Schroders Capital
Global Innovation Trust plc
Annual Report and Financial Statements
for the year ended 31 December 2025
Schroders Capital Global Innovation Trust plc
Performance Summary
Net asset value (“NAV”) per share
total return*
11.5%
(31 December 2024: –21.2%)
Share price total return*
38.2%
(31 December 2024: –24.9%)
NAV per share
22.23p
(31 December 2024: 19.94p)
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 80 and 81 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 Company’s investment objective and investment policy as follows:
Investment Objective
The investment objective of Schroders Capital Global Innovation Trust plc 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.
Strategic Report
Chair’s Statement
4
Investment Manager’s Review
6
Top 10 Holdings
10
Investment Portfolio
12
Long Term Financial Record
15
Investment Approach and Process
16
Valuation Approach and Process
18
Business Review
20
Governance
Board of Directors
34
Directors’ Report
35
Audit, Risk and Valuation
Committee Report
38
Management Engagement
Committee Report
41
Nomination and Remuneration
Committee Report
42
Directors’ Remuneration Report
44
Statement of Directors’
Responsibilities
47
Financial Statements and
Independent Auditor’s Report
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
76
Notice of Annual General Meeting
77
Explanatory Notes to the
Notice of Meeting
78
De nitions of Terms and Alternative
Performance Measures
80
Shareholder Information
82
Information about the Company
84
This is not a sustainable product for the purposes of the Financial Conduct Authority (“FCA”) rules.
References to the consideration of sustainability factors and environment, social and governance (“ESG”) integration should not be construed as
a representation that the Company seeks to achieve any particular sustainability outcome.
Ongoing charges ratio*
1.22%
(31 December 2024: 1.23%)
Share price discount
to NAV per share*
31.6%
(31 December 2024: 44.8%)
Share price
15.20p
(31 December 2024: 11.00p)
Revenue return per share
–0.24p
(31 December 2024: –0.25p)
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Schroders Capital Global Innovation Trust plc
1
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
To receive email noti cations
from the Company in relation
to future distributions of
capital to shareholders, scan
this QR code.
2
Schroders Capital Global Innovation Trust plc
Strategic Report
Schroders Capital Global Innovation Trust plc
3
Strategic Report
Strategic Report
Chair’s Statement
4
Investment Manager’s Review
6
Top 10 Holdings
10
Investment Portfolio
12
Long Term Financial Record
15
Investment Approach and Process
16
Valuation Approach and Process
18
Business Review
20
4
Schroders Capital Global Innovation Trust plc
Managed wind-down
Following an extensive review of the Company’s strategy and
discussions with shareholders, the Board issued a circular in January
2025 recommending a new investment policy proposing that the
Company be placed into managed wind-down. Shareholders voted
overwhelmingly in favour of the necessary resolutions at a General
Meeting in February 2025, after which the strategic focus of the
Board and the Investment Manager shifted to delivering an orderly
wind-down, balancing the timely return of cash to shareholders with
the aim of maximising value and maintaining careful oversight of
asset realisations, liquidity, and costs.
The Company completed its rst capital return of £37 million by way
of a tender o"er in July 2025 and currently intends to make a further
return of capital in June 2026; details of which are set out further
below.
As the Company continues to progress through its managed
wind-down, shareholders should remain aware that the size and
value of the Company’s portfolio will be reduced as investments are
realised and concentrated in fewer holdings. This may increase the
volatility of the Company’s NAV as it is exposed to a portfolio with
less diversi cation. Equally, the Company might experience
increased volatility in the price of its shares.
As I have stated before, once a signi cant proportion of the 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. The
Company’s listing and the ability to trade its shares will be
maintained for as long as practical during the asset realisation
process, subject to regulatory considerations.
Initial return of capital to shareholders
In July 2025, the Board completed the Company’s rst return of
capital, returning £37 million (less costs) to shareholders by way of
a(tender o"er. The tender o"er, which was described in a circular
published in June 2025 and approved by shareholders at a General
Meeting in July 2025, was funded by £18.5 million of proceeds from
the sale of Araris Biotech (“Araris”) to Taiho Pharmaceutical, a(special
capital dividend received from AI Company II
1
(following a(signi cant
investment by a new strategic investor) and the Company’s existing
cash and cash equivalents.
Under the tender o"er, 173,220,974 ordinary shares were
purchased at a nal tender price of 21.119983 pence per ordinary
share and, following completion, the Company’s issued share capital
and total voting rights reduced to 635,361,925.
Further return of capital to shareholders
In line with the Board’s commitment to return capital to
shareholders as it becomes available, the Board considers a further
tender o"er to be the most appropriate mechanism for returning
capital at this stage of the managed wind-down.
Following the partial sale of Securiti AI (now Veeam Software) in
October 2025 and Bluewater Bio Limited by the Salica
Environmental Technologies Fund
2
in January 2026, in addition to
the Company’s existing cash and cash equivalents, and considering
the Company’s existing funding requirements and working capital
requirements, it is the Board’s current intention to return a further
approximately £18 million to shareholders in June 2026 by way of
a(tender o"er, subject to shareholder approval at a General Meeting.
The General Meeting to approve the tender o"er is currently
expected to be held on the same day as the Company’s Annual
General Meeting (“AGM”) on Tuesday, 2 June 2026.
A circular
containing full details of the proposed tender offer, including
the expected timetable, how to participate, and information
on the General Meeting and con rmed date, is expected to be
published via a Regulatory News Service in May 2026.
It is vital that shareholders remain informed and receive timely
updates on the Company’s progress. Shareholders who hold their
shares through an investment platform, nominee or other
intermediary are encouraged to contact their platform to ensure
they receive any related communications for future capital returns,
Chair’s Statement
A further £18 million, less
costs, intended to be
returned to shareholders.
1
Actual name not disclosed due to con dentiality.
2
Previously HP Environment Technologies Fund.
To receive email
notifications from the
Company in relation to
future distributions of
capital to shareholders,
scan this QR code.
and to understand what action may be required to participate.
Shareholders can also receive email noti cations informing them of
upcoming capital returns from the Company by registering with the
following web address https://www.schroders.com/inovcomms or
via the QR(code.
Performance
The Company’s NAV per share for the year to 31 December 2025
increased by 11.5% from 19.94p per share to 22.23p per share; the
share price increased by 38.2% from 11.00p to 15.20p; and the share
price discount to NAV narrowed from 44.8% to 31.6%. Performance
during the year was primarily driven by the Company’s life sciences
portfolio, with the sale of Araris generating £18.0(million of fair value
gains during the year. The Company’s growth portfolio also
contributed positively with both AI Company II
1
and Revolut
delivering valuation uplifts. Autolus Therapeutics, the Company’s only
remaining quoted holding, detracted from performance over the
year and the valuation of Ada Health was also reduced.
During the year, the Company received total realisations of
£35.9(million, including proceeds from sales of Araris, AI
Company(II¹, Securiti AI (now Veeam Software), and Anthos
Therapeutics. Total investments during the year amounted to
£5.0(million, comprising only follow-on funding into existing
holdings. As at 31 December 2025, the Company had £24.4 million
in cash and liquid money market funds.
Post year end, the Company announced on 20 January 2026 that its
holding of the Salica Environmental Technologies Fund
2
had
completed its sale of its underlying portfolio company Bluewater
Bio(Limited to a European PE backed strategic acquirer. This exit was
a signi cant realisation event for that fund with £6.5 million
distributed to the Company.
More details on the Company’s performance can be found in the
Investment Manager’s Review on pages 6 to 9.
Schroders and Nuveen
On 12 February 2026, the Board of Schroders plc announced that
they had agreed the terms of a recommended cash acquisition by
Nuveen, to combine the two businesses. The announcement
indicated that the transaction is not expected to complete until
Q4(2026. Further details are available on the Schroders website:
https://www.schroders.com/en/global/individual/nuveeno"er/
Board structure
Following approval of the managed wind-down, the Board has
reviewed its structure and, mindful of the operating costs of the
Company, deems it appropriate to maintain the number of Directors
at three following Lamia Baker stepping down at the 2025 AGM. The
Board remains satis ed that it possesses an appropriate balance of
skills and expertise and does not propose any immediate changes
to the composition of the Board. We would especially like to thank
Lamia for all her many contributions.
AGM
The Company’s 2026 AGM will be held at 12:30pm on Tuesday,
2(June 2026 at 1 London Wall Place, London, EC2Y 5AU. The Board
encourages shareholders to attend and participate. Attendees will
have the opportunity to hear a presentation from the Investment
Manager, and light refreshments will be available.
All voting will be conducted by poll. Shareholders are encouraged to
register their vote with your Company’s registrar, either online or via
paper proxy forms, and to appoint the Chair of the meeting as their
proxy. Even if you are unable to attend the AGM in person, you are
still able to have your say by submitting your vote in advance.
Further details on voting procedures can be found in the Notice of
Meeting on pages 77 to 79. Any questions for the Board may be
submitted by email to amcompanysecretary@schroders.com prior
to the AGM.
As mentioned earlier in my statement, the General Meeting to
approve the tender o"er is currently expected to be held on the
same day as the AGM. A circular containing the full details and
Notice of General Meeting is expected to be published via
a(Regulatory News Service in May 2026.
Full year results presentation
The Investment Manager has recorded a short presentation
providing an overview of the Company’s full year results and the key
developments during the year. The presentation is available to view
by clicking the video below, following this link
https://schro.link/6om9ht or visiting the Company’s website.
Outlook
We do not expect further material realisations before 2028. In
re ecting on the portfolio after a year of managed wind-down, the
Board is sensitive to the increased volatility around individual
company valuations as we move towards the 2027-2028 timeframe,
with the reality of more de ning events expected across the
portfolio’s range of businesses and greater strategic clarity
emerging for some of the older portfolio companies. As the
portfolio becomes more concentrated, there will inevitably be
signi cant upside bene t or downside risk to the portfolio.
For 2026, the Company's strategic focus continues to be on the
delivery of an orderly managed wind-down and the realisation of the
Company’s assets in a disciplined manner, while remaining focused
on liquidity and costs. As mentioned, the Board anticipates a further
capital return of approximately £18 million to shareholders during
the rst half of 2026 and we would encourage all shareholders to
engage with the tender o"er documentation when it has been
published.
Tim Edwards
Chair
30 March 2026
Schroders Capital Global Innovation Trust plc
5
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
1
Actual name not disclosed due to con dentiality.
2
Previously HP Environment Technologies Fund.
Summary
The Company reported a NAV per share of 22.23p as at
31(December 2025, an increase of 11.5% relative to the NAV per
share as of 31 December 2024 of 19.94p.
Following shareholder approval of the discontinuation resolution
in February 2025, the Company proceeded with the
implementation of its managed wind-down, focused on an
orderly asset realisation and capital returns. During the period,
the Company repurchased and cancelled shares totalling
£37.4(million.
For the full year, the Company recorded a fair value gain of
£17.0(million with performance driven by the sales of Araris
Biotech and Securiti AI (now Veeam Software), and new uplifted
nancing rounds for AI Company II¹, Revolut, and AI Company I¹.
This was o"set by negative revaluations to Ada Health, AgroStar,
Federated Wireless and Genomics.
Total realisations for the year were £35.9 million, including
proceeds from sales of Araris, AI Company II¹, Securiti AI (now
Veeam Software), and Anthos Therapeutics.
In accordance with the managed wind-down policy, no new
investments were completed. Total investments during the year
amounted to £5.0 million, comprising only follow-on funding into
existing holdings.
As at 31 December 2025, the Company held £24.4 million in cash
and liquid money market funds, supporting remaining portfolio
commitments and ongoing capital return objectives.
Furthermore, following the sale of Bluewater Bio by the Salica
Environmental Technologies Fund², the Company received
£6.5(million from the transaction during January 2026.
Source: JPM/Schroders.
¹ Actual name not disclosed due to con dentiality.
² Previously HP Environment Technologies Fund.
Financial performance
2025 performance
As at 31 December 2025, NAV per share increased to 22.23p, up from
19.94p at 31 December 2024, re ecting strong portfolio performance
and the accretive impact of capital management initiatives during the
year.
Total NAV was £141.2 million at 31 December 2025, following the
return of £37.4 million to shareholders through share repurchases as
part of the managed wind-down. During the year, the Company
repurchased a total of 179,130,100 shares (taking total number of
shares in issue from 814,492,025 to 635,361,925). This comprised
5,909,126 shares repurchased in the market at a material discount to
NAV, and 173,220,974 shares repurchased via a tender o"er as part
of the Company’s managed wind-down.
Shares were repurchased at prices below the underlying NAV per
share of 22.23p, with the year-end share price of 15.20p also
representing a discount to NAV. As a result, the market buybacks
were accretive, delivering a modest uplift to NAV per share.
The reduction in shares in issue enhanced value on a per-share basis
for continuing shareholders, with the cancellation of these shares
increasing the proportionate share of net assets attributable to
remaining investors. This accretive impact explains the di"erence
between the movement in total NAV and the increase in NAV per
share over the year.
