policy allowing the Company to undergo an
orderly realisation of assets, returning capital to shareholders. The
Company is therefore preparing its nancial statements on a basis
other than going concern due to the Company being in a managed
wind-down.
In their assessment of the prospects of the Company, the Directors
have considered each of the principal risks and uncertainties set out
above and the liquidity and solvency of the Company. The Directors
have considered the Company’s income and expenditure projections
and believe that they meet the Company’s funding requirements.
The Company’s investments comprise some readily realisable
securities which can be sold to meet funding requirements if
necessary and there is no expectation that the nature of these will
change materially in future.
Based on this assessment, the Board has a reasonable expectation
that the Company will be able to continue in operation and meet its
liabilities as they fall due in the viability period.
Going concern
The Directors, as at the date of this report, are required to consider
whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the
foreseeable future. On 27 February 2025, shareholders approved
a_change in investment objective and investment policy allowing the
Company to undergo an orderly realisation of assets, returning
capital to shareholders. The Company is therefore preparing its
nancial statements on a basis other than going concern due to the
Company being in a managed wind-down.
The Board will endeavour to realise all of the Company’s investments
in a manner that achieves a balance between maximising the net
value received from those investments and making timely returns to
shareholders.
Whilst the Directors are satis ed that the Company has adequate
resources to continue in operation throughout the winding-down
period and to meet all liabilities as they fall due, given the Company is
now in managed wind-down, the Directors considered it appropriate
to adopt a basis other than going concern in preparing the nancial
statements. No adjustments to the valuation basis have arisen as
a_result of ceasing to apply the going concern basis.
By order of the Board
Schroder Investment Management Limited
Company Secretary
27 March 2025
Taxation
The Company carried on business as an investment
trust however, failure to comply with section 1158 of
the Corporation Tax Act 2010 may be a negative
impact on the Company.
The Board expects that the Company will continue
to ful l the relevant conditions to qualify as an
investment trust in the short term. However, as the
managed wind-down progresses, the Company
cannot guarantee that it will maintain continued
compliance with all of such conditions, including the
condition to maintain a spread of investment risk,
particularly in its latter stages when the portfolio
has been fully realised. The basis of taxation of any
shareholder’s investment in the Company may
di]er or change materially if the Company fails or
ceases to maintain investment trust status.
The Board and the Manager monitor compliance
with the investment trust rules, seeking advice
where appropriate and liaise regularly with
HMRC.
NEW RISK
Governance
33
Governance
Board of Directors 34
Directors’ Report 36
Audit, Risk and Valuation Committee Report 39
Management Engagement Committee Report 42
Nomination and Remuneration Committee Report 43
Directors’ Remuneration Report 45
Statement of Directors’ Responsibilities 48
33
Governance
Board of Directors 34
Directors’ Report 36
Audit, Risk and Valuation Committee Report 39
Management Engagement Committee Report 42
Nomination and Remuneration Committee Report 43
Directors’ Remuneration Report 45
Statement of Directors’ Responsibilities 48
34
Schroders Capital Global Innovation Trust plc
Board of Directors
1
Shareholdings are as at 27 March 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 47.
Lamia Baker
Status: Independent non-executive
Director
Length of service: one year – appointed as
a Director in June 2023.
Experience: Lamia is currently managing
director UK of Dennemeyer & Co Limited,
aOposition she has held since 2019, as well as
Head of Commercial EMEA for Dennemeyer
Group a position held since 2022, a global
intellectual property service provider
(“Dennemeyer”). Before joining Dennemeyer,
Lamia was at Imperial Innovations Ltd,
focusing on commercialising Intellectual
Property through licensing activities and
startup formation. This position was
preceded by employment as a venture
capital seed investor in high-technology
startups in the UK and by various positions in
several technology startups in Boston, USA.
Lamia has over 25 years of experience in
business and technology. She is skilled in
intellectual property, sales, innovation,
entrepreneurship, venture capital investment
and fund representation on companies’
boards.
Contribution to the Board and its
Committees: Lamia’s background in
technology and venture capital seed
investment in addition to extensive
experience in business development enables
her to contribute to the portfolio analysis
and decision making of the Board.
Committee membership: Audit, Risk and
Valuation, Management Engagement,
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £33,744 per annum
Number of shares held: Nil
1
Tim Edwards
Status: Independent non-executive
Chair
Length of service: four years – appointed
as aODirector in February 2021 and Chair in
June 2021.
Experience: Tim is a Chartered Accountant
with a background in corporate nance and
venture investing. Previously, Tim was
aOmember of the governing Board of
InnovateUK, the UK’s innovation agency,
aOdirector of the UK Cell and Gene Therapy
Catapult and chair of the UK BioIndustry
Association. Tim is currently chair of Storm
Therapeutics Limited, EndLyz Therapeutics
Inc. and AstronauTX Limited, and Senisca
Limited. Tim has expertise in evaluating,
fund-raising, managing and exiting private
life science companies, with over 20 years
working as a chair.
Contribution to the Board and its
Committees: Tim’s extensive operational
and strategic experience enables him to
facilitate Board discussions and prioritise
strategic decisions.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £52,240 per annum
Number of shares held: 210,230
1
Board of Directors
1
Shareholdings are as at 27 March 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 47.
Lamia Baker
Status: Independent non-executive
Director
Length of service: one year – appointed as
a Director in June 2023.
Experience: Lamia is currently managing
director UK of Dennemeyer & Co Limited,
aOposition she has held since 2019, as well as
Head of Commercial EMEA for Dennemeyer
Group a position held since 2022, a global
intellectual property service provider
(“Dennemeyer”). Before joining Dennemeyer,
Lamia was at Imperial Innovations Ltd,
focusing on commercialising Intellectual
Property through licensing activities and
startup formation. This position was
preceded by employment as a venture
capital seed investor in high-technology
startups in the UK and by various positions in
several technology startups in Boston, USA.
Lamia has over 25 years of experience in
business and technology. She is skilled in
intellectual property, sales, innovation,
entrepreneurship, venture capital investment
and fund representation on companies’
boards.
Contribution to the Board and its
Committees: Lamia’s background in
technology and venture capital seed
investment in addition to extensive
experience in business development enables
her to contribute to the portfolio analysis
and decision making of the Board.
Committee membership: Audit, Risk and
Valuation, Management Engagement,
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £33,744 per annum
Number of shares held: Nil
1
Tim Edwards
Status: Independent non-executive
Chair
Length of service: four years – appointed
as aODirector in February 2021 and Chair in
June 2021.
Experience: Tim is a Chartered Accountant
with a background in corporate nance and
venture investing. Previously, Tim was
aOmember of the governing Board of
InnovateUK, the UK’s innovation agency,
aOdirector of the UK Cell and Gene Therapy
Catapult and chair of the UK BioIndustry
Association. Tim is currently chair of Storm
Therapeutics Limited, EndLyz Therapeutics
Inc. and AstronauTX Limited, and Senisca
Limited. Tim has expertise in evaluating,
fund-raising, managing and exiting private
life science companies, with over 20 years
working as a chair.
Contribution to the Board and its
Committees: Tim’s extensive operational
and strategic experience enables him to
facilitate Board discussions and prioritise
strategic decisions.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £52,240 per annum
Number of shares held: 210,230
1
Schroders Capital Global Innovation Trust plc
35
Other Information (Unaudited) Introduction Strategic Report Governance Financial
1
Shareholdings are as at 27 March 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 47.
Jane Tufnell
Status: Senior Independent
non-executive Director
Length of service: ve years – appointed as
aODirector in September 2019.
Experience: Jane spent the majority of her
career at RuHer Investment Management,
which she co-founded in 1994 and where
she worked until 2015. She is currently chair
of ICG Enterprise Trust PLC and Senior
Independent Director of Aberforth Geared
Value & Income Trust plc. Jane is a graduate
of the University of Cambridge.
Contribution to the Board and its
Committees: Jane‘s long standing
experience in the wealth management
sector is extremely valuable to the Board.
Her experience as a non-executive director
on other boards means she is well placed to
bring good business insight and market
experience to the Board in order to drive the
business forward.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees
(Chair of Management Engagement and
Nomination and Remuneration Committees).
Remuneration for the year ended
31 December 2024: £39,368 per annum
Number of shares held: 500,000
1
Stephen Cohen
Status: Independent non-executive
Director and Audit, Risk and
Valuation Committee Chair
Length of service: ve years – appointed as
aODirector in June 2019.
Experience: Stephen spent the bulk of his
career at Mercury Asset Management where
he led both investment teams and business
units. He has been actively involved with
open-end and closed-end funds, in multiple
jurisdictions, for over 30 years. He is
currently the chair of JPMorgan Japanese
Investment Trust plc. Stephen is also
aOCommissioner at the Civil Service
Commission and aOdirector of the Advanced
Research Invention Agency. Stephen is
aOgraduate of the University of Oxford.
Contribution to the Board and its
Committees: Stephen is an experienced
Board member with a strong history in
business development and fund
management as well as personal VC and
tech investing. His experience in sales and
marketing and close interest in ESG issues
contributes to the Company’s long-term
sustainable success.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £44,991 per annum
Number of shares held: 309,737
1
Other Information (Unaudited) Introduction Strategic Report Governance Financial
1
Shareholdings are as at 27 March 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 47.
Jane Tufnell
Status: Senior Independent
non-executive Director
Length of service: ve years – appointed as
aODirector in September 2019.
Experience: Jane spent the majority of her
career at RuHer Investment Management,
which she co-founded in 1994 and where
she worked until 2015. She is currently chair
of ICG Enterprise Trust PLC and Senior
Independent Director of Aberforth Geared
Value & Income Trust plc. Jane is a graduate
of the University of Cambridge.
Contribution to the Board and its
Committees: Jane‘s long standing
experience in the wealth management
sector is extremely valuable to the Board.
Her experience as a non-executive director
on other boards means she is well placed to
bring good business insight and market
experience to the Board in order to drive the
business forward.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees
(Chair of Management Engagement and
Nomination and Remuneration Committees).
Remuneration for the year ended
31 December 2024: £39,368 per annum
Number of shares held: 500,000
1
Stephen Cohen
Status: Independent non-executive
Director and Audit, Risk and
Valuation Committee Chair
Length of service: ve years – appointed as
aODirector in June 2019.
Experience: Stephen spent the bulk of his
career at Mercury Asset Management where
he led both investment teams and business
units. He has been actively involved with
open-end and closed-end funds, in multiple
jurisdictions, for over 30 years. He is
currently the chair of JPMorgan Japanese
Investment Trust plc. Stephen is also
aOCommissioner at the Civil Service
Commission and aOdirector of the Advanced
Research Invention Agency. Stephen is
aOgraduate of the University of Oxford.
Contribution to the Board and its
Committees: Stephen is an experienced
Board member with a strong history in
business development and fund
management as well as personal VC and
tech investing. His experience in sales and
marketing and close interest in ESG issues
contributes to the Company’s long-term
sustainable success.
Committee membership: Audit, Risk and
Valuation, Management Engagement and
Nomination and Remuneration Committees.
Remuneration for the year ended
31 December 2024: £44,991 per annum
Number of shares held: 309,737
1
36
Schroders Capital Global Innovation Trust plc
The Directors submit their annual report and nancial statements of
the Company for the year ended 31 December 2024.
Directors and officers
Chair
The Chair is an independent non-executive Director who is
responsible for leadership of the Board and ensuring its
eHectiveness in all aspects of its role. The Chair’s other signi cant
commitments are detailed on page 34. He has no con icting
relationships.
Senior Independent Director (“SID”)
The SID acts as a sounding board for the Chair, meets with major
shareholders as appropriate, provides a channel for any shareholder
concerns regarding the Chair and takes the lead in the annual
evaluation of the Chair by the independent Directors.
Company Secretary
Schroder Investment Management Limited (“SIM”) provides
company secretarial support to the Board and is responsible for
assisting the Chair with board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers. 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 in the
section on Information about the Company on page 82 or by email
to: amcompanysecretary@schroders.com.
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
“UKOCode”) issued by the Financial Reporting Council (“FRC”).
The Board has considered the principles and provisions of the
Association of Investment Companies (“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 speci c relevance to the Company.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the FRC,
provides more relevant information to shareholders.
The AIC Code is available on the AIC website (www.theaic.co.uk).
ItOincludes an explanation of how the AIC Code adopts the principles
and provisions set out in the UK Code to make them relevant for
investment companies.
The Board con rms that the Company has complied with the AIC
Code, in so far as they apply to the Company’s business, throughout
the year under review with the exception of establishing a separate
remuneration committee, which is undertaken by the Nomination
and Remuneration Committee as detailed on pages 43 and 44. As all
of the Company’s day-to-day management and administrative
functions are outsourced to third parties, it has no executive
directors, employees or internal operations and therefore has not
reported in respect of the following UK Code Provisions:
– the role of the executive directors and senior management;
– the need for an internal audit function; and
– executive directors’ remuneration.
Role and operation of the Board
The Board is the Company’s 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 seek 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, where applicable, acts within the parameters set by it in respect
of any gearing. The Business Review on pages 22 to 32 sets out
further details 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 speci cally reserved for decision by
the Board has been de ned and a procedure adopted for directors,
in the furtherance of their duties, to take independent professional
advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and nancial information in a timely manner and that
they are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal controls.
The Board 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.
Four board meetings are usually scheduled each year to deal with
matters including: the setting and monitoring of investment
strategy, approval of any borrowings and/or cash positions, review
of investment performance, the level of discount of the Company’s
shares to NAV, promotion of the Company, and services provided by
third parties. Additional meetings of the Board are arranged as
required.
The Board has approved a policy on Directors’ con icts of interest.
Under this policy, Directors are required to disclose all actual and
potential con icts of interest to the board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such con icts if deemed appropriate. No
directors have any connections with the Manager, shared
directorships with other directors or material interests in any
contract which is signi cant to the Company’s business.
Committees
In order to assist the Board in ful lling 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, is outlined
over the next few pages. The reports of the Audit, Risk and Valuation
Committee, Management Engagement Committee and Nomination
and Remuneration Committee are incorporated into and form part
of the Directors’ Report. Each committee’s eHectiveness was
assessed, and judged to be satisfactory, as part of the Board’s
annual review of the Board and its committees.
Directors’ Report
The Directors submit their annual report and nancial statements of
the Company for the year ended 31 December 2024.
Directors and officers
Chair
The Chair is an independent non-executive Director who is
responsible for leadership of the Board and ensuring its
eHectiveness in all aspects of its role. The Chair’s other signi cant
commitments are detailed on page 34. He has no con icting
relationships.
Senior Independent Director (“SID”)
The SID acts as a sounding board for the Chair, meets with major
shareholders as appropriate, provides a channel for any shareholder
concerns regarding the Chair and takes the lead in the annual
evaluation of the Chair by the independent Directors.
Company Secretary
Schroder Investment Management Limited (“SIM”) provides
company secretarial support to the Board and is responsible for
assisting the Chair with board meetings and advising the Board with
respect to governance. The Company Secretary also manages the
relationship with the Company’s service providers. 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 in the
section on Information about the Company on page 82 or by email
to: amcompanysecretary@schroders.com.
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
“UKOCode”) issued by the Financial Reporting Council (“FRC”).
The Board has considered the principles and provisions of the
Association of Investment Companies (“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 speci c relevance to the Company.
The Board considers that reporting against the principles and
provisions of the AIC Code, which has been endorsed by the FRC,
provides more relevant information to shareholders.
The AIC Code is available on the AIC website (www.theaic.co.uk).
ItOincludes an explanation of how the AIC Code adopts the principles
and provisions set out in the UK Code to make them relevant for
investment companies.
The Board con rms that the Company has complied with the AIC
Code, in so far as they apply to the Company’s business, throughout
the year under review with the exception of establishing a separate
remuneration committee, which is undertaken by the Nomination
and Remuneration Committee as detailed on pages 43 and 44. As all
of the Company’s day-to-day management and administrative
functions are outsourced to third parties, it has no executive
directors, employees or internal operations and therefore has not
reported in respect of the following UK Code Provisions:
– the role of the executive directors and senior management;
– the need for an internal audit function; and
– executive directors’ remuneration.
Role and operation of the Board
The Board is the Company’s 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 seek 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, where applicable, acts within the parameters set by it in respect
of any gearing. The Business Review on pages 22 to 32 sets out
further details 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 speci cally reserved for decision by
the Board has been de ned and a procedure adopted for directors,
in the furtherance of their duties, to take independent professional
advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and nancial information in a timely manner and that
they are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal controls.
The Board 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.
Four board meetings are usually scheduled each year to deal with
matters including: the setting and monitoring of investment
strategy, approval of any borrowings and/or cash positions, review
of investment performance, the level of discount of the Company’s
shares to NAV, promotion of the Company, and services provided by
third parties. Additional meetings of the Board are arranged as
required.
The Board has approved a policy on Directors’ con icts of interest.
Under this policy, Directors are required to disclose all actual and
potential con icts of interest to the board as they arise for
consideration and approval. The Board may impose restrictions or
refuse to authorise such con icts if deemed appropriate. No
directors have any connections with the Manager, shared
directorships with other directors or material interests in any
contract which is signi cant to the Company’s business.
Committees
In order to assist the Board in ful lling 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, is outlined
over the next few pages. The reports of the Audit, Risk and Valuation
Committee, Management Engagement Committee and Nomination
and Remuneration Committee are incorporated into and form part
of the Directors’ Report. Each committee’s eHectiveness was
assessed, and judged to be satisfactory, as part of the Board’s
annual review of the Board and its committees.
Directors’ Report
Directors’ attendance at meetings
The number of scheduled meetings of the Board and its
Committees held during the reporting period and the attendance of
individual Directors is shown below.
Audit, Nomination
Risk and Management and
Valuation Engagement Remuneration
Board Committee Committee Committee
Tim Edwards 4/4 4/4 1/1 1/1
Lamia Baker 4/4 4/4 1/1 1/1
Scott Brown 1
2/4 2/4 0/1 0/1
Stephen Cohen 4/4 4/4 1/1 1/1
Jane Tufnell 4/4 4/4 1/1 1/1
1
Mr Brown retired from the Board on 22 May 2024.
In addition to the scheduled quarterly Board meetings, the Board met once
during the year to review and focus on the Company’s strategy and on various
additional occasions for ad hoc business including decisions around the
strategic direction of the Company. In addition to the scheduled meeting the
Nomination and Remuneration Committee held one additional meeting
during the year to consider recruitment matters following Mr Brown’s
retirement. The Audit, Risk and Valuation Committee also met on additional
occasions to consider the Company’s quarterly NAVs. A quorum of Directors
was present for all additional meetings held.
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 de ned by the
AIFM Directive and, with eHect from 1 October 2022, has appointed
Schroders Unit Trusts Limited (“SUTL”) as the Alternative Investment
Fund Manager (“AIFM” or “Manager”). In accordance with the terms
of the AIFM agreement, which is governed by the laws of England
and Wales, the appointment 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. Details of the
amounts paid to SUTL are detailed in note 15 on page 66.
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
AIFM also provides general marketing support for the Company and
manages relationships with key investors, in conjunction with the
Chair, other Board members or the corporate broker as appropriate.
The Manager has delegated investment management services to
two wholly owned subsidiaries of Schroders plc, SIM and Schroders
Capital Management (Switzerland) AG (“Schroders Capital”). In
addition, accounting, administration and company secretarial
services have also been delegated to SIM, who has in turn
delegated certain accounting and administrative services to HSBC
Securities Services (UK) Limited. The AIFM has appropriate
professional indemnity cover in place.
The Schroders Group manages £778.7 billion (as at 31 December
2024) on behalf of institutional and retail investors, nancial
institutions and high net worth clients from around the world,
invested in aObroad range of asset classes across equities, xed
income, multi-asset and alternatives.
Fees payable to the Manager
Under the terms of the AIFM Agreement, aOquarterly management
fee is payable to the Investment Manager. The fee is calculated and
accrued daily based on the Company’s market capitalisation. The fee
is payable at a rate of the aggregate of 1.0% per annum of the
market capitalisation up to £600 million, and 0.8% per annum of
market capitalisation over £600 million.
The Manager is entitled to receive from the Company an annual fee
equal to £165,000 in respect of AIFM Services, paid quarterly in
arrears.
The Investment Manager is entitled to be reimbursed by the
Company for the fees of HSBC Securities Services (UK) Limited, who
have been appointed to provide certain accounting and
administrative services.
The Manager is entitled to receive a performance fee, calculated at
15% of any excess of the “Adjusted NAV per Share” above “Target
NAV per share”.
For the purpose of the above the following expressions shall have
the following meanings:
“Target NAV per Share” means (i) in respect of the Initial
Performance Period, 77p; or (ii) in respect of each subsequent
Performance Period, the Adjusted Closing NAV per Share plus 10%;
“Initial Performance Period” means the period which began on
13ODecember 2019 and ends on the nal day of the rst accounting
period after 31 December 2022 when the Adjusted NAV Per Share
on the nal day of such accounting period exceeds the Target NAV
per Share.
“Performance Period” means the Initial Performance Period and
each subsequent period commencing on the day following the nal
day of the previous Performance Period and ending on the nal day
of an accounting period where Adjusted NAV per Share exceeds
Target NAV per Share.
Details of all amounts payable to the Manager are set out in note 15
to the accounts on page 66.
The Board has reviewed the performance of the Manager for the
year under review. The Board is satis ed that the Manager has the
appropriate depth and quality of resource to deliver good returns
over the longer term and that the continued appointment of the
Manager on the terms agreed is in the best interest of the Company
and its shareholders.
Depositary
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority, carries out certain duties of a depositary speci ed in the
AIFM Directive including, in relation to the Company:
– safekeeping of the assets of the Company which are entrusted
to it;
– cash monitoring and verifying the Company’s cash ows; 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 o?ce when
aOnew depositary is appointed by the Company.
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.
Schroders Capital Global Innovation Trust plc 37
Other Information (Unaudited) Introduction Strategic Report Governance Financial
The number of scheduled meetings of the Board and its
Committees held during the reporting period and the attendance of
individual Directors is shown below.
Audit, Nomination
Risk and Management and
Valuation Engagement Remuneration
Board Committee Committee Committee
Tim Edwards 4/4 4/4 1/1 1/1
Lamia Baker 4/4 4/4 1/1 1/1
Scott Brown 1
2/4 2/4 0/1 0/1
Stephen Cohen 4/4 4/4 1/1 1/1
Jane Tufnell 4/4 4/4 1/1 1/1
1
Mr Brown retired from the Board on 22 May 2024.
In addition to the scheduled quarterly Board meetings, the Board met once
during the year to review and focus on the Company’s strategy and on various
additional occasions for ad hoc business including decisions around the
strategic direction of the Company. In addition to the scheduled meeting the
Nomination and Remuneration Committee held one additional meeting
during the year to consider recruitment matters following Mr Brown’s
retirement. The Audit, Risk and Valuation Committee also met on additional
occasions to consider the Company’s quarterly NAVs. A quorum of Directors
was present for all additional meetings held.
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 de ned by the
AIFM Directive and, with eHect from 1 October 2022, has appointed
Schroders Unit Trusts Limited (“SUTL”) as the Alternative Investment
Fund Manager (“AIFM” or “Manager”). In accordance with the terms
of the AIFM agreement, which is governed by the laws of England
and Wales, the appointment 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. Details of the
amounts paid to SUTL are detailed in note 15 on page 66.
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
AIFM also provides general marketing support for the Company and
manages relationships with key investors, in conjunction with the
Chair, other Board members or the corporate broker as appropriate.
The Manager has delegated investment management services to
two wholly owned subsidiaries of Schroders plc, SIM and Schroders
Capital Management (Switzerland) AG (“Schroders Capital”). In
addition, accounting, administration and company secretarial
services have also been delegated to SIM, who has in turn
delegated certain accounting and administrative services to HSBC
Securities Services (UK) Limited. The AIFM has appropriate
professional indemnity cover in place.
The Schroders Group manages £778.7 billion (as at 31 December
2024) on behalf of institutional and retail investors, nancial
institutions and high net worth clients from around the world,
invested in aObroad range of asset classes across equities, xed
income, multi-asset and alternatives.
Fees payable to the Manager
Under the terms of the AIFM Agreement, aOquarterly management
fee is payable to the Investment Manager. The fee is calculated and
accrued daily based on the Company’s market capitalisation. The fee
is payable at a rate of the aggregate of 1.0% per annum of the
market capitalisation up to £600 million, and 0.8% per annum of
market capitalisation over £600 million.
The Manager is entitled to receive from the Company an annual fee
equal to £165,000 in respect of AIFM Services, paid quarterly in
arrears.
The Investment Manager is entitled to be reimbursed by the
Company for the fees of HSBC Securities Services (UK) Limited, who
have been appointed to provide certain accounting and
administrative services.
The Manager is entitled to receive a performance fee, calculated at
15% of any excess of the “Adjusted NAV per Share” above “Target
NAV per share”.
For the purpose of the above the following expressions shall have
the following meanings:
“Target NAV per Share” means (i) in respect of the Initial
Performance Period, 77p; or (ii) in respect of each subsequent
Performance Period, the Adjusted Closing NAV per Share plus 10%;
“Initial Performance Period” means the period which began on
13ODecember 2019 and ends on the nal day of the rst accounting
period after 31 December 2022 when the Adjusted NAV Per Share
on the nal day of such accounting period exceeds the Target NAV
per Share.
“Performance Period” means the Initial Performance Period and
each subsequent period commencing on the day following the nal
day of the previous Performance Period and ending on the nal day
of an accounting period where Adjusted NAV per Share exceeds
Target NAV per Share.
