Annual Report and 31 January 2025 Financial Statements ## The Schiehallion ## Fund Limited Investor disclosure document The UK Alternative Investment Fund Managers Regulations require certain information to be made available to investors prior to their investment in the Company. The Company’s Investor Disclosure Document is available for viewing at schiehallionfund.com Notes None of the views expressed in this document should be construed asadvice to buy or sell a particular investment. This document is important and requires your immediate attention. If you reside in the United Kingdom and are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately. If you reside outside the United Kingdom you should consult an appropriately authorised financial adviser. If you have sold or otherwise transferred all of your ordinary shares in The Schiehallion Fund Limited, please forward this document, together with any accompanying documents, but not your personalised Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee. The Schiehallion Fund Limited Introduction ## Contents Financial highlights 02 An overview of The Schiehallion Fund Limited 04 Strategic report Chairperson’s statement 06 Investment Manager’s review 09 Environmental, social and governance (‘ESG’ ) considerations 15 Baillie Gifford – proxy voting 18 One year summary 20 Review of investments 22 Portfolio executive summary 26 Baillie Gifford's approach to valuing private companies 31 List of investments 32 Business review 36 Governance report Directors and management 51 Directors’ report 54 Corporate governance report 60 Audit C ommittee report 67 Directors’ remuneration report 70 Statement of Directors’ responsibilities 73 Financial report Independent Auditor’s report 75 Statement of comprehensive income 80 Statement of financial position 81 Statement of changes in equity 82 Statement of cash flows 83 Notes to the Financial Statements 84 Shareholder information Notice of Annual General Meeting 105 Further shareholder information 111 Third party data provider disclaimer 113 Sustainable Finance Disclosure Regulation (‘SFDR’) 114 Glossary of t erms and Alternative Performance Measures (‘APM’) 115 Company information 117 01 Strategic report ## Financial highlights Year to 31 January 2025 Ordinary share price return * NAV return * ## 51.0% 12.9% * Source: LSEG/Baillie Gifford. See disclaimer on page 113. All figures are stated on a total return basis. Total return is an Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 115 and 116. All investment strategies have the potential for profit or loss. Past performance is not a guide to future performance. 02 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 03 Strategic report ## An overview of ## TheSchiehallion ## Fund Limited Our philosophy: ## The Schiehallion Long-term ## Fund Limited seeks to We have a very long-term view, which leads us to ## generate capital growth invest in companies, sometimes years before they gopublic, and sometimes years after. We understand ## for investorsthrough that building a great company is a journey, not something that happens overnight or changes at ## making long-term minority Initial Public Offering (‘IPO’). We are simply trying ## investments in later stage to invest in companies for the longest and steepest part of their growth curves. ## private businesses that Growth ## the Company considers Innovation drives growth. Some of the world’s most ## to have transformational innovative and disruptive companies are in the private markets. We believe that over the long-run, ## growth potential and the size or pace of change that innovations in production, process and technology can bring is ## to have the potential to misunderstood, over-estimating it in the short-run and under-estimating in the long-run. We aim to ## become publicly traded. invest in companies that are at an inflection point –scaling into true growth businesses. Companies, not countries or themes We invest in high-growth private companies, globally, and across sectors. Our emphasis on finding exceptional companies naturally leads us away frommacroeconomics or thematic investing, towards bottom-up analysis. We believe we are able to excel at doing this because we have a differentiated analytical approach, access to the best companies inour universe, and a unique strategy for adding value to our companies. Investment Manager The Company has appointed Baillie Gifford & Co Limited as the Investment Manager (‘Investment Manager’ or ‘Baillie Gifford’). 04 Annual Report and Financial Statements 2025 ## Strategic ## report The Strategic report includes pages 06 to 49 and incorporates the Chairperson’s statement and the Investment Manager’s review. Strategic report # Chairperson's statement ![img-0.jpeg](img-0.jpeg) Dr Linda Yueh CBE Chairperson since inception in 2019 The Schiehallion Fund Limited (the 'Company' or 'Schiehallion') seeks to generate capital growth for investors through long-term minority investments in later stage private businesses that the Company considers to have transformational growth potential and to have the potential to become publicly traded. ## Investment performance During the financial year to 31 January 2025, the Company's ordinary share net asset value ('NAV') returned 12.9% and share price returned 51.0%. The share price discount to NAV narrowed from 39.6% to 19.2%. Further commentary on performance is included in the Investment Manager's report on page 09. Over the period from 27 March 2019 (launch date) to 31 January 2025, the Company's ordinary share NAV returned 34.1% and price returned 8.0%. ## Capital allocation In November 2023, the Board announced a capital allocation update, noting that: - its priority is to ensure that the Company has sufficient capital to deliver on its objectives, including supporting existing investments and satisfying the Company's ongoing working capital requirements; - it believed that the ordinary shares represented an attractive investment opportunity at a deep discount to NAV; - the Company intended to allocate up to US$20 million towards share repurchases given the limited available capital at the current time; and - it would keep this capital allocation and associated share buyback policy under review. For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 115 and 116. Past performance is not a guide to future performance. 