The NAV increased 10.0%, when excluding any repurchased shares,
which comprised the following:
–
Private equity life science holdings: 9.4%
–
Private equity growth holdings: 1.3%
–
Private equity venture holdings: 0.1%
–
Public equity holdings: –0.3%
–
Money market funds*: 0.8%
–
Costs and other movements: –1.3%
Tim Creed
Harry Raikes
Following shareholders voting
in favour of the discontinuation
resolution, the Company’s
strategic focus during 2025
has been firmly centred on
executing an orderly managed
wind-down and realising all
existing portfolio assets in
a disciplined manner.
6
Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
*Standard Variable Net Asset Value Money Market Fund.
Schroders Capital Global Innovation Trust plc
7
Attribution analysis (£m)
Private equity
Cash
Money
and cash
Life sciences
Venture
Growth
Public equity
market funds
equivalents
Other
NAV
Value as at
31 December 2024
20.8
31.9
74.8
4.0
29.6
1.9
(0.6)
162.4
+ Investments
4.3
0.7
–
–
26.7
(31.7)
–
–
– Realisations at value
(22.1)
(4.9)
(8.9)
–
(39.4)
75.3
–
–
+/– Fair value gains/(losses)
15.3
0.2
2.1
(0.6)
1.3
–
–
18.3
+/– Reclassi ed holdings
0.9
–
–
(0.9)
–
–
–
–
+/– Costs & other movements
–
–
–
–
–
(1.9)
(0.2)
(2.1)
Value as at
31 December 2025; excluding
any repurchase of shares
19.2
27.9
68.0
2.5
18.2
43.6
(0.8)
178.6
– Repurchase & cancellation of
the Company’s own shares
–
–
–
–
–
(37.4)
–
(37.4)
Value as at
31 December 2025; including
any repurchase of shares
19.2
27.9
68.0
2.5
18.2
6.2
(0.8)
141.2
Source: JPM/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.
Private equity life sciences holdings
4
exits of life sciences companies completed since 2021
Source: Schroders Capital, 2026.
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.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
Holding
Lead candidate/
product
Lead disease indication
Discovery
Pre-clinical
Clinical -
pre proof of concept
Clinical -
post proof of
concept
Application for
market approval
Approval
CT-388
Obesity
NXTX-0001
Epilepsy
Abelacimab
Thrombosis prevention
IOA-244
Uveal melanoma
A2B530
Lung, colon, pancreatic
cancer
Anti-BKV
BK virus infection
MOv18 IgE
Ovarian cancer
Anti-CD79b
Lymphoma
NM002-IV
Pneumonia
AMO-02
Myotonic dystrophy
KY1005
Atopic dermatitis
Simplicity insulin patch
Diabetes
INOV investment point
Progress since investment
2025 event
Legacy investments
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
The Company’s life sciences holdings increased in value by 73.6%,
contributing 9.4% to NAV growth over the full year period.
The most signi cant contributor to performance was Araris Biotech,
which generated £18.0 million of fair value gains during the year, with
£21.4 million realised over the full-year period. This uplift was driven
by the acquisition of Araris by Taiho Pharmaceutical for an upfront
payment of $400 million, with the potential for up to $740 million in
additional milestone payments.
Across the broader life sciences portfolio, valuation movements
remained comparatively modest, with selective follow-on investments,
approved by the Board, made to support continued clinical
advancement.
Private equity growth holdings
The Company’s private equity growth holdings increased in value by
2.8%, contributing 1.3% to NAV growth over the full year period.
These movements were driven by strong performance from AI
Company II
1
and Revolut. AI Company II
1
received a signi cant
strategic investment during the year, which resulted in a special
capital distribution to shareholders. Overall, this generated a fair
value gain of £6.1 million for the year, comprising £8.4 million of
realised proceeds and a remaining fair value of £5.6 million as at
31(December 2025. The residual holding continues to be carried at
a(meaningful discount to the valuation implied by the transaction,
re ecting a degree of post-transaction uncertainty.
Revolut continued to deliver robust operational performance in 2025,
reporting strong customer growth, expanding deposit balances and
sustained revenue momentum. During this period, Revolut completed
a new primary funding round at a reported valuation of
approximately $75 billion, reinforcing strong investor sentiment. The
company also advanced its global expansion, including receiving its
UK banking licence, securing nal banking authorisation in Mexico
ahead of launch, obtaining a banking incorporation licence in
Colombia, and progressing towards its launch in India.
The valuation of Ada Health was reduced to re ect recent developments,
including increasing potential disruption from the latest advancements in
large language models and the subordinated position of the Company’s
shareholding within the capital structure. While the business has
demonstrated operational progress, its valuation remains sensitive to
broader market conditions and healthcare budget constraints.
AgroStar was another detractor during the year, following the
completion of a funding round in 2025 in which the Company did not
participate, and the valuation was subsequently reduced to re ect
updated market conditions.
Private equity venture holdings
The Company’s venture holdings increased in value by 0.3%,
contributing 0.1% to NAV over the year.
The $1.725 billion acquisition of Securiti AI by Veeam Software was
a(key driver of NAV uplift during the year.
The principal detractors over the period were Genomics and
Federated Wireless, where updated assumptions and a reassessment
of the near-term outlook resulted in downward revisions to valuation.
Public equity holdings
The Company’s only public equity holding, Autolus Therapeutics,
decreased in value by 15%, detracting 0.3% from NAV over the full
year period.
Autolus Therapeutics reported a fair value loss of approximately
£0.6(million for the full year, re ecting a combination of sector-wide
sentiment pressures for cell therapies and evolving expectations
around the timing of the UK and European commercial rollout.
During the year, its lead CAR-T therapy, obe-cel (AUCATZYL), received
conditional approval in the UK and EU. In the UK, a revised
submission led to NICE approval for routine NHS use, while in the
United States, expanding treatment centres and payer coverage
supported sequential sales growth.
In the rst half, share price performance softened despite regulatory
achievements and improving US commercial traction, re ecting
continued investor caution around European reimbursement
pathways and evolving expectations for launch ramp-up. In the second
half, sentiment strengthened as commercial momentum became
more evident and key clinical milestones were achieved. This recovery
in the share price partially mitigated earlier declines and resulted in a
more constructive contribution to NAV towards the year end.
The Company will continue to monitor its holding in Autolus
Therapeutics and may realise the position opportunistically as part of
the managed wind-down.
Investment activity
Realisations
With the Company operating under a managed wind-down strategy
during 2025, capital discipline and liquidity management remained
a(priority. The portfolio continued to be positioned to support orderly
realisations while maintaining su cient liquidity to meet existing
commitments and operating requirements.
During the 12 months to 31 December 2025, the Company
generated £35.9 million of total realisations, re ecting successful exits
across several portfolio companies.
The most signi cant realisation was £21.4 million from the sale of
Araris Biotech to Taiho Pharmaceutical. Araris, a Swiss biotechnology
company specialising in next-generation antibody-drug conjugates
(ADCs) was acquired by Taiho Pharmaceutical in a transaction with an
upfront cash payment of $400 million and the potential to receive up
to $740 million in milestone payments. The acquisition underscores
both the value of Araris’ science and its potential to progress multiple
ADC candidates towards clinical development with further support
from a major pharmaceutical partner.
Additional realised proceeds were generated from AI Company(II
1
of
£8.4 million and Securiti AI (now Veeam Software) of £4.9(million.
The acquisition of Anthos Therapeutics by Novartis was also
completed during the year, generating an upfront payment of
$925(million and potential additional milestone payments of up to
$3.1 billion. The Company received realised proceeds of £0.7(million
in the second half of 2025, with further proceeds anticipated in the
rst half of 2026.
After the period end, in February 2026, Salica Environmental
Technologies Fund
2
completed the sale of Bluewater Bio to Aquavest
Ltd, a company backed by Verdane. The Company received cash
proceeds of £6.5 million from the transaction in January 2026, with
remaining proceeds expected to be received over the next
18(months.
Investments
The Company made investments of £5.0 million during the year,
primarily related to existing commitments within the life sciences
portfolio. This included £2.8 million into Araris Biotech, a Swiss
8
Schroders Capital Global Innovation Trust plc
Investment Manager’s Review
continued
1
Actual name not disclosed due to con dentiality.
2
Previously HP Environment Technologies Fund.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
Schroders Capital Global Innovation Trust plc
9
biotechnology company developing next-generation antibody-drug
conjugates using its proprietary AraLinQ™ platform, re ecting the
technical conversion of a convertible loan note, as previously
disclosed.
Additional follow-on investments totalling £1.8 million were made
across Epsilogen, a UK-based immune-oncology company developing
IgE antibody therapies for cancer, Neurona Therapeutics, a clinical-
stage biotechnology company focused on regenerative cell therapies
for neurological disorders, and A2 Biotherapeutics, which develops
targeted cell therapies designed to selectively attack tumour cells.
A further £0.4 million investment was made into AI Company I
1
, an
arti cial intelligence software company, in line with previous
disclosures.
All investments were made in accordance with the Company’s revised
investment policy to support ongoing development and preserve
value within the existing portfolio, and were completed following prior
written approval from the Board.
Cash runway analysis
The Company continues to assess the overall portfolio funding risk as
part of its ongoing monitoring process. The table below provides an
analysis of equity investments by expected cash runway, highlighting
which portfolio companies may require additional capital and when.
As at 31 December 2025, a signi cant majority of investments were
either pro table, fully funded or funded beyond the next two years.
Pro table investments (including milestones) represented 56.2% of
total equities, up from 39.5% at 31 December 2024. In addition,
a(further 22.2% of the portfolio was funded for two years, compared
with 19.7% in the prior year. By contrast, the proportion of
investments with an expected cash runway of one year reduced
signi cantly from 24.0% to 9.9%.
It is important to note that changes in the funding risk pro le (as
a(percentage of total equities) re ect both evolving company-level
characteristics, for example, transitions from loss-making to pro table
operations and shifts in relative portfolio weighting driven by
realisations, valuation movements and follow-on funding activity
during the year.
Expected cash runways for portfolio
companies
1 year
£31.6m
24.0%
£11.6m
9.9%
2 years
£25.9m
19.7%
£26.1m
22.2%
3 years +
£2.1m
1.6%
–
–
Unpro table
(fully funded)
£19.9m
15.1%
£13.8m
11.7%
Pro table (incl.
milestones)
£52.0m
39.5%
£66.1m
56.2%
Total equities
£131.5m
100%
£117.7m
100%
Source: Schroders Capital, 2026. These gures represent forecasts and may not
be realised. % of equity investments as at 31 December 2025.
Foreign exchange
Over the year, the fair value of investments denominated in United
States Dollar (USD) was negatively impacted by the appreciation of
the British Pound Sterling (GBP). Meanwhile, the fair value of
investments denominated in Swiss Franc (CHF) and Euro (EUR) were
positively impacted by the depreciation in the value of the British
Pound Sterling (GBP) over the period.
Cash and debt
As at 31 December 2025, the Company had £24.4 million in cash and
liquid money market funds, representing 17.3% of NAV, providing
su cient liquidity to meet existing portfolio funding requirements,
cover ongoing operating costs and fund future planned capital
returns to shareholders.
The liquid money market fund held is the Schroder Special Situations
– Sterling Liquidity Plus Fund, which targets returns in line with
short-term sterling interest rates (SONIA), subject to market
conditions.
Outlook
Following shareholders voting in favour of the discontinuation
resolution, the Company’s strategic focus during 2025 has been rmly
centred on executing an orderly managed wind-down and realising all
existing portfolio assets in a disciplined manner.
During 2025, the Company generated £35.9 million of total
realisations, including the completion of the sales of Araris Biotech
and Anthos Therapeutics, alongside additional realisations from other
portfolio holdings.
These proceeds contributed to year-end cash and equivalents of
£24.4 million, representing 17.3% of NAV. In addition, the Company
also returned £37.4 million to shareholders during the year through
share repurchases, re ecting continued progress in the managed
wind-down process.
Furthermore, in February 2026, Salica Environmental Technologies
Fund
2
completed the sale of Bluewater Bio, with £6.5 million
distributed to the Company.
The Board and Investment Manager continue to target a balance
between returning cash to shareholders in a timely manner and
maximising value. While signi cant progress was made in 2025,
particularly through the Araris transaction, based on current market
conditions and the remaining portfolio composition, we do not expect
further material realisations before 2028.
Amounts realised during the wind-down are held as cash or cash
equivalents prior to being returned to shareholders, net of provisions
for costs and commitments. Taking into account the Company’s cash
position and remaining obligations at year end, the Board continues
to assess the timing and quantum of further capital returns in line
with the managed wind-down strategy.
The Board anticipates a further capital return of approximately
£18(million to shareholders during the rst half of 2026.
Tim Creed and Harry Raikes
Portfolio Managers
30 March 2026
31 December 2024
31 December 2025
Fair
% of
Fair
% of
value
equities
value
equities
Expected cash
runway
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
1
Actual name not disclosed due to con dentiality.
2
Previously HP Environment Technologies Fund.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
10
Schroders Capital Global Innovation Trust plc
Top 10 holdings
The Company’s top ten holdings as of 31 December 2025 compared with the respective holding as of 31 December 2024.