Details of all amounts payable to the Manager are set out in note 15
to the accounts on page 66.
The Board has reviewed the performance of the Manager for the
year under review. The Board is satis ed that the Manager has the
appropriate depth and quality of resource to deliver good returns
over the longer term and that the continued appointment of the
Manager on the terms agreed is in the best interest of the Company
and its shareholders.
Depositary
HSBC Bank plc, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority, carries out certain duties of a depositary speci ed in the
AIFM Directive including, in relation to the Company:
– safekeeping of the assets of the Company which are entrusted
to it;
– cash monitoring and verifying the Company’s cash ows; 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 o?ce when
aOnew depositary is appointed by the Company.
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.
Schroders Capital Global Innovation Trust plc 37
Other Information (Unaudited) Introduction Strategic Report Governance Financial
38
Schroders Capital Global Innovation Trust plc
Share capital and substantial share interests
During the year under review the Company repurchased a total of
42,868,001Oshares for cancellation. As at 31ODecember 2024, the
Company had 814,492,025 ordinary shares of 1p in issue.
Since the year end, a further 5,909,126 shares have been
repurchased for cancellation and as at 27 March 2025, the Company
had 808,582,899 ordinary shares of 1p in issue. No shares are held
in treasury. Accordingly, the total number of voting rights in the
Company as at 27 March 2025 was 808,582,899. Details of changes
to the Company’s share capital during the year under review are
given in note 11 to the accounts. All shares in issue rank equally with
respect to voting, dividends and any distribution on winding up.
As at 31 December 2024, the Company has received noti cations in
accordance with the FCA Disclosure Guidance and Transparency
Rule 5.1.2R of the below interests in 3% or more of the voting rights
attaching to the Company’s issued share capital. The Company is
reliant on investors to comply with these regulations, and certain
investors may be exempted from providing these. As such, this
should not be relied on as an exhaustive list of shareholders holding
above 3% of the Company’s voting rights.
% of total
Number of voting
shares held
1
rights 1
City of London Investment Management
Company Ltd 121,581,316 14.82
Momentum Global Investment
Management Ltd 74,075,854 8.21
First Equity Limited 50,050,000 6.09
1
As at date of noti cation.
Following the year end and at the date of this report, City of London
Investment Management Company Ltd has advised that it holds
119,431,316 shares representing 14.77% of the Company’s total
voting rights. First Equity Limited also advised that it holds
56,280,000 shares representing 6.96% of the Company’s total
votingOrights.
Dividends
The Directors do not propose the payment of a dividend in respect
of the year ended 31 December 2024 (2023: nil).
Provision of information to the Auditor
The Directors at the date of approval of this report con rm that, so
far as each of them is aware, there is no relevant audit information
of which the Company’s Auditor is unaware; and each Director has
taken all the steps that he or she 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’ and Officers’ liability insurance
and indemnities
Directors’ and O?cers’ liability insurance cover was in place for the
Directors throughout the period. 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 judgment is given in their favour by the court. This
indemnity is a qualifying third party indemnity policy and was in
place throughout the year under review for each Director and to the
date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
27 March 2025
Directors’ Report
continued
Share capital and substantial share interests
During the year under review the Company repurchased a total of
42,868,001Oshares for cancellation. As at 31ODecember 2024, the
Company had 814,492,025 ordinary shares of 1p in issue.
Since the year end, a further 5,909,126 shares have been
repurchased for cancellation and as at 27 March 2025, the Company
had 808,582,899 ordinary shares of 1p in issue. No shares are held
in treasury. Accordingly, the total number of voting rights in the
Company as at 27 March 2025 was 808,582,899. Details of changes
to the Company’s share capital during the year under review are
given in note 11 to the accounts. All shares in issue rank equally with
respect to voting, dividends and any distribution on winding up.
As at 31 December 2024, the Company has received noti cations in
accordance with the FCA Disclosure Guidance and Transparency
Rule 5.1.2R of the below interests in 3% or more of the voting rights
attaching to the Company’s issued share capital. The Company is
reliant on investors to comply with these regulations, and certain
investors may be exempted from providing these. As such, this
should not be relied on as an exhaustive list of shareholders holding
above 3% of the Company’s voting rights.
% of total
Number of voting
shares held
1
rights 1
City of London Investment Management
Company Ltd 121,581,316 14.82
Momentum Global Investment
Management Ltd 74,075,854 8.21
First Equity Limited 50,050,000 6.09
1
As at date of noti cation.
Following the year end and at the date of this report, City of London
Investment Management Company Ltd has advised that it holds
119,431,316 shares representing 14.77% of the Company’s total
voting rights. First Equity Limited also advised that it holds
56,280,000 shares representing 6.96% of the Company’s total
votingOrights.
Dividends
The Directors do not propose the payment of a dividend in respect
of the year ended 31 December 2024 (2023: nil).
Provision of information to the Auditor
The Directors at the date of approval of this report con rm that, so
far as each of them is aware, there is no relevant audit information
of which the Company’s Auditor is unaware; and each Director has
taken all the steps that he or she 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’ and Officers’ liability insurance
and indemnities
Directors’ and O?cers’ liability insurance cover was in place for the
Directors throughout the period. 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 judgment is given in their favour by the court. This
indemnity is a qualifying third party indemnity policy and was in
place throughout the year under review for each Director and to the
date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
27 March 2025
Directors’ Report
continued
Schroders Capital Global Innovation Trust plc
39
Other Information (Unaudited) Introduction Strategic Report Governance Financial
The responsibilities and work carried out by the Audit, Risk and Valuation Committee during the year under review are set out in the following
report. The duties and responsibilities of the Committee, which include monitoring the integrity of the Company’s nancial reporting and
internal controls, are set out in further detail below, and may be found in the terms of reference which are set out on the Company’s web pages,
www.schroders.com/inov.
All Directors are members of the Committee. Stephen Cohen is the Chair of the Committee. The Board has satis ed itself that at least one of the
Committee’s members has recent and relevant nancial 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 Committee, but not its chair, provided that
they were independent upon appointment. Given the Board’s size, the Directors believe it is appropriate for the Chair of the Board, who was
independent on appointment, to remain a member of the Committee and continue to bene t from his experience and knowledge.
Approach
Risk management and Financial reports and valuation Audit
internal controls
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring
principal and emerging risks and
uncertainties of the Company, and an
explanation of how these are being
managed or mitigated.
The Committee is responsible for reviewing
the adequacy and eHectiveness of the
Company’s internal controls and the
whistleblowing procedures operated by the
AIFM and other services providers.
Financial statements
To monitor the integrity of the nancial
statements of the Company and any formal
announcements relating to the Company’s
nancial performance and valuation.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
Auditor.
Risk
management
Internal
controls
Review of
external
auditors and
their work
Half year
and annual
report
Accounting
policies and
judgements
Going concern and viability
To review the position and make
recommendations to the Board in relation to
whether it considers it appropriate or not to
adopt the going concern basis of accounting
in preparing its annual and half-year report
and nancial statements.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Auditor appointment, independence
and performance
To make recommendations to the Board,
inOrelation to the appointment,
re-appointment, eHectiveness, and any
non-audit services by the Auditor and
removal of the external Auditor. To review
their independence, and to approve their
remuneration and terms of engagement.
To review the audit plan and engagement
letter.
Audit, Risk and Valuation Committee Report
Other Information (Unaudited) Introduction Strategic Report Governance Financial
The responsibilities and work carried out by the Audit, Risk and Valuation Committee during the year under review are set out in the following
report. The duties and responsibilities of the Committee, which include monitoring the integrity of the Company’s nancial reporting and
internal controls, are set out in further detail below, and may be found in the terms of reference which are set out on the Company’s web pages,
www.schroders.com/inov.
All Directors are members of the Committee. Stephen Cohen is the Chair of the Committee. The Board has satis ed itself that at least one of the
Committee’s members has recent and relevant nancial 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 Committee, but not its chair, provided that
they were independent upon appointment. Given the Board’s size, the Directors believe it is appropriate for the Chair of the Board, who was
independent on appointment, to remain a member of the Committee and continue to bene t from his experience and knowledge.
Approach
Risk management and Financial reports and valuation Audit
internal controls
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring
principal and emerging risks and
uncertainties of the Company, and an
explanation of how these are being
managed or mitigated.
The Committee is responsible for reviewing
the adequacy and eHectiveness of the
Company’s internal controls and the
whistleblowing procedures operated by the
AIFM and other services providers.
Financial statements
To monitor the integrity of the nancial
statements of the Company and any formal
announcements relating to the Company’s
nancial performance and valuation.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
Auditor.
Risk
management
Internal
controls
Review of
external
auditors and
their work
Half year
and annual
report
Accounting
policies and
judgements
Going concern and viability
To review the position and make
recommendations to the Board in relation to
whether it considers it appropriate or not to
adopt the going concern basis of accounting
in preparing its annual and half-year report
and nancial statements.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Auditor appointment, independence
and performance
To make recommendations to the Board,
inOrelation to the appointment,
re-appointment, eHectiveness, and any
non-audit services by the Auditor and
removal of the external Auditor. To review
their independence, and to approve their
remuneration and terms of engagement.
To review the audit plan and engagement
letter.
Audit, Risk and Valuation Committee Report
40
Schroders Capital Global Innovation Trust plc
Audit, Risk and Valuation Committee Report
continued
The Committee had four scheduled meetings during the year under review with additional meetings scheduled to review the quarterly NAV. The
table below 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 37. Signi cant issues identi ed during the year under review and key matters communicated by
the Auditor during its reporting are included below.
Application during the year
Risk management and Financial reports and valuation Audit
internal controls
Meetings with the Auditor
The Auditor attended meetings to present
their audit plan and the ndings of the
audit. Prior to attending the meeting the
Audit Partner met with the Audit Chair to
discuss in advance.
The Committee met the Auditor without
representatives of the Manager present.
Effectiveness of the independent audit
process and Auditor performance
Evaluated the eHectiveness of the
independent audit rm and process.
Evaluated the Auditor’s performance
against agreed criteria including:
quali cation; knowledge, expertise and
resources; independence policies;
eHectiveness of audit planning; adherence
to auditing standards; and overall
competence was considered, alongside
feedback from the Manager on the audit
process. Professional scepticism of the
Auditor was questioned and the Committee
was satis ed with the Auditor’s replies.
Valuation and existence of holdings
The Company’s assets are principally invested
in quoted and unquoted equities. 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. The Committee notes
that quoted investments are valued using
stock exchange prices provided by third-party
nancial data vendors, unless trading volume
would indicate that price is not a reliable
valuation. In such cases, the asset will be
subject to fair value as if it were an unquoted
holding.
In respect of the unquoted holdings, at
quarterly meetings the Committee reviews
aOreport on the revaluations undertaken on
the unquoted holdings during the period
and challenges the considerations and key
assumptions made where appropriate, to
ensure that the valuations are reliable.
During the year under review, the Committee
has also reviewed the process in place to
ensure the accurate valuation of unquoted
holdings on an ongoing basis.
The Committee has also considered the work
of the AIFM’s Fair Value Pricing Committee,
which takes inputs from the Investment
Manager and Kroll who acts as independent
valuation adviser, which considers the pricing
of the unquoted holdings on a case-by-case
basis.
Principal and emerging risks and
uncertainties
Reviewed the principal and emerging risks
and uncertainties faced by the Company
together with the systems, processes and
oversight in place to manage and mitigate
them, particularly in light of any new risk
associated with the managed wind-down of
the Company.
Service provider controls
Consideration of the operational controls
reports issued on the Manager, depositary
and registrar.
Auditor independence
Ernst & Young LLP has provided audit
services to the Company since it was
appointed on 21 June 2023. This is the
secondOyear that Ernst & Young LLP will be
undertaking the Company’s audit.
The Auditor is required to rotate the senior
statutory auditor every ve years. This is
the second year that the senior statutory
auditor, Denise Davidson, has conducted
the audit of the Company’s nancial
statements.
There are no contractual obligations
restricting the choice of external auditor.
The Committee was satis ed that there
were no circumstances that aHected the
independence or objectivity of the Auditor.
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.
Internal controls and risk management
Consideration of several key aspects of
internal control and risk management
operating within the Manager, depositary
and registrar, including assurance reports
and presentations on these controls.
Audit, Risk and Valuation Committee Report
continued
The Committee had four scheduled meetings during the year under review with additional meetings scheduled to review the quarterly NAV. The
table below 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 37. Signi cant issues identi ed during the year under review and key matters communicated by
the Auditor during its reporting are included below.
Application during the year
Risk management and Financial reports and valuation Audit
internal controls
Meetings with the Auditor
The Auditor attended meetings to present
their audit plan and the ndings of the
audit. Prior to attending the meeting the
Audit Partner met with the Audit Chair to
discuss in advance.
The Committee met the Auditor without
representatives of the Manager present.
Effectiveness of the independent audit
process and Auditor performance
Evaluated the eHectiveness of the
independent audit rm and process.
Evaluated the Auditor’s performance
against agreed criteria including:
quali cation; knowledge, expertise and
resources; independence policies;
eHectiveness of audit planning; adherence
to auditing standards; and overall
competence was considered, alongside
feedback from the Manager on the audit
process. Professional scepticism of the
Auditor was questioned and the Committee
was satis ed with the Auditor’s replies.
Valuation and existence of holdings
The Company’s assets are principally invested
in quoted and unquoted equities. 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. The Committee notes
that quoted investments are valued using
stock exchange prices provided by third-party
nancial data vendors, unless trading volume
would indicate that price is not a reliable
valuation. In such cases, the asset will be
subject to fair value as if it were an unquoted
holding.
In respect of the unquoted holdings, at
quarterly meetings the Committee reviews
aOreport on the revaluations undertaken on
the unquoted holdings during the period
and challenges the considerations and key
assumptions made where appropriate, to
ensure that the valuations are reliable.
During the year under review, the Committee
has also reviewed the process in place to
ensure the accurate valuation of unquoted
holdings on an ongoing basis.
The Committee has also considered the work
of the AIFM’s Fair Value Pricing Committee,
which takes inputs from the Investment
Manager and Kroll who acts as independent
valuation adviser, which considers the pricing
of the unquoted holdings on a case-by-case
basis.
Principal and emerging risks and
uncertainties
Reviewed the principal and emerging risks
and uncertainties faced by the Company
together with the systems, processes and
oversight in place to manage and mitigate
them, particularly in light of any new risk
associated with the managed wind-down of
the Company.
Service provider controls
Consideration of the operational controls
reports issued on the Manager, depositary
and registrar.
Auditor independence
Ernst & Young LLP has provided audit
services to the Company since it was
appointed on 21 June 2023. This is the
secondOyear that Ernst & Young LLP will be
undertaking the Company’s audit.
The Auditor is required to rotate the senior
statutory auditor every ve years. This is
the second year that the senior statutory
auditor, Denise Davidson, has conducted
the audit of the Company’s nancial
statements.
There are no contractual obligations
restricting the choice of external auditor.
The Committee was satis ed that there
were no circumstances that aHected the
independence or objectivity of the Auditor.
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.
Internal controls and risk management
Consideration of several key aspects of
internal control and risk management
operating within the Manager, depositary
and registrar, including assurance reports
and presentations on these controls.
Schroders Capital Global Innovation Trust plc
41
Other Information (Unaudited) Introduction Strategic Report Governance Financial
Risk management and Financial reports and valuation Audit
internal controls
Stephen Cohen
Audit, Risk and Valuation Committee Chair
27 March 2025
Compliance with the investment trust
qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
con rming compliance.
Overall accuracy of the report and
accounts
Consideration of the annual report and
nancial statements and the letter from the
Manager in support of the letter of
representation to the Auditor.
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.
Fair, balanced and understandable
Reviewed the annual report and nancial
statements to advise the Board whether it
was fair, balanced and understandable.
Reviewed whether performance measures
were re ective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses and
that the annual report and nancial
statements, taken as a whole was consistent
with the Board’s view of the operation of the
Company.
Provision of non-audit services by the
Auditor
Reviewed the FRC’s Guidance on Audit
Committees and has formulated a policy on
the provision of non-audit services by the
Company’s Auditor. The Committee has
determined that the Company’s appointed
Auditor will not be considered for the
provision of certain non-audit services, such
as accounting and preparation of the
nancial 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
under review.
Going concern and viability
Reviewed the impact of risks on going
concern and longer-term viability, as
described further on page 32.
Consent to continue as Auditor
Ernst & Young LLP indicated to the
Committee its willingness to continue
toOactOas Auditor.
Recommendations made to, and approved by, the Board:
• The Committee recommended that the Board approve the quarterly valuations, the half year report and the annual report and
financial statements.
• As a result of the work performed, the Committee has concluded that the annual report and financial statements for the year ended
31 December 2024, 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 48.
• Having reviewed the performance of the Auditor as described above, the Committee considered it appropriate to recommend the
Auditor’s re-appointment. Resolutions to re-appoint Ernst & Young LLP as Auditor to the Company, and to authorise the Directors to
determine their remuneration will be proposed at the forthcoming AGM.
Other Information (Unaudited) Introduction Strategic Report Governance Financial
Risk management and Financial reports and valuation Audit
internal controls
Stephen Cohen
Audit, Risk and Valuation Committee Chair
27 March 2025
Compliance with the investment trust
qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
con rming compliance.
Overall accuracy of the report and
accounts
Consideration of the annual report and
nancial statements and the letter from the
Manager in support of the letter of
representation to the Auditor.
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.
Fair, balanced and understandable
Reviewed the annual report and nancial
statements to advise the Board whether it
was fair, balanced and understandable.
Reviewed whether performance measures
were re ective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses and
that the annual report and nancial
statements, taken as a whole was consistent
with the Board’s view of the operation of the
Company.
Provision of non-audit services by the
Auditor
Reviewed the FRC’s Guidance on Audit
Committees and has formulated a policy on
the provision of non-audit services by the
Company’s Auditor. The Committee has
determined that the Company’s appointed
Auditor will not be considered for the
provision of certain non-audit services, such
as accounting and preparation of the
nancial 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
under review.
Going concern and viability
Reviewed the impact of risks on going
concern and longer-term viability, as
described further on page 32.
Consent to continue as Auditor
Ernst & Young LLP indicated to the
Committee its willingness to continue
toOactOas Auditor.
Recommendations made to, and approved by, the Board:
• The Committee recommended that the Board approve the quarterly valuations, the half year report and the annual report and
financial statements.
• As a result of the work performed, the Committee has concluded that the annual report and financial statements for the year ended
31 December 2024, 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 48.
• Having reviewed the performance of the Auditor as described above, the Committee considered it appropriate to recommend the
Auditor’s re-appointment. Resolutions to re-appoint Ernst & Young LLP as Auditor to the Company, and to authorise the Directors to
determine their remuneration will be proposed at the forthcoming AGM.
42
Schroders Capital Global Innovation Trust plc
Management Engagement Committee Report
The Management Engagement Committee is responsible for (1) the monitoring and oversight of the Investment Manager and Manager’s
performance and fees, and con rming the Investment Manager and 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. Jane Tufnell is the Chair of the
Committee. Its terms of reference are available on the Company’s web pages, www.schroders.com/inov.
Approach
Oversight of the Manager Oversight of other service providers
Application during the year
The Committee:
• reviews the Investment Manager and Manager’s performance,
over the short and long term, against a peer group and the
market;
• considers the reporting it has received from the Investment
Manager and Manager throughout the reporting period, and
the reporting from the Investment Manager to the
shareholders;
• assesses management fees including the performance fee on
an absolute and relative basis, receiving input from the
Company’s broker, including peer group and industry gures, as
well as the structure of the fees;
• reviews the appropriateness of the Manager’s contract,
including terms such as notice period; and
• assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
• Depositary and custodian;
• Corporate broker; and
• Registrar.
The Committee receives a report from the Company Secretary on
ancillary service providers, and considers any recommendations.
The Committee notes the Audit, Risk and Valuation Committee’s
review of the Auditor.
The Committee undertook a review of the Investment Manager
and 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,
including the fee structure and agreed they remain t for
purpose.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit, Risk and Valuation
Committee had undertaken an evaluation of the internal controls
of the Manager, registrar, depositary and custodian.
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 Company’s service providers’ performance remained satisfactory.
Management Engagement Committee Report
The Management Engagement Committee is responsible for (1) the monitoring and oversight of the Investment Manager and Manager’s
performance and fees, and con rming the Investment Manager and 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. Jane Tufnell is the Chair of the
Committee. Its terms of reference are available on the Company’s web pages, www.schroders.com/inov.
Approach
Oversight of the Manager Oversight of other service providers
Application during the year
The Committee:
• reviews the Investment Manager and Manager’s performance,
over the short and long term, against a peer group and the
market;
• considers the reporting it has received from the Investment
Manager and Manager throughout the reporting period, and
the reporting from the Investment Manager to the
shareholders;
• assesses management fees including the performance fee on
an absolute and relative basis, receiving input from the
Company’s broker, including peer group and industry gures, as
well as the structure of the fees;
• reviews the appropriateness of the Manager’s contract,
including terms such as notice period; and
• assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
• Depositary and custodian;
• Corporate broker; and
• Registrar.
The Committee receives a report from the Company Secretary on
ancillary service providers, and considers any recommendations.
The Committee notes the Audit, Risk and Valuation Committee’s
review of the Auditor.
The Committee undertook a review of the Investment Manager
and 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,
including the fee structure and agreed they remain t for
purpose.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit, Risk and Valuation
Committee had undertaken an evaluation of the internal controls
of the Manager, registrar, depositary and custodian.
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 Company’s service providers’ performance remained satisfactory.
Schroders Capital Global Innovation Trust plc
43
Other Information (Unaudited) Introduction Strategic Report Governance Financial
The Nomination and Remuneration Committee is responsible for: (1) the recruitment, selection and induction of Directors; (2) their assessment
during their tenure; (3) Directors’ fees; and (4) the Board’s succession. All Directors are members of the Committee. Jane Tufnell is the Chair of
the Committee. Its terms of reference are available on the Company’s web pages, www.schroders.com/inov.
Oversight of Directors
Approach
Selection and induction Board evaluation and Directors’ fees Succession
Application during the year (see overleaf)
Selection Induction
Application
of succession
policy
Annual
review of
succession
policy
Annual
evaluation
Review of
Directors’
fees
• Committee prepares a job speci cation
for each role, and considers the use of an
independent recruitment rm. For the
Chair and the Chairs of the Committees,
the Committee considers current Board
members too.
• Job speci cation outlines the knowledge,
professional skills, personal qualities and
experience requirements.
• Potential candidates assessed against
the Company’s 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.
• Committee assesses each Director
annually, and considers if an external
evaluation is appropriate.
• Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
aOvaluable contribution to the Board
during the reporting period, taking into
account time commitment, independence,
con icts 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
discussed and reported to shareholders.
• Taking into consideration diversity and
the need for regular refreshment, the
Board’s policy is that Directors’ tenure,
including the Chair of the Board, 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 identi ed the
Committee will initiate the selection
process, however this is not anticipated
given the current status of the Company.
• Committee oversees the handover
process for retiring Directors.
Nomination and Remuneration Committee Report
Other Information (Unaudited) Introduction Strategic Report Governance Financial
The Nomination and Remuneration Committee is responsible for: (1) the recruitment, selection and induction of Directors; (2) their assessment
during their tenure; (3) Directors’ fees; and (4) the Board’s succession. All Directors are members of the Committee. Jane Tufnell is the Chair of
the Committee. Its terms of reference are available on the Company’s web pages, www.schroders.com/inov.
Oversight of Directors
Approach
Selection and induction Board evaluation and Directors’ fees Succession
Application during the year (see overleaf)
Selection Induction
Application
of succession
policy
Annual
review of
succession
policy
Annual
evaluation
Review of
Directors’
fees
• Committee prepares a job speci cation
for each role, and considers the use of an
independent recruitment rm. For the
Chair and the Chairs of the Committees,
the Committee considers current Board
members too.
• Job speci cation outlines the knowledge,
professional skills, personal qualities and
experience requirements.
• Potential candidates assessed against
the Company’s 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.
• Committee assesses each Director
annually, and considers if an external
evaluation is appropriate.
• Evaluation focuses on whether each
Director continues to demonstrate
commitment to their role and provides
aOvaluable contribution to the Board
during the reporting period, taking into
account time commitment, independence,
con icts 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
discussed and reported to shareholders.
• Taking into consideration diversity and
the need for regular refreshment, the
Board’s policy is that Directors’ tenure,
including the Chair of the Board, 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 identi ed the
Committee will initiate the selection
process, however this is not anticipated
given the current status of the Company.
• Committee oversees the handover
process for retiring Directors.
Nomination and Remuneration Committee Report
44
Schroders Capital Global Innovation Trust plc
Nomination and Remuneration Committee Report
continued
Selection and induction Board evaluation and Directors’ fees Succession
• The annual Board evaluation, including
evaluation of its Committees, was
undertaken in November 2024 and
concluded that the Board and its
Committees functioned well, with the right
balance of membership, skills and
experience.. For the year under review, the
evaluation was undertaken internally by
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 pro t roles, to ensure that each
Director remained free from con ict and
had su?cient time available to discharge
each of their duties eHectively. The
Committee was also mindful of the
concept of ‘overboarding’ and considered
the time, nature and complexity of each
Directors’ other roles and concluded that it
does not believe that any of the Directors
are currently overboarded. All Directors
were considered to be independent in
character and judgement. The Committee
reviews this information annually.
• 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 34 and 35.
• Based on its assessment, the Committee
provided individual recommendations for
each Director’s re-election, with the
exception of Lamia Baker, who in light of
the managed wind-down, has agreed to
step down and will not seek re-election.
• The Committee reviewed Directors’ fees,
using external benchmarking, and
recommended that Directors’ fees should
remained unchanged for the period to
31ODecember 2025. Further details are
provided in the Directors’ Remuneration
Report.
• The Committee believes it is important
for the Board to have the appropriate
skills and diversity and has reviewed
composition and succession plans with
these in mind.
• The Committee reviewed the succession
policy noting that, given the current
status of the Company, it was unlikely
that any further director recruitment
would be required.
Recommendations made to, and approved by, the Board:
• That all Directors continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the
Board, remuneration of the Directors remains appropriate and Directors remain free from conflicts with the Company and its
Directors contribute to the long-term sustainable success of the Company, and save for Lamia Baker who will be stepping down,
should all be recommended for re-election by shareholders at the AGM.
• The Director’s Remuneration Report and Remuneration Policy be put to shareholders as ordinary resolutions at the forthcoming AGM.
• That the Director's fees remained unchanged for the forthcoming financial year.
Nomination and Remuneration Committee Report
continued
Selection and induction Board evaluation and Directors’ fees Succession
• The annual Board evaluation, including
evaluation of its Committees, was
undertaken in November 2024 and
concluded that the Board and its
Committees functioned well, with the right
balance of membership, skills and
experience.. For the year under review, the
evaluation was undertaken internally by
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 pro t roles, to ensure that each
Director remained free from con ict and
had su?cient time available to discharge
each of their duties eHectively. The
Committee was also mindful of the
concept of ‘overboarding’ and considered
the time, nature and complexity of each
Directors’ other roles and concluded that it
does not believe that any of the Directors
are currently overboarded. All Directors
were considered to be independent in
character and judgement. The Committee
reviews this information annually.
• 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 34 and 35.
• Based on its assessment, the Committee
provided individual recommendations for
each Director’s re-election, with the
exception of Lamia Baker, who in light of
the managed wind-down, has agreed to
step down and will not seek re-election.
• The Committee reviewed Directors’ fees,
using external benchmarking, and
recommended that Directors’ fees should
remained unchanged for the period to
31ODecember 2025. Further details are
provided in the Directors’ Remuneration
Report.
• The Committee believes it is important
for the Board to have the appropriate
skills and diversity and has reviewed
composition and succession plans with
these in mind.
• The Committee reviewed the succession
policy noting that, given the current
status of the Company, it was unlikely
that any further director recruitment
would be required.
Recommendations made to, and approved by, the Board:
• That all Directors continue to demonstrate commitment to their roles, provide a valuable contribution to the deliberations of the
Board, remuneration of the Directors remains appropriate and Directors remain free from conflicts with the Company and its
Directors contribute to the long-term sustainable success of the Company, and save for Lamia Baker who will be stepping down,
should all be recommended for re-election by shareholders at the AGM.
• The Director’s Remuneration Report and Remuneration Policy be put to shareholders as ordinary resolutions at the forthcoming AGM.
• That the Director's fees remained unchanged for the forthcoming financial year.
Schroders Capital Global Innovation Trust plc
45
Other Information (Unaudited) Introduction Strategic Report Governance Financial
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 forthcoming AGM and the current policy provisions will apply until
that date. An ordinary resolution to approve the Directors’
remuneration policy will be put to shareholders at the AGM (no
changes are proposed). The Directors’ report on remuneration, set
out below, 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 18 May 2022, 99.74% of the votes cast in respect
of approval of the Directors’ Remuneration Policy were in favour, while
0.26% were against and 258,195 votes were withheld.
At the AGM held on 22 May 2024, 99.44% of the votes cast in respect
of approval of the Directors’ Remuneration Report for the year ended
31ODecember 2023 were in favour, while 0.56% were against and
602,565 votes were withheld.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with by the
Board and the Nomination and Remuneration Committee.
It is the Board’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
ful l in respect of Board and Committee responsibilities, and time
committed to the Company’s aHairs, taking into account the
aggregate limit of fees set out in the Company’s articles of
association. This aggregate level of Directors’ fees is currently set at
£500,000 per nancial year and any increase in this level requires
approval by the Board and the Company’s shareholders.
The Chair of the Board, the Chair of the Audit, Risk and Valuation
Committee and the Senior Independent Director each receive fees at
a higher rate than the other Directors to re ect their additional
responsibilities. Directors’ fees are set at a level to recruit and retain
individuals of su?cient calibre, with the level of knowledge,
experience and expertise necessary, and to promote the success of
the Company in reaching its short and long-term strategic objectives.
The Board and its Committees exclusively comprise of non-executive
Directors. No Director past or present has an entitlement to
aOpension from the Company 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 o?ce.
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 and in
accordance with the Company’s articles of association. 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 the Directors’ letters of appointment are available for
inspection at the Company’s registered o?ce 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
remuneration 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
remuneration 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, in ation, as well as industry norms and factors aHecting
the time commitment expected of the Directors. New Directors are
subject to the provisions set out in this remuneration policy.
Directors’ Remuneration Report
Other Information (Unaudited) Introduction Strategic Report Governance Financial
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 forthcoming AGM and the current policy provisions will apply until
that date. An ordinary resolution to approve the Directors’
remuneration policy will be put to shareholders at the AGM (no
changes are proposed). The Directors’ report on remuneration, set
out below, 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 18 May 2022, 99.74% of the votes cast in respect
of approval of the Directors’ Remuneration Policy were in favour, while
0.26% were against and 258,195 votes were withheld.
At the AGM held on 22 May 2024, 99.44% of the votes cast in respect
of approval of the Directors’ Remuneration Report for the year ended
31ODecember 2023 were in favour, while 0.56% were against and
602,565 votes were withheld.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with by the
Board and the Nomination and Remuneration Committee.
It is the Board’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
ful l in respect of Board and Committee responsibilities, and time
committed to the Company’s aHairs, taking into account the
aggregate limit of fees set out in the Company’s articles of
association. This aggregate level of Directors’ fees is currently set at
£500,000 per nancial year and any increase in this level requires
approval by the Board and the Company’s shareholders.
The Chair of the Board, the Chair of the Audit, Risk and Valuation
Committee and the Senior Independent Director each receive fees at
a higher rate than the other Directors to re ect their additional
responsibilities. Directors’ fees are set at a level to recruit and retain
individuals of su?cient calibre, with the level of knowledge,
experience and expertise necessary, and to promote the success of
the Company in reaching its short and long-term strategic objectives.
The Board and its Committees exclusively comprise of non-executive
Directors. No Director past or present has an entitlement to
aOpension from the Company 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 o?ce.
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 and in
accordance with the Company’s articles of association. 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 the Directors’ letters of appointment are available for
inspection at the Company’s registered o?ce 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
remuneration 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
remuneration 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, in ation, as well as industry norms and factors aHecting
the time commitment expected of the Directors. New Directors are
subject to the provisions set out in this remuneration policy.
Directors’ Remuneration Report
46
Schroders Capital Global Innovation Trust plc
Directors’ Remuneration Report
continued
Directors’ report on remuneration
This report sets out how the remuneration policy was implemented during the year ended 31 December 2024.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 December 2024 and the
preceding nancial year. Directors’ remuneration is all xed; they do not receive any variable remuneration. The performance of the Company
over the nancial year is presented on page 1, under the heading “Performance Summary”.
Change in annual fee over years
Fees ended 31 December
2024 2023 2024 2023 2022 2021 2020
Director £ £ % % % % %
Tim Edwards (Chair) 52,240 49,752 5.0 4.6 38.8
1
N/A N/A
Raymond Abbott 2
N/A 17,956 N/A (41.7) 2.6 N/A N/A
Lamia Baker 3
33,744 16,159 108.8 N/A N/A N/A N/A
Scott Brown 4
13,325 32,137 (58.5) 4.4 2.6 N/A N/A
Stephen Cohen 44,991 42,849 5.0 4.4 2.6 (20.0)
4
24.0
Jane Tufnell 39,368 37,493 5.0 4.4 2.6 N/A N/A
183,668 196,346
1
Appointed as a Director on 26 February 2021. Appointed Chair on 4 June 2021.
2
Retired as a Director on 21 June 2023.
3
Appointed as a Director on 22 June 2023.
4
Retired as a Director on 22 May 2024.
N/A
Directors were not appointed during these periods.
The Directors’ fees in the above table have been audited.
Consideration of matters relating to Directors’ remuneration
Directors’ remuneration was last reviewed by the Nomination and Remuneration Committee and the Board in November 2024. The members of
the Board at the time that remuneration levels were considered are as set out on pages 34 and 35.
Although no external advice was sought in considering the levels of Directors’ fees, information on fees paid to Directors of other investment
companies managed by Schroders, peer group companies and the latest in ation rates was taken into consideration together with independent
third party research.
It was agreed that Director fees would remain unchanged for the upcoming nancial year.
The maximum level of fees payable, in aggregate, to the Directors of the Company is currently £500,000 per annum.
Distributions to shareholders vs Directors’ remuneration
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review and the
prior year. In considering these gures, shareholders should take into account the Company’s investment objective.
Year ended Year ended
31 December 31 December
2024 2023 %
£’000 £’000 Change
Remuneration payable to Directors 184 196 (6.1)
Distributions paid to shareholders
– Dividends paid during the year – – –
– Share buybacks 5,286 7,060 (25.1)
Total distributions paid to shareholders 5,286 7,060 (25.1)
Directors’ Remuneration Report
continued
Directors’ report on remuneration
This report sets out how the remuneration policy was implemented during the year ended 31 December 2024.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 December 2024 and the
preceding nancial year. Directors’ remuneration is all xed; they do not receive any variable remuneration. The performance of the Company
over the nancial year is presented on page 1, under the heading “Performance Summary”.
Change in annual fee over years
Fees ended 31 December
2024 2023 2024 2023 2022 2021 2020
Director £ £ % % % % %
Tim Edwards (Chair) 52,240 49,752 5.0 4.6 38.8
1
N/A N/A
Raymond Abbott 2
N/A 17,956 N/A (41.7) 2.6 N/A N/A
Lamia Baker 3
33,744 16,159 108.8 N/A N/A N/A N/A
Scott Brown 4
13,325 32,137 (58.5) 4.4 2.6 N/A N/A
Stephen Cohen 44,991 42,849 5.0 4.4 2.6 (20.0)
4
24.0
Jane Tufnell 39,368 37,493 5.0 4.4 2.6 N/A N/A
183,668 196,346
1
Appointed as a Director on 26 February 2021. Appointed Chair on 4 June 2021.
2
Retired as a Director on 21 June 2023.
3
Appointed as a Director on 22 June 2023.
4
Retired as a Director on 22 May 2024.
N/A
Directors were not appointed during these periods.
The Directors’ fees in the above table have been audited.
Consideration of matters relating to Directors’ remuneration
Directors’ remuneration was last reviewed by the Nomination and Remuneration Committee and the Board in November 2024. The members of
the Board at the time that remuneration levels were considered are as set out on pages 34 and 35.
Although no external advice was sought in considering the levels of Directors’ fees, information on fees paid to Directors of other investment
companies managed by Schroders, peer group companies and the latest in ation rates was taken into consideration together with independent
third party research.
It was agreed that Director fees would remain unchanged for the upcoming nancial year.
The maximum level of fees payable, in aggregate, to the Directors of the Company is currently £500,000 per annum.
Distributions to shareholders vs Directors’ remuneration
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review and the
prior year. In considering these gures, shareholders should take into account the Company’s investment objective.
Year ended Year ended
31 December 31 December
2024 2023 %
£’000 £’000 Change
Remuneration payable to Directors 184 196 (6.1)
Distributions paid to shareholders
– Dividends paid during the year – – –
– Share buybacks 5,286 7,060 (25.1)
Total distributions paid to shareholders 5,286 7,060 (25.1)
Schroders Capital Global Innovation Trust plc
47
Other Information (Unaudited) Introduction Strategic Report Governance Financial
Performance graph since 21 April 2015 (launch date)
Share price total return versus FTSE All-Share Index total return for the period from 21 April 2015 to 31 December 2024.
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 21 April 2015.
Directors’ share interests
The Company’s 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 nancial year under review, are set out below.
At 31 December At 1 January
2024
1
2024
1
Tim Edwards 210,230 210,230
Lamia Baker Nil Nil
Scott Brown N/A
2
78,269
Stephen Cohen 309,737 309,737
Jane Tufnell 500,000 500,000
1
Ordinary shares of 1p each.
2
Mr Brown retired from the Board on 22 May 2024.
Since the year ended 31 December 2024, there have been no noti ed changes to Directors’ interests in the shares of the Company.
The information in the above table has been audited.
On behalf of the Board
Jane Tufnell
Senior Independent Director
27 March 2025
31-Dec-24
31-Dec-23
31-Dec-22
31-Dec-21
31-Dec-20
31-Dec-19
31-Dec-18
31-Dec-17
31-Dec-16
31-Dec-15
21-Apr-15
FTSE All-Share Index Share price total return
0
25
50
75
100
125
150
175
Other Information (Unaudited) Introduction Strategic Report Governance Financial
Performance graph since 21 April 2015 (launch date)
Share price total return versus FTSE All-Share Index total return for the period from 21 April 2015 to 31 December 2024.
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 21 April 2015.
Directors’ share interests
The Company’s 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 nancial year under review, are set out below.
At 31 December At 1 January
2024
1
2024
1
Tim Edwards 210,230 210,230
Lamia Baker Nil Nil
Scott Brown N/A
2
78,269
Stephen Cohen 309,737 309,737
Jane Tufnell 500,000 500,000
1
Ordinary shares of 1p each.
2
Mr Brown retired from the Board on 22 May 2024.
Since the year ended 31 December 2024, there have been no noti ed changes to Directors’ interests in the shares of the Company.
The information in the above table has been audited.
On behalf of the Board
Jane Tufnell
Senior Independent Director
27 March 2025
31-Dec-24
31-Dec-23
31-Dec-22
31-Dec-21
31-Dec-20
31-Dec-19
31-Dec-18
31-Dec-17
31-Dec-16
31-Dec-15
21-Apr-15
FTSE All-Share Index Share price total return
0
25
50
75
100
125
150
175
48
Schroders Capital Global Innovation Trust plc
Statement of Directors’ Responsibilities
Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
nancial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare nancial statements
for each nancial year. Under that law the Directors have elected to
prepare the nancial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising Financial Reporting Standard (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 nancial statements unless they are satis ed that
they give a true and fair view of the state of aHairs of the Company
and of the return or loss of the Company for that period. In preparing
these nancial statements, the Directors are required to:
– select suitable accounting policies and then apply them
consistently;
– make judgements and accounting estimates that are reasonable
and prudent;
– state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the nancial statements; and
– prepare the nancial statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in
business. For the reasons stated in the Strategic Report and
NoteO1(a), the nancial statements have not been prepared on
aOgoing concern basis.
The Directors are responsible for keeping adequate accounting
records that are su?cient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
nancial position of the Company and enable them to ensure that the
nancial statements and the Directors’ Remuneration Report comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Manager is responsible for the maintenance and integrity of the
web pages dedicated to the Company. Legislation in the United
Kingdom governing the preparation and dissemination of nancial
statements may diHer from legislation in other jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed on
pagesO34 and 35, con rm that to the best of their knowledge:
– the nancial statements, which have been prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable
law), give a true and fair view of the assets, liabilities, nancial
position and net return of the Company;
– the annual report and nancial statements 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
– the annual report and nancial statements, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Tim Edwards
Chair
27 March 2025
Statement of Directors’ Responsibilities
Directors’ responsibilities
The Directors are responsible for preparing the annual report and the
nancial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare nancial statements
for each nancial year. Under that law the Directors have elected to
prepare the nancial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom Accounting
Standards, comprising Financial Reporting Standard (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 nancial statements unless they are satis ed that
they give a true and fair view of the state of aHairs of the Company
and of the return or loss of the Company for that period. In preparing
these nancial statements, the Directors are required to:
– select suitable accounting policies and then apply them
consistently;
– make judgements and accounting estimates that are reasonable
and prudent;
– state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the nancial statements; and
– prepare the nancial statements on a going concern basis unless
it is inappropriate to presume that the Company will continue in
business. For the reasons stated in the Strategic Report and
NoteO1(a), the nancial statements have not been prepared on
aOgoing concern basis.
The Directors are responsible for keeping adequate accounting
records that are su?cient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the
nancial position of the Company and enable them to ensure that the
nancial statements and the Directors’ Remuneration Report comply
with the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.
The Manager is responsible for the maintenance and integrity of the
web pages dedicated to the Company. Legislation in the United
Kingdom governing the preparation and dissemination of nancial
statements may diHer from legislation in other jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed on
pagesO34 and 35, con rm that to the best of their knowledge:
– the nancial statements, which have been prepared in
accordance with United Kingdom Generally Accepted Accounting
Practice (United Kingdom Accounting Standards and applicable
law), give a true and fair view of the assets, liabilities, nancial
position and net return of the Company;
– the annual report and nancial statements 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
– the annual report and nancial statements, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position and
performance, business model and strategy.
On behalf of the Board
Tim Edwards
Chair
27 March 2025
Financial
Financial
Independent Auditor’s Report 50
Income Statement 55
Statement of Changes in Equity 56
Statement of Financial Position 57
Cash Flow Statement 58
Notes to the Financial Statements 59
49
Financial
Independent Auditor’s Report 50
Income Statement 55
Statement of Changes in Equity 56
Statement of Financial Position 57
Cash Flow Statement 58
Notes to the Financial Statements 59
49
50
Schroders Capital Global Innovation Trust plc
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
Opinion
We have audited the nancial statements of Schroders Capital Global
Innovation Trust plc (the ‘Company’) for the year ended 31 December
2024 which comprise the Income Statement, the Statement of
Changes in Equity, the Statement of Financial Position, the Cash Flow
Statement and the related notes 1 to 21, including a summary of
signi cant accounting policies. The nancial reporting framework that
has been applied in their preparation is applicable law and United
Kingdom Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland”
(United Kingdom Generally Accepted Accounting Practice).
In our opinion, the nancial statements:
– give a true and fair view of the Company’s a airs as at
31 December 2024 and of its loss for the year then ended;
– have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
– have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the nancial statements section of our
report. We believe that the audit evidence we have obtained is
su cient and appropriate to provide a basis for our opinion.
Emphasis of Matter – Financial Statements
prepared on a basis other than going
concern
We draw attention to Note 1(a) to the nancial statements which
explains that on 27 February 2025, the shareholders approved
a change in investment objective and investment policy allowing the
company to undergo an orderly realisation of assets, returning capital
to shareholders. The company is therefore preparing its nancial
statements on a basis other than going concern due to the Company
being in a managed wind-down. Our opinion is not modi ed in
respect of this matter.
Independence
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the nancial statements
in the UK, including the FRC’s Ethical Standard as applied to public
interest entities, and we have ful lled our other ethical responsibilities
in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Company and we remain independent of
Company in conducting the audit.
Overview of our audit approach
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the nancial
statements. We take into account size, risk pro le, the organisation of
the Company and e ectiveness of controls, the potential impact of
climate change and changes in the business environment when
assessing the level of work to be performed.
Climate change
There has been increasing interest from stakeholders as to how climate
change will impact companies. The Company has determined that the
impact from climate change could a ect the Company’s investments
and overall investment process. This is explained in the principal and
emerging risks and uncertainties section on page 31, which forms part
of the “Other information,” rather than the audited nancial statements.
Our procedures on these disclosures therefore consisted solely of
considering whether they are materially inconsistent with the nancial
statements, or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
Our audit e ort in considering climate change was focused on the
adequacy of the Company’s disclosures in the nancial statements as
set out in Note 1(a) and conclusion that there was no further impact of
climate change to be taken into account. The quoted investments are
valued based on market pricing as required by FRS 102 and the
unquoted investments are valued using a variety of techniques
consistent with the recommendations set out in the International
Private Equity and Venture Capital (IPEV) guidelines which also re ect
each investment’s exposure to climate change risk. We also challenged
the Directors’ considerations of climate change in their assessment of
viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most signi cance in our audit of the nancial
statements of the current period and include the most signi cant
assessed risks of material misstatement (whether or not due to fraud)
that we identi ed. These matters included those which had the
greatest e ect on: the overall audit strategy, the allocation of resources
in the audit; and directing the e orts of the engagement team. These
matters were addressed in the context of our audit of the nancial
statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
– Risk of incorrect valuation or ownership of the
investment portfolio
Key audit
matters
– Overall materiality of £1.62 million which
represents 1% of shareholder’s funds.
Materiality
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
Opinion
We have audited the nancial statements of Schroders Capital Global
Innovation Trust plc (the ‘Company’) for the year ended 31 December
2024 which comprise the Income Statement, the Statement of
Changes in Equity, the Statement of Financial Position, the Cash Flow
Statement and the related notes 1 to 21, including a summary of
signi cant accounting policies. The nancial reporting framework that
has been applied in their preparation is applicable law and United
Kingdom Accounting Standards including FRS 102 “The Financial
Reporting Standard applicable in the UK and Republic of Ireland”
(United Kingdom Generally Accepted Accounting Practice).
In our opinion, the nancial statements:
– give a true and fair view of the Company’s a airs as at
31 December 2024 and of its loss for the year then ended;
– have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
– have been prepared in accordance with the requirements of the
Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards
on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s
responsibilities for the audit of the nancial statements section of our
report. We believe that the audit evidence we have obtained is
su cient and appropriate to provide a basis for our opinion.
Emphasis of Matter – Financial Statements
prepared on a basis other than going
concern
We draw attention to Note 1(a) to the nancial statements which
explains that on 27 February 2025, the shareholders approved
a change in investment objective and investment policy allowing the
company to undergo an orderly realisation of assets, returning capital
to shareholders. The company is therefore preparing its nancial
statements on a basis other than going concern due to the Company
being in a managed wind-down. Our opinion is not modi ed in
respect of this matter.
Independence
We are independent of the Company in accordance with the ethical
requirements that are relevant to our audit of the nancial statements
in the UK, including the FRC’s Ethical Standard as applied to public
interest entities, and we have ful lled our other ethical responsibilities
in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the Company and we remain independent of
Company in conducting the audit.
Overview of our audit approach
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for
the Company. This enables us to form an opinion on the nancial
statements. We take into account size, risk pro le, the organisation of
the Company and e ectiveness of controls, the potential impact of
climate change and changes in the business environment when
assessing the level of work to be performed.
Climate change
There has been increasing interest from stakeholders as to how climate
change will impact companies. The Company has determined that the
impact from climate change could a ect the Company’s investments
and overall investment process. This is explained in the principal and
emerging risks and uncertainties section on page 31, which forms part
of the “Other information,” rather than the audited nancial statements.
Our procedures on these disclosures therefore consisted solely of
considering whether they are materially inconsistent with the nancial
statements, or our knowledge obtained in the course of the audit or
otherwise appear to be materially misstated.
Our audit e ort in considering climate change was focused on the
adequacy of the Company’s disclosures in the nancial statements as
set out in Note 1(a) and conclusion that there was no further impact of
climate change to be taken into account. The quoted investments are
valued based on market pricing as required by FRS 102 and the
unquoted investments are valued using a variety of techniques
consistent with the recommendations set out in the International
Private Equity and Venture Capital (IPEV) guidelines which also re ect
each investment’s exposure to climate change risk. We also challenged
the Directors’ considerations of climate change in their assessment of
viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional
judgement, were of most signi cance in our audit of the nancial
statements of the current period and include the most signi cant
assessed risks of material misstatement (whether or not due to fraud)
that we identi ed. These matters included those which had the
greatest e ect on: the overall audit strategy, the allocation of resources
in the audit; and directing the e orts of the engagement team. These
matters were addressed in the context of our audit of the nancial
statements as a whole, and in our opinion thereon, and we do not
provide a separate opinion on these matters.
– Risk of incorrect valuation or ownership of the
investment portfolio
Key audit
matters
– Overall materiality of £1.62 million which
represents 1% of shareholder’s funds.
Materiality
Key observations communicated to
the Audit, Risk and Valuation
Risk Our response to the risk Committee
The results of our procedures identi ed no
material misstatements in relation to the risk
of incorrect valuation or ownership of the
investment portfolio.
We performed the following procedures:
We obtained an understanding of the
processes surrounding the valuation of
investments and legal title by performing
walkthrough procedures.
For all Level 1 and Level 2 investments, we
veri ed the market prices and exchange
rates applied to an independent pricing
vendor and recalculated the investment
valuations as at the year end.
We con rmed that there were no Level 1
and Level 2 investments with stale prices as
at the year end and therefore no stale
pricing report was produced by the
administrator. We obtained the market
prices, from an independent pricing vendor,
for ve business days pre and post the year
end date, and calculated the day-on-day
movement and con rmed there are no stale
prices.
For a sample of Level 3 investments, we
engaged our team of valuation specialists to
review the valuations which included
completing the following procedures:
– Reviewing the valuation papers for the
year ended 31 December 2024 to gain
an understanding of and to review the
valuation methodologies and
assumptions used;
– Assessing whether the valuations have
been performed in line with general
valuation approaches as set out in
UK GAAP and the IPEV guidelines;
– Assessing the appropriateness of data
inputs and challenging the
assumptions used to support the
valuations;
– Assessing other facts and
circumstances, such as market
movements and comparative Company
information, that have an impact on the
fair market value of the investments;
and
– Performing comparative calculations,
where appropriate, to assess whether
the valuation conclusions are
reasonable and within an
independently calculated acceptable
valuation range.
For the remaining Level 3 investments, we
performed an analytical review of the
movements during the year, reviewing for
any contradictory evidence.
Incorrect valuation or ownership of the
investment portfolio (as described on
page 40 in the Audit, Risk and Valuation
Committee Report and as per the
accounting policy set out on page 59).