31 December 2025
31 December 2024
Value
% of
Value
% of
Portfolio company
Strategy
(£’000)
NAV
(£’000)
NAV
Atom Bank
1
Growth
23,105
16.4%
23,105
14.2%
Revolut
2
Growth
19,948
14.1%
14,577
9.0%
Nexeon
1
Venture
7,980
5.7%
7,805
4.8%
Back Market
3
Growth
7,822
5.5%
8,113
5.0%
Salica Environmental Technologies Fund
4
Growth
7,227
5.1%
8,168
5.0%
AI Company I
Venture
5,932
4.2%
3,320
2.0%
AI Company II
5
Growth
5,622
4.0%
7,984
4.9%
AgroStar
6
Growth
4,341
3.1%
7,907
4.9%
Veeam Software
Venture
3,822
2.7%
–
–
AI Company III
Venture
3,717
2.6%
3,992
2.5%
Source: JPM/Schroders.
¹ Assets inherited from the previous Investment Manager.
2
Revolut is held via the Company’s holding in Target Global Selected Opportunities, LLC – Series Space, a single asset fund.
3
Back Market is held via the Company’s holding in Sprints Capital Ellison LP, a single asset fund.
4
Previously HP Environmental Technologies Fund.
5
The revaluation of AI Company II relates to a corporate action event, which also resulted in cash proceeds of £8.4 million being received. Further detail can be
found under the 'Private equity growth holdings' paragraphs on page 8.
6
AgroStar is held via the Company’s holding in Schroders Capital Private Equity Asia Mauri VIII Ltd, a single asset 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 2025, Atom Bank published its FY25 Annual
Report for the 12-month period to 31 March 2025 with key highlights
including:
–
Customer deposits increased 31%, rising from £5.7 billion to
£7.5(billion.
–
Loans under management increased 29%, from £4.1 billion to
£5.3 billion.
–
Net interest income increased 2.6%, from £100 million to
£102(million.
–
Net interest margin declined from 2.8% to 2.2% driven by
a(maturing xed rate book and renewals in new base rate
environment.
–
Operating pro t decreased modestly by 5.6%, from £26.6 million
to £25.1 million, primarily due to increased headcount and higher
loan servicing costs as the balance sheet expanded.
Source: Atom Bank Annual Report (Info for Investors - How Atom Disrupts
Banking | Atom bank).
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 March 2026, Revolut published its Annual Report for the year ended
31
December 2025, providing greater detail on progress in the prior year.
–
Retail customer numbers increased 30%, rising from 52.5(million
to approximately 68.3(million.
–
Total customer balances increased 66%, from £30.2 billion to
£50.2 billion.
–
Annual transaction volumes increased 65%.
–
Net pro t increased 65%, rising from £790 million to
approximately £1.3 billion.
During 2025, Revolut continued to progress its UK banking licence
process with the Prudential Regulation Authority, with full banking
authorisation subsequently granted in March 2026.
In addition, the company completed a new primary funding round at
a(reported valuation of approximately $75 billion, further
strengthening investor con dence in its long-term global growth
strategy.
Source: Revolut Annual Report (Financial Statements | Revolut United Kingdom),
Revolut company website).
Nexeon
Advanced silicon anode materials for lithium-ion
batteries
Nexeon is a technology company developing engineered silicon materials
for use in next-generation lithium-ion batteries. The company’s mission is
to improve battery performance by increasing energy density and
enabling faster charging through the integration of silicon into battery
anodes.
–
During 2025, Nexeon continued to advance its commercialisation
strategy, progressing toward scaled production and deepening
engagement with global battery manufacturing partners.
Development e"orts remained focused on integrating its
proprietary silicon technology into next-generation battery
platforms.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
Schroders Capital Global Innovation Trust plc
11
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
–
The company also progressed its binding supply agreement with
Panasonic Energy, supporting the transition from development-
stage innovation toward commercial supply within the electric
vehicle battery value chain.
Source: Nexeon company website: Nexeon | Building better batteries |
Transformative silicon-based anode technology.
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 2025, Back Market reported over $3.5 billion in global GMV
(Gross Merchandise Value), representing 32% year-over-year
growth, and delivered its largest Black Friday period to date with
41% growth.
–
Expansion beyond smartphones into laptops, tablets, gaming
consoles and audio products continued to drive performance,
with non-smartphone categories accounting for approximately
40% of U.S. GMV.
–
Europe remains the company’s most mature region, with its
French business achieving 35% EBITDA margins, and the group
reaching global EBITDA break-even during the year.
–
In late 2025, Back Market opened its rst ever retail store in New
York City.
Source: Back Market company website, PR Newswire article: Back Market Clears
$3.5 Billion in 2025 GMV as AI and Cloud Accelerate the Shift Toward
Refurbished Tech Devices.
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.
–
In January 2026, Salica Environmental Technologies Fund
completed the sale of its largest underlying holding, Bluewater
Bio, to Verdane. The transaction represents a successful exit for
the Fund, generating an attractive multiple on invested capital
and re ecting the operational and commercial progress
achieved by Bluewater Bio during Salica’s period of ownership.
The acquisition by Verdane is expected to support the company’s
next phase of growth and international expansion.
Source: Salica Investments company website: Salica Investments successfully
exits Bluewater Bio to Verdane in fund-returning exit – Salica Investments.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
Investment Portfolio
as at 31 December 2025
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 2026. Figures have been rounded to the nearest %.
* Based on country of risk.
1
Excluding money market funds.
UK
U.S.
India
France
Switzerland
17%
64%
8%
7%
4%
Private equity
Public equity
98%
2%
Financials
Health Care
Technology
Industrials
Consumer
Business services
20%
37%
18%
13%
10%
2%
Public equity
Growth
Venture
Life sciences
58%
2%
24%
16%
12
Schroders Capital Global Innovation Trust plc
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any nancial instrument/securities or
adopt any investment strategy.
Schroders Capital Global Innovation Trust plc
13
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
The 20 largest investments account for 98.0% of total investments by value (31 December 2024: 94.4%).
Total
Fair value
investments
Holding
Quoted/unquoted
Strategy
Industry sector
£’000
%
Equities
Atom Bank
1
Unquoted
Growth
Financials
23,105
17.0%
Revolut LLP
3
Unquoted
Growth
Financials
19,948
14.7%
Nexeon
1
Unquoted
Venture
Industrials
7,980
5.9%
Back Market
2
Unquoted
Growth
Consumer
7,822
5.8%
Salica Environmental Technologies Fund
7
Unquoted
Growth
Industrials
7,227
5.3%
AI Company I
Unquoted
Venture
Technology
5,932
4.4%
AI Company II
Unquoted
Growth
Technology
5,622
4.1%
AgroStar
4
Unquoted
Growth
Consumer
4,341
3.2%
Veeam Software
Unquoted
Venture
Technology
3,822
2.8%
AI Company III
Unquoted
Venture
Technology
3,717
2.7%
CeQur
1
Unquoted
Life sciences
Health Care
3,541
2.6%
iOnctura
Unquoted
Life sciences
Health Care
3,183
2.3%
Epsilogen
Unquoted
Life sciences
Health Care
3,108
2.3%
Attest Technologies
Unquoted
Venture
Business Services
2,892
2.1%
Araris Biotech
Unquoted
Life sciences
Health Care
2,463
1.8%
Autolus Therapeutics
1
Quoted
Public
Health Care
2,462
1.8%
Anthos Therapeutics
Unquoted
Life sciences
Health Care
2,439
1.8%
Federated Wireless
1
Unquoted
Venture
Technology
2,114
1.6%
Neurona Therapeutics
Unquoted
Life sciences
Health Care
2,010
1.5%
Kymab
1
Unquoted
Life sciences
Health Care
1,540
1.1%
Genomics
1
Unquoted
Venture
Health Care
1,364
1.0%
A2 Biotherapeutics
Unquoted
Life sciences
Health Care
584
0.4%
Memo Therapeutics
Unquoted
Life sciences
Health Care
341
0.3%
Econic
1
Unquoted
Venture
Industrials
102
0.1%
Ada Health
Unquoted
Growth
Health Care
–
AMO Pharma
1
Unquoted
Life sciences
Health Care
–
BenevolentAI
1,6
Unquoted
Venture
Health Care
–
Bizongo
5
Unquoted
Growth
Business Services
–
Bodle Technologies
1
Unquoted
Venture
Technology
–
Carmot Therapeutics
Unquoted
Life sciences
Health Care
–
Evofem Biosciences
1
Unquoted
Life sciences
Health Care
–
Freevolt
1
Unquoted
Venture
Technology
–
Industrial Heat
1
Unquoted
Venture
Industrials
–
Just Benchmarks
1
Unquoted
Venture
Financials
–
Kind Consumer
1
Unquoted
Venture
Consumer Staples
–
Lignia Wood
1
Unquoted
Venture
Industrials
–
Ma c
1
Unquoted
Venture
Industrials
–
Metaboards
1
Unquoted
Venture
Technology
–
Novabiotics
1
Unquoted
Life sciences
Health Care
–
Total
Fair value
investments
Holding
Quoted/unquoted
Strategy
Industry sector
£’000
%
OcuTerra
1
Unquoted
Life sciences
Health Care
–
Oxsybio
1
Unquoted
Life sciences
Health Care
–
Reaction Engines
1
Unquoted
Venture
Industrials
–
Rutherford Health
1
Unquoted
Venture
Health Care
–
Spin Memory
1
Unquoted
Venture
Technology
–
Total equities
117,659
86.6%
Money market funds
Schroder Special Situations – Sterling
Liquidity Plus Fund
Cash
Collectives
18,231
13.4%
Total money market funds
18,231
13.4%
Total investments
8
135,890
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 LLP 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
Osaka was delisted from Euronext Amsterdam e"ective 13 March 2025.
7
Previously HP Environmental Technologies Fund.
8
Total investments comprise:
£’000
%
Unquoted
115,197
84.8%
Listed overseas
2,462
1.8%
Collective investment scheme
18,231
13.4%
Total
135,890
100.0%
Source: Schroders 2025.
Additional details of unquoted, including investments quoted in inactive markets, in the
top 10 holdings
Cost
Fair value
Holding
Description of business
£’000
£’000
Atom Bank
UK app-only challenger bank
75,165
23,105
Revolut LLP
Provides a digital banking solution
9,849
19,948
Nexeon
Manufactures of advanced silicon-based anode materials
4,944
7,980
Back Market
Online marketplace for refurbished devices
10,032
7,822
Salica Environmental
Technologies Fund
1
Portfolio of venture and growth stage industrial companies
2,939
7,227
AI Company I
Arti cial intelligence software company
2,860
5,932
AI Company II
2
Provider of high-quality data curation services for generative AI models and
application developers
7,871
5,622
AgroStar
Solutions provider for the Indian agriculture sector
6,581
4,341
Veeam Software
Provider of data protection, backup, and disaster recovery solutions
–
3,822
AI Company III
Arti cial intelligence foundational model for software development
3,907
3,717
1
Previously HP Environmental Technologies Fund.
2
The revaluation of AI Company II relates to a corporate action event, which also resulted in cash proceeds of £8.4 million being received. Further detail can be
found under the 'Private equity growth holdings’ paragraphs on page 8.
14
Schroders Capital Global Innovation Trust plc
Investment Portfolio
as at 31 December 2025
continued
Schroders Capital Global Innovation Trust plc
15
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Long Term Financial Record
At 31 December
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Shareholders’ funds (£’000)
771,093
755,295
807,200
449,429
318,069
436,871
257,922
217,064
162,445
141,221
NAV per share (pence)
93.24
91.33
97.61
49.46
35.00
48.08
28.52
25.32
19.94
22.23
Share price (pence)
91.00
84.45
82.10
38.35
31.00
33.10
15.47
14.65
11.00
15.20
Share price discount to NAV
per share (%)
1
2.4
7.5
15.9
22.5
11.4
31.2
45.8
42.1
44.8
31.6
(Net cash)/gearing (%)
1
9.7
19.8
18.6
24.6
31.6
0.7
(6.3)
(1.3)
(1.2)
(4.4)
For the year ended 31 December
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
Net revenue loss after
taxation (£’000)
(711)
(3,441)
(3,847)
(5,956)
(5,072)
(5,315)
(3,051)
(1,825)
(2,049)
(1,727)
Revenue loss per share (pence)
(0.09)
(0.42)
(0.47)
(0.67)
(0.56)
(0.58)
(0.34)
(0.20)
(0.25)
(0.24)
Dividend per share (pence)
–
–
–
–
–
–
–
–
–
–
Ongoing charges (%)
1
0.20
0.18
0.17
0.43
0.74
1.21
0.98
1.08
1.23
1.22
1
Alternative Performance Measures. Further details can be found on pages 80 and 81.
NAV per share, share price total return versus FTSE All-Share Index total return as at
31 December 2025
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 31 December 2016.
0
20
40
60
80
100
120
140
160
180
200
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
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 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.
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 and the liquidity pro le of the publicly
listed holding. 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
Investment Approach and Process
16
Schroders Capital Global Innovation Trust plc
Schroders Capital Global Innovation Trust plc
17
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 $27 billion of assets (as at 31 December 2025) providing investors with access
to a(broad range of private equity, including venture capital, growth and buyout investment opportunities, across a number of investment
programmes, including a successful, long-standing Global Innovation programme.
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 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.
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. 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
1
Basic shareholder rights
Revolut
Co-investment – primary engagement through several managers
where Schroders Capital has look-through exposure
Nexeon
1
Information rights only
Back Market
Co-investment – primary engagement through Sprints Capital
Salica Environmental Technologies Fund
2
Limited Partner Advisory Committee (LPAC) member
AI Company I
Co-investment – primary engagement through MMC Ventures
AI Company II
Information rights only
AgroStar
Right to appoint Board member (no appointment made currently)
Securiti (Veeam Software)
Information rights and primary engagement with co-investor
AI Company III
Information rights and primary engagement with co-investor
1
Assets inherited from the previous Investment Manager.