Incorrect valuation or ownership of the
investment portfolio (as described on
page 40 in the Audit, Risk and Valuation
Committee Report and as per the
accounting policy set out on page 59).
The valuation of the investment portfolio at
31 December 2024 was £161.10 million
(2023: £210.09 million) consisting of Level 1
and Level 2 investments with an aggregate
value of £32.76 million (2023:
£64.33 million) and Level 3 investments
with an aggregate value of £128.34 million
(2023: £145.76 million).
The valuation of the investments held by
the Company is the key driver of the
Company’s net asset value and total return.
Incorrect investment pricing, or a failure to
maintain proper legal title to the
investments held by the Company could
have a signi cant impact on the net asset
value and the return generated for
shareholders.
The fair value of Level 1 and Level 2
investments is determined by reference to
bid prices which are at close of business on
the reporting date.
The fair value of Level 3 investments is
determined by reference to principles
consistent with the International Private
Equity and Venture Capital Valuation
guidelines (‘IPEV’). The valuation of the
Level 3 investments, and the resultant
impact on the unrealised gains/(losses), is
the area requiring the most signi cant
judgement and estimation in the
preparation of the nancial statements.
Schroders Capital Global Innovation Trust plc 51
Introduction Strategic Report Governance Financial Other Information (Unaudited)
the Audit, Risk and Valuation
Risk Our response to the risk Committee
The results of our procedures identi ed no
material misstatements in relation to the risk
of incorrect valuation or ownership of the
investment portfolio.
We performed the following procedures:
We obtained an understanding of the
processes surrounding the valuation of
investments and legal title by performing
walkthrough procedures.
For all Level 1 and Level 2 investments, we
veri ed the market prices and exchange
rates applied to an independent pricing
vendor and recalculated the investment
valuations as at the year end.
We con rmed that there were no Level 1
and Level 2 investments with stale prices as
at the year end and therefore no stale
pricing report was produced by the
administrator. We obtained the market
prices, from an independent pricing vendor,
for ve business days pre and post the year
end date, and calculated the day-on-day
movement and con rmed there are no stale
prices.
For a sample of Level 3 investments, we
engaged our team of valuation specialists to
review the valuations which included
completing the following procedures:
– Reviewing the valuation papers for the
year ended 31 December 2024 to gain
an understanding of and to review the
valuation methodologies and
assumptions used;
– Assessing whether the valuations have
been performed in line with general
valuation approaches as set out in
UK GAAP and the IPEV guidelines;
– Assessing the appropriateness of data
inputs and challenging the
assumptions used to support the
valuations;
– Assessing other facts and
circumstances, such as market
movements and comparative Company
information, that have an impact on the
fair market value of the investments;
and
– Performing comparative calculations,
where appropriate, to assess whether
the valuation conclusions are
reasonable and within an
independently calculated acceptable
valuation range.
For the remaining Level 3 investments, we
performed an analytical review of the
movements during the year, reviewing for
any contradictory evidence.
Incorrect valuation or ownership of the
investment portfolio (as described on
page 40 in the Audit, Risk and Valuation
Committee Report and as per the
accounting policy set out on page 59).
Incorrect valuation or ownership of the
investment portfolio (as described on
page 40 in the Audit, Risk and Valuation
Committee Report and as per the
accounting policy set out on page 59).
The valuation of the investment portfolio at
31 December 2024 was £161.10 million
(2023: £210.09 million) consisting of Level 1
and Level 2 investments with an aggregate
value of £32.76 million (2023:
£64.33 million) and Level 3 investments
with an aggregate value of £128.34 million
(2023: £145.76 million).
The valuation of the investments held by
the Company is the key driver of the
Company’s net asset value and total return.
Incorrect investment pricing, or a failure to
maintain proper legal title to the
investments held by the Company could
have a signi cant impact on the net asset
value and the return generated for
shareholders.
The fair value of Level 1 and Level 2
investments is determined by reference to
bid prices which are at close of business on
the reporting date.
The fair value of Level 3 investments is
determined by reference to principles
consistent with the International Private
Equity and Venture Capital Valuation
guidelines (‘IPEV’). The valuation of the
Level 3 investments, and the resultant
impact on the unrealised gains/(losses), is
the area requiring the most signi cant
judgement and estimation in the
preparation of the nancial statements.
Schroders Capital Global Innovation Trust plc 51
Introduction Strategic Report Governance Financial Other Information (Unaudited)
52
Schroders Capital Global Innovation Trust plc
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
continued
Key observations communicated to
the Audit, Risk and Valuation
Risk Our response to the risk Committee
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the e ect of identi ed misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to in uence the economic
decisions of the users of the nancial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £1.62 million
(2023: £2.17 million) which is 1% (2023: 1%) of shareholders’ funds.
We believe that shareholders’ funds provides us with materiality
aligned to the key measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Company’s overall control environment, our judgement was
that performance materiality was 75% (2023: 50%) of our planning
materiality, namely £1.22 million (2023: £1.09 million). We have set
performance materiality at this percentage due to our past
experience of working with the Company which therefore indicates
a lower risk of misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identi ed misstatements are considered as
being clearly trivial.
We agreed with the Audit, Risk and Valuation Committee that we
would report to them all uncorrected audit di erences in excess of
£0.08 million (2023: £0.11 million), which is set at 5% of planning
materiality (2023: 5%), as well as di erences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report, other than the nancial statements and our auditor’s
report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the nancial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the nancial 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 nancial statements themselves. If,
based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to
report that fact.
We have nothing to report in this regard.
We recalculated the unrealised gains/losses
on Level 3 investments as at the year-end
using the book-cost reconciliation and
reviewed the fair value hierarchy disclosure
for consistency with our understanding of
the investments held.
For all new purchases of unquoted
investments made during the year, we
obtained supporting documents and agreed
these to the purchase cost per the
accounting records and to bank statements.
We agreed a sample of inputs used in the
valuation to underlying supporting
information.
We compared the Company’s quoted and
unquoted investment holdings at
31 December 2024 to an independent
con rmation received directly from the
Company’s Custodian and Depositary. All
investments were con rmed by the
Company’s Custodian and Depositary.
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
continued
Key observations communicated to
the Audit, Risk and Valuation
Risk Our response to the risk Committee
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the e ect of identi ed misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to in uence the economic
decisions of the users of the nancial statements. Materiality provides
a basis for determining the nature and extent of our audit procedures.
We determined materiality for the Company to be £1.62 million
(2023: £2.17 million) which is 1% (2023: 1%) of shareholders’ funds.
We believe that shareholders’ funds provides us with materiality
aligned to the key measurement of the Company’s performance.
Performance materiality
The application of materiality at the individual account or balance level.
It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the Company’s overall control environment, our judgement was
that performance materiality was 75% (2023: 50%) of our planning
materiality, namely £1.22 million (2023: £1.09 million). We have set
performance materiality at this percentage due to our past
experience of working with the Company which therefore indicates
a lower risk of misstatements, both corrected and uncorrected.
Reporting threshold
An amount below which identi ed misstatements are considered as
being clearly trivial.
We agreed with the Audit, Risk and Valuation Committee that we
would report to them all uncorrected audit di erences in excess of
£0.08 million (2023: £0.11 million), which is set at 5% of planning
materiality (2023: 5%), as well as di erences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report, other than the nancial statements and our auditor’s
report thereon. The Directors are responsible for the other
information contained within the annual report.
Our opinion on the nancial statements does not cover the other
information and, except to the extent otherwise explicitly stated in
this report, we do not express any form of assurance conclusion
thereon.
Our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with
the nancial 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 nancial statements themselves. If,
based on the work we have performed, we conclude that there is a
material misstatement of the other information, we are required to
report that fact.
We have nothing to report in this regard.
We recalculated the unrealised gains/losses
on Level 3 investments as at the year-end
using the book-cost reconciliation and
reviewed the fair value hierarchy disclosure
for consistency with our understanding of
the investments held.
For all new purchases of unquoted
investments made during the year, we
obtained supporting documents and agreed
these to the purchase cost per the
accounting records and to bank statements.
We agreed a sample of inputs used in the
valuation to underlying supporting
information.
We compared the Company’s quoted and
unquoted investment holdings at
31 December 2024 to an independent
con rmation received directly from the
Company’s Custodian and Depositary. All
investments were con rmed by the
Company’s Custodian and Depositary.
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 nancial year for which the nancial statements
are prepared is consistent with the nancial statements; and
– the strategic report and directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have not
identi ed material misstatements in the strategic report or directors’
report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
– adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
– the nancial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with
the accounting records and returns; or
– certain disclosures of directors’ remuneration speci ed by law
are not made; or
– we have not received all the information and explanations we
require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code speci ed for our
review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the nancial
statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identi ed set out on page 32;
– Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 32;
– Director’s statement on whether it has a reasonable expectation
that the Company will be able to continue in operation and
meets its liabilities set out on page 32;
– Directors’ statement on fair, balanced and understandable set
out on page 48;
– Board’s con rmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 28 to 32;
– The section of the annual report that describes the review of
e ectiveness of risk management and internal control systems
set out on pages 39 to 41; and;
– The section describing the work of the Audit, Risk and Valuation
Committee set out on pages 39 to 41.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set
out on page 48, the directors are responsible for the preparation of
the nancial statements and for being satis ed that they give a true
and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of nancial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the nancial statements, the directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
nancial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to in uence the economic decisions of users
taken on the basis of these nancial statements.
Explanation as to what extent the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the
Company and management.
– We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined
that the most signi cant are UK GAAP, the Companies Act 2006,
the UK Listing Rules, the UK Corporate Governance Code, the
Statement of Recommended Practice for the Financial
Statements of Investment Trust Companies as issued by the
Association of Investment Companies, Section 1158 of the
Corporation Tax Act 2010 and The Companies (Miscellaneous
Reporting) Regulations 2018.
Schroders Capital Global Innovation Trust plc 53
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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 nancial year for which the nancial statements
are prepared is consistent with the nancial statements; and
– the strategic report and directors’ report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the Company and
its environment obtained in the course of the audit, we have not
identi ed material misstatements in the strategic report or directors’
report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to you
if, in our opinion:
– adequate accounting records have not been kept, or returns
adequate for our audit have not been received from branches
not visited by us; or
– the nancial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with
the accounting records and returns; or
– certain disclosures of directors’ remuneration speci ed by law
are not made; or
– we have not received all the information and explanations we
require for our audit.
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code speci ed for our
review by the UK Listing Rules.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the nancial
statements or our knowledge obtained during the audit:
– Directors’ statement with regards to the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identi ed set out on page 32;
– Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 32;
– Director’s statement on whether it has a reasonable expectation
that the Company will be able to continue in operation and
meets its liabilities set out on page 32;
– Directors’ statement on fair, balanced and understandable set
out on page 48;
– Board’s con rmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 28 to 32;
– The section of the annual report that describes the review of
e ectiveness of risk management and internal control systems
set out on pages 39 to 41; and;
– The section describing the work of the Audit, Risk and Valuation
Committee set out on pages 39 to 41.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set
out on page 48, the directors are responsible for the preparation of
the nancial statements and for being satis ed that they give a true
and fair view, and for such internal control as the directors determine
is necessary to enable the preparation of nancial statements that are
free from material misstatement, whether due to fraud or error.
In preparing the nancial statements, the directors are responsible
for assessing the Company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the directors either
intend to liquidate the Company or to cease operations, or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance about whether the
nancial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of
assurance but is not a guarantee that an audit conducted in
accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could
reasonably be expected to in uence the economic decisions of users
taken on the basis of these nancial statements.
Explanation as to what extent the audit was
considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with
laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including
fraud. The risk of not detecting a material misstatement due to fraud
is higher than the risk of not detecting one resulting from error, as
fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to
which our procedures are capable of detecting irregularities,
including fraud is detailed below.
However, the primary responsibility for the prevention and detection
of fraud rests with both those charged with governance of the
Company and management.
– We obtained an understanding of the legal and regulatory
frameworks that are applicable to the Company and determined
that the most signi cant are UK GAAP, the Companies Act 2006,
the UK Listing Rules, the UK Corporate Governance Code, the
Statement of Recommended Practice for the Financial
Statements of Investment Trust Companies as issued by the
Association of Investment Companies, Section 1158 of the
Corporation Tax Act 2010 and The Companies (Miscellaneous
Reporting) Regulations 2018.
Schroders Capital Global Innovation Trust plc 53
Introduction Strategic Report Governance Financial Other Information (Unaudited)
54
Schroders Capital Global Innovation Trust plc
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
continued
– We understood how the Company is complying with those
frameworks through discussions with the Audit, Risk and
Valuation Committee and Company Secretary, review of Board
and committee minutes and review of papers provided to the
Audit, Risk and Valuation Committee.
– We assessed the susceptibility of the Company’s nancial
statements to material misstatement, including how fraud might
occur by considering the key risks impacting the nancial
statements. We identi ed a fraud risk with respect to the
incorrect valuation of the unquoted investments and the
resulting impact on unrealised gains/(losses). Further discussion
of our approach is set out in the section on key audit matters
above which include our response to the fraud risk and other
areas of audit focus.
– Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved review of the reporting to the directors with
respect to the application of the documented policies and
procedures and review of the nancial statements to ensure
compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the
nancial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters we are required to address
– Following the recommendation from the Audit, Risk and
Valuation Committee, we were appointed by the Company on
21 June 2023 to audit the nancial statements for the year
ending 31 December 2023 and subsequent nancial periods.
– The period of total uninterrupted engagement including
previous renewals and reappointments is two years, covering the
years ending 31 December 2023 to 31 December 2024.
– The audit opinion is consistent with the additional report to the
Audit, Risk and Valuation Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as
a body, for our audit work, for this report, or for the opinions we
have formed.
Denise Davidson
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
27 March 2025
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
continued
– We understood how the Company is complying with those
frameworks through discussions with the Audit, Risk and
Valuation Committee and Company Secretary, review of Board
and committee minutes and review of papers provided to the
Audit, Risk and Valuation Committee.
– We assessed the susceptibility of the Company’s nancial
statements to material misstatement, including how fraud might
occur by considering the key risks impacting the nancial
statements. We identi ed a fraud risk with respect to the
incorrect valuation of the unquoted investments and the
resulting impact on unrealised gains/(losses). Further discussion
of our approach is set out in the section on key audit matters
above which include our response to the fraud risk and other
areas of audit focus.
– Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved review of the reporting to the directors with
respect to the application of the documented policies and
procedures and review of the nancial statements to ensure
compliance with the reporting requirements of the Company.
A further description of our responsibilities for the audit of the
nancial statements is located on the Financial Reporting Council’s
website at https://www.frc.org.uk/auditorsresponsibilities. This
description forms part of our auditor’s report.
Other matters we are required to address
– Following the recommendation from the Audit, Risk and
Valuation Committee, we were appointed by the Company on
21 June 2023 to audit the nancial statements for the year
ending 31 December 2023 and subsequent nancial periods.
– The period of total uninterrupted engagement including
previous renewals and reappointments is two years, covering the
years ending 31 December 2023 to 31 December 2024.
– The audit opinion is consistent with the additional report to the
Audit, Risk and Valuation Committee.
Use of our report
This report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them
in an auditor’s report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s members as
a body, for our audit work, for this report, or for the opinions we
have formed.
Denise Davidson
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
27 March 2025
Schroders Capital Global Innovation Trust plc
55
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Income Statement
for the year ended 31 December 2024
2024 2023
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Losses on investments held at fair value through pro t or loss – (47,267) (47,267) – (32,015) (32,015)
Net foreign currency (losses)/gains – (17) (17) – 42 42
Income from investments 2 195 – 195 784 – 784
Gross return/(loss) 195 (47,284) (47,089) 784 (31,973) (31,189)
Management fee 3 (893) – (893) (1,252) – (1,252)
Administrative expenses 4 (1,351) – (1,351) (1,341) – (1,341)
Net loss before nance costs and taxation (2,049) (47,284) (49,333) (1,809) (31,973) (33,782)
Finance costs 5 – – – (16) – (16)
Net loss before taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Taxation 6 – – – – – –
Net loss after taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Loss per share (pence) 7 (0.25) (5.69) (5.94) (0.20) (3.57) (3.77)
The “Total” column of this statement is the pro t 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 loss on ordinary activities after taxation is also the total comprehensive income for the year,
therefore no separate Statement of Comprehensive Income has been prepared.
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 59 to 72 form an integral part of these accounts.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Income Statement
for the year ended 31 December 2024
2024 2023
Revenue Capital Total Revenue Capital Total
Note £’000 £’000 £’000 £’000 £’000 £’000
Losses on investments held at fair value through pro t or loss – (47,267) (47,267) – (32,015) (32,015)
Net foreign currency (losses)/gains – (17) (17) – 42 42
Income from investments 2 195 – 195 784 – 784
Gross return/(loss) 195 (47,284) (47,089) 784 (31,973) (31,189)
Management fee 3 (893) – (893) (1,252) – (1,252)
Administrative expenses 4 (1,351) – (1,351) (1,341) – (1,341)
Net loss before nance costs and taxation (2,049) (47,284) (49,333) (1,809) (31,973) (33,782)
Finance costs 5 – – – (16) – (16)
Net loss before taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Taxation 6 – – – – – –
Net loss after taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Loss per share (pence) 7 (0.25) (5.69) (5.94) (0.20) (3.57) (3.77)
The “Total” column of this statement is the pro t 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 loss on ordinary activities after taxation is also the total comprehensive income for the year,
therefore no separate Statement of Comprehensive Income has been prepared.
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 59 to 72 form an integral part of these accounts.
Called-up
Capital
share Share redemption Special Capital Revenue
Note capital premium reserve reserve reserves reserve Total
At 31 December 2022 9,042 891,017 44 – (615,003) (27,178) 257,922
Cancellation of share premium
1
– (891,017) – 891,017 – – –
Repurchase and cancellation of the Company’s
own shares (469) – 469 (7,872) 812 – (7,060)
Net loss after taxation – – – – (31,973) (1,825) (33,798)
At 31 December 2023 11,12 8,573 – 513 883,145 (646,164) (29,003) 217,064
Repurchase and cancellation of the Company’s
own shares (428) – 428 (5,286) – – (5,286)
Net loss after taxation – – – – (47,284) (2,049) (49,333)
At 31 December 2024 11,12 8,145 – 941 877,859 (693,448) (31,052) 162,445
1
Following an application to the Court on 18 July 2023, the Company has cancelled its share premium and converted it to a distributable reserve.
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 December 2024
56 Schroders Capital Global Innovation Trust plc
share Share redemption Special Capital Revenue
Note capital premium reserve reserve reserves reserve Total
At 31 December 2022 9,042 891,017 44 – (615,003) (27,178) 257,922
Cancellation of share premium
1
– (891,017) – 891,017 – – –
Repurchase and cancellation of the Company’s
own shares (469) – 469 (7,872) 812 – (7,060)
Net loss after taxation – – – – (31,973) (1,825) (33,798)
At 31 December 2023 11,12 8,573 – 513 883,145 (646,164) (29,003) 217,064
Repurchase and cancellation of the Company’s
own shares (428) – 428 (5,286) – – (5,286)
Net loss after taxation – – – – (47,284) (2,049) (49,333)
At 31 December 2024 11,12 8,145 – 941 877,859 (693,448) (31,052) 162,445
1
Following an application to the Court on 18 July 2023, the Company has cancelled its share premium and converted it to a distributable reserve.
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 December 2024
56 Schroders Capital Global Innovation Trust plc
Schroders Capital Global Innovation Trust plc
57
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Statement of Financial Position
at 31 December 2024
2024 2023
Note £’000 £’000
Fixed assets
Investments held at fair value through pro t or loss 8 161,097 210,093
Current assets
Debtors 9 298 5,511
Cash and cash equivalents 9 1,948 2,913
2,246 8,424
Current liabilities
Creditors: amounts falling due within one year 10 (898) (1,453)
Net current assets 1,348 6,971
Total assets less current liabilities 162,445 217,064
Net assets 162,445 217,064
Capital and reserves
Called-up share capital 11 8,145 8,573
Capital redemption reserve 12 941 513
Special reserve 12 877,859 883,145
Capital reserves 12 (693,448) (646,164)
Revenue reserve 12 (31,052) (29,003)
Total equity shareholders’ funds 162,445 217,064
Net asset value per share (pence) 13 19.94 25.32
These accounts were approved and authorised for issue by the Board of Directors on 27 March 2025 and signed on its behalf by:
Tim Edwards
Chair
The notes on pages 59 to 72 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares
Company registration number: 09405653
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Statement of Financial Position
at 31 December 2024
2024 2023
Note £’000 £’000
Fixed assets
Investments held at fair value through pro t or loss 8 161,097 210,093
Current assets
Debtors 9 298 5,511
Cash and cash equivalents 9 1,948 2,913
2,246 8,424
Current liabilities
Creditors: amounts falling due within one year 10 (898) (1,453)
Net current assets 1,348 6,971
Total assets less current liabilities 162,445 217,064
Net assets 162,445 217,064
Capital and reserves
Called-up share capital 11 8,145 8,573
Capital redemption reserve 12 941 513
Special reserve 12 877,859 883,145
Capital reserves 12 (693,448) (646,164)
Revenue reserve 12 (31,052) (29,003)
Total equity shareholders’ funds 162,445 217,064
Net asset value per share (pence) 13 19.94 25.32
These accounts were approved and authorised for issue by the Board of Directors on 27 March 2025 and signed on its behalf by:
Tim Edwards
Chair
The notes on pages 59 to 72 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares
Company registration number: 09405653
58
Schroders Capital Global Innovation Trust plc
2024 2023
£’000 £’000
Operating activities
Net loss before nance costs and taxation (49,333) (33,782)
Adjustments for
Capital loss before taxation 47,284 31,973
(Increase)/decrease in debtors (4) (134)
Increase/(decrease) in creditors (501) 514
Net cash in ow/(out ow) from operating activities (2,554) (1,429)
Investing activities
Purchases of investments (55,220) (35,999)
Sales of investments 62,166 31,178
Net cash (out ow)/in ow from investing activities 6,946 (4,821)
Financing activities
Repurchase and cancellation of the Company’s own shares (5,340) (6,985)
Finance costs – (16)
Net cash out ow from nancing activities (5,340) (7,001)
Change in cash and cash equivalents (948) (13,251)
Cash and cash equivalents at the beginning of the year 2,913 16,122
Exchange movements (17) 42
Cash and cash equivalents at the end of the year 1,948 2,913
Dividends received during the year amounted to £nil (2023: £311,000), interest from debt securities amounted to £129,000 (2023: £nil) and
deposit interest receipts amounted to £72,000 (2023: £376,000).
The notes on pages 59 to 72 form an integral part of these accounts.
Cash Flow Statement
for the year ended 31 December 2024
2024 2023
£’000 £’000
Operating activities
Net loss before nance costs and taxation (49,333) (33,782)
Adjustments for
Capital loss before taxation 47,284 31,973
(Increase)/decrease in debtors (4) (134)
Increase/(decrease) in creditors (501) 514
Net cash in ow/(out ow) from operating activities (2,554) (1,429)
Investing activities
Purchases of investments (55,220) (35,999)
Sales of investments 62,166 31,178
Net cash (out ow)/in ow from investing activities 6,946 (4,821)
Financing activities
Repurchase and cancellation of the Company’s own shares (5,340) (6,985)
Finance costs – (16)
Net cash out ow from nancing activities (5,340) (7,001)
Change in cash and cash equivalents (948) (13,251)
Cash and cash equivalents at the beginning of the year 2,913 16,122
Exchange movements (17) 42
Cash and cash equivalents at the end of the year 1,948 2,913
Dividends received during the year amounted to £nil (2023: £311,000), interest from debt securities amounted to £129,000 (2023: £nil) and
deposit interest receipts amounted to £72,000 (2023: £376,000).
The notes on pages 59 to 72 form an integral part of these accounts.
Cash Flow Statement
for the year ended 31 December 2024
Schroders Capital Global Innovation Trust plc
59
Introduction Strategic Report Governance Financial Other Information (Unaudited)
1. Accounting Policies
(a) Basis of accounting
Schroders Capital Global Innovation Trust plc (“the Company”) is registered in England and Wales as a public company limited by shares. The
Company’s registered o ce is 1 London Wall Place, London EC2Y 5AU.
The nancial 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, except for certain nancial information required by
paragraph 82(c) regarding unquoted holdings with a value greater than 5% of the portfolio or included in the top 10, where information is not
publicly available. All of the Company’s operations are of a continuing nature.
The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable future. Following the General Meeting held on 27 February 2025 at
which shareholders voted in favour of a change in the Company’s Objective and Investment Policy in order to facilitate a managed wind down,
the process for an orderly realisation of the Company’s assets and a return of capital to shareholders has begun. The Company is therefore
preparing its nancial statements on a basis other than going concern due to the Company being in a managed wind-down.
The Board will endeavour to realise all of the Company’s investments in a manner that achieves a balance between maximising the net value
received from those investments and making timely returns to Shareholders. Further details on the future plans and actions of the Company
along with the feasibility of these plans can be found in the Chair’s report on pages 4 and 5.
Whilst the Directors are satis ed that the Company has adequate resources to continue in operation throughout the winding down period and
to meet all liabilities as they fall due, given the Company is now in a managed wind-down the Directors considered it appropriate to adopt a
basis other than a going concern in preparing the nancial statements. No material adjustments to accounting policies or the valuation basis
have arisen as a result of ceasing to apply the going concern basis. All of the balance sheet items have been recognised on a recoverable basis,
which is not di erent from the carrying amount.
In preparing these nancial statements the Directors have considered the impact of climate change on the value of the Company’s investments.
The Board has concluded that, for investments which are valued using quoted bid prices in active markets, the fair value re ects market
participants’ view of climate change risk. Unquoted investments are valued in accordance with the policy detailed below, using techniques which
also re ect each investment’s exposure to climate change risk.
The Company has adopted the provisions of Sections 11 and 12 of FRS 102 for measuring and disclosing its nancial instruments.
The nancial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these nancial statements are consistent with those applied in the nancial statements for the year ended
31 December 2023.
Signi cant judgements, estimates and assumptions have been required in valuing the Company’s investments and these are detailed below.
(b) Use of judgements, estimates and assumptions
The preparation of the accounts requires management to make judgements, estimates and assumptions that a ect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may di er from these estimates. The
resulting accounting judgements, estimates and assumptions will, by de nition, seldom equal the related actual results.
Judgements, estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods a ected. The key estimates in the accounts are the determination of the fair
values of the unquoted investments by the Investment Manager for consideration by the Directors.
These estimates are key, as they signi cantly impact the valuation of the unquoted investments at the year end. The fair valuation process
involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key judgements, estimates and
assumptions are described in note 17 on pages 66 and 67.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. The risk of
an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
(c) Valuation of investments
Investments that are quoted on an exchange are valued using closing bid prices. If there has been no material trading in an investment, it will
be valued using the process for unquoted investments, described below.
Investments in shares that are not quoted on any Stock Exchange (unquoted investments) represent a signi cant part of the Company’s
portfolio. Such investments are held at fair value, which requires signi cant estimation in concluding on their fair value. The Company’s AIFM
conducts valuations for the portfolio holdings on a quarterly basis. Each quarter, the Audit, Risk and Valuation Committee reviews a report on
the revaluations undertaken on the unquoted holdings during the period and challenges the considerations and key assumptions made, where
appropriate, to ensure that the valuations are reliable. Investments in shares that are not quoted on any stock exchange (unquoted
investments) represent a signi cant part of the Company’s portfolio and may include common stock, preferred stock, warrants and other
option-like instruments. Those investments are carried at their estimated fair values, consistent with the UK accounting convention FRS 102 and
the recommendations on best practices of the International Private Equity and Venture Capital (“IPEV”) guidelines issued in December 2023. The
following factors will be considered in determining the fair value of an unquoted asset:
Notes to the Financial Statements
Introduction Strategic Report Governance Financial Other Information (Unaudited)
1. Accounting Policies
(a) Basis of accounting
Schroders Capital Global Innovation Trust plc (“the Company”) is registered in England and Wales as a public company limited by shares. The
Company’s registered o ce is 1 London Wall Place, London EC2Y 5AU.
The nancial 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, except for certain nancial information required by
paragraph 82(c) regarding unquoted holdings with a value greater than 5% of the portfolio or included in the top 10, where information is not
publicly available. All of the Company’s operations are of a continuing nature.
The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that the Company has
adequate resources to continue in operational existence for the foreseeable future. Following the General Meeting held on 27 February 2025 at
which shareholders voted in favour of a change in the Company’s Objective and Investment Policy in order to facilitate a managed wind down,
the process for an orderly realisation of the Company’s assets and a return of capital to shareholders has begun. The Company is therefore
preparing its nancial statements on a basis other than going concern due to the Company being in a managed wind-down.
The Board will endeavour to realise all of the Company’s investments in a manner that achieves a balance between maximising the net value
received from those investments and making timely returns to Shareholders. Further details on the future plans and actions of the Company
along with the feasibility of these plans can be found in the Chair’s report on pages 4 and 5.
Whilst the Directors are satis ed that the Company has adequate resources to continue in operation throughout the winding down period and
to meet all liabilities as they fall due, given the Company is now in a managed wind-down the Directors considered it appropriate to adopt a
basis other than a going concern in preparing the nancial statements. No material adjustments to accounting policies or the valuation basis
have arisen as a result of ceasing to apply the going concern basis. All of the balance sheet items have been recognised on a recoverable basis,
which is not di erent from the carrying amount.
In preparing these nancial statements the Directors have considered the impact of climate change on the value of the Company’s investments.
The Board has concluded that, for investments which are valued using quoted bid prices in active markets, the fair value re ects market
participants’ view of climate change risk. Unquoted investments are valued in accordance with the policy detailed below, using techniques which
also re ect each investment’s exposure to climate change risk.
The Company has adopted the provisions of Sections 11 and 12 of FRS 102 for measuring and disclosing its nancial instruments.
The nancial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these nancial statements are consistent with those applied in the nancial statements for the year ended
31 December 2023.
Signi cant judgements, estimates and assumptions have been required in valuing the Company’s investments and these are detailed below.
(b) Use of judgements, estimates and assumptions
The preparation of the accounts requires management to make judgements, estimates and assumptions that a ect the application of
accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may di er from these estimates. The
resulting accounting judgements, estimates and assumptions will, by de nition, seldom equal the related actual results.
Judgements, estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the
period in which the estimates are revised and in any future periods a ected. The key estimates in the accounts are the determination of the fair
values of the unquoted investments by the Investment Manager for consideration by the Directors.
These estimates are key, as they signi cantly impact the valuation of the unquoted investments at the year end. The fair valuation process
involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key judgements, estimates and
assumptions are described in note 17 on pages 66 and 67.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. The risk of
an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
(c) Valuation of investments
Investments that are quoted on an exchange are valued using closing bid prices. If there has been no material trading in an investment, it will
be valued using the process for unquoted investments, described below.
Investments in shares that are not quoted on any Stock Exchange (unquoted investments) represent a signi cant part of the Company’s
portfolio. Such investments are held at fair value, which requires signi cant estimation in concluding on their fair value. The Company’s AIFM
conducts valuations for the portfolio holdings on a quarterly basis. Each quarter, the Audit, Risk and Valuation Committee reviews a report on
the revaluations undertaken on the unquoted holdings during the period and challenges the considerations and key assumptions made, where
appropriate, to ensure that the valuations are reliable. Investments in shares that are not quoted on any stock exchange (unquoted
investments) represent a signi cant part of the Company’s portfolio and may include common stock, preferred stock, warrants and other
option-like instruments. Those investments are carried at their estimated fair values, consistent with the UK accounting convention FRS 102 and
the recommendations on best practices of the International Private Equity and Venture Capital (“IPEV”) guidelines issued in December 2023. The
following factors will be considered in determining the fair value of an unquoted asset:
Notes to the Financial Statements
1.
Accounting Policies
continued
(c) Valuation of investments continued
(i) Investments which are not traded in an active market are valued using the price of a recent investment, where there are no factors
observed to suggest a material change in fair value.
(ii) Where (i) is no longer considered appropriate, investments are valued at the price used in a material arm’s length transaction by an
independent third party, and where there is no impact on the rights of existing shareholders.
(iii) In the absence of (ii), one of the following methods may be used:
a. Revenue, Gross Pro t or EBITDA multiples, based on listed investments and private market transactions in the relevant sector, adjusted
for di erences such as lack of marketability, size and growth pro le.
b. Recent transaction prices adjusted for the company’s performance against key milestones and the complexity of the capital structure.
c. Probability-weighted expected return scenarios, discounted at a risk-adjusted rate of return.
d. Discounted cash ows analyses based on estimate future cash ows with an appropriate discount rate.
e. Option price modelling.
(iv) Investments in funds (which are invariably comprised of unquoted investments) are valued using the NAV per unit with an appropriate
discount or premium applied to arrive at a unit price.
Where models are used in valuing an investment, signi cant judgements are made in estimating the various inputs into the models and
recognising the sensitivity of such estimates, especially in early-stage pre-revenue enterprises. Examples of the factors where signi cant
judgement is made include, but are not limited to – the probability assigned to the relative success or failure of an enterprise; the probable future
outcome paths; discount rates; growth rates; terminal value; selection of appropriate market comparable companies, the reliability of future
revenue and growth forecasts and the likely exit scenarios for the investor company, for example, IPO or trade sale. In making judgements in
regard to the probability of an investee outcome, it must be noted that due to the nature of the investee company’s activity, its future outcome
may, to a greater or lesser extent, be binary, for example, if an investee company is developing one particular drug and that fails its required trials
then the outcome may be terminal for that enterprise. It should be noted that the most signi cant event that will drive valuation change in
investee companies are company-speci c events that would give rise to a valuation in exion point (known also as a ‘triggering event’). An example
of a material in exion point in a bio-pharma company would be the successful completion of a drug trial or its approval by a regulatory authority.
These valuation methods may lead to a company being valued on a suitable price-earnings ratio to that company’s historic, current or forecast
post-tax earnings before interest and amortisation. The ratio used will be based on a comparable sector but the resulting value will be adjusted
to re ect points of di erence identi ed when compared to the market sector (in which the investment would reside if it were it listed) including,
inter alia, a lack of marketability.
(d) Accounting for reserves
Gains and losses on sales of investments are included in the Income Statement and in capital reserves within “Gains and losses on sales of
investments”. Increases and decreases in the valuation of investments held at the year end are included in the Income Statement and in capital
reserves within “Holding gains and losses on investments”.
Foreign exchange gains and losses on cash and deposit balances are included in the Income Statement and in capital reserves.
Revenue reserve
The revenue reserve re ects all income and expenditure recognised in the revenue column of the Income Statement and any surplus is
distributable by way of dividend.
(e) Income
Dividends receivable are included in revenue on an 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.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
Income arising from xed interest securities is recognised in accordance with the e ective interest rate method. This approach allocates interest
income, including premiums, discounts, and directly attributable transaction costs, over the relevant period so as to re ect a constant rate of
return on the carrying amount of the security.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue, except that:
– Any performance fee is charged wholly to capital.
– 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 8 on page 64.
(g) Finance costs
Finance costs, comprising loan and overdraft interest, are charged wholly to revenue.
(h) Financial instruments
Cash and cash equivalents may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject
to insigni cant risk of changes in value.
60 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
(c) Valuation of investments continued
(i) Investments which are not traded in an active market are valued using the price of a recent investment, where there are no factors
observed to suggest a material change in fair value.
(ii) Where (i) is no longer considered appropriate, investments are valued at the price used in a material arm’s length transaction by an
independent third party, and where there is no impact on the rights of existing shareholders.
(iii) In the absence of (ii), one of the following methods may be used:
a. Revenue, Gross Pro t or EBITDA multiples, based on listed investments and private market transactions in the relevant sector, adjusted
for di erences such as lack of marketability, size and growth pro le.
b. Recent transaction prices adjusted for the company’s performance against key milestones and the complexity of the capital structure.
c. Probability-weighted expected return scenarios, discounted at a risk-adjusted rate of return.
d. Discounted cash ows analyses based on estimate future cash ows with an appropriate discount rate.
e. Option price modelling.
(iv) Investments in funds (which are invariably comprised of unquoted investments) are valued using the NAV per unit with an appropriate
discount or premium applied to arrive at a unit price.
Where models are used in valuing an investment, signi cant judgements are made in estimating the various inputs into the models and
recognising the sensitivity of such estimates, especially in early-stage pre-revenue enterprises. Examples of the factors where signi cant
judgement is made include, but are not limited to – the probability assigned to the relative success or failure of an enterprise; the probable future
outcome paths; discount rates; growth rates; terminal value; selection of appropriate market comparable companies, the reliability of future
revenue and growth forecasts and the likely exit scenarios for the investor company, for example, IPO or trade sale. In making judgements in
regard to the probability of an investee outcome, it must be noted that due to the nature of the investee company’s activity, its future outcome
may, to a greater or lesser extent, be binary, for example, if an investee company is developing one particular drug and that fails its required trials
then the outcome may be terminal for that enterprise. It should be noted that the most signi cant event that will drive valuation change in
investee companies are company-speci c events that would give rise to a valuation in exion point (known also as a ‘triggering event’). An example
of a material in exion point in a bio-pharma company would be the successful completion of a drug trial or its approval by a regulatory authority.
These valuation methods may lead to a company being valued on a suitable price-earnings ratio to that company’s historic, current or forecast
post-tax earnings before interest and amortisation. The ratio used will be based on a comparable sector but the resulting value will be adjusted
to re ect points of di erence identi ed when compared to the market sector (in which the investment would reside if it were it listed) including,
inter alia, a lack of marketability.
(d) Accounting for reserves
Gains and losses on sales of investments are included in the Income Statement and in capital reserves within “Gains and losses on sales of
investments”. Increases and decreases in the valuation of investments held at the year end are included in the Income Statement and in capital
reserves within “Holding gains and losses on investments”.
Foreign exchange gains and losses on cash and deposit balances are included in the Income Statement and in capital reserves.
Revenue reserve
The revenue reserve re ects all income and expenditure recognised in the revenue column of the Income Statement and any surplus is
distributable by way of dividend.
(e) Income
Dividends receivable are included in revenue on an 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.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
Income arising from xed interest securities is recognised in accordance with the e ective interest rate method. This approach allocates interest
income, including premiums, discounts, and directly attributable transaction costs, over the relevant period so as to re ect a constant rate of
return on the carrying amount of the security.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue, except that:
– Any performance fee is charged wholly to capital.
– 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 8 on page 64.
(g) Finance costs
Finance costs, comprising loan and overdraft interest, are charged wholly to revenue.
(h) Financial instruments
Cash and cash equivalents may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject
to insigni cant risk of changes in value.
60 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
61
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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.
(i) Taxation
The tax charge for the year includes a provision for all amounts expected to be received or paid. Deferred tax is provided on all timing
di erences that have originated but not reversed by the accounting date. Deferred tax liabilities are recognised for all taxable timing di erences
but deferred tax assets are only recognised to the extent that it is probable that taxable pro ts will be available against which those timing
di erences can be utilised. Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing di erences are
expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an
undiscounted basis.
(j) Value added tax (“VAT”)
Expenses are disclosed inclusive of any related irrecoverable VAT.
(k) 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 held at fair value, denominated in foreign currencies at the year end are translated at the rates of exchange
prevailing at close of business on the accounting date.
(l) Share issues
Shares issued are recognised based on the proceeds or fair value received, with the excess of the amount received over their nominal value
being credited to the share premium account. Direct issue costs are deducted from share premium.
(m) Repurchases of shares for cancellation
The cost of repurchasing the Company’s own shares including the related stamp duty and transactions costs is charged to the “Special reserve”.
Share repurchase transactions are accounted for on a trade date basis. The nominal value of share capital repurchased and cancelled is
transferred out of “Called-up share capital” and into “Capital redemption reserve”.
2. Income 2024 2023
£’000 £’000
Income from investments
UK dividends – 256
Interest from debt securities 123 166
Bank interest 72 362
195 784
3. Management fee 2024 2023
£’000 £’000
Management fee 893 1,252
893 1,252
Under the terms of the AIFM agreement, the Manager is entitled to a management fee and a performance fee, subject to achieving
performance targets. Details of these calculations are set out in the Directors’ Report on pages 37. No performance fee is payable for the
current or prior year and no provision is required at 31 December 2024.
Details of all transactions with the Manager are given in note 15 on page 66.
4. Administrative expenses 2024 2023
£’000 £’000
Other administration expenses 680 632
Legal and professional fees 232 304
Valuation fees 21 21
Directors’ fees
1
184 196
Auditor’s remuneration for the audit of the Company’s annual accounts
2
234 188
1,351 1,341
1
Details payable to the Directors are given in the Remuneration Report on pages 45 to 47.
2
No amounts are payable to the auditor for non-audit services. The current year fee is estimated at £210,000. The prior year fee was under estimated at the year
end by £23,720, the revised fee increase has been recognised in the current year.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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.
(i) Taxation
The tax charge for the year includes a provision for all amounts expected to be received or paid. Deferred tax is provided on all timing
di erences that have originated but not reversed by the accounting date. Deferred tax liabilities are recognised for all taxable timing di erences
but deferred tax assets are only recognised to the extent that it is probable that taxable pro ts will be available against which those timing
di erences can be utilised. Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing di erences are
expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an
undiscounted basis.
(j) Value added tax (“VAT”)
Expenses are disclosed inclusive of any related irrecoverable VAT.
(k) 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 held at fair value, denominated in foreign currencies at the year end are translated at the rates of exchange
prevailing at close of business on the accounting date.
(l) Share issues
Shares issued are recognised based on the proceeds or fair value received, with the excess of the amount received over their nominal value
being credited to the share premium account. Direct issue costs are deducted from share premium.
(m) Repurchases of shares for cancellation
The cost of repurchasing the Company’s own shares including the related stamp duty and transactions costs is charged to the “Special reserve”.
Share repurchase transactions are accounted for on a trade date basis. The nominal value of share capital repurchased and cancelled is
transferred out of “Called-up share capital” and into “Capital redemption reserve”.
2. Income 2024 2023
£’000 £’000
Income from investments
UK dividends – 256
Interest from debt securities 123 166
Bank interest 72 362
195 784
3. Management fee 2024 2023
£’000 £’000
Management fee 893 1,252
893 1,252
Under the terms of the AIFM agreement, the Manager is entitled to a management fee and a performance fee, subject to achieving
performance targets. Details of these calculations are set out in the Directors’ Report on pages 37. No performance fee is payable for the
current or prior year and no provision is required at 31 December 2024.
Details of all transactions with the Manager are given in note 15 on page 66.
4. Administrative expenses 2024 2023
£’000 £’000
Other administration expenses 680 632
Legal and professional fees 232 304
Valuation fees 21 21
Directors’ fees
1
184 196
Auditor’s remuneration for the audit of the Company’s annual accounts
2
234 188
1,351 1,341
1
Details payable to the Directors are given in the Remuneration Report on pages 45 to 47.
2
No amounts are payable to the auditor for non-audit services. The current year fee is estimated at £210,000. The prior year fee was under estimated at the year
end by £23,720, the revised fee increase has been recognised in the current year.
5.
Finance costs
2024
2023
£’000 £’000
Interest on bank loans and overdrafts – 16
– 16
6. Taxation
(a) Analysis of tax charge for the year
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Taxation on ordinary activities – – – – – –
The Company has no corporation tax liability for the year ended 31 December 2024 (2023: nil).
(b) Factors affecting tax charge for the year
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net loss on ordinary activities before taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Net loss on ordinary activities before taxation multiplied by the
Company’s applicable rate of corporation tax for the year
of 25% (2023: 23.5%) (512) (11,821) (12,333) (429) (7,514) (7,943)
E ects of:
Capital loss on investments – 11,821 11,821 – 7,514 7,514
UK dividends which are not taxable – – – (60) – (60)
Disallowed expenses 15 – 15 7 – 7
Unrelieved management expenses 497 – 497 482 – 482
Taxation on ordinary activities – – – – – –
(c) Deferred taxation
The Company has an unrecognised deferred tax asset £8,539,000 (2023: £8,042,000) arising from unutilised tax losses of £34,158,000 (2023:
£32,169,000) based on a prospective corporation tax rate of 25.0% (2023: 25%). In its 2021 budget, the government announced that the main
rate of corporation tax would increase to 25% for the scal year beginning on 1 April 2023.
The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the
Company’s 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 Company’s intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has been
made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
7. Return/(loss) per share 2024 2023
£’000 £’000
Revenue loss (2,049) (1,825)
Capital loss (47,284) (31,973)
Total loss (49,333) (33,798)
Weighted average number of shares in issue during the year 831,534,516 895,075,078
Revenue loss per share (0.25) (0.20)
Capital loss per share (5.69) (3.57)
Loss per share (pence) (5.94) (3.77)
The basic and diluted loss per share is the same because there are no dilutive instruments in issue.
62 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
£’000 £’000
Interest on bank loans and overdrafts – 16
– 16
6. Taxation
(a) Analysis of tax charge for the year
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Taxation on ordinary activities – – – – – –
The Company has no corporation tax liability for the year ended 31 December 2024 (2023: nil).
(b) Factors affecting tax charge for the year
2024 2023
Revenue Capital Total Revenue Capital Total
£’000 £’000 £’000 £’000 £’000 £’000
Net loss on ordinary activities before taxation (2,049) (47,284) (49,333) (1,825) (31,973) (33,798)
Net loss on ordinary activities before taxation multiplied by the
Company’s applicable rate of corporation tax for the year
of 25% (2023: 23.5%) (512) (11,821) (12,333) (429) (7,514) (7,943)
E ects of:
Capital loss on investments – 11,821 11,821 – 7,514 7,514
UK dividends which are not taxable – – – (60) – (60)
Disallowed expenses 15 – 15 7 – 7
Unrelieved management expenses 497 – 497 482 – 482
Taxation on ordinary activities – – – – – –
(c) Deferred taxation
The Company has an unrecognised deferred tax asset £8,539,000 (2023: £8,042,000) arising from unutilised tax losses of £34,158,000 (2023:
£32,169,000) based on a prospective corporation tax rate of 25.0% (2023: 25%). In its 2021 budget, the government announced that the main
rate of corporation tax would increase to 25% for the scal year beginning on 1 April 2023.
The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the
Company’s 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 Company’s intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has been
made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
7. Return/(loss) per share 2024 2023
£’000 £’000
Revenue loss (2,049) (1,825)
Capital loss (47,284) (31,973)
Total loss (49,333) (33,798)
Weighted average number of shares in issue during the year 831,534,516 895,075,078
Revenue loss per share (0.25) (0.20)
Capital loss per share (5.69) (3.57)
Loss per share (pence) (5.94) (3.77)
The basic and diluted loss per share is the same because there are no dilutive instruments in issue.
62 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
63
Introduction Strategic Report Governance Financial Other Information (Unaudited)
8. Investments held at fair value through profit or loss
(a) Movement in investments
2024 2023
£’000 £’000
Opening book cost 553,693 581,253
Opening investment holding losses (343,600) (338,749)
Opening fair value 210,093 242,504
Purchases at cost 55,220 35,999
Sales proceeds (56,949) (36,395)
Losses on investments held at fair value through pro t or loss (47,267) (32,015)
Closing fair value 161,097 210,093
Closing book cost 528,514 553,693
Closing investment holding losses (367,417) (343,600)
Closing fair value 161,097 210,093
The Company received £56,949,000 (2023: £36,395,000) from investments sold in the year. The book cost of the investments when they were
purchased was £80,399,000 (2023: £63,560,000). These investments have been revalued over time and, until they were sold, any unrealised
gains/losses were included in the fair value of the investments.
(b) Unquoted investments, including investments quoted in inactive markets
Material revaluations of unquoted investments during the year 2024 Opening Closing
valuation at valuation at
31 December Valuation Purchases/ 31 December
2023 adjustment (disposals) 2024
£’000 £’000 £’000 £’000
Revolut LLP 7,888 6,689 – 14,577
Salica Environmental Technologies Fund 10,918 (2,750) – 8,168
Ada Health 9,638 (5,390) – 4,248
MMC SPV 3 LP 1,651 1,669 – 3,320
Bizongo 5,585 (4,946) – 639
Reaction Engines 10,625 (10,625) – –
OcuTerra 4,804 (4,804) – –
Material revaluations of unquoted investments during the year 2023 Opening Closing
valuation at valuation at
31 December Valuation Purchases/ 31 December
2022 adjustment (disposals) 2023
£’000 £’000 £’000 £’000
Atom Bank 31,686 (8,581) – 23,105
Ada Health 7,122 2,516 – 9,638
Revolut LLP 5,436 2,452 – 7,888
Federated Wireless 11,227 (4,835) – 6,392
Kymab 1,831 4,539 – 6,370
Genomics 8,854 (3,715) – 5,139
BenevolentAI 11,935 (9,679) (80) 2,176
AMO Pharma 16,408 (15,058) – 1,350
Material disposals of unquoted investments during the year 2024 Gain/(loss)
Carrying on carrying
value at value at
31 December Sales 31 December
Book cost 2023 Proceeds 2024
£’000 £’000 £’000 £’000
Kymab – 4,539 4,539 –
Carmot Therapeutics 1,358 4,262 3,148 (1,114)
Introduction Strategic Report Governance Financial Other Information (Unaudited)
8. Investments held at fair value through profit or loss
(a) Movement in investments
2024 2023
£’000 £’000
Opening book cost 553,693 581,253
Opening investment holding losses (343,600) (338,749)
Opening fair value 210,093 242,504
Purchases at cost 55,220 35,999
Sales proceeds (56,949) (36,395)
Losses on investments held at fair value through pro t or loss (47,267) (32,015)
Closing fair value 161,097 210,093
Closing book cost 528,514 553,693
Closing investment holding losses (367,417) (343,600)
Closing fair value 161,097 210,093
The Company received £56,949,000 (2023: £36,395,000) from investments sold in the year. The book cost of the investments when they were
purchased was £80,399,000 (2023: £63,560,000). These investments have been revalued over time and, until they were sold, any unrealised
gains/losses were included in the fair value of the investments.
(b) Unquoted investments, including investments quoted in inactive markets
Material revaluations of unquoted investments during the year 2024 Opening Closing
valuation at valuation at
31 December Valuation Purchases/ 31 December
2023 adjustment (disposals) 2024
£’000 £’000 £’000 £’000
Revolut LLP 7,888 6,689 – 14,577
Salica Environmental Technologies Fund 10,918 (2,750) – 8,168
Ada Health 9,638 (5,390) – 4,248
MMC SPV 3 LP 1,651 1,669 – 3,320
Bizongo 5,585 (4,946) – 639
Reaction Engines 10,625 (10,625) – –
OcuTerra 4,804 (4,804) – –
Material revaluations of unquoted investments during the year 2023 Opening Closing
valuation at valuation at
31 December Valuation Purchases/ 31 December
2022 adjustment (disposals) 2023
£’000 £’000 £’000 £’000
Atom Bank 31,686 (8,581) – 23,105
Ada Health 7,122 2,516 – 9,638
Revolut LLP 5,436 2,452 – 7,888
Federated Wireless 11,227 (4,835) – 6,392
Kymab 1,831 4,539 – 6,370
Genomics 8,854 (3,715) – 5,139
BenevolentAI 11,935 (9,679) (80) 2,176
AMO Pharma 16,408 (15,058) – 1,350
Material disposals of unquoted investments during the year 2024 Gain/(loss)
Carrying on carrying
value at value at
31 December Sales 31 December
Book cost 2023 Proceeds 2024
£’000 £’000 £’000 £’000
Kymab – 4,539 4,539 –
Carmot Therapeutics 1,358 4,262 3,148 (1,114)
8.