2
Previously HP Environmental Technologies Fund.
18
Schroders Capital Global Innovation Trust plc
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. Where the Company’s AIFM determines that valuation uncertainty is heightened for a particular holding, it may engage the
independent valuation agent, currently Kroll, to provide additional valuation inputs or recommendations to support the fair value
assessment.
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 summarised in a valuation memorandum that includes:
Appropriateness of valuation technique and key assumptions used;
Results of alternative valuation techniques (if available);
Reasonableness of signi cant valuation movements since the last valuation; and
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.
At quarterly meetings, and ad-hoc where necessary, the Company’s 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. Valuations of the portfolio are also reviewed annually by the Company’s external auditor.
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 prioritises 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
utilise 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.
Schroders Capital Global Innovation Trust plc
19
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Valuation Approach and Process
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.
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
72.1%
Adjusted transaction price
45.5%
Multiples – based
26.6%
Milestone approach
6.2%
Probability-weighted-expected-return
15.5%
Third-party fund NAV
6.2%
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
20
Schroders Capital Global Innovation Trust plc
Business Review
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.
Return of capital to shareholders
After careful consideration by the Board and its advisers, the Board
determined that a series of tender o"ers was the most appropriate
method of returning capital to shareholders ahead of a voluntary
liquidation of the Company. In line with this commitment, on 19 June
2025, a circular was issued by the Company setting out the Board's
recommendation of a capital return of up to £37 million, less costs, by
way of a tender o"er.
Following approval of the tender o"er resolution by shareholders at
the Company’s General Meeting on 10 July 2025, the Company
purchased 173,220,974 ordinary shares at a nal tender price of
21.119983 pence per ordinary share.
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. 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.
Once a signi cant proportion of the Company’s assets has 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. The Company’s
listing and the ability to trade its shares will be maintained for as long
as practicable during the asset realisation process, subject to
regulatory considerations.
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.
Schroders Capital Global Innovation Trust plc
21
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 bi-annually
by the Management Engagement Committee.
Promotion
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.
Enhanced focus is placed on ensuring e"ective communication with
shareholders. To receive regular updates on the Company,
shareholders are encouraged to sign up here:
https://schro.link/ucnyis.
Shareholders can also receive email noti cations informing them of
upcoming capital returns from the Company by registering with the
following web address https://www.schroders.com/inovcomms or via
the QR(code below:
22
Schroders Capital Global Innovation Trust plc
Business Review
continued
Stakeholder engagement
Section 172 of the Companies Act 2006
During the year under review, the Board discharged its duty under section 172 of the Companies Act 2006 to promote the success of the
Company for the 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 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.
Following shareholder approval to place the Company into a managed wind-down, the focus of engagement has changed from one of
promotion to a focus on timely communication with shareholders regarding delivery of asset realisation in an orderly manner.
Stakeholder
Significance
Engagement
2025 application
In response to shareholder feedback,
a(circular was published in January 2025
outlining proposals for the orderly
realisation of the Company’s assets,
seeking to optimise investment value and
progressively return cash to
shareholders. This was followed by
a(further circular in June 2025, which
detailed the Board’s recommendation for
a capital return of up to £37 million (less
costs) by way of a tender o"er, and
included a notice of General Meeting for
shareholders to vote on the tender o"er
resolution. The Company subsequently
completed its rst capital return to
shareholders in July 2025, returning
£37(million (less costs) at a price of
21.119983 pence per ordinary share.
Both the AGM held in May 2025 and the
General Meetings held in February and
July 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 June 2026.
The Company’s web pages host
documents such as the annual and half
year reports and shareholder circulars. Via
the Company’s web pages, shareholders
can subscribe to the Schroders’
investment trusts newsletter to receive
regular updates on the Company.
The Board also introduced a dedicated
registration link, enabling shareholders
to sign up to receive email noti cations
regarding future capital distributions.
This aims to enhance communication
and ensure shareholders are kept
promptly informed. The registration link
is available here:
https://www.schroders.com/inovcomms
The Chair of the Board and the SID met
with some of the Company's major
shareholders during the year and since
the year end. Their views about the
managed wind-down progress were
taken into consideration as part of the
Board's duty to ensure their interests
were taken into account.
The Investment Manager engaged with
a(number of its shareholders and
investors during the year and regular
feedback was provided to the Board.
Some promotional activities were also
undertaken including Investment
Manager interviews, webinars, and
results presentations.
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 and any
General Meetings. The Board values the
feedback it receives from shareholders
which is incorporated into Board
discussions.
Publications:
The annual and half year
results reports and shareholder circulars
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, SID, or other Board members
without using the Manager or Company
Secretary as a conduit, by writing to the
Company’s registered o ce. The Board
also corresponds with shareholders by
letter and email. The Board receives
regular feedback from its broker on
investor engagement and sentiment and
the Board welcomes all shareholders’
views.
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.
Continued shareholder
support and engagement
are critical to support the
managed wind-down of the
Company and the delivery of
the investment objective.
Shareholders
Schroders Capital Global Innovation Trust plc
23
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Stakeholder
Significance
Engagement
2025 application
In accordance with the Company’s
strategy, the Investment Manager
remained focused during the year on its
three principles of an orderly managed
wind-down: maximise exit value, support
(not force) exits, and prudent reserving.
In accordance with the revised
investment policy, no new investments
were made, except where required to
honour existing contractual
commitments or, with prior Board
approval, to support existing holdings.
The Board meets the Investment
Manager in person, including members
of the investment team based in Zurich,
Switzerland.
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 bi-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 investing practices as an integral
part of assessing and monitoring its
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. The Investment
Manager’s post-investment monitoring
is(supported by information and
monitoring rights, including access to
management and reporting and, where
possible, board observer seats.
Engagement with portfolio companies,
and for co-investments, with investment
partners, is ongoing and is tailored to
shareholder rights, the size of the
holding, risk pro le, value creation
potential and the strength of the
shareholder syndicate.
24
Schroders Capital Global Innovation Trust plc
Business Review
continued
Stakeholder
Significance
Engagement
2025 application
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. The need to foster business
relationships with key service providers is
central to Directors’ decision making as
the Board of an externally managed
investment trust.
Under delegated authority from the
Board, the Management Engagement
Committee reviewed all material
third-party service providers.
During the year the Board considered
the potential bene ts of changing the
Company’s provider of depositary,
custodian, and fund administration
services. The Board met with and
reviewed J.P. Morgan and agreed that it
was in the best interest of the Company
to change provider to J.P. Morgan with
e"ect from 1 July 2025.
The Board considered the ongoing
appointments of its other 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.
Schroders Capital Global Innovation Trust plc
25
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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
O cer (“CEO”), Chief Financial O cer (“CFO”) or Senior Independent
Director (“SID”). As an investment trust with no executive o cers, 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 2025, the Board acknowledges that it does not
meet the target that at least 40% of Directors are women. Following
the retirement of Lamia Baker in May 2025 and shareholder approval
to enter a managed wind-down in February 2025, the Board
determined that three Directors was appropriate, considering both
the responsibilities to be discharged and the need to manage the
Company’s operating costs. This small composition will make these
targets challenging to fully implement. The Board does not anticipate
undertaking a recruitment process in the medium term, which would
otherwise provide an opportunity to address diversity. However, the
Board will continue to keep its composition under review as
circumstances evolve. There have been no changes since
31(December 2025 to the date of publication of this annual report
and financial statements.
Gender identity
Number of
Number of
% of
senior positions
Board members
the Board
on the Board
Men
2
67
1
Women
1
33
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)
2
67
2
Mixed Multiple
Ethnic Groups
–
–
–
Asian/Asian British
–
–
–
Black/African/
Caribbean/Black British
–
–
–
Other ethnic group,
including Arab
1
33
–
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 tra cking 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 e ciency
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/428cabc853aa38f9/original/TCFD-
GB97092M-Schroders-Capital-Global-Innovation-Trust-plc-20241231.pdf
26
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. 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 2026.
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, drawing on updates from the Investment Manager, Company Secretary and other service providers on emerging risks. Following
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 re ect 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 “Change” column on the right highlights at a glance the Board’s assessment of any increases or
decreases in risk during the year and up to the date of this report 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 ongoing managed wind-down process.
A full analysis of the nancial risks facing the Company is set out in note 17 to the nancial statements on pages 68 to 71.
Risk
Mitigation and management
Change
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 realised 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 may be detrimental to
returning value to shareholders.
The Board seeks regular advice from its advisers
regarding the most appropriate timing and
mechanism to return capital to shareholders.
Schroders Capital Global Innovation Trust plc
27
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Risk
Mitigation and management
Change
In accordance with the revised investment
strategy, the Investment Manager did not make
any new investments and focused on the orderly
realisation of the Company’s portfolio and the
return of capital. Macroeconomic and geopolitical
developments were regularly monitored and
considered in assessing their impact on
valuations and the timing of disposals. Prudent
cash management was maintained to meet
remaining portfolio commitments and support
the Company’s ongoing capital return objectives.
Under the prior investment thesis, the global
mandate allowed the Manager to diversify the
portfolio geographically and thus mitigate against
challenging economic conditions of a single
market or sector.
Further details on nancial risks and risk
mitigation are detailed in note 17 to the accounts.
Economic and market
The portfolio will 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 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 or, with prior
Board approval, to support existing holdings.
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 su cient cash accumulated from
realisations to justify a distribution.
The Company completed its rst capital return to
shareholders by way of tender o"er in July 2025
of £37 million, less costs, at a price of 21.119983
pence per ordinary share.
It is the Board’s intention to return a further
approximately £18(million to shareholders via
a(tender o"er in the rst half of 2026.
Return of capital may be delayed
The return of capital to shareholders may be
delayed by di culties 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.
Cost base
As assets are realised and the Company’s size
reduces during the managed wind-down, its cost
base may become disproportionate relative to the
remaining assets. This could result in less
competitive ongoing costs.
NEW RISK
The competitiveness of all service provider fees is
subject to benchmarking against its competitors.
The Management Engagement Committee
monitors and reviews all fees and expenses
incurred by the Company at least bi-annually and
makes recommendations to the Board regarding
their appropriateness and reasonableness. This
includes management fee levels.
The Board approves signi cant non-routine
expenses.
The transition of custodian and depositary to
J.P.(Morgan has contributed to an overall
reduction in expenses.
The Board coordinates closely with its advisers
(including the Manager, Registrar, broker and
independent legal adviser) to agree a clear
tender o"er timetable and roles and
responsibilities.
Shareholder communications comprise a tender
o"er circular released via RNS and made available
on the Company’s website and through
intermediaries, supported by an FAQ.
Tender o"er documentation is reviewed for clarity
and consistency.
NEW RISK
Tender offer execution
As the Company returns cash to shareholders
through tender o"ers, there is a risk that an opaque
or ine"ective process, coupled with unclear or
insu cient communications, could limit
transparency and shareholder understanding,
reduce participation, and adversely a"ect
shareholder outcomes.
28
Schroders Capital Global Innovation Trust plc
Business Review
continued
Risk
Mitigation and management
Change
Investment management
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
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.
Portfolio/individual company valuation risk
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 di cult. 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.
Short term liquidity issues can become
compounded by market events.
Tender offer execution
continued
The Board considers undertaking targeted
shareholder identi cation and engagement
activities to contact as many shareholders as
practicable.
The Board undertakes post-o"er reviews to
identify improvements for future tenders,
including consideration within the Board
evaluation (most recently in November 2025).
A dedicated registration link enables
shareholders to receive email noti cations
regarding future capital distributions:
https://www.schroders.com/inovcomms
NEW RISK
The Board and Investment Manager monitor
concentration by holding and sector and the
dependency of valuations on key milestones. The
Investment Manager will, where practicable, seek
to realise investments at their natural exit points.
Both the Board and Investment Manager
maintain active oversight through regular
valuation and liquidity reviews and consider
a(range of exit options (including secondary
transactions) as the managed wind-down
progresses.
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 e cacy 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. In addition, as realisations continue,
one or more individual holdings may represent
a(growing proportion of the overall portfolio. 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
29
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Risk
Mitigation and management
Change
Liquidity
Insu cient liquid resources to meet its ongoing
nancial demands as they fall due.
The Investment Manager manages the portfolio
to ensure that the Company maintains su cient
liquidity to meet its contractual commitments,
while also holding an appropriate bu"er to
address unforeseen short-term funding
requirements. As at 31 December 2025, the
Company held cash of £6.2 million (2024:
£1.9(million) and had no debt or loan facilities in
place. In addition, the Company held £18.2(million
in the Schroder Special Situations – Sterling
Liquidity Plus Fund, a(money market fund o"ering
daily liquidity.
The Board regularly reviews detailed cash ow
forecasts prepared by the Investment Manager,
including assessments under a range of stressed
scenarios. These reviews consider the timing of
expected in ows and out ows, potential delays to
realisations, and the Company’s ability to meet
future commitments. The Board also receives
ongoing updates on anticipated disposals and
the funding requirements of existing investments,
including potential follow-on investments.
Share price volatility
During the managed wind-down, as investments
are realised and the Company’s portfolio becomes
smaller and more concentrated, there may be
increased volatility in both the NAV and the share
price. Reduced diversi cation and lower share
liquidity as capital is returned to shareholders may
also result in a continued or wider discount to NAV.
Additionally, possible changes to the portfolio
structure throughout the wind-down could further
increase share price volatility.
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.
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 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.
ESG and climate change
Failure by the Investment Manager to identify
potential ESG matters, including the impact of
climate change, in an investee company, given their
private nature, could impact shareholder returns
due to potential valuation issues in the underlying
investee companies.
30
Schroders Capital Global Innovation Trust plc
Business Review
continued
Risk
Mitigation and management
Change
Operational
The Board receives controls reports from its key
service providers which describe the protective
measures they take as well as their business
recovery plans.
Cyber security is closely monitored by the Audit
and Risk Committee as part of the review of the
internal controls of its service providers.
Directors usually attend an internal controls
brie ng session hosted by the Manager in
respect of the internal controls of the Company’s
key service providers. This includes a presentation
on cyber security controls and business
continuity capability.
Cyber 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.
The Board and the Manager monitor compliance
with the investment trust rules, seeking advice
where appropriate and liaise regularly with
HMRC.
Following shareholder approval of the Company’s
change in investment policy in February 2025,
HMRC con rmed that the Company continued to
be approved as an investment trust.
The annual external audit includes a review of the
Company’s investment trust status.
Taxation
The Company carries on business as an investment
trust. However, failure to comply with section 1158
of the Corporation Tax Act 2010 could have
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.
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.
In respect of the transition of custodian,
depositary and fund administration services from
HSBC to J.P. Morgan, a detailed transition plan
was put in place, closely monitored by the
Manager via a Risks, Assumptions, Issues and
Dependencies (RAID) log. The Board received
quarterly progress updates on the transition, with
the Audit Committee Chair acting as the primary
point of contact between update cycles. All
migration of nancial data from HSBC to
J.P.(Morgan was subject to close oversight by the
Company’s external auditors.
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.
Operational risks may arise from the transfer of
services to a new service provider.
Schroders Capital Global Innovation Trust plc
31
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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.
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
30 March 2026
Governance
32
Schroders Capital Global Innovation Trust plc
Governance
Board of Directors
34
Directors’ Report
35
Audit, Risk and Valuation Committee Report
38
Management Engagement Committee Report
41
Nomination and Remuneration Committee Report
42
Directors’ Remuneration Report
44
Statement of Directors’ Responsibilities
47
Governance
Schroders Capital Global Innovation Trust plc
33
Jane Tufnell
Status: Senior Independent
non-executive Director
Experience:
Jane spent the majority of her career at
Ru er Investment Management, which she
co-founded in 1994 and where she worked
until 2015. She is currently chair of ICG
Enterprise Trust PLC and a director of
Lulworth Investment Management Ltd. Jane
is a graduate of the University of Cambridge.
Length of service:
Six years – appointed as a Director in
September 2019.
Last re-elected to the Board:
2025
Committee membership:
Audit, Risk and Valuation, Management
Engagement Committee (Chair), Nomination
and Remuneration Committee (Chair)
Contribution:
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.
Remuneration for the year ended
31
December 2025:
£39,368 per annum
Number of shares held:
199,097
1
Stephen Cohen
Status: Independent non-executive
Director and Audit, Risk and
Valuation Committee Chair
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
a#Commissioner at the Civil Service
Commission, a#director of the Advanced
Research Invention Agency and will be
joining the Council of Research England in
April 2026. Stephen is a#graduate of the
University of Oxford.
Length of service:
Six years – appointed as a Director in June
2019.
Last re-elected to the Board:
2025
Committee membership:
Audit, Risk and Valuation (Chair),
Management Engagement and Nomination
and Remuneration Committees
Contribution:
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.
Remuneration for the year ended
31
December 2025:
£44,991 per annum
Number of shares held:
83,762
1
34
Schroders Capital Global Innovation Trust plc
Board of Directors
1
Shareholdings are as at 30 March 2026, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 46.
Tim Edwards
Status: Independent non-executive
Chair
Experience:
Tim is a Chartered Accountant with
a#background in corporate nance and
venture investing. Previously, Tim was
a#member of the governing Board of
InnovateUK, the UK’s innovation agency,
a#director 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., Senisca Limited and will be joining the
Board of Trustees of The Quadram Institute
Bioscience in April 2026. Tim has expertise in
evaluating, fund-raising, managing and
exiting private life science companies, with
over 20 years working as a chair.
Length of service:
Five years – appointed as a Director in
February 2021 and Chair in June 2021.
Last re-elected to the Board:
2025
Committee membership:
Audit, Risk and Valuation, Management
Engagement and Nomination and
Remuneration Committees
Contribution:
Tim’s extensive operational and strategic
experience enables him to facilitate Board
discussions and prioritise strategic decisions.
Remuneration for the year ended
31
December 2025:
£52,240 per annum
Number of shares held:
165,199
1
Schroders Capital Global Innovation Trust plc
35
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Directors’ Report
The Directors submit their annual report and nancial statements of
the Company for the year ended 31 December 2025.
Return of capital to shareholders
Following shareholder approval, the Company returned £37 million,
less costs, by way of a tender o er in July 2025. Under the tender
o er, 173,220,974 ordinary shares were purchased at a nal tender
price of 21.119983 pence per ordinary share.
Directors and officers
Chair
The Chair is an independent non-executive Director who is
responsible for leadership of the Board and ensuring its
e ectiveness 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 84 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 (the “UK#Code”)
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 (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).
It#includes 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 42 and 43. 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 20 to 31 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 consider
matters including: oversight of the realisation of the portfolio and
the return of capital to shareholders; approval and monitoring of
cash management and (where applicable) borrowings; review of the
managed-wind down progress and associated costs; monitoring of
the discount of the Company’s shares to NAV; consideration of
shareholder communications and market disclosures; and review of
the services provided by third-party providers. Additional meetings
of the Board are convened 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 e ectiveness was
assessed, and judged to be satisfactory, as part of the Board’s
annual review of the Board and its committees.
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
1
2/4
2/4
0/1
0/1
Stephen Cohen
2
3/4
3/4
0/1
0/1
Jane Tufnell
4/4
4/4
1/1
1/1
1
Ms Baker retired from the Board on 21 May 2025.
2
Due to unforeseen circumstances, Mr Cohen was unable to attend the
Board, Audit, Risk and Valuation Committee, and the Management
Engagement and Nomination and Remuneration Committee meetings held
in November 2025. Mr Cohen had access to all relevant meeting materials in
advance of the meetings and in his absence, the Audit, Risk and Valuation
Committee meeting was chaired by Ms Tufnell.
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
managed wind-down of the Company and initial tender o er. 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 e ect 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 14 on page 66.
As stated in the shareholder circular dated 31 January 2025 which
contained the Board’s recommendation for the managed
wind-down of the Company, it is the Board’s intention that the
Manager be retained to provide investment management and
administrative services in connection with the managed wind-down.
The Board considers the Manager to be best placed to provide such
services taking into account its knowledge and experience of the
Company’s investment portfolio. No change was proposed to the
fees payable to the Manager by the Company pursuant to the terms
of the existing Investment Management Agreement. Further details
on these fees can be found under “Fees payable to the Manager” on
this page.
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
J.P.#Morgan Chase Bank, N.A, replacing HSBC Securities Services (UK)
Limited who had provided these services up until 1 July 2025. The
AIFM has appropriate professional indemnity cover in place.
The Schroders Group manages £823.7 billion (as at 31 December
2025) on behalf of institutional and retail investors, nancial
institutions and high net worth clients from around the world,
invested in a#broad range of asset classes across equities, xed
income, multi-asset and alternatives.
Fees payable to the Manager
Under the terms of the AIFM Agreement, a#quarterly 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 J.P Morgan Chase Bank, N.A, 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
13#December 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 14
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.
36
Schroders Capital Global Innovation Trust plc
Directors’ Report
continued
Schroders Capital Global Innovation Trust plc
37
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Depositary
With e ect from 1 July 2025, J.P. Morgan Europe Limited were
appointed to provide depositary and custodian services to the
Company, replacing HSBC Bank plc who had provided these services
up until 1 July 2025. J.P. Morgan Europe Limited, 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
a#new 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.
Administrative expenses
A breakdown of the Company’s administrative expenses is provided
in note 4 of the nancial statements on page 62.
Share capital and substantial share interests
During the year under review the Company repurchased a total of
179,130,100#shares for cancellation. This included 173,220,974
shares which were purchased in connection with the tender o er
and 5,909,126 shares repurchased in the market. As#at
31#December 2025, the Company had 635,361,925 ordinary shares
of 1p in issue. No shares are held in treasury.
Since the year end, no shares have been repurchased for
cancellation, therefore as at 30 March 2026, the Company had
635,361,925#ordinary shares of 1p in issue. Accordingly, the total
number of voting rights in the Company as at 30 March 2026 was
635,361,925. Details of changes to the Company’s share capital
during the year under review are given in note 10 to the accounts.
All shares in issue rank equally with respect to voting, dividends and
any distribution on winding up.
As at 31 December 2025, 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
63,090,463
9.93
Suncap Ltd
34,049,551
5.36
Momentum Global Investment
Management Ltd
31,456,533
4.95
First Equity Limited
25,120,000
3.95
1
As at date of noti cation.
Since the year end, and at the date of this report, Momentum Global
Investment Management Ltd has advised that it holds 32,191,533
shares representing 5.07% of the Company’s total voting rights.
No#further changes have been noti ed since the year end.
Dividends
The Directors do not propose the payment of a dividend in respect
of the year ended 31 December 2025 (2024: 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
30 March 2026
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
internal controls
Financial reports and valuation
Audit
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 e ectiveness 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.
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.
Audit results
To discuss any matters arising from the
audit and recommendations made by the
Auditor.
Auditor appointment, independence
and performance
To make recommendations to the Board,
in#relation to the appointment,
re-appointment, e ectiveness, 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.
Risk
management
Internal
controls
Review of
external
auditors and
their work
Half year
and annual
report
Accounting
policies and
judgements
Audit, Risk and Valuation Committee Report
38
Schroders Capital Global Innovation Trust plc
Schroders Capital Global Innovation Trust plc
39
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 36. 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
internal controls
Financial reports and valuation
Audit
Meetings with the Auditor
The Auditor attended meetings to present
their audit plan and the ndings of the
audit. Prior to attending this meeting,
Ernst#& Young LLP met with the Audit Chair
to discuss these matters in advance.
The Committee met the Auditor without
representatives of the Manager present.
Effectiveness of the independent audit
process and Auditor performance
Evaluated the e ectiveness of the
independent audit rm and process prior
to making a recommendation that it should
be re-appointed at the forthcoming AGM.
Evaluated the Auditor’s performance
against agreed criteria including:
quali cation; knowledge, expertise and
resources; independence policies;
e ectiveness 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.
Auditor independence
Ernst & Young LLP has provided audit
services to the Company since it was
appointed on 21 June 2023. This is the
third#year 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
third 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 a ected the
independence or objectivity of the Auditor.
Audit tender
An audit tender was last undertaken in
2023.
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
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.
During the year under review, the Committee
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.
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.
Overall accuracy of the report and
nancial statements
Consideration of the annual report and
nancial statements and the letter from the
Manager in support of the letter of
representation to the Auditor.
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, 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.
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.
Risk management and
internal controls
Financial reports and valuation
Audit
Stephen Cohen
Audit, Risk and Valuation Committee Chair
30 March 2026
Compliance with the investment trust
qualifying rules in S1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
con rming compliance.
Fair, balanced and understandable
Reviewed the annual report and nancial
statements and advised the Board whether,
taken as a whole, they were fair, balanced and
understandable. In doing so, the Committee
considered whether the performance
measures and narrative reporting were
appropriate to a company in managed wind-
down, including whether they clearly
explained progress towards realisation of the
portfolio and the return of capital to
shareholders, provided adequate
commentary on the Company’s strengths
and weaknesses, and were consistent with
the Board’s view of the Company’s position
during the wind-down.
Going concern and viability
Reviewed the position and impact of risks
and made recommendations to the Board on
the appropriate basis of accounting for
preparing the annual and half year report,
including the implications of the Company’s
managed wind-down and the decision to
prepare the nancial statements on a basis
other than going concern.
The Committee also reviewed the disclosures
made by the Company in the viability
statement.
Further detail on going concern and viability
can be found on page 31.
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, including auditor
independence and objectivity and
compliance with the FRC Ethical Standard,
and on their own internal quality control
procedures.
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.
Consent to continue as Auditor
Ernst & Young LLP indicated to the
Committee its willingness to continue
to#act#as Auditor.
Recommendations made to, and approved by, the Board:
•
The Committee recommended that the Board approve the quarterly valuations, the half year report, and the annual report and
nancial statements.
•
The Committee recommended that the going concern assumption be adopted in the annual report and nancial statements and the
explanations set out in the viability statement.
•
As a result of the work performed, the Committee has concluded that the annual report and nancial statements for the year ended
31 December 2025, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders
to assess the Company’s position, performance, business model and strategy, and has reported on these ndings to the Board. The
Board’s conclusions in this respect are set out in the Statement of Directors’ Responsibilities on page 47.