Investments held at fair value through profit or loss
continued
(b) Unquoted investments, including investments quoted in inactive markets continued
Material disposals of unquoted investments during the year 2023 Gain based
Carrying on carrying
value at value at
31 December Sales 31 December
Book cost 2022 Proceeds 2023
£’000 £’000 £’000 £’000
Tessian 4,806 3,928 5,217 1,289
(c) Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission, were incurred in the year:
2024 2023
£’000 £’000
On acquisitions – –
On disposals 13 10
13 10
9. Current assets \
2024 2023
Debtors £’000 £’000
Securities sold awaiting settlement – 5,217
Dividends and interest receivable 184 191
Other debtors 114 103
298 5,511
The Directors consider that the carrying amount of accrued income and debtors approximate to their fair value.
Cash and cash equivalents
The carrying amount of cash, amounting to £1,948,000 (2023: £2,913,000) represents its fair value.
10. Creditors: amounts falling due within one year 2024 2023
Creditors: amounts falling due within one year £’000 £’000
Repurchase and cancellation of the Company’s own shares awaiting settlement 21 75
Management fee payable 208 633
Other creditors and accruals 669 745
898 1,453
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
11. Called-up share capital 2024 2023
£’000 £’000
Ordinary shares of 1p each allotted, called up and fully paid:
Opening balance of 857,360,026 (2023: 904,219,238) shares 8,573 9,042
Repurchase and cancellation of 42,868,001 (2023: 46,859,212) shares (428) (469)
Closing balance of 814,492,025 (2023: 857,360,026) shares 8,145 8,573
During the year, the Company made market purchases of 42,868,001 of its own shares, nominal value £428,000, for cancellation, representing
5.0% of the shares outstanding at the beginning of the year. The total consideration paid for these shares amounted to £5,286,000. The reason
for these purchases was to seek to manage the volatility of the share price discount to NAV per share.
64 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
(b) Unquoted investments, including investments quoted in inactive markets continued
Material disposals of unquoted investments during the year 2023 Gain based
Carrying on carrying
value at value at
31 December Sales 31 December
Book cost 2022 Proceeds 2023
£’000 £’000 £’000 £’000
Tessian 4,806 3,928 5,217 1,289
(c) Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission, were incurred in the year:
2024 2023
£’000 £’000
On acquisitions – –
On disposals 13 10
13 10
9. Current assets \
2024 2023
Debtors £’000 £’000
Securities sold awaiting settlement – 5,217
Dividends and interest receivable 184 191
Other debtors 114 103
298 5,511
The Directors consider that the carrying amount of accrued income and debtors approximate to their fair value.
Cash and cash equivalents
The carrying amount of cash, amounting to £1,948,000 (2023: £2,913,000) represents its fair value.
10. Creditors: amounts falling due within one year 2024 2023
Creditors: amounts falling due within one year £’000 £’000
Repurchase and cancellation of the Company’s own shares awaiting settlement 21 75
Management fee payable 208 633
Other creditors and accruals 669 745
898 1,453
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
11. Called-up share capital 2024 2023
£’000 £’000
Ordinary shares of 1p each allotted, called up and fully paid:
Opening balance of 857,360,026 (2023: 904,219,238) shares 8,573 9,042
Repurchase and cancellation of 42,868,001 (2023: 46,859,212) shares (428) (469)
Closing balance of 814,492,025 (2023: 857,360,026) shares 8,145 8,573
During the year, the Company made market purchases of 42,868,001 of its own shares, nominal value £428,000, for cancellation, representing
5.0% of the shares outstanding at the beginning of the year. The total consideration paid for these shares amounted to £5,286,000. The reason
for these purchases was to seek to manage the volatility of the share price discount to NAV per share.
64 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
65
Introduction Strategic Report Governance Financial Other Information (Unaudited)
12. Reserves Capital reserves
Losses on Investment
Share Capital Special sales of holding Revenue
premium
1
redemption
2
reserve
3
investments
4
losses
5
reserve
6
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2023 – 513 883,145 (301,904) (344,260) (29,003)
Losses on sales of investments based on historic cost – – – (23,450) – –
Net movement in investment holding gains and losses – – – – (23,817) –
Repurchase and cancellation of the Company’s own shares – 428 (5,286) – – –
Exchange gains – – – (17) – –
Retained revenue loss for the year – – – – – (2,049)
At 31 December 2024 – 941 877,859 (325,371) (368,077) (31,052)
Capital reserves
Losses on Investment
Share Capital Special sales of holding Revenue
premium
1
redemption
2
reserve
3
investments
4
losses
5
reserve
6
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2022 891,017 44 – (275,594) (339,409) (27,178)
Losses on sales of investments based on historic cost – – – (27,164) – –
Net movement in investment holding gains and losses – – – – (4,851) –
Repurchase and cancellation of the Company’s own shares – 469 (7,872) 812 – –
Exchange gains – – – 42 – –
Cancellation of share premium (891,017) – 891,017 – – –
Retained revenue loss for the year – – – – – (1,825)
At 31 December 2023 – 513 883,145 (301,904) (344,260) (29,003)
The Company’s articles of association permit dividend distributions out of realised capital pro ts.
1
The share premium reserve is a non distributable reserve and represents the amount by which the fair value of the consideration received from shares issued
exceeds the nominal value of shares issued. Following an application to the Court on 18 July 2023, the Company has cancelled its share premium reserve and
transferred amounts to the special reserve which was converted to a distributable reserve.
2
The capital redemption reserve represents the accumulated nominal value of shares repurchased for cancellation. This reserve is not distributable.
3
This is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company’s
own shares.
4
This is a realised (distributable) capital reserve and a positive balance may be used to repurchase the Company’s own shares or distributed as dividends. However,
the Company is not currently in a position to make such a distribution as the balance is negative.
5
This reserve may include some 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 Company’s own shares) and those that
are unrealised. The Company is not currently in a position to make any distributions due to total net negative balances on its capital and revenue reserves.
6
A positive balance on the revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.
13. Net asset value per share 2024 2023
Net assets (£’000) 162,445 217,064
Shares in issue at the year end 814,492,025 857,360,026
Net asset value per share (pence) 19.94 25.32
14. Uncalled capital commitments
At 31 December 2024, the Company had uncalled capital commitments amounting to £1,049,000 (2023: £3,275,000) in respect of follow-on
investments, which may be called by investee companies, subject to their achievement of certain milestones and objectives.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
12. Reserves Capital reserves
Losses on Investment
Share Capital Special sales of holding Revenue
premium
1
redemption
2
reserve
3
investments
4
losses
5
reserve
6
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2023 – 513 883,145 (301,904) (344,260) (29,003)
Losses on sales of investments based on historic cost – – – (23,450) – –
Net movement in investment holding gains and losses – – – – (23,817) –
Repurchase and cancellation of the Company’s own shares – 428 (5,286) – – –
Exchange gains – – – (17) – –
Retained revenue loss for the year – – – – – (2,049)
At 31 December 2024 – 941 877,859 (325,371) (368,077) (31,052)
Capital reserves
Losses on Investment
Share Capital Special sales of holding Revenue
premium
1
redemption
2
reserve
3
investments
4
losses
5
reserve
6
£’000 £’000 £’000 £’000 £’000 £’000
At 31 December 2022 891,017 44 – (275,594) (339,409) (27,178)
Losses on sales of investments based on historic cost – – – (27,164) – –
Net movement in investment holding gains and losses – – – – (4,851) –
Repurchase and cancellation of the Company’s own shares – 469 (7,872) 812 – –
Exchange gains – – – 42 – –
Cancellation of share premium (891,017) – 891,017 – – –
Retained revenue loss for the year – – – – – (1,825)
At 31 December 2023 – 513 883,145 (301,904) (344,260) (29,003)
The Company’s articles of association permit dividend distributions out of realised capital pro ts.
1
The share premium reserve is a non distributable reserve and represents the amount by which the fair value of the consideration received from shares issued
exceeds the nominal value of shares issued. Following an application to the Court on 18 July 2023, the Company has cancelled its share premium reserve and
transferred amounts to the special reserve which was converted to a distributable reserve.
2
The capital redemption reserve represents the accumulated nominal value of shares repurchased for cancellation. This reserve is not distributable.
3
This is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company’s
own shares.
4
This is a realised (distributable) capital reserve and a positive balance may be used to repurchase the Company’s own shares or distributed as dividends. However,
the Company is not currently in a position to make such a distribution as the balance is negative.
5
This reserve may include some 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 Company’s own shares) and those that
are unrealised. The Company is not currently in a position to make any distributions due to total net negative balances on its capital and revenue reserves.
6
A positive balance on the revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.
13. Net asset value per share 2024 2023
Net assets (£’000) 162,445 217,064
Shares in issue at the year end 814,492,025 857,360,026
Net asset value per share (pence) 19.94 25.32
14. Uncalled capital commitments
At 31 December 2024, the Company had uncalled capital commitments amounting to £1,049,000 (2023: £3,275,000) in respect of follow-on
investments, which may be called by investee companies, subject to their achievement of certain milestones and objectives.
15.
Transactions with the Manager and Alternative Investment Fund Manager (AIFM)
Under the terms of the AIFM Agreement, the Manager is entitled to receive a management fee and a company secretarial fee. Details of the
basis of the management fee calculation are given in the Directors’ Report on page 37. A management fee amounting to £893,000
(2023: £1,252,000) is payable to Schroder Investment Management Limited for the year ended 31 December 2024, of which £208,000
(2023: £633,000) was outstanding at the year end.
Fees amounting to £165,000 (2023: £165,000) were payable to Schroder Unit Trusts Limited for services as AIFM, following its appointment as
AIFM with e ect from 1 October 2022, of which £41,000 (2023: £206,000) was outstanding at the year end.
Under the terms of the Alternative Investment Management Agreement dated 29 September 2022, Schroder Unit Trusts Limited may reclaim
from the Company certain expenses which it has paid on behalf of the Company to HSBC in connection with accounting and administrative
services provided to the Company. These charges amounted to £118,000 (2023: £128,000), of which £177,000 (2023: £60,000) was outstanding
at the year end.
No Director of the Company served as a Director of any member of the Schroder Group or its a liates at any time during the year.
16. Related party transactions
Details of the remuneration payable to Directors are given in the Directors’ Remuneration Report on page 46 and details of Directors’
shareholdings are given in the Directors’ Remuneration Report on page 47. Details of transactions with the Manager, the AIFM and its
associated companies are given in note 15 above. There have been no other transactions with related parties during the year (2023: nil).
17. Disclosures regarding financial instruments measured at fair value
The Company’s nancial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio and derivative
nancial instruments.
FRS 102 requires that nancial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair value
measurement is categorised in its entirety on the basis of the lowest level input that is signi cant to the fair value measurement.
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 Company’s policy for valuing investments and derivative instruments are given in note 1(c) on pages 59 to 60 and 1(g) on page 60.
Level 3 investments have been valued in accordance with note 1(c)(i) - (iv).
The primary technique for investments with no expected short-term earnings or where the investment outcome is based on a discrete set of
(often binary) scenarios and for which investments are funded for, is the milestone approach. This is typically the case for pre-revenue and
clinical life science investments. The milestone approach is based on a set of agreed milestones at the time of the initial investment. These
include various measurements depending on the type of investment, the industry as well as the key drivers of the investment company.
Progress against these milestones is measured at each valuation date and drives fair value changes. If a milestone event was achieved or if it
was failed to achieve, a variety of valuation techniques may be used to quantify the resulting fair value impact.
The primary technique for investments that are producing either maintainable revenues or earnings is the market approach. This approach
determines the fair value of a company based on the market price of selected comparable companies or recent transactions (or a combination
of both) and its relationship to relevant performance measures with the assumption that the relationship between the market price and the
nancial performance of the comparable company is similar. The relevant multiples can be subject to adjustments for general qualitative
di erences between the underlying portfolio company and the comparable companies. These adjustments may include, but are not limited to,
di erences due to size, marketability, growth pro le or the market size of end-markets.
The primary technique for investments that have not yet or have just commenced to produce revenues and that possess material future
earnings potential is the Probability-Weighted-Expected-Return-Method (“PWERM”). It involves estimating the expected cash ows of the
company under di erent scenarios, such as best-case, base-case, and worst-case scenarios. Each scenario is assigned a probability based on
the likelihood of its occurrence. The expected cash ows are then discounted back to their present value using an appropriate discount rate,
which re ects the risk and uncertainty associated with each scenario. The PWERM approach also considers other factors such as changes in
market conditions, industry trends, competitive landscape, regulatory changes, and other macroeconomic factors. Adjustments are made to the
cash ow projections and discount rates to re ect these factors and their potential impact on the company’s value.
Once a company’s value is established, it is allocated to the company’s various share classes. Early-stage, venture and growth investments
typically possess complex capital structures with varying rights and economic preferences attached to each share class. To assess the relative
value of these individual share classes, either a qualitative scenario-analysis of the expected ultimate pay-o pro le of each share class, or an
option pricing model is utilised. The relative value of each share class is dependent on the expected time to exit, volatility, and other relevant
quantitative or qualitative parameters.
The following table provides an overview of the select (primary) valuation techniques:
66 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Under the terms of the AIFM Agreement, the Manager is entitled to receive a management fee and a company secretarial fee. Details of the
basis of the management fee calculation are given in the Directors’ Report on page 37. A management fee amounting to £893,000
(2023: £1,252,000) is payable to Schroder Investment Management Limited for the year ended 31 December 2024, of which £208,000
(2023: £633,000) was outstanding at the year end.
Fees amounting to £165,000 (2023: £165,000) were payable to Schroder Unit Trusts Limited for services as AIFM, following its appointment as
AIFM with e ect from 1 October 2022, of which £41,000 (2023: £206,000) was outstanding at the year end.
Under the terms of the Alternative Investment Management Agreement dated 29 September 2022, Schroder Unit Trusts Limited may reclaim
from the Company certain expenses which it has paid on behalf of the Company to HSBC in connection with accounting and administrative
services provided to the Company. These charges amounted to £118,000 (2023: £128,000), of which £177,000 (2023: £60,000) was outstanding
at the year end.
No Director of the Company served as a Director of any member of the Schroder Group or its a liates at any time during the year.
16. Related party transactions
Details of the remuneration payable to Directors are given in the Directors’ Remuneration Report on page 46 and details of Directors’
shareholdings are given in the Directors’ Remuneration Report on page 47. Details of transactions with the Manager, the AIFM and its
associated companies are given in note 15 above. There have been no other transactions with related parties during the year (2023: nil).
17. Disclosures regarding financial instruments measured at fair value
The Company’s nancial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio and derivative
nancial instruments.
FRS 102 requires that nancial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair value
measurement is categorised in its entirety on the basis of the lowest level input that is signi cant to the fair value measurement.
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 Company’s policy for valuing investments and derivative instruments are given in note 1(c) on pages 59 to 60 and 1(g) on page 60.
Level 3 investments have been valued in accordance with note 1(c)(i) - (iv).
The primary technique for investments with no expected short-term earnings or where the investment outcome is based on a discrete set of
(often binary) scenarios and for which investments are funded for, is the milestone approach. This is typically the case for pre-revenue and
clinical life science investments. The milestone approach is based on a set of agreed milestones at the time of the initial investment. These
include various measurements depending on the type of investment, the industry as well as the key drivers of the investment company.
Progress against these milestones is measured at each valuation date and drives fair value changes. If a milestone event was achieved or if it
was failed to achieve, a variety of valuation techniques may be used to quantify the resulting fair value impact.
The primary technique for investments that are producing either maintainable revenues or earnings is the market approach. This approach
determines the fair value of a company based on the market price of selected comparable companies or recent transactions (or a combination
of both) and its relationship to relevant performance measures with the assumption that the relationship between the market price and the
nancial performance of the comparable company is similar. The relevant multiples can be subject to adjustments for general qualitative
di erences between the underlying portfolio company and the comparable companies. These adjustments may include, but are not limited to,
di erences due to size, marketability, growth pro le or the market size of end-markets.
The primary technique for investments that have not yet or have just commenced to produce revenues and that possess material future
earnings potential is the Probability-Weighted-Expected-Return-Method (“PWERM”). It involves estimating the expected cash ows of the
company under di erent scenarios, such as best-case, base-case, and worst-case scenarios. Each scenario is assigned a probability based on
the likelihood of its occurrence. The expected cash ows are then discounted back to their present value using an appropriate discount rate,
which re ects the risk and uncertainty associated with each scenario. The PWERM approach also considers other factors such as changes in
market conditions, industry trends, competitive landscape, regulatory changes, and other macroeconomic factors. Adjustments are made to the
cash ow projections and discount rates to re ect these factors and their potential impact on the company’s value.
Once a company’s value is established, it is allocated to the company’s various share classes. Early-stage, venture and growth investments
typically possess complex capital structures with varying rights and economic preferences attached to each share class. To assess the relative
value of these individual share classes, either a qualitative scenario-analysis of the expected ultimate pay-o pro le of each share class, or an
option pricing model is utilised. The relative value of each share class is dependent on the expected time to exit, volatility, and other relevant
quantitative or qualitative parameters.
The following table provides an overview of the select (primary) valuation techniques:
66 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
67
Introduction Strategic Report Governance Financial Other Information (Unaudited)
2024 2023
% of % of
Range of unquoted Range of unquoted
Valuation techniques Key input metric utilised portfolio metric utilised portfolio
Market approach
Adjusted transaction price Premium/(discount) to last (39.5)% to 0.0% 35.0 (33.9)% to 7.3% 37.9
Adjusted transaction price
Multiples-based Multiple of Sales 5.7x to 17.7x 22.0 7.0x to 9.5x 33.3
Multiple of Gross Pro t 9.0x to 15.2x 15.3 9.0x to 13.6x
Milestone approach Discount rate
1 0% to 35.0% 4.8 17.5% to 35.0% 8.3
Probability-weighted-expected return 20.0% to 30.0% 16.5 13.5
Third-party fund NAV N/A N/A 6.4 N/A 7.5
N/A
No range utilised.
1
The Discount rate is the Key input for the Milestone approach and the Probability-weighted-expected return valuation techniques.
At 31 December, the Company’s investment portfolio and any derivative nancial instruments were categorised as follows:
2024
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments in equities – quoted 3,125 29,635 902 33,662
– unquoted – – 127,435 127,435
Total 3,125 29,635 128,337 161,097
The Level 2 asset relates to the holding in Schroders Special Situations - Sterling Liquidity Plus Fund. BenevolentAI is quoted, but the market is
inactive. Thus its valuation has been determined in accordance with the process followed for unquoted assets and included in Level 3 above.
2023
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments in equities – quoted 54,603 9,733 2,176 66,512
– unquoted – – 143,581 143,581
Total 54,603 9,733 145,757 210,093
Movements in fair value measurements included in Level 3 during the year are as follows:
2024 2023
£’000 £’000
Opening book cost 473,660 458,690
Opening investment holding losses (327,903) (299,897)
Opening valuation 145,757 158,793
Purchases at cost 19,039 22,759
Sales proceeds (10,507) (6,056)
Transfer between Level 3 and Level 1 – –
Net movement in investment holding gains and losses (25,952) (29,739)
Closing valuation 128,337 145,757
Closing book cost 487,324 473,660
Closing investment holding losses (358,987) (327,903)
Total level 3 investments held at fair value through pro t or loss 128,337 145,757
The company received £10,507,000 (2023: £6,056,000) from Level 3 investments sold in the year. The book cost of the investments when they
were purchased was £5,375,000 (2023: £7,789,000). 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.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
2024 2023
% of % of
Range of unquoted Range of unquoted
Valuation techniques Key input metric utilised portfolio metric utilised portfolio
Market approach
Adjusted transaction price Premium/(discount) to last (39.5)% to 0.0% 35.0 (33.9)% to 7.3% 37.9
Adjusted transaction price
Multiples-based Multiple of Sales 5.7x to 17.7x 22.0 7.0x to 9.5x 33.3
Multiple of Gross Pro t 9.0x to 15.2x 15.3 9.0x to 13.6x
Milestone approach Discount rate
1 0% to 35.0% 4.8 17.5% to 35.0% 8.3
Probability-weighted-expected return 20.0% to 30.0% 16.5 13.5
Third-party fund NAV N/A N/A 6.4 N/A 7.5
N/A
No range utilised.
1
The Discount rate is the Key input for the Milestone approach and the Probability-weighted-expected return valuation techniques.
At 31 December, the Company’s investment portfolio and any derivative nancial instruments were categorised as follows:
2024
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments in equities – quoted 3,125 29,635 902 33,662
– unquoted – – 127,435 127,435
Total 3,125 29,635 128,337 161,097
The Level 2 asset relates to the holding in Schroders Special Situations - Sterling Liquidity Plus Fund. BenevolentAI is quoted, but the market is
inactive. Thus its valuation has been determined in accordance with the process followed for unquoted assets and included in Level 3 above.
2023
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Investments in equities – quoted 54,603 9,733 2,176 66,512
– unquoted – – 143,581 143,581
Total 54,603 9,733 145,757 210,093
Movements in fair value measurements included in Level 3 during the year are as follows:
2024 2023
£’000 £’000
Opening book cost 473,660 458,690
Opening investment holding losses (327,903) (299,897)
Opening valuation 145,757 158,793
Purchases at cost 19,039 22,759
Sales proceeds (10,507) (6,056)
Transfer between Level 3 and Level 1 – –
Net movement in investment holding gains and losses (25,952) (29,739)
Closing valuation 128,337 145,757
Closing book cost 487,324 473,660
Closing investment holding losses (358,987) (327,903)
Total level 3 investments held at fair value through pro t or loss 128,337 145,757
The company received £10,507,000 (2023: £6,056,000) from Level 3 investments sold in the year. The book cost of the investments when they
were purchased was £5,375,000 (2023: £7,789,000). 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.
18.
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
nancial risks that could result in a reduction in the Company’s net assets or a reduction in the pro ts available for dividends. These nancial
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 Company’s classes of nancial instruments may comprise the following:
– investments in shares of quoted and unquoted companies which are held in accordance with the Company’s investment objective;
– short-term debtors, creditors and cash arising directly from its operations; and
– forward foreign currency contracts, the purpose of which is to manage the currency risk arising from the Company’s investment
activities.
(a) Market risk
The fair value or future cash ows of a nancial instrument held by the Company may uctuate because of changes in market prices. This
market risk comprises three elements: currency risk, interest rate risk and other 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 analyses 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
Certain of the Company’s assets, liabilities and income are denominated in currencies other than sterling, which is the Company’s functional
currency and the presentational currency of the accounts. As a result, movements in exchange rates will a ect the sterling value of those items.
Management of currency risk
The AIFM monitors the Company’s 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 e ect on the
Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income and expenses
are exposed.
Income denominated in foreign currencies is converted into sterling on receipt
It is currently not the Company’s policy to hedge against currency risk, but the Manager may, with the board’s consent and oversight, hedge
against speci c currencies, depending on their longer term view.
Foreign currency exposure
The fair value of the Company’s monetary items that have foreign currency exposure at 31 December are shown below.
2024
Norwegian Swiss US
Euro Krone Francs Dollars Total
£’000 £’000 £’000 £’000 £’000
Cash and cash equivalents 17 – 1 7 25
Investments held at fair value through pro t or loss 16,277 – 8,515 1,731 86,523
Total net foreign currency exposure 16,294 – 8,516 61,738 86,548
2023
Norwegian Swiss US
Euro Krone Francs Dollars Total
£’000 £’000 £’000 £’000 £’000
Cash and cash equivalents 11 – 3 583 597
Investments held at fair value through pro t or loss 22,051 – 6,997 70,255 99,303
Total net foreign currency exposure 22,062 – 7,000 70,838 99,900
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 net pro t for the year and net assets with regard to the Company’s monetary nancial assets and
nancial liabilities and exchange rates. The sensitivity analysis is based on the Company’s foreign and non-monetary currency nancial
instruments held at each accounting date and assumes a 10% (2023: 10%) appreciation or depreciation in sterling against all the currencies to
which the Company is exposed, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
68 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
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
nancial risks that could result in a reduction in the Company’s net assets or a reduction in the pro ts available for dividends. These nancial
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 Company’s classes of nancial instruments may comprise the following:
– investments in shares of quoted and unquoted companies which are held in accordance with the Company’s investment objective;
– short-term debtors, creditors and cash arising directly from its operations; and
– forward foreign currency contracts, the purpose of which is to manage the currency risk arising from the Company’s investment
activities.
(a) Market risk
The fair value or future cash ows of a nancial instrument held by the Company may uctuate because of changes in market prices. This
market risk comprises three elements: currency risk, interest rate risk and other 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 analyses 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
Certain of the Company’s assets, liabilities and income are denominated in currencies other than sterling, which is the Company’s functional
currency and the presentational currency of the accounts. As a result, movements in exchange rates will a ect the sterling value of those items.