•
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.
•
That the Committee’s Terms of Reference and non-audit services policy remained appropriate.
40
Schroders Capital Global Innovation Trust plc
Audit, Risk and Valuation Committee Report
continued
Schroders Capital Global Innovation Trust plc
41
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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.
During the managed wind-down, the Committee’s role is of increased importance given its oversight of key relationships (including fees and
service levels) supporting the orderly realisation of assets and the return of capital.
Approach
Oversight of the Manager
Oversight of other service providers
Application during the year
Oversight of the Manager
Oversight of other service providers
The Committee:
•
reviews the Investment Manager and Manager’s performance
in delivering the Company’s investment objective, including
progress with the managed wind-down, against relevant
comparators (where appropriate) and the wider 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 a bi-annual basis:
•
Depositary and custodian
•
Corporate broker
•
Registrar
The Committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The Committee also 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 in the context of the Company’s
managed wind-down, and agreed that the Manager has the
appropriate capabilities to enable the Company to meet its
investment objective. The Committee also considered the
continued appointment of the Manager and noted the Board’s
intention that the Manager be retained to provide investment
management and administrative services in connection with the
managed wind-down, given its knowledge and experience of the
Company’s investment portfolio.
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 Committee reviewed each of its third-party service providers
and agreed that their continued appointment remained in the
best interests of the Company and its shareholders during the
managed wind-down. In this respect, the Committee also
reviewed service provider fees to ensure that the Company
continues to receive high-quality services and appropriate support
for the wind-down at a competitive cost.
With e ect from 1 July 2025, J.P. Morgan Europe Limited was
appointed to provide depositary and custodian services to the
Company, replacing HSBC Bank plc. J.P. Morgan Chase Bank, N.A.
was appointed to provide fund administration services, replacing
HSBC Securities Services (UK) Limited.
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.
•
That the Committee’s Terms of Reference remained appropriate.
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
•
The 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.
•
The Committee discusses the long list,
invites a number of candidates for
interview and makes a recommendation
to the Board.
•
The Committee reviews the induction
and training of new Directors.
•
The 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
a#valuable 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.
•
The 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.
•
The 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.
•
The Committee oversees the handover
process for retiring Directors.
Nomination and Remuneration Committee Report
42
Schroders Capital Global Innovation Trust plc
Schroders Capital Global Innovation Trust plc
43
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Selection and induction
Board evaluation and Directors’ fees
Succession
•
As there were no Board appointments
during the year, no selection and
induction processes took place.
•
The annual Board evaluation, including
evaluation of its Committees, was
undertaken in November 2025 and
involved the completion of internal
questionnaires by each Director. The
evaluation concluded that the Board and
its Committees functioned well, with the
right balance of membership, skills and
experience to provide clear and e ective
leadership, proper governance, and to
support the Company through managed
wind-down. Given the Company’s status
and size, the Board agreed not to
undertake an externally facilitated board
evaluation.
•
The review of the Chair was undertaken by
the SID and concluded that the Chair
possess the right mix of skills and
experience to ful l his role and help guide
the Company through the managed
wind-down.
•
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 e ectively. 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 page 34.
•
Based on its assessment, the Committee
provided individual recommendations for
each Director’s re-election.
•
The Committee reviewed Directors’ fees,
using external benchmarking, and
recommended that Directors’ fees should
remain unchanged for the year to
31#December 2026. Further details are
provided in the Directors’ Remuneration
Report.
•
During the year, Lamia Baker retired from
the Board at the Company’s AGM held on
21 May 2025.
•
The Committee believes it is important
that the Board has an appropriate
balance of skills and diversity and has
reviewed its current composition with
these considerations in mind. As at
31#December 2025, the Board
acknowledges that it does not meet the
UK Listing Rule that at least 40% of
Directors are women; however, following
shareholder approval for the Company to
enter a managed wind-down and Lamia
Baker’s retirement in May 2025, the
Board agreed to maintain three Directors
to provide appropriate oversight while
managing costs.
•
The Committee reviewed the succession
policy and, taking into account the
Company’s managed wind-down status,
considered it unlikely that further
director recruitment would be required
at this stage.
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, remain free from con icts with the Company and contribute to their role of the Company. Accordingly, all Directors should be
recommended for re-election by shareholders at the AGM.
•
That the Director’s Remuneration Report be put to shareholders for approval as an ordinary resolution at the forthcoming AGM.
•
That the Director’s fees remain unchanged for the forthcoming nancial year.
•
That the Committee’s Terms of Reference remained appropriate.
Introduction
The following remuneration policy is currently in force and is subject
to a binding vote every three years. Shareholders last approved the
Directors’ remuneration policy at the AGM in 2025 and the current
policy provisions will apply until the policy is next considered by
shareholders at the AGM in 2028. 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 21 May 2025, 98.97% of the votes cast in respect
of approval of the Directors’ remuneration policy were in favour, while
1.03% were against and 704,033 votes were withheld.
At the AGM held on 21 May 2025, 99.06% of the votes cast in respect
of approval of the Directors’ Remuneration Report for the year ended
31#December 2024 were in favour, while 0.94% were against and
678,986 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 a airs, 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
a#pension 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 a ecting
the time commitment expected of the Directors. New Directors are
subject to the provisions set out in this remuneration policy.
Directors’ Remuneration Report
44
Schroders Capital Global Innovation Trust plc
Schroders Capital Global Innovation Trust plc
45
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Directors’ report on remuneration
This report sets out how the remuneration policy was implemented during the year ended 31 December 2025.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 December 2025 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 the inside front cover and page 1, under the heading “Performance Summary”.
Change in annual fee over years
Fees
ended 31 December
2025
2024
2025
2024
2023
2022
2021
Director
£
£
%
%
%
%
%
Tim Edwards (Chair)
52,240
52,240
–
5.0
4.6
38.8
1
N/A
Lamia Baker
3
13,035
33,744
(61.4)
108.8
N/A
N/A
N/A
Scott Brown
2
N/A
13,325
N/A
(58.5)
4.4
2.6
N/A
Stephen Cohen
44,991
44,991
–
5.0
4.4
2.6
(20.0)
Jane Tufnell
39,368
39,368
–
5.0
4.4
2.6
N/A
149,634
183,668
1
Appointed as a Director on 26 February 2021. Appointed Chair on 4 June 2021.
2
Retired as a Director on 22 May 2024.
3
Retired as a Director on 21 May 2025.
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 2025. The members of
the Board at the time that remuneration levels were considered are as set out on page 34.
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. The Company’s managed wind-down status was also taken into account.
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
2025
2024
%
£’000
£’000
Change
Remuneration payable to Directors
150
184
(18.5)
Distributions paid to shareholders
– Dividends paid during the year
–
–
–
– Share buybacks
37,380
5,286
607.2
Total distributions paid to shareholders
37,380
5,286
607.2
The information in the above table has been audited.
Performance graph since 31 December 2016
Share price total return versus FTSE All-Share Index total return for the period from 31 December 2016 to 31 December 2025.
Schroder Investment Management Limited took over investment management responsibilities in December 2019.
Source: Morningstar/Thomson Reuters. Rebased to 100 at 31 December 2016.
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
2025
1
2025
1
Tim Edwards
165,199
210,230
Lamia Baker
2
N/A
Nil
Stephen Cohen
83,762
309,737
Jane Tufnell
199,097
500,000
1
Ordinary shares of 1p each.
2
Ms Baker retired from the Board on 21 May 2025.
Since the year ended 31 December 2025, 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
30 March 2026
0
20
40
60
80
100
120
140
160
180
200
2025
2024
2023
2022
2021
2020
2019
2018
2017
2016
FTSE All-Share Index
Share price
46
Schroders Capital Global Innovation Trust plc
Directors’ Remuneration Report
continued
Schroders Capital Global Innovation Trust plc
47
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 a airs 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
note#1(a), the nancial statements have not been prepared on
a#going 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 di er from legislation in other jurisdictions.
Directors’ statement
Each of the Directors, whose names and functions are listed on
page#34, 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
30 March 2026
48
Schroders Capital Global Innovation Trust plc
Financial Statements
Financial Statements and Independent Auditor’s Report
Schroders Capital Global Innovation Trust plc
49
Financial Statements and
Independent Auditor’s Report
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
Financial Statements and Independent Auditor’s Report
Schroders Capital Global Innovation Trust plc
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
2025 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 2025 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 29, 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 £1.41 million (2024:
£1.62 million) which represents 1% of
shareholder’s funds.
Materiality
Schroders Capital Global Innovation Trust plc
51
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 obtained the market prices, from an
independent pricing vendor, for ve
business days pre and post the year end
date and con rmed there are no stale
prices.
For a sample of material Level 3
investments, we engaged our valuations
specialists who assessed the
reasonableness of management’s valuations
by performing the following procedures:
–
Reviewed the valuation papers for the
year ended 31 December 2025 to gain
an understanding of, and comment on,
the valuation methodologies and
assumptions used;
–
Assessed whether the valuations have
been performed in line with general
valuation approaches as set out in
UK GAAP and the International Private
Equity and Venture Capital Valuation
(IPEV) guidelines; and
–
Assessed the appropriateness of data
inputs and challenged the assumptions
used to support the valuations and
agreed key inputs to underlying
supporting information;
–
Performed an assessment of 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
–
Performed comparative calculations,
where appropriate, to assess whether
the valuation conclusions are
reasonable and within an
independently calculated acceptable
valuation range.
For all other material Level 3 investments,
the audit team assessed the reasonableness
of management’s valuations by performing
the following procedures:
–
Reviewed the valuation papers for the
year ended 31 December 2025 to gain
an understanding of, and comment on,
the valuation methodologies and
assumptions used;
Incorrect valuation or ownership of the
investment portfolio
(as described on
page 39 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 2025 was £135.84 million
(2024: £161.10 million) consisting of Level 1
and Level 2 investments with an aggregate
value of £20.69 million (2024:
£32.76 million) and Level 3 investments
with an aggregate value of £115.15 million
(2024: £128.34 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.
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 £1.41 million (2024:
£1.62 million) which is 1% (2024: 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% (2024: 75%) of our planning
materiality, namely £1.06 million (2024: £1.22 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
£0.07 million (2024: £0.08 million), which is set at 5% of planning
materiality (2024: 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.
–
Assessed whether the valuations have
been performed in line with general
valuation approaches as set out in
UK GAAP and the International Private
Equity and Venture Capital Valuation
(IPEV) guidelines; and
–
Assessed the appropriateness of data
inputs and challenged the assumptions
used to support the valuations and
agreed key inputs to underlying
supporting information.
For the remaining Level 3 investments, we
performed an analytical review of the
movements during the year, reviewing for
any contradictory evidence.
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 compared the Company’s quoted and
unquoted investment holdings at
31 December 2025 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.
We recalculated the change in unrealised
gains/losses on the investment portfolio 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.
Schroders Capital Global Innovation Trust plc
53
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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.
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 31;
–
Directors’ explanation as to its assessment of the Company’s
prospects, the period this assessment covers and why the period
is appropriate set out on page 31;
–
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 31;
–
Directors’ statement on fair, balanced and understandable set
out on page 47;
–
Board’s con rmation that it has carried out a robust assessment
of the emerging and principal risks set out on pages 26 to 29;
–
The section of the annual report that describes the review of
e ectiveness of risk management and internal control systems
set out on pages 38 to 40; and;
–
The section describing the work of the Audit, Risk and Valuation
Committee set out on pages 38 to 40.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set
out on page 47, 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.
Independent Auditor’s Report
to the Members of Schroders Capital Global Innovation Trust plc
continued
54
Schroders Capital Global Innovation Trust plc
–
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 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.
–
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
30 March 2026
Schroders Capital Global Innovation Trust plc
55
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Income Statement
for the year ended 31 December 2025
2025
2024
Revenue
Capital
Total
Revenue
Capital
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
Gains/(losses) on investments held at fair value through
pro t or loss
–
18,378
18,378
–
(47,267)
(47,267)
Net foreign currency losses
–
(146)
(146)
–
(17)
(17)
Income from investments
2
205
–
205
195
–
195
Gross return
205
18,232
18,437
195
(47,284)
(47,089)
Management fee
3
(927)
–
(927)
(893)
–
(893)
Administrative expenses
4
(1,005)
–
(1,005)
(1,351)
–
(1,351)
Net return before nance costs and taxation
(1,727)
18,232
16.505
(2,049)
(47,284)
(49,333)
Finance costs
5
–
–
–
–
–
–
Net return before taxation
(1,727)
18,232
16,505
(2,049)
(47,284)
(49,333)
Taxation
6
–
–
–
–
–
–
Net return after taxation
(1,727)
18,232
16,505
(2,049)
(47,284)
(49,333)
Return per share (pence)
7
(0.24)
2.49
2.25
(0.25)
(5.69)
(5.94)
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 gain/(loss) on ordinary activities after taxation is also the total comprehensive gain/(loss) for
the year, therefore no separate Statement of Comprehensive Income has been prepared.
The notes on pages 59 to 72 form an integral part of these accounts.