Management of currency risk
The AIFM monitors the Company’s 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 e ect on the
Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income and expenses
are exposed.
Income denominated in foreign currencies is converted into sterling on receipt
It is currently not the Company’s policy to hedge against currency risk, but the Manager may, with the board’s consent and oversight, hedge
against speci c currencies, depending on their longer term view.
Foreign currency exposure
The fair value of the Company’s monetary items that have foreign currency exposure at 31 December are shown below.
2024
Norwegian Swiss US
Euro Krone Francs Dollars Total
£’000 £’000 £’000 £’000 £’000
Cash and cash equivalents 17 – 1 7 25
Investments held at fair value through pro t or loss 16,277 – 8,515 1,731 86,523
Total net foreign currency exposure 16,294 – 8,516 61,738 86,548
2023
Norwegian Swiss US
Euro Krone Francs Dollars Total
£’000 £’000 £’000 £’000 £’000
Cash and cash equivalents 11 – 3 583 597
Investments held at fair value through pro t or loss 22,051 – 6,997 70,255 99,303
Total net foreign currency exposure 22,062 – 7,000 70,838 99,900
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 net pro t for the year and net assets with regard to the Company’s monetary nancial assets and
nancial liabilities and exchange rates. The sensitivity analysis is based on the Company’s foreign and non-monetary currency nancial
instruments held at each accounting date and assumes a 10% (2023: 10%) appreciation or depreciation in sterling against all the currencies to
which the Company is exposed, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
68 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
69
Introduction Strategic Report Governance Financial Other Information (Unaudited)
If sterling had weakened by 10% this would have had the following e ect:
2024 2023
£’000 £’000
Income Statement – return after taxation
Revenue return 12 17
Capital return 8,655 9,990
Total return after taxation 8,667 10,007
Net assets 8,667 10,007
Conversely if sterling had strengthened by 10% this would have had the following e ect:
2024 2023
£’000 £’000
Income Statement – return after taxation
Revenue return (12) (17)
Capital return (8,655) (9,990)
Total return after taxation (8,667) (10,007)
Net assets (8,667) (10,007)
In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole of the current and comparative year.
(ii) Interest rate risk
Interest rate movements may a ect the level of income receivable on cash balances and the interest payable on the bank overdraft 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 board would not normally expect gearing to
exceed 20% where gearing is de ned as borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
Interest rate exposure
The exposure of nancial assets and nancial liabilities to oating interest rates, giving cash ow interest rate risk when rates are re-set, is shown
below:
2024 2023
£’000 £’000
Exposure to oating interest rates:
Cash and cash equivalents 1,948 2,913
The oating rate assets comprise cash deposits on call. Sterling cash deposits at call earn interest at oating rates based on Sterling Overnight
Index Average rates (“SONIA”).
The above year end amount may not be representative of the exposure to interest rates during the year, due to uctuating cash balances.
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.5% (2023: 1.5%) increase or decrease
in interest rates in regards to the Company’s monetary nancial assets and nancial liabilities. 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 monetary nancial
instruments which are exposed to interest rate changes held at the accounting date, with all other variables held constant.
2024 2023
1.5% increase 1.5% decrease 1.5% increase 1.5% decrease
in rate in rate in rate in rate
£’000 £’000 £’000 £’000
Income statement – return after taxation
Revenue return 29 (29) 44 (44)
Capital return – – – –
Total return after taxation 29 (29) 44 (44)
Net assets 29 (29) 44 (44)
Introduction Strategic Report Governance Financial Other Information (Unaudited)
If sterling had weakened by 10% this would have had the following e ect:
2024 2023
£’000 £’000
Income Statement – return after taxation
Revenue return 12 17
Capital return 8,655 9,990
Total return after taxation 8,667 10,007
Net assets 8,667 10,007
Conversely if sterling had strengthened by 10% this would have had the following e ect:
2024 2023
£’000 £’000
Income Statement – return after taxation
Revenue return (12) (17)
Capital return (8,655) (9,990)
Total return after taxation (8,667) (10,007)
Net assets (8,667) (10,007)
In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole of the current and comparative year.
(ii) Interest rate risk
Interest rate movements may a ect the level of income receivable on cash balances and the interest payable on the bank overdraft 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 board would not normally expect gearing to
exceed 20% where gearing is de ned as borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
Interest rate exposure
The exposure of nancial assets and nancial liabilities to oating interest rates, giving cash ow interest rate risk when rates are re-set, is shown
below:
2024 2023
£’000 £’000
Exposure to oating interest rates:
Cash and cash equivalents 1,948 2,913
The oating rate assets comprise cash deposits on call. Sterling cash deposits at call earn interest at oating rates based on Sterling Overnight
Index Average rates (“SONIA”).
The above year end amount may not be representative of the exposure to interest rates during the year, due to uctuating cash balances.
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.5% (2023: 1.5%) increase or decrease
in interest rates in regards to the Company’s monetary nancial assets and nancial liabilities. 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 monetary nancial
instruments which are exposed to interest rate changes held at the accounting date, with all other variables held constant.
2024 2023
1.5% increase 1.5% decrease 1.5% increase 1.5% decrease
in rate in rate in rate in rate
£’000 £’000 £’000 £’000
Income statement – return after taxation
Revenue return 29 (29) 44 (44)
Capital return – – – –
Total return after taxation 29 (29) 44 (44)
Net assets 29 (29) 44 (44)
18.
Financial instruments’ exposure to risk and risk management policies
continued
(a) Market risk continued
(iii) Market price risk
Market price risk includes changes in market prices, other than those arising from interest rate risk, which may a ect the value of 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
countries and 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 pro le. The
Board may authorise the Manager to enter derivative transactions for the purpose of protecting the portfolio against falls in market prices.
Market price risk exposure
The Company’s total exposure to changes in market prices at 31 December comprises the following:
2024 2023
£’000 £’000
Investments held at fair value through pro t or loss 161,097 210,093
The above data is broadly representative of the exposure to market price risk during the year.
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 20% (2023:
20%) in the fair values of the Company’s investments. This level of change is considered to be a reasonable illustration based on observation of
current market conditions.
2024 2023
20% increase 20% decrease 20% increase 20% decrease
in fair value in fair value in fair value in fair value
£’000 £’000 £’000 £’000
Income statement – return after taxation
Revenue return – – – –
Capital return 32,219 (32,219) 42,019 (42,019)
Total return after taxation and net assets 32,219 (32,219) 42,019 (42,019)
Percentage change in net asset value 19.8 (19.8) 19.4 (19.4)
(b) Liquidity risk
This is the risk that the Company will encounter di culty in meeting its obligations associated with nancial liabilities that are settled by
delivering cash or another nancial asset.
Management of the risk
The Company’s assets include readily realisable securities amounting to £32,760,000 (2023: £64,336,000), which can be sold to meet ongoing
funding requirements. Additionally, the Company has level 3 investments valued at £128,337,000 (2023: £145,757,000) which are illiquid, but
could be sold if required.
Liquidity risk exposure
Contractual maturities of nancial liabilities, based on the earliest date on which payment can be required are as follows:
2024 2023
More than More than
three three
months months
Three but not More Three but not More
months more than than months more than than
or less one year one year Total or less one year one year Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Creditors: amounts falling due within
one year
Other creditors and accruals 898 – – 898 1,453 – – 1,453
Uncalled capital commitments – 1,049 – 1,049 549 1,328 1,398 3,275
898 1,049 – 1,947 2,002 1,328 1,398 4,728
70 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
(a) Market risk continued
(iii) Market price risk
Market price risk includes changes in market prices, other than those arising from interest rate risk, which may a ect the value of 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
countries and 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 pro le. The
Board may authorise the Manager to enter derivative transactions for the purpose of protecting the portfolio against falls in market prices.
Market price risk exposure
The Company’s total exposure to changes in market prices at 31 December comprises the following:
2024 2023
£’000 £’000
Investments held at fair value through pro t or loss 161,097 210,093
The above data is broadly representative of the exposure to market price risk during the year.
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 20% (2023:
20%) in the fair values of the Company’s investments. This level of change is considered to be a reasonable illustration based on observation of
current market conditions.
2024 2023
20% increase 20% decrease 20% increase 20% decrease
in fair value in fair value in fair value in fair value
£’000 £’000 £’000 £’000
Income statement – return after taxation
Revenue return – – – –
Capital return 32,219 (32,219) 42,019 (42,019)
Total return after taxation and net assets 32,219 (32,219) 42,019 (42,019)
Percentage change in net asset value 19.8 (19.8) 19.4 (19.4)
(b) Liquidity risk
This is the risk that the Company will encounter di culty in meeting its obligations associated with nancial liabilities that are settled by
delivering cash or another nancial asset.
Management of the risk
The Company’s assets include readily realisable securities amounting to £32,760,000 (2023: £64,336,000), which can be sold to meet ongoing
funding requirements. Additionally, the Company has level 3 investments valued at £128,337,000 (2023: £145,757,000) which are illiquid, but
could be sold if required.
Liquidity risk exposure
Contractual maturities of nancial liabilities, based on the earliest date on which payment can be required are as follows:
2024 2023
More than More than
three three
months months
Three but not More Three but not More
months more than than months more than than
or less one year one year Total or less one year one year Total
£’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000
Creditors: amounts falling due within
one year
Other creditors and accruals 898 – – 898 1,453 – – 1,453
Uncalled capital commitments – 1,049 – 1,049 549 1,328 1,398 3,275
898 1,049 – 1,947 2,002 1,328 1,398 4,728
70 Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
71
Introduction Strategic Report Governance Financial Other Information (Unaudited)
(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 signi cant and is managed as follows:
Portfolio dealing
The credit ratings of broker counterparties is monitored by the AIFM and limits are set on exposure to any one broker.
Exposure to the custodian
The custodian of the Company’s assets is HSBC Bank plc which has Long-Term Credit Ratings of AA- with Fitch and A1 with Moody’s. The
Company’s 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 Company’s cash balances
are all deposited with the custodian as banker and held on the custodian’s balance sheet. Accordingly, 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 amounts shown in the balance sheet under debtors and cash at bank and in hand represent the maximum exposure to credit risk at the
current and comparative year ends. No debtors are past their due date and none have been provided for. There has been no stock lending
during the year, or prior year.
(d) Fair values of nancial assets and nancial liabilities
All nancial assets and liabilities are either carried in the balance sheet at fair value, or the balance sheet amount is a reasonable approximation
of fair value.
19. Analysis of changes in net debt At At
31 December 31 December
2023 Cashflows 2024
£’000 £’000 £’000
Cash and cash equivalents
Cash and cash equivalents 2,913 (965) 1,948
20. Capital management policies and procedures
The Company’s capital is represented by its net assets and borrowings, which are managed to achieve the Company’s investment objective, as
set out on page 22. The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an
ongoing basis. The Board has now concluded the capital discipline policy, and it is unlikely share buybacks will occur in the future. Instead, the
Board will be prioritising the return of capital to shareholders, as announced in the Circular published on 31 January 2025.
The Company’s debt and capital structure comprises the following:
2024 2023
£’000 £’000
Equity
Called-up share capital 8,145 8,573
Reserves 154,300 208,491
Total equity 162,445 217,064
Introduction Strategic Report Governance Financial Other Information (Unaudited)
(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 signi cant and is managed as follows:
Portfolio dealing
The credit ratings of broker counterparties is monitored by the AIFM and limits are set on exposure to any one broker.
Exposure to the custodian
The custodian of the Company’s assets is HSBC Bank plc which has Long-Term Credit Ratings of AA- with Fitch and A1 with Moody’s. The
Company’s 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 Company’s cash balances
are all deposited with the custodian as banker and held on the custodian’s balance sheet. Accordingly, 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 amounts shown in the balance sheet under debtors and cash at bank and in hand represent the maximum exposure to credit risk at the
current and comparative year ends. No debtors are past their due date and none have been provided for. There has been no stock lending
during the year, or prior year.
(d) Fair values of nancial assets and nancial liabilities
All nancial assets and liabilities are either carried in the balance sheet at fair value, or the balance sheet amount is a reasonable approximation
of fair value.
19. Analysis of changes in net debt At At
31 December 31 December
2023 Cashflows 2024
£’000 £’000 £’000
Cash and cash equivalents
Cash and cash equivalents 2,913 (965) 1,948
20. Capital management policies and procedures
The Company’s capital is represented by its net assets and borrowings, which are managed to achieve the Company’s investment objective, as
set out on page 22. The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an
ongoing basis. The Board has now concluded the capital discipline policy, and it is unlikely share buybacks will occur in the future. Instead, the
Board will be prioritising the return of capital to shareholders, as announced in the Circular published on 31 January 2025.
The Company’s debt and capital structure comprises the following:
2024 2023
£’000 £’000
Equity
Called-up share capital 8,145 8,573
Reserves 154,300 208,491
Total equity 162,445 217,064
72
Schroders Capital Global Innovation Trust plc
21. Post balance sheet events
On 11 February 2025 Novartis, a publicly-listed company, announced the acquisition of Anthos Therapeutics, one of the Company’s
biotechnology investments, for a total purchase consideration of$925.0 million in cash, alongside potential future milestone and contingency
payments of up to $2.15 billion. Upon reviewing all relevant facts and circumstances, the Company considers this a non-adjusting event for
these nancial statements. The Company currently projects a positive revaluation adjustment of £0.7 million, re ecting an approximate increase
of 0.43% to the net asset value as of 31 December 2024.
On 13 March 2025, BenevolentAI, a public holding of the Company, delisted from the Euronext Amsterdam exchange following a successful
merger with Osaka Holdings S.a.r.l. In line with the Company’s valuation policy, this holding has been assessed using the procedures applicable
to private holdings, given BenevolentAI's lack of trading liquidity. Based on the last closing price on 12 March 2025, prior to the delisting, the
Company estimates a negative revaluation impact of £0.6 million, which corresponds to approximately 36 basis points on the net asset value as
of 31 December 2024.
On 17 March 2025 Taiho Pharmaceutical, a subsidiary of the publicly-listed conglomerate Otsuka Holdings, acquired Araris Biotech AG,
another investment within the Company’s biotechnology portfolio, at a purchase price of $400.0 million upfront, with the potential for
additional milestone payments of up to $740.0 million. After evaluating all pertinent facts and circumstances, the Company also regards this
as a non-adjusting event for these nancial statements. Based on the valuation implied by the up-front purchase consideration, near-term
milestone potential and accounting for speci c closing adjustments according to the Company’s valuation policy, the estimated value of its
holding would approximately be £19.5 million. This represents a positive valuation revision of £16.7 million, amounting to a positive increase of
approximately 10.1% to the net asset value as of 31 December 2024.
All unquoted holdings, including the investments mentioned above, will undergo further evaluation and nal determination in accordance with
the Company’s valuation policy as part of the publication of the quarterly net asset value for 31 March 2025.
Notes to the Financial Statements
continued
21. Post balance sheet events
On 11 February 2025 Novartis, a publicly-listed company, announced the acquisition of Anthos Therapeutics, one of the Company’s
biotechnology investments, for a total purchase consideration of$925.0 million in cash, alongside potential future milestone and contingency
payments of up to $2.15 billion. Upon reviewing all relevant facts and circumstances, the Company considers this a non-adjusting event for
these nancial statements. The Company currently projects a positive revaluation adjustment of £0.7 million, re ecting an approximate increase
of 0.43% to the net asset value as of 31 December 2024.
On 13 March 2025, BenevolentAI, a public holding of the Company, delisted from the Euronext Amsterdam exchange following a successful
merger with Osaka Holdings S.a.r.l. In line with the Company’s valuation policy, this holding has been assessed using the procedures applicable
to private holdings, given BenevolentAI's lack of trading liquidity. Based on the last closing price on 12 March 2025, prior to the delisting, the
Company estimates a negative revaluation impact of £0.6 million, which corresponds to approximately 36 basis points on the net asset value as
of 31 December 2024.
On 17 March 2025 Taiho Pharmaceutical, a subsidiary of the publicly-listed conglomerate Otsuka Holdings, acquired Araris Biotech AG,
another investment within the Company’s biotechnology portfolio, at a purchase price of $400.0 million upfront, with the potential for
additional milestone payments of up to $740.0 million. After evaluating all pertinent facts and circumstances, the Company also regards this
as a non-adjusting event for these nancial statements. Based on the valuation implied by the up-front purchase consideration, near-term
milestone potential and accounting for speci c closing adjustments according to the Company’s valuation policy, the estimated value of its
holding would approximately be £19.5 million. This represents a positive valuation revision of £16.7 million, amounting to a positive increase of
approximately 10.1% to the net asset value as of 31 December 2024.
All unquoted holdings, including the investments mentioned above, will undergo further evaluation and nal determination in accordance with
the Company’s valuation policy as part of the publication of the quarterly net asset value for 31 March 2025.
Notes to the Financial Statements
continued
73
Other
Information
(Unaudited)
Other Information (Unaudited)
Annual General Meeting – Recommendations 74
Notice of Annual General Meeting 75
Explanatory Notes to the Notice of Meeting 76
De nitions of Terms and Alternative
Performance Measures 78
Shareholder Information 80
Information about the Company 82
Other
Information
(Unaudited)
Other Information (Unaudited)
Annual General Meeting – Recommendations 74
Notice of Annual General Meeting 75
Explanatory Notes to the Notice of Meeting 76
De nitions of Terms and Alternative
Performance Measures 78
Shareholder Information 80
Information about the Company 82
74
Schroders Capital Global Innovation Trust plc
Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will be
held on Wednesday, 21 May 2025 at 12.30 pm. The formal Notice
of Meeting is set out on page 75.
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 9 are all ordinary resolutions. Resolution 1 is
a"required resolution. Resolution 2 and 3 concern the Directors’
Remuneration Report and Directors’ remuneration policy, which is set
out on pages 45 to 47. Resolutions"4 to 6 invite shareholders to
re-elect the Directors for another year following the
recommendations of the Nomination and Remuneration Committee,
set out on pages 43 and"44 (the Directors’ biographies are set out on
pages 34 and 35). Resolutions"7 and 8 concern the re-appointment
and remuneration of the Company’s Auditor, discussed in the Audit,
Risk and Valuation Committee Report on pages 39 to 41.
Special business
Resolution 9: Directors’ authority to allot shares
(ordinary resolution) and resolution 10: 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 rst o ering 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 £808,582.90 (being 10% of the issued
share capital (excluding any shares held in treasury) as at the date of
the Notice of AGM).
A special resolution will be proposed to authorise the Directors to
allot shares up to a maximum aggregate nominal amount of
£808,582.90 (being 10% of the issued share capital as at the date of
the Notice of AGM) on a non pre-emptive basis. This authority
includes shares that the Company sells or transfers that have been
held in treasury. The Directors do not intend to allot ordinary shares
or sell treasury shares, on a non-pre-emptive basis, pursuant to this
authority other than to take advantage of opportunities in the market
as they arise and only if they believe it to be advantageous to the
Company as a whole. Shares issued or treasury shares reissued,
under this authority, will be at a"price that is equal to or greater than
the Company’s NAV per share, plus any applicable costs, as at the
latest practicable date before the allotment of such shares.
If approved, both of these authorities will expire at the conclusion of
the AGM in 2026 unless renewed, varied or revoked earlier.
Resolution 11: authority to make market purchases of
the Company’s own shares (special resolution)
At the AGM held on 22 May 2024, the Company was granted
authority to make market purchases of up to 125,895,017 ordinary
shares of 1p each for cancellation or holding in treasury. 24,457,127
shares have been bought back under this authority and the Company
therefore has remaining authority to purchase up to 101,437,890
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. 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 AGM (excluding treasury shares). The Directors
will exercise this authority to buy back shares only when the share
price is at a discount to the Company’s NAV and only if the Directors
consider that any purchase would be for the bene t 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, this authority will lapse at the conclusion of the AGM in
2026 unless renewed, varied or revoked earlier.
Resolution 12: notice period for general meetings
(special resolution)
Resolution 12 set out in the Notice of AGM is a special resolution and
will, if passed, allow the Company to hold general meetings (other
than Annual General Meetings) on a minimum notice period of
14"clear days, rather than 21 clear days as required by the Companies
Act 2006. The approval, if granted, will be e ective 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 Company’s shareholders and will only do
so if the Company o ers 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 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 resolutions to be proposed at the
forthcoming AGM, as they intend to do in respect of their own
bene cial holdings.
Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will be
held on Wednesday, 21 May 2025 at 12.30 pm. The formal Notice
of Meeting is set out on page 75.
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 9 are all ordinary resolutions. Resolution 1 is
a"required resolution. Resolution 2 and 3 concern the Directors’
Remuneration Report and Directors’ remuneration policy, which is set
out on pages 45 to 47. Resolutions"4 to 6 invite shareholders to
re-elect the Directors for another year following the
recommendations of the Nomination and Remuneration Committee,
set out on pages 43 and"44 (the Directors’ biographies are set out on
pages 34 and 35). Resolutions"7 and 8 concern the re-appointment
and remuneration of the Company’s Auditor, discussed in the Audit,
Risk and Valuation Committee Report on pages 39 to 41.
Special business
Resolution 9: Directors’ authority to allot shares
(ordinary resolution) and resolution 10: 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 rst o ering 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 £808,582.90 (being 10% of the issued
share capital (excluding any shares held in treasury) as at the date of
the Notice of AGM).
A special resolution will be proposed to authorise the Directors to
allot shares up to a maximum aggregate nominal amount of
£808,582.90 (being 10% of the issued share capital as at the date of
the Notice of AGM) on a non pre-emptive basis. This authority
includes shares that the Company sells or transfers that have been
held in treasury. The Directors do not intend to allot ordinary shares
or sell treasury shares, on a non-pre-emptive basis, pursuant to this
authority other than to take advantage of opportunities in the market
as they arise and only if they believe it to be advantageous to the
Company as a whole. Shares issued or treasury shares reissued,
under this authority, will be at a"price that is equal to or greater than
the Company’s NAV per share, plus any applicable costs, as at the
latest practicable date before the allotment of such shares.
If approved, both of these authorities will expire at the conclusion of
the AGM in 2026 unless renewed, varied or revoked earlier.
Resolution 11: authority to make market purchases of
the Company’s own shares (special resolution)
At the AGM held on 22 May 2024, the Company was granted
authority to make market purchases of up to 125,895,017 ordinary
shares of 1p each for cancellation or holding in treasury. 24,457,127
shares have been bought back under this authority and the Company
therefore has remaining authority to purchase up to 101,437,890
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. 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 AGM (excluding treasury shares). The Directors
will exercise this authority to buy back shares only when the share
price is at a discount to the Company’s NAV and only if the Directors
consider that any purchase would be for the bene t 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, this authority will lapse at the conclusion of the AGM in
2026 unless renewed, varied or revoked earlier.
Resolution 12: notice period for general meetings
(special resolution)
Resolution 12 set out in the Notice of AGM is a special resolution and
will, if passed, allow the Company to hold general meetings (other
than Annual General Meetings) on a minimum notice period of
14"clear days, rather than 21 clear days as required by the Companies
Act 2006. The approval, if granted, will be e ective 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 Company’s shareholders and will only do
so if the Company o ers 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 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 resolutions to be proposed at the
forthcoming AGM, as they intend to do in respect of their own
bene cial holdings.
Notice is hereby given that the AGM of Schroders Capital Global
Innovation Trust plc (“the Company”) will be held at 12.30 pm on
Wednesday, 21"May 2025 at 1 London Wall Place, London EC2Y 5AU
to consider the following resolutions, of which resolutions 1 to 9 will
be proposed as ordinary resolutions, and resolutions 10 to 12 will be
proposed as special resolutions:
1. To receive the Directors’ Report and the audited nancial
statements for the year ended 31 December 2024.
2. To approve the Directors’ Remuneration Report for the year
ended 31 December 2024.
3. To approve the Directors’ remuneration policy set out on page"45
of the Directors’ Remuneration Report.
4. To re-elect Tim Edwards as a Director of the Company.
5. To re-elect Stephen Cohen as a Director of the Company.
6. To re-elect Jane Tufnell as a Director of the Company.
7. To re-appoint Ernst & Young LLP as Auditor to the Company.
8. To authorise the Directors to determine the remuneration of
Ernst & Young LLP as Auditor to the Company.
9. To consider, and if thought t, 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 £808,582.90 (being 10% of the issued ordinary share
capital at the date of this Notice) for a period expiring (unless
previously renewed, varied or revoked by the Company in
general meeting) at the conclusion of the Annual General
Meeting of the Company in 2026, but that the Company may
make an o er 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 o er
or agreement.”
10. To consider and, if thought t, to pass the following resolution as
a special resolution:
“THAT, subject to the passing of Resolution 9 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 de ned in section 560(1) of the Act)
pursuant to the authority given in accordance with section 551 of
the Act by the said Resolution 9 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 £808,582.90 (representing 10% of the aggregate
nominal amount of the share capital in issue at the date of this
Notice); and where equity securities are issued pursuant to this
power they will only be issued at a price which is equal or greater
than the Company’s NAV per share as at the latest practicable
date before the allotment; 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 o ers or agreements before such expiry which would or
might require equity securities to be allotted after such expiry.”
11. To consider and, if thought t, 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
1p"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
121,206,576 representing 14.99% of the Company’s issued
ordinary share capital as at the date of this Notice;
(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 O cial List for the ve 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 1p, 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.”
To consider, and if thought t, to pass the following resolution as
a"special resolution:
12. “THAT a general meeting, other than an Annual General Meeting,
may be called on not less than 14 clear days’ notice.”
Schroders Capital Global Innovation Trust plc 75
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Notice of Annual General Meeting
By order of the Board Registered O ce:
Schroder Investment Management Limited 1 London Wall Place,
Company Secretary London EC2Y 5AU
27 March 2025 Registered Number: 09405653
Innovation Trust plc (“the Company”) will be held at 12.30 pm on
Wednesday, 21"May 2025 at 1 London Wall Place, London EC2Y 5AU
to consider the following resolutions, of which resolutions 1 to 9 will
be proposed as ordinary resolutions, and resolutions 10 to 12 will be
proposed as special resolutions:
1. To receive the Directors’ Report and the audited nancial
statements for the year ended 31 December 2024.
2. To approve the Directors’ Remuneration Report for the year
ended 31 December 2024.
3. To approve the Directors’ remuneration policy set out on page"45
of the Directors’ Remuneration Report.
4. To re-elect Tim Edwards as a Director of the Company.
5. To re-elect Stephen Cohen as a Director of the Company.
6. To re-elect Jane Tufnell as a Director of the Company.
7. To re-appoint Ernst & Young LLP as Auditor to the Company.
8. To authorise the Directors to determine the remuneration of
Ernst & Young LLP as Auditor to the Company.
9. To consider, and if thought t, 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 £808,582.90 (being 10% of the issued ordinary share
capital at the date of this Notice) for a period expiring (unless
previously renewed, varied or revoked by the Company in
general meeting) at the conclusion of the Annual General
Meeting of the Company in 2026, but that the Company may
make an o er 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 o er
or agreement.”
10. To consider and, if thought t, to pass the following resolution as
a special resolution:
“THAT, subject to the passing of Resolution 9 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 de ned in section 560(1) of the Act)
pursuant to the authority given in accordance with section 551 of
the Act by the said Resolution 9 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 £808,582.90 (representing 10% of the aggregate
nominal amount of the share capital in issue at the date of this
Notice); and where equity securities are issued pursuant to this
power they will only be issued at a price which is equal or greater
than the Company’s NAV per share as at the latest practicable
date before the allotment; 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 o ers or agreements before such expiry which would or
might require equity securities to be allotted after such expiry.”
11. To consider and, if thought t, 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
1p"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
121,206,576 representing 14.99% of the Company’s issued
ordinary share capital as at the date of this Notice;
(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 O cial List for the ve 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 1p, 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.”
To consider, and if thought t, to pass the following resolution as
a"special resolution:
12. “THAT a general meeting, other than an Annual General Meeting,
may be called on not less than 14 clear days’ notice.”
Schroders Capital Global Innovation Trust plc 75
Introduction Strategic Report Governance Financial Other Information (Unaudited)
Notice of Annual General Meeting
By order of the Board Registered O ce:
Schroder Investment Management Limited 1 London Wall Place,
Company Secretary London EC2Y 5AU
27 March 2025 Registered Number: 09405653
76
Schroders Capital Global Innovation Trust plc
1. Ordinary shareholders are entitled to attend, ask questions 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.
In order to be valid an appointment of proxy must be returned
by one of the following methods:
– online by following the instructions for the Equiniti’s website
Shareview, by either logging in or creating an online
portfolio at www.shareview.co.uk.
– in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with
the procedures set out below,
– Institutional investors may be able to use the Proxymity
platform, please visit www.proxymity.io for further details.
If you wish to receive a hard copy paper proxy form, please
contact Equiniti Limited via one of the following methods:
– Shareholder helpline: +44 (0) 800 032 0641 calls to 0800 are
charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom are charged at
the applicable international rate. If calling from outside the
UK, please ensure the country code is used. Lines are open
between 8.30"am – 5.30"pm, Monday to Friday, excluding
public holidays in England and Wales; or
– in writing to Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA United Kingdom.
Completion of a form of proxy will not preclude a member from
attending the Annual General Meeting and voting in person. If
you wish to appoint a person other than the Chair as your proxy,
please insert the name of your chosen proxy holder in the space
provided at the top of the proxy 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).
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 Company’s
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 certi ed notarially,
to arrive no later than 48 hours before the time xed for the
meeting, or an adjourned meeting, excluding non-working days.
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. Voting will
be by poll.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution. 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.
Shareholders are encouraged to register their appointment of
proxy electronically via the internet and can do so through
Equiniti’s website Shareview, by either logging in or creating an
online portfolio at www.shareview.co.uk and following the
on-screen instructions. A proxy appointment made electronically
will not be valid if sent to any other address other then those
provided or if received after 12.30 pm on 19 May 2025 (excluding
any parts of the day that is not a business day). If"you have any
di culties with online voting, you should contact the shareholder
helpline on +44 (0) 800 032 0641.
Alternatively, shareholders who have already registered with
Equiniti’s Shareview service can appoint a proxy by logging onto
their portfolio at www.shareview.co.uk using their user ID and
password. Once logged in simply click “View” on the “My
Investments” page, click on the link to vote then follow the
on-screen instructions. The on-screen instructions give details on
how to complete the appointment process. Please note that to
be valid, your proxy instructions must be received by Equiniti no
later than 12.30 pm. on 19 May 2025. If you have any di culties
with online voting, you should contact the shareholder helpline
on +44"(0) "800"032"0641.
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 Uncerti cated Securities
Regulations 2001, the Company has speci ed that only those
shareholders registered in the Register of members of the
Company at 6.30 p.m. on 19 May 2025, or 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 19 May 2025 shall be
disregarded in determining the right of any person to attend and
vote at the meeting.
Explanatory Notes to the Notice of Meeting
1. Ordinary shareholders are entitled to attend, ask questions 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.
In order to be valid an appointment of proxy must be returned
by one of the following methods:
– online by following the instructions for the Equiniti’s website
Shareview, by either logging in or creating an online
portfolio at www.shareview.co.uk.
– in the case of CREST members, by utilising the CREST
electronic proxy appointment service in accordance with
the procedures set out below,
– Institutional investors may be able to use the Proxymity
platform, please visit www.proxymity.io for further details.
If you wish to receive a hard copy paper proxy form, please
contact Equiniti Limited via one of the following methods:
– Shareholder helpline: +44 (0) 800 032 0641 calls to 0800 are
charged at the standard geographic rate and will vary by
provider. Calls outside the United Kingdom are charged at
the applicable international rate. If calling from outside the
UK, please ensure the country code is used. Lines are open
between 8.30"am – 5.30"pm, Monday to Friday, excluding
public holidays in England and Wales; or
– in writing to Equiniti Limited, Aspect House, Spencer Road,
Lancing, West Sussex BN99 6DA United Kingdom.
Completion of a form of proxy will not preclude a member from
attending the Annual General Meeting and voting in person. If
you wish to appoint a person other than the Chair as your proxy,
please insert the name of your chosen proxy holder in the space
provided at the top of the proxy 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).
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 Company’s
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 certi ed notarially,
to arrive no later than 48 hours before the time xed for the
meeting, or an adjourned meeting, excluding non-working days.
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. Voting will
be by poll.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution. 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.
Shareholders are encouraged to register their appointment of
proxy electronically via the internet and can do so through
Equiniti’s website Shareview, by either logging in or creating an
online portfolio at www.shareview.co.uk and following the
on-screen instructions. A proxy appointment made electronically
will not be valid if sent to any other address other then those
provided or if received after 12.30 pm on 19 May 2025 (excluding
any parts of the day that is not a business day). If"you have any
di culties with online voting, you should contact the shareholder
helpline on +44 (0) 800 032 0641.
Alternatively, shareholders who have already registered with
Equiniti’s Shareview service can appoint a proxy by logging onto
their portfolio at www.shareview.co.uk using their user ID and
password. Once logged in simply click “View” on the “My
Investments” page, click on the link to vote then follow the
on-screen instructions. The on-screen instructions give details on
how to complete the appointment process. Please note that to
be valid, your proxy instructions must be received by Equiniti no
later than 12.30 pm. on 19 May 2025. If you have any di culties
with online voting, you should contact the shareholder helpline
on +44"(0) "800"032"0641.
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 Uncerti cated Securities
Regulations 2001, the Company has speci ed that only those
shareholders registered in the Register of members of the
Company at 6.30 p.m. on 19 May 2025, or 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 19 May 2025 shall be
disregarded in determining the right of any person to attend and
vote at the meeting.
Explanatory Notes to the Notice of Meeting
Schroders Capital Global Innovation Trust plc
77
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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 issuer’s agent (ID RA19) by the latest time
for receipt of proxy appointments. 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 12.30"pm on 19 May 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.
5. Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of their family interests in the shares of the Company, will be
available for inspection by any member of the Company at the
registered o ce 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.
6. The biographies of the Directors o ering themselves for
re-election are set out on pages 34 and 35 of the Company’s
annual report and nancial statements for the year ended
31"December 2024.
7. As at 27 March 2025, 808,582,899 ordinary shares of 1 pence
each were in issue, no ordinary shares were held in treasury.
Therefore the total number of voting rights of the Company as at
27 March 2025 was 808,582,899.
8. 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 web pages:
www.schroders.com/inov.
9. 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 con dential information.
10. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish
a"statement on its web pages setting out any matter relating to:
(a) the audit of the Company’s Accounts (including the Auditor’s
report and the conduct of the audit) that are to be laid
before the Meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold o ce since the last AGM, that the
members propose to raise at the Meeting. The Company
cannot require the members requesting the publication to
pay its expenses. Any statement placed on the website must
also be sent to the Company’s auditors no later than the
time it makes its statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required to
publish on its web pages.
11. The Company’s privacy policy is available on its web pages:
www.schroders.com/inov. Shareholders can contact Equiniti for
details of how Equiniti processes their personal information as
part of the Annual General Meeting.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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 issuer’s agent (ID RA19) by the latest time
for receipt of proxy appointments. 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 12.30"pm on 19 May 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.
5. Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of their family interests in the shares of the Company, will be
available for inspection by any member of the Company at the
registered o ce 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.
6. The biographies of the Directors o ering themselves for
re-election are set out on pages 34 and 35 of the Company’s
annual report and nancial statements for the year ended
31"December 2024.
7. As at 27 March 2025, 808,582,899 ordinary shares of 1 pence
each were in issue, no ordinary shares were held in treasury.
Therefore the total number of voting rights of the Company as at
27 March 2025 was 808,582,899.
8. 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 web pages:
www.schroders.com/inov.
9. 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 con dential information.
10. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish
a"statement on its web pages setting out any matter relating to:
(a) the audit of the Company’s Accounts (including the Auditor’s
report and the conduct of the audit) that are to be laid
before the Meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold o ce since the last AGM, that the
members propose to raise at the Meeting. The Company
cannot require the members requesting the publication to
pay its expenses. Any statement placed on the website must
also be sent to the Company’s auditors no later than the
time it makes its statement available on the website. The
business which may be dealt with at the meeting includes
any statement that the Company has been required to
publish on its web pages.
11. The Company’s privacy policy is available on its web pages:
www.schroders.com/inov. Shareholders can contact Equiniti for
details of how Equiniti processes their personal information as
part of the Annual General Meeting.
78
Schroders Capital Global Innovation Trust plc
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 Alternative Performance
Measures (“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.
Net asset value (“NAV”) per share
The NAV per share of 19.94p (2023: 25.32p) represents the net assets
attributable to equity shareholders of £162,445,000 (2023:
£217,064,000) divided by the number of shares in issue of
814,492,025 (2023: 857,360,026).
The change in the NAV amounted to –21.2% (2023: –11.2%) over the
year.
Total return*
The combined e ect 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 di erent 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 Company has not declared a dividend in either 2023
or 2024.
The NAV total return for the year ended 31 December 2024 is
calculated as follows:
Opening NAV at 31/12/23 25.32p
Closing NAV at 31/12/24 19.94p
NAV total return, being the closing NAV,
expressed as a percentage change in the
opening NAV: –21.2%
The NAV total return for the year ended 31 December 2023 is
calculated as follows:
Opening NAV at 31/12/22 28.52p
Closing NAV at 31/12/23 25.32p
NAV total return, being the closing NAV,
expressed as a percentage change in the
opening NAV: –11.2%
The share price total return for the year ended 31 December 2023 is
calculated as follows:
Opening share price at 31/12/23 14.65p
Closing share price at 31/12/24 11.00p
Share price total return, being the closing share
price, expressed as a percentage change in the
opening share price: –24.9%
The share price total return for the year ended 31 December 2023 is
calculated as follows:
Opening share price at 31/12/22 15.47p
Closing share price at 31/12/23 14.65p
Share price total return, being the closing share
price, expressed as a percentage change in the
opening share price: –5.3%
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 44.8% (2023: 42.1%), as the closing share
price at 11.00p (2023: 14.65p) was 44.8% (2023: 42.1%) lower than
the closing NAV of 19.94p (2023: 25.32p).
(Net cash)/gearing*
The gearing percentage re ects the amount of borrowings (i.e. bank
loans or overdrafts) which the Company has drawn down and
invested in the market. This gure is indicative of the extra amount by
which shareholders’ funds would move if the Company’s investments
were to rise or fall. This represents borrowings used for investment
purposes, less cash, expressed as a percentage of net assets. If the
gure so calculated is negative, this is shown as a “Net cash” position.
The gearing gure at the year end is calculated as follows:
2024 2023
£’000 £’000
Borrowings used for investment
purposes, less cash (1,948) 2,913
Net assets 162,445 217,064
(Net cash)/gearing (%) (1.2) (1.3)
Ongoing charges*
The ongoing charges gure is a measure of the ongoing operating
cost of the Company. It is calculated in accordance with the AIC’s
recommended methodology and represents the management fee and
all other operating expenses excluding nance costs, transaction costs
and any performance fee payable, amounting to £2,244,000 (2023:
£2,593,000), expressed as a percentage of the average daily net asset
values during the year of £183,165,000 (2023: £239,109,000).
2024 2023
£’000 £’000
Management fee and all other
operating expenses excluding
nance costs, transaction costs
and any performance fee payable 2,244 2,593
Average daily net asset values
during the year 183,165 239,109
Ongoing charges ratio 1.23 1.08
Definitions of Terms and Alternative Performance Measures
*Alternative Performance Measure.
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 Alternative Performance
Measures (“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.
Net asset value (“NAV”) per share
The NAV per share of 19.94p (2023: 25.32p) represents the net assets
attributable to equity shareholders of £162,445,000 (2023:
£217,064,000) divided by the number of shares in issue of
814,492,025 (2023: 857,360,026).
The change in the NAV amounted to –21.2% (2023: –11.2%) over the
year.
Total return*
The combined e ect 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 di erent 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 Company has not declared a dividend in either 2023
or 2024.
The NAV total return for the year ended 31 December 2024 is
calculated as follows:
Opening NAV at 31/12/23 25.32p
Closing NAV at 31/12/24 19.94p
NAV total return, being the closing NAV,
expressed as a percentage change in the
opening NAV: –21.2%
The NAV total return for the year ended 31 December 2023 is
calculated as follows:
Opening NAV at 31/12/22 28.52p
Closing NAV at 31/12/23 25.32p
NAV total return, being the closing NAV,
expressed as a percentage change in the
opening NAV: –11.2%
The share price total return for the year ended 31 December 2023 is
calculated as follows:
Opening share price at 31/12/23 14.65p
Closing share price at 31/12/24 11.00p
Share price total return, being the closing share
price, expressed as a percentage change in the
opening share price: –24.9%
The share price total return for the year ended 31 December 2023 is
calculated as follows:
Opening share price at 31/12/22 15.47p
Closing share price at 31/12/23 14.65p
Share price total return, being the closing share
price, expressed as a percentage change in the
opening share price: –5.3%
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 44.8% (2023: 42.1%), as the closing share
price at 11.00p (2023: 14.65p) was 44.8% (2023: 42.1%) lower than
the closing NAV of 19.94p (2023: 25.32p).
(Net cash)/gearing*
The gearing percentage re ects the amount of borrowings (i.e. bank
loans or overdrafts) which the Company has drawn down and
invested in the market. This gure is indicative of the extra amount by
which shareholders’ funds would move if the Company’s investments
were to rise or fall. This represents borrowings used for investment
purposes, less cash, expressed as a percentage of net assets. If the
gure so calculated is negative, this is shown as a “Net cash” position.
The gearing gure at the year end is calculated as follows:
2024 2023
£’000 £’000
Borrowings used for investment
purposes, less cash (1,948) 2,913
Net assets 162,445 217,064
(Net cash)/gearing (%) (1.2) (1.3)
Ongoing charges*
The ongoing charges gure is a measure of the ongoing operating
cost of the Company. It is calculated in accordance with the AIC’s
recommended methodology and represents the management fee and
all other operating expenses excluding nance costs, transaction costs
and any performance fee payable, amounting to £2,244,000 (2023:
£2,593,000), expressed as a percentage of the average daily net asset
values during the year of £183,165,000 (2023: £239,109,000).
2024 2023
£’000 £’000
Management fee and all other
operating expenses excluding
nance costs, transaction costs
and any performance fee payable 2,244 2,593
Average daily net asset values
during the year 183,165 239,109
Ongoing charges ratio 1.23 1.08
Definitions of Terms and Alternative Performance Measures
*Alternative Performance Measure.
Schroders Capital Global Innovation Trust plc
79
Introduction Strategic Report Governance Financial Other Information (Unaudited) Introduction Strategic Report Governance Financial
Leverage*
For the purpose of the Alternative Investment Fund Managers (AIFM)
Directive, leverage is any method which increases the Company’s
exposure, including the borrowing of cash and the use of derivatives.
Higher Leverage numbers are thus indicative of higher market risk.
Leverage 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 o
hedges which satisfy certain strict criteria.
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s webpages and within this report. The
Company is also required to periodically publish its actual leverage
exposures. As at 31 December 2024 these were:
2024 2023
% of net asset value % of net asset value
Leverage exposure Maximum Actual Maximum Actual
Gross method 310 98.9 310 97.1
Commitment method 120 100.0 120 100.0
The AIF is permitted to be leveraged and the table below sets out the
current maximum permitted and actual leverage at 31 December
2024. An unleveraged position would be stated as 100%.
Introduction Strategic Report Governance Financial Other Information (Unaudited) Introduction Strategic Report Governance Financial
Leverage*
For the purpose of the Alternative Investment Fund Managers (AIFM)
Directive, leverage is any method which increases the Company’s
exposure, including the borrowing of cash and the use of derivatives.
Higher Leverage numbers are thus indicative of higher market risk.
Leverage 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 o
hedges which satisfy certain strict criteria.
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s webpages and within this report. The
Company is also required to periodically publish its actual leverage
exposures. As at 31 December 2024 these were:
2024 2023
% of net asset value % of net asset value
Leverage exposure Maximum Actual Maximum Actual
Gross method 310 98.9 310 97.1
Commitment method 120 100.0 120 100.0
The AIF is permitted to be leveraged and the table below sets out the
current maximum permitted and actual leverage at 31 December
2024. An unleveraged position would be stated as 100%.
80
Schroders Capital Global Innovation Trust plc
Shareholder Information
Web pages and share price information
The Company has dedicated web pages, which may be found at
www.schroders.com/inov. The web pages are the Company’s primary
method of electronic communication with shareholders. They contain
details of the Company’s ordinary share price and copies of the
annual report and nancial statements 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 web pages contain links to
announcements made by the Company to the market and Schroders’
website.
The Company releases its NAV per share on both a cum and
ex-income basis to the market on a quarterly basis.
Share price information may also be found in the Financial Times and
on the Company’s web pages.
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 Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its a airs 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
Annual General Meeting May
Half year end 30 June
Half-year results announced September
Financial-year end 31 December
Annual results announced March
AIFM Directive
The AIFM Directive, as transposed into the FCA Handbook in the UK,
requires that certain pre-investment information be made available to
investors in Alternative Investment Funds (such as the Company) and
also that certain regular and periodic disclosures are made. This
information and these disclosures may be found either below,
elsewhere in this annual report and nancial statements, or in the
Company’s AIFM Directive information disclosure document
published on the Company’s web pages.
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 Company’s AIFMD information disclosure document
published on the Company’s web pages.
Publication of Key Information Document
(“KID”) by the AIFM
Pursuant to the Packaged Retail and Insurance-based Products
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 di erent performance scenarios and
a"risk/reward indicator. The Company’s KID is available on its web
pages.
Complaints
The Company has adopted a policy on complaints and other
shareholder communications which ensures that shareholder
complaints and communications addressed to the Company
Secretary, the Chair or the Board are, in each case, considered by the
Chair and the Board.
Shareholder Information
Web pages and share price information
The Company has dedicated web pages, which may be found at
www.schroders.com/inov. The web pages are the Company’s primary
method of electronic communication with shareholders. They contain
details of the Company’s ordinary share price and copies of the
annual report and nancial statements 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 web pages contain links to
announcements made by the Company to the market and Schroders’
website.
The Company releases its NAV per share on both a cum and
ex-income basis to the market on a quarterly basis.
Share price information may also be found in the Financial Times and
on the Company’s web pages.
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 Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its a airs 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
Annual General Meeting May
Half year end 30 June
Half-year results announced September
Financial-year end 31 December
Annual results announced March
AIFM Directive
The AIFM Directive, as transposed into the FCA Handbook in the UK,
requires that certain pre-investment information be made available to
investors in Alternative Investment Funds (such as the Company) and
also that certain regular and periodic disclosures are made. This
information and these disclosures may be found either below,
elsewhere in this annual report and nancial statements, or in the
Company’s AIFM Directive information disclosure document
published on the Company’s web pages.
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 Company’s AIFMD information disclosure document
published on the Company’s web pages.
Publication of Key Information Document
(“KID”) by the AIFM
Pursuant to the Packaged Retail and Insurance-based Products
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 di erent performance scenarios and
a"risk/reward indicator. The Company’s KID is available on its web
pages.
Complaints
The Company has adopted a policy on complaints and other
shareholder communications which ensures that shareholder
complaints and communications addressed to the Company
Secretary, the Chair or the Board are, in each case, considered by the
Chair and the Board.
Schroders Capital Global Innovation Trust plc
81
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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, o ering 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, o ers
to buy shares at a discount or o ers 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
https://fca.org.uk/consumers/report-scam-unauthorised- rm
• Do not deal with any rm that you are unsure about
If you deal with an unauthorised rm, you will not be eligible to
receive payment under the Financial Services Compensation Scheme.
The FCA provides a list of unauthorised rms of which it is aware,
which can be accessed at
https://www.fca.org.uk/consumers/unauthorised- rms-
individuals#list.
More detailed information on this or similar activity can be found on
the FCA website at https://www.fca.org.uk/consumers/protect-
yourself-scams.
Introduction Strategic Report Governance Financial Other Information (Unaudited)
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, o ering 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, o ers
to buy shares at a discount or o ers 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
https://fca.org.uk/consumers/report-scam-unauthorised- rm
• Do not deal with any rm that you are unsure about
If you deal with an unauthorised rm, you will not be eligible to
receive payment under the Financial Services Compensation Scheme.
The FCA provides a list of unauthorised rms of which it is aware,
which can be accessed at
https://www.fca.org.uk/consumers/unauthorised- rms-
individuals#list.
More detailed information on this or similar activity can be found on
the FCA website at https://www.fca.org.uk/consumers/protect-
yourself-scams.
82
Schroders Capital Global Innovation Trust plc
www.schroders.com/inov
Directors
Tim Edwards (Chair)
Lamia Baker
Stephen Cohen
Jane Tufnell
Registered office
1 London Wall Place
London EC2Y 5AU
Tel: +44 (0) 20 7658 6000
Advisers and service providers
Alternative Investment Fund Manager
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Schroders Capital Management (Switzerland) AG
Talstrasse 11 (Schanzenhof), CH-8001
Zurich, Switzerland
Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Email: amcompanysecretary@schroders.com
Depositary and Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Corporate broker
Winter ood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Legal adviser
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline:
0800 032 0641
1
Website: www.shareview.co.uk
1
Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any noti cations 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
Company number
09405653
Shareholder enquiries
General enquiries about the Company should be addressed to
the Company Secretary at the Company’s Registered O ce.
Dealing codes
SEDOL: BVG1CF2
ISIN: GB00BVG1CF25
Ticker: INOV
Global Intermediary Identi cation Number (GIIN)
U73RHA.99999.SL.826
Legal Entity Identi er (LEI)
2138008X94M7OVE73l77
Privacy notice
The Company’s privacy notice is available on its web pages.
Information about the Company
www.schroders.com/inov
Directors
Tim Edwards (Chair)
Lamia Baker
Stephen Cohen
Jane Tufnell
Registered office
1 London Wall Place
London EC2Y 5AU
Tel: +44 (0) 20 7658 6000
Advisers and service providers
Alternative Investment Fund Manager
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Schroders Capital Management (Switzerland) AG
Talstrasse 11 (Schanzenhof), CH-8001
Zurich, Switzerland
Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Email: amcompanysecretary@schroders.com
Depositary and Custodian
HSBC Bank plc
8 Canada Square
London E14 5HQ
Corporate broker
Winter ood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Legal adviser
Stephenson Harwood LLP
1 Finsbury Circus
London EC2M 7SH
Independent Auditor
Ernst & Young LLP
25 Churchill Place
London E14 5EY
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder Helpline:
0800 032 0641
1
Website: www.shareview.co.uk
1
Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any noti cations 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
Company number
09405653
Shareholder enquiries
General enquiries about the Company should be addressed to
the Company Secretary at the Company’s Registered O ce.
Dealing codes
SEDOL: BVG1CF2
ISIN: GB00BVG1CF25
Ticker: INOV
Global Intermediary Identi cation Number (GIIN)
U73RHA.99999.SL.826
Legal Entity Identi er (LEI)
2138008X94M7OVE73l77
Privacy notice
The Company’s privacy notice is available on its web pages.
Information about the Company
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
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.
@schroders
schroders.com
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
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.
@schroders
schroders.com