56
Schroders Capital Global Innovation Trust plc
Statement of Changes in Equity
for the year ended 31 December 2025
Called-up
Capital
share
redemption
Special
Capital
Revenue
capital
reserve
reserve
reserves
reserve
Total
Note
£’000
£’000
£’000
£’000
£’000
£’000
At 31 December 2023
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
10, 11
8,145
941
877,859
(693,448)
(31,052)
162,445
Repurchase and cancellation of the Company’s
own shares
(1,791)
1,791
(37,380)
–
–
(37,380)
Costs associated with managed wind-down and tender o er
–
–
(349)
–
–
(349)
Net return after taxation
–
–
–
18,232
(1,727)
16,505
At 31 December 2025
10, 11
6,354
2,732
840,130
(675,216)
(32,779)
141,221
The notes on pages 59 to 72 form an integral part of these accounts.
Schroders Capital Global Innovation Trust plc
57
Statement of Financial Position
at 31 December 2025
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
2025
2024
Note
£’000
£’000
Fixed assets
Investments held at fair value through pro t or loss
7
135,890
161,097
Current assets
Debtors
8
109
298
Cash at bank
8
6,203
1,948
6,312
2,246
Current liabilities
Creditors: amounts falling due within one year
9
(981)
(898)
Net current assets
5,331
1,348
Total assets less current liabilities
141,221
162,445
Net assets
141,221
162,445
Capital and reserves
Called-up share capital
10
6,354
8,145
Capital redemption reserve
11
2,732
941
Special reserve
11
840,130
877,859
Capital reserves
11
(675,216)
(693,448)
Revenue reserve
11
(32,779)
(31,052)
Total equity shareholders’ funds
141,221
162,445
Net asset value per share (pence)
12
22.23
19.94
These accounts were approved and authorised for issue by the Board of Directors on 30 March 2026 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
Cash Flow Statement
for the year ended 31 December 2025
2025
2024
£’000
£’000
Operating activities
Net gain/(loss) before nance costs and taxation
16,505
(49,333)
Adjustments for
Capital (gain)/loss before taxation
(18,232)
47,284
Decrease/(increase) in debtors
189
5,213
Increase/(decrease) in creditors
104
(501)
Net cash out ow from operating activities
(1,434)
2,663
Investing activities
Purchases of investments
(31,775)
(55,220)
Sales of investments
75,360
56,949
Net cash in ow from investment activities
43,585
1,729
Financing activities
Repurchase and cancellation of the Company’s own shares
(37,401)
(5,340)
Costs associated with managed wind-down and tender o er
(349)
–
Net cash out ow from nancing activities
(37,750)
(5,340)
Change in cash at bank
4,401
(948)
Cash at bank at the beginning of the year
1,948
2,913
Exchange movements
(146)
(17)
Cash at bank at the end of the year
6,203
1,948
Included within operating cash ows are dividends received of £87,000 (2024: £nil), interest from debt securities of £217,000 (2024: £129,000)
and deposit interest receipts of £84,000 (2024: £72,000).
The notes on pages 59 to 72 form an integral part of these accounts.
Schroders Capital Global Innovation Trust plc
59
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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.
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 to 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 2024.
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 16 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 2022. The
following factors will be considered in determining the fair value of an unquoted asset:
Notes to the Financial Statements
60
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
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
Capital reserve
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.
Special reserve
The special reserve 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.
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 7 on page 64.
Schroders Capital Global Innovation Trust plc
61
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
(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.
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
2025
2024
£’000
£’000
Income from investments
UK dividends
87
–
Interest from debt securities
38
123
Bank interest
80
72
205
195
3.
Management fee
2025
2024
£’000
£’000
Management fee
927
893
927
893
Under the terms of the AIFM Agreement, a quarterly 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. No performance fee is payable for the current or prior year
and no provision is required at 31 December 2025.
Details of all transactions with the Manager are given in note 14 on page 66.
62
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
4.
Administrative expenses
2025
2024
£’000
£’000
Administration fees
98
118
AIFM fees
165
165
Audit fees
1
190
234
Broker fees
40
40
Custody fees
32
53
Depositary fees
28
31
Directors fees
2
150
184
Legal & professional fees
42
232
Registrar fees
40
35
Valuation fees
60
21
Other expenses
160
238
1,005
1,351
1
No amounts are payable to the auditor for non-audit services. The current year fee is estimated at £190,000. The 2024 audit fee was £210,000 but was reported as
£234,000 due to an under accrual of £23,720 from the 2023 audit, which was adjusted in the year 2024.
2
Details payable to the Directors are given in the Remuneration Report on pages 44 to 46.
5.
Taxation
(a)
Analysis of tax charge for the year
2025
2024
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 2025 (2024: nil).
(b)
Factors affecting tax charge for the year
2025
2024
Revenue
Capital
Total
Revenue
Capital
Total
£’000
£’000
£’000
£’000
£’000
£’000
Net return before taxation
(1,727)
18,232
16,505
(2,049)
(47,284)
(49,333)
Net return before taxation multiplied by the Company’s applicable
rate of corporation tax for the year of 25% (2024: 25%)
(432)
4,558
4,126
(512)
(11,821)
(12,333)
E ects of:
Capital (gain)/loss on investments
–
(4,558)
(4,558)
–
11,821
11,821
UK dividends which are not taxable
–
–
–
–
–
–
Disallowed expenses
–
–
–
15
–
15
Unrelieved management expenses
432
–
432
497
–
497
Taxation on ordinary activities
–
–
–
–
–
–
(c)
Deferred taxation
The Company has an unrecognised deferred tax asset £8,971,000 (2024: £8,539,000) arising from unutilised tax losses of £35,885,000 (2024:
£34,158,000) based on a prospective corporation tax rate of 25% (2024: 25%).
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.
Schroders Capital Global Innovation Trust plc
63
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
6.
Return per share
2025
2024
£’000
£’000
Revenue loss
(1,727)
(2,049)
Capital return
18,232
(47,284)
Total return
16,505
(49,333)
Weighted average number of shares in issue during the year
733,217,237
831,534,516
Revenue loss per share
(0.24)
(0.25)
Capital return per share
2.49
(5.69)
Return per share (pence)
2.25
(5.94)
The basic and diluted loss per share is the same because there are no dilutive instruments in issue.
7.
Investments held at fair value through profit or loss
(a)
Movement in investments
2025
2024
£’000
£’000
Opening book cost
528,514
553,693
Opening investment holding losses
(367,417)
(343,600)
Opening fair value
161,097
210,093
Purchases at cost
31,775
55,220
Sales proceeds
(75,360)
(56,949)
Gains/(losses) on investments held at fair value through pro t or loss
18,378
(47,267)
Closing fair value
135,890
161,097
Closing book cost
512,482
528,514
Closing investment holding losses
(376,592)
(367,417)
Closing fair value
135,890
161,097
The Company received £75,360,000 (2024: £56,949,000) from investments sold in the year. The book cost of the investments when they were
purchased was £47,807,000 (2024: £80,399,000). 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 2025
Opening
Closing
valuation at
valuation at
31 December
Valuation
Purchases/
31 December
2024
adjustment
(disposals)
2025
£’000
£’000
£’000
£’000
Revolut LLP
14,577
5,371
–
19,948
AI Company I
3,320
1,866
746
5,932
AgroStar
7,907
(3,566)
–
4,341
Veeam Software
–
3,822
–
3,822
Epsilogen
2,022
37
1,049
3,108
Anthos Therapeutics
3,612
(95)
(1,078)
2,439
Federated Wireless
5,431
(3,317)
–
2,114
Genomics
3,738
(2,374)
–
1,364
Ada Health
4,248
(4,248)
–
–
Securiti
3,992
893
(4,885)
–
64
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
7.
Investments held at fair value through profit or loss
continued
(b)
Unquoted investments, including investments quoted in inactive markets
continued
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
AI Company I
1,651
1,669
–
3,320
Bizongo
5,585
(4,946)
–
639
Reaction Engines
10,625
(10,625)
–
–
OcuTerra
4,804
(4,804)
–
–
Material disposals of unquoted investments during the year 2025
Gain/(loss)
Carrying
on carrying
value at
value at
31 December
Sales 31 December
Book cost
2024
Proceeds
2025
£’000
£’000
£’000
£’000
Araris Biotech
5,457
3,071
21,433
18,362
Securiti (now Veeam Software)
3,915
3,992
4,885
893
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)
(c)
Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission, were incurred in the year:
2025
2024
£’000
£’000
On disposals
7
13
7
13
8.
Current assets
\
2025
2024
Debtors
£’000
£’000
Dividends and interest receivable
–
184
Other debtors
109
114
109
298
The Directors consider that the carrying amount of accrued income and debtors approximate to their fair value.
Cash at bank
The carrying amount of cash, amounting to £6,203,000 (2024: £1,948,000) represents its fair value.
9.
Creditors: amounts falling due within one year
2025
2024
Creditors: amounts falling due within one year
£’000
£’000
Repurchase and cancellation of the Company’s own shares awaiting settlement
–
21
Management fee payable
475
208
Other creditors and accruals
506
669
981
898
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
Schroders Capital Global Innovation Trust plc
65
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
10.
Called-up share capital
2025
2024
£’000
£’000
Ordinary shares of 1p each allotted, called up and fully paid:
Opening balance of 814,492,025 (2024: 857,360,026) shares
8,145
8,573
Repurchase and cancellation of 179,130,100 (2024: 42,868,001) shares
(1,791)
(428)
Closing balance of 635,361,925 (2024: 814,492,025) shares
6,354
8,145
During the year, the Company made market purchases of 179,130,100 of its own shares, with a nominal value of £1,791,000, for cancellation.
This represented 2.2% of the shares outstanding at the beginning of the year, and the total consideration paid amounted to £37,380,000. Of
these repurchases, 5,909,126 shares were acquired to help manage volatility in the share price discount to NAV per share, while 173,220,974
shares were repurchased through the tender o
er to return capital to shareholders.
11.
Reserves
Capital reserves
Capital
Special
Capital
Revenue
redemption
1
reserve
2
reserve
3
reserve
4
£’000
£’000
£’000
£’000
At 31 December 2024
941
877,859
(693,448)
(31,052)
Gains on sales of investments
–
–
27,553
–
Change in unrealised losses on investments at fair value through
pro t or loss
–
–
(9,175)
–
Repurchase and cancellation of the Company’s own shares
1,791
(37,380)
–
–
Costs associated with managed wind-down and tender o
er
–
(349)
–
–
Exchange loss
–
–
(146)
–
Retained revenue loss for the year
–
–
–
(1,727)
At 31 December 2025
2,732
840,130
(675,216)
(32,779)
Capital reserves
Capital
Special
Capital
Revenue
redemption
1
reserve
2
reserve
3
reserve
4
£’000
£’000
£’000
£’000
At 31 December 2023
513
883,145
(646,164)
(29,003)
Losses on sales of investments
–
–
(23,450)
–
Change in unrealised losses on investments at fair value through
pro t or loss
–
–
(23,817)
–
Repurchase and cancellation of the Company’s own shares
428
(5,286)
–
–
Exchange loss
–
–
(17)
–
Retained revenue loss for the year
–
–
–
(2,049)
At 31 December 2024
941
877,859
(693,448)
(31,052)
Company’s articles of association permit dividend distributions out of realised capital pro ts.
1
The capital redemption reserve represents the accumulated nominal value of shares repurchased for cancellation. This reserve is not distributable.
2
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.
3
Capital Reserves represent a realised and unrealised net amount and a positive balance may be used to purchase the companys own shares. 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.
4
A positive balance on the revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares.
12.
Net asset value per share
2025
2024
Net assets (£’000)
141,221
162,445
Shares in issue at the year end
635,361,925
814,492,025
Net asset value per share (pence)
22.23
19.94
13.
Uncalled capital commitments
At 31 December 2025, the Company had no uncalled capital commitments (2024: £1,049,000) in respect of follow-on investments, which may be
called by investee companies, subject to their achievement of certain milestones and objectives.
66
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
14.
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 36. A management fee amounting to £927,000 (2024:
£893,000) is payable to Schroder Investment Management Limited for the year ended 31 December 2025, of which £475,000 (2024: £208,000)
was outstanding at the year end.
Fees amounting to £165,000 (2024: £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 £84,000 (2024: £41,000) 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 the third party administrator in connection with accounting
and administrative services provided to the Company. These charges amounted to £98,000 (2024: £118,000), of which £41,000 (2024: £177,000)
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.
15.
Related party transactions
Details of the remuneration payable to Directors are given in the Directors’ Remuneration Report on page 45 and details of Directors’
shareholdings are given in the Directors’ Remuneration Report on page 46. Details of transactions with the Manager, the AIFM and its
associated companies are given in note 14 above. There have been no other transactions with related parties during the year (2024: nil).
16.
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 61.
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:
Schroders Capital Global Innovation Trust plc
67
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
2025
2024
% 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
(44.0)% to 0.0%
45.5
(39.5)% to 0.0%
35.0
Adjusted transaction price
Multiples-based
Multiple of Sales
2.8x to 12.5x
26.6
5.7x to 17.7x
22.0
Multiple of Gross Pro t
N/A
–
9.0x to 15.2x
15.3
Milestone approach
Discount rate
1
30.0% to 25.0%
6.2
0% to 35.0%
4.8
Probability-weighted-expected return
30.0% to 20.0%
15.5
20.0% to 30.0%
16.5
Third-party fund NAV
Last published NAV of
N/A
6.2
N/A
6.4
third party fund
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:
2025
Level 1
Level 2
Level 3
Total
£’000
£’000
£’000
£’000
Investments in equities – quoted
2,462
18,231
–
20,693
– unquoted
–
–
115,197
115,197
Total
2,462
18,231
115,197
135,890
The Level 2 asset relates to the holding in Schroders Special Situations - Sterling Liquidity Plus Fund.
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
Movements in fair value measurements included in Level 3 during the year are as follows:
2025
2024
£’000
£’000
Opening book cost
487,324
473,660
Opening investment holding losses
(358,987)
(327,903)
Opening valuation
128,337
145,757
Purchases at cost
5,056
19,039
Sales proceeds
(35,921)
(10,507)
Net movement in investment holding gains and losses
17,725
(25,952)
Closing valuation
115,197
128,337
Closing book cost
482,580
487,324
Closing investment holding losses
(367,383)
(358,987)
Total level 3 investments held at fair value through pro t or loss
115,197
128,337
The company received £35,921,000 (2024: £10,507,000) from Level 3 investments sold in the year. The book cost of the investments when they
were purchased was £9,800,000 (2024: £5,375,000). 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.
68
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
17.
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 foreign currency exposure at 31 December are shown below.
2025
Swiss
US
Euro
Francs
Dollars
Total
£’000
£’000
£’000
£’000
Cash at bank
18
17
4,842
4,877
Investments held at fair value through pro t or loss
11,004
6,345
57,423
74,772
Total net foreign currency exposure
11,022
6,362
62,265
79,649
2024
Swiss
US
Euro
Francs
Dollars
Total
£’000
£’000
£’000
£’000
Cash at bank
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
The above year end amounts are broadly representative of the exposure to foreign currency risk during the current and comparative year.
Schroders Capital Global Innovation Trust plc
69
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 monetary and non-monetary currency nancial
instruments held at each accounting date and assumes a 10% (2024: 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.
If sterling had weakened by 10% this would have had the following e ect:
2025
2024
£’000
£’000
Income Statement – return after taxation
Revenue return
13
12
Capital return
7,965
8,655
Total return after taxation
7,978
8,667
Net assets
7,978
8,667
Conversely if sterling had strengthened by 10% this would have had the following e ect:
2025
2024
£’000
£’000
Income Statement – return after taxation
Revenue return
(13)
(12)
Capital return
(7,965)
(8,655)
Total return after taxation
(7,978)
(8,667)
Net assets
(7,978)
(8,667)
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:
2025
2024
£’000
£’000
Exposure to oating interest rates:
Cash at bank
6,203
1,948
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% (2024: 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.
70
Schroders Capital Global Innovation Trust plc
Notes to the Financial Statements
continued
17.
Financial instruments’ exposure to risk and risk management policies
continued
(a)
Market risk
continued
(ii)
Interest rate risk
continued
2025
2024
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
93
(93)
29
(29)
Capital return
–
–
–
–
Total return after taxation
93
(93)
29
(29)
Net assets
93
(93)
29
(29)
(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:
2025
2024
£’000
£’000
Investments held at fair value through pro t or loss
135,890
161,097
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% (2024:
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.
2025
2024
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
27,168
(27,168)
32,219
(32,219)
Total return after taxation and net assets
27,168
(27,168)
32,219
(32,219)
Percentage change in net asset value
19.2
(19.2)
19.8
(19.8)
(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 £20,693,000 (2024: £32,760,000), which can be sold to meet ongoing
funding requirements. Additionally, the Company has level 3 investments valued at £115,197,000 (2024: £128,337,000) which are illiquid, but
could be sold if required.
Schroders Capital Global Innovation Trust plc
71
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Liquidity risk exposure
Contractual maturities of nancial liabilities and commitments, based on the earliest date on which payment can be required are as follows:
2025
2024
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
Other creditors and accruals
981
–
–
981
898
–
–
898
Uncalled capital commitments
–
–
–
–
–
1,049
–
1,049
981
–
–
981
898
1,049
–
1,947
(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 J.P. Morgan Securities LLC 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.
18.
Analysis of changes in net debt
At
Non-
At
31 December
cashflow
31 December
2024
change
Cashflows
2025
£’000
£000
£’000
£’000
Cash at bank
Cash at bank
1,948
(146)
4,401
6,203
72
Schroders Capital Global Innovation Trust plc
19.
Capital management policies and procedures
The Company’s capital is represented by its net assets, which are managed to achieve the Company’s investment objective, as set out on
page 20. 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 its capital discipline policy, and it is unlikely that share buybacks will occur in the future. Instead, the Board
will prioritise the return of capital to shareholders, as announced in the Circular published in January 2025.
Externally imposed capital requirements
The Company is subject to several externally imposed capital requirements, including:
–
The investment policy approved by shareholders, which sets limits on the composition and management of the portfolio.
–
Restrictions within the AIFM Agreement, including leverage monitoring and risk based limits under the AIFMD regime.
–
The provisions of the Companies Act 2006, which require that dividends and share buybacks are made only from distributable reserves.
–
Any borrowing or overdraft facility terms, which may impose gearing limits or covenant conditions.
Compliance with capital requirements
The Company has complied with all externally imposed capital requirements throughout the year and up to the date of approval of these
nancial statements.
The Company’s debt and capital structure comprises the following:
2025
2024
£’000
£’000
Equity
Called-up share capital
6,354
8,145
Reserves
134,867
154,300
Total equity
141,221
162,445
20.
Post balance sheet events
There have been no signi cant events since the year end that would require adjustment to, or disclosure in, the nancial statements.
Notes to the Financial Statements
continued
Schroders Capital Global Innovation Trust plc
73
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Other Information (Unaudited)
74
Schroders Capital Global Innovation Trust plc
Other Information (Unaudited)
Annual General Meeting – Recommendations
00
Notice of Annual General Meeting
00
Explanatory Notes to the Notice of Meeting
00
De nitions of Terms and Alternative Performance Measures
00
Shareholder Information
00
Information about the Company
00
Other Information (Unaudited)
Schroders Capital Global Innovation Trust plc
75
Other Information (Unaudited)
Annual General Meeting – Recommendations
76
Notice of Annual General Meeting
77
Explanatory Notes to the Notice of Meeting
78
De nitions of Terms and Alternative Performance Measures
80
Shareholder Information
82
Information about the Company
84
Schroders Capital Global Innovation Trust plc
75
76
Schroders Capital Global Innovation Trust plc
Annual General Meeting – Recommendations
The Annual General Meeting (“AGM”) of the Company will be
held on Tuesday, 2 June 2026 at 12:30 pm. The formal Notice of
Meeting is set out on page 77.
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 8 are all ordinary resolutions. Resolution 1 is
a#required resolution. Resolution 2 concerns the Directors’
Remuneration Report which is set out on pages 44 to 46.
Resolutions#3 to 5 invite shareholders to re-elect the Directors for
another year following the recommendations of the Nomination and
Remuneration#Committee, set out on pages 42 and 43 (the Directors’
biographies are set out on page 34). Resolutions#6 and 7 concern the
re-appointment and remuneration of the Company’s Auditor,
discussed in the Audit, Risk and Valuation Committee Report on
pages 38 to 40.
Special business
Resolution 8: Directors’ authority to allot shares
(ordinary resolution) and resolution 9: 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 £635,361.93 (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
£635,361.93 (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 2027 unless renewed, varied or revoked earlier.
Resolution 10: authority to make market purchases of
the Company’s own shares (special resolution)
At the AGM held on 21 May 2025, the Company was granted
authority to make market purchases of up to 121,206,576 ordinary
shares of 1p each for cancellation or holding in treasury. No shares
have been bought back under this authority and the Company
therefore has remaining authority to purchase up to 121,206,576
ordinary shares. This authority will expire at the forthcoming AGM.
At a General Meeting held on 10 July 2025, the Company was
authorised to buy back up to 250,000,000 shares under the tender
o!er described in, and on the terms set out in, the circular dated
19#June 2025. This authority was granted separately from the
authority approved at the AGM held on 21 May 2025 and, accordingly,
the 173,220,974 shares purchased pursuant to the tender o!er does
not count towards the AGM authority.
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
2027 unless renewed, varied or revoked earlier.
Resolution 11: notice period for general meetings
(special resolution)
Resolution 11 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 2027. 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.
Schroders Capital Global Innovation Trust plc
77
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
Notice of Annual General Meeting
Notice is hereby given that the AGM of Schroders Capital Global
Innovation Trust plc (“the Company”) will be held at 12:30 pm on
Tuesday, 2 June 2026 at 1 London Wall Place, London EC2Y 5AU to
consider the following resolutions, of which resolutions 1 to 8 will be
proposed as ordinary resolutions, and resolutions 9 to 11 will be
proposed as special resolutions:
1.
To receive the Directors’ Report and the audited
nancial
statements for the year ended 31 December 2025.
2.
To approve the Directors’ Remuneration Report for the year
ended 31 December 2025.
3.
To re-elect Tim Edwards as a Director of the Company.
4.
To re-elect Stephen Cohen as a Director of the Company.
5.
To re-elect Jane Tufnell as a Director of the Company.
6.
To re-appoint Ernst & Young LLP as Auditor to the Company.
7.
To authorise the Directors to determine the remuneration of
Ernst & Young LLP as Auditor to the Company.
8.
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 £635,361.93 (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 2027, 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.”
9.
To consider and, if thought
t, to pass the following resolution as
a special resolution:
“THAT, subject to the passing of Resolution 8 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 8 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 £635,361.93 (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.”
10.
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
95,240,752 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 2027 (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:
11.
“THAT a general meeting, other than an Annual General Meeting,
may be called on not less than 14 clear days’ notice.”
By order of the Board
Registered O ce:
Schroder Investment Management Limited
1 London Wall Place,
Company Secretary
London EC2Y 5AU
30 March 2026
Registered Number: 09405653
78
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 29 May 2026 (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 29 May 2026. 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 29 May 2026, 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 29 May 2026 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
79
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 29 May 2026 in order to be
considered valid. Before you can appoint a proxy via this process
you will need to have agreed to Proxymity’s associated terms and
conditions. It is important that you read these carefully as you
will be bound by them and they will govern the electronic
appointment of your proxy.
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 page 34 of the Company’s annual
report and
nancial statements for the year ended 31#December
2025.
7.
As at 30 March 2026, 635,361,925 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
30#March 2026 was 635,361,925.
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.
80
Schroders Capital Global Innovation Trust plc
Definitions of Terms and Alternative Performance Measures
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 22.23p (2024: 19.94p) represents the net assets
attributable to equity shareholders of £141,221,000 (2024:
£162,445,000) divided by the number of shares in issue of
635,361,925 (2024: 814,492,025).
The change in the NAV amounted to 11.5% (2024: –21.2%) 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 2024
or 2025.
The NAV total return for the year ended 31 December 2025 is
calculated as follows:
Opening NAV at 31/12/24
19.94p
Closing NAV at 31/12/25
22.23p
NAV total return, being the closing NAV,
expressed as a percentage change in the
opening NAV:
11.5%
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 share price total return for the year ended 31 December 2025 is
calculated as follows:
Opening share price at 31/12/24
11.00p
Closing share price at 31/12/25
15.20p
Share price total return, being the closing share
price, expressed as a percentage change in the
opening share price:
38.2%
The share price total return for the year ended 31 December 2024 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%
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 31.6% (2024: 44.8%), as the closing share
price at 15.20p (2024: 11.00p) was 31.6% (2024: 44.8%) lower than
the closing NAV of 22.22p (2024: 19.94p).
(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:
2025
2024
£’000
£’000
Borrowings used for investment
purposes, less cash
(6,203)
(1,948)
Net assets
141,221
162,445
(Net cash)/gearing (%)
(4.4)
(1.2)
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 £1,932,000 (2024:
£2,244,000), expressed as a percentage of the average daily net asset
values during the year of £157,911,000 (2024: £183,165,000).
2025
2024
£’000
£’000
Management fee and all other
operating expenses excluding
nance costs, transaction costs
and any performance fee payable
1,932
2,244
Average daily net asset values
during the year
157,911
183,165
Ongoing charges ratio
1.22
1.23
*Alternative Performance Measure.
Schroders Capital Global Innovation Trust plc
81
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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 2025 these were:
2025
2024
% of net asset value
% of net asset value
Leverage exposure
Maximum
Actual
Maximum
Actual
Gross method
310
99.7
310
98.9
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
2025. An unleveraged position would be stated as 100%.
82
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
June
1
Half year end
30 June
Half-year results announced
September
Financial-year end
31 December
Annual results announced
March
1
As noted in the Chair's Statement on page 4, the General Meeting to approve
the tender o!er is currently expected to be held on the same day as the
Company’s AGM on Tuesday, 2 June 2026. A circular containing full details of
the proposed tender o!er, including the expected timetable, how to
participate, and information and Notice of General Meeting, is expected to be
published via a Regulatory News Service in May 2026.
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
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
83
Financial Statements
Other Information (Unaudited)
Governance
Introduction
Strategic Report
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.
84
Schroders Capital Global Innovation Trust plc
Information about the Company
www.schroders.com/inov
Directors
Tim Edwards (Chair)
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
J.P. Morgan Europe Limited
25 Bank Street
London E14 5JP
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.
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
nancial
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