06 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Following this announcement, over the year to 31 January 2025, the Company bought back 5.2 million shares at a cost of approximately $4.2 million. Since the year end, the Company has bought back an additional 2.75 million shares. In aggregate, the Company has bought back 10.5 million shares, for consideration of $9.1 million, since November 2023. The Company will be seeking authority to renew the buyback authority for the ordinary shares at the forthcoming Annual General Meeting ('AGM'). This authority will expire at the conclusion of the AGM in 2026. ### Costs and charges The ongoing charges for the ordinary shares as at 31 January 2025 were 0.92% (2024 – 0.85%). The Company has a tiered management fee, which means that the benefits of scale are shared with investors. In addition, no management fee is charged on cash. The Managers absorb the valuation costs and legal costs associated with making private company investments. ### Earnings and dividend The Company's priority is to generate capital growth over the long-term. The Company therefore has no dividend target and will not seek to provide shareholders with a particular level of distribution. This period the net revenue return per ordinary share was negative 0.39 cents (year to 31 January 2024, negative 0.12 cents). The Board is recommending that no final dividend be paid. ### Board Members of the Board come from a broad variety of backgrounds and the Board can draw on a very extensive pool of knowledge and experience. Directors' biographies can be found on pages 51 and 52. All the Directors are subject to annual re-election at the AGM in May. ### Annual General Meeting The AGM will be held at 11.15am GMT on Thursday 22 May 2025 at the offices of Alter Domus (Guernsey) Limited, North Suite First Floor, Regency Court, Glategny Esplanade, GY1 1WW. Shareholders are reminded that they are able to submit proxy voting forms before the applicable deadline on Tuesday 20 May 2025 and also to direct any questions for the Board or Managers in advance by email to adgg-aafa-f@alterdomus.com or call Alter Domus (Guernsey) Limited on +44 (0) 1481 742 250. The Board is seeking approval for amendments to the Company's Articles of Incorporation. Resolution 10 of the Notice of Annual General Meeting, which will be proposed as a special resolution, seeks shareholder approval for the adoption of new Articles of Incorporation (the 'New Articles'). As permitted by section 153(2) of The Companies (Guernsey) Law, 2008, the Board is proposing to amend article 122(5) of the existing Articles of Incorporation so as to allow the directors (acting in their entire discretion) to determine the location of board meetings rather than, as is currently the case, the location of the meeting being deemed to take place from where the Chairperson participates at the start of the meeting. 07 Strategic report Information on the resolutions can be found on As the Company enters into its sixth year since its pages 57 and 58. The Directors consider that all initial public offering (‘IPO’), the Board continually resolutions to be put to shareholders are in their reviews its trading segment and domicile in order and the Company’s best interests as a whole and to ensure that both remain appropriate to deliver recommend that shareholders vote in their favour. shareholder value. After carefully reviewing the Company’s global portfolio, including having taken Investment outlook initial professional tax advice, the Board intends to seek further legal and tax advice on potentially This past year has been another year of geo-political becoming UK tax resident and joining the UK's tensions and uncertainties in the global economy. investment trust regime. The Board will provide The decline in inflation and thus interest rates and further updates to shareholders in due course, the cost of capital have, however, supported markets including seeking any necessary approvals. and helped companies plan for growth. Despite ongoing geo-economic uncertainties, the Board and the Investment Manager are optimistic about the outlook for the Company with its focus on the long-term and investing in companies which have exceptional growth potential. The Company Dr Linda Yueh CBE invests in companies which are not widely accessible Chairperson in public markets. The Board is also positive 25 March 2025 about the pipeline of private companies that the Investment Manager has access to. The Board and the Investment Manager are confident in the investment outlook for the Company. 08 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Investment Manager’s ## review Reflections When reflecting on global developments during the twelve months to 31 January 2025, a potentially instructive historical comparison could well be the year 1968. This was a year marked by a major political realignment in the United States, where the Democratic Party – facing internal divisions Peter Singlehurst exacerbated by the Vietnam War and civil rights Portfolio Manager issues – ceded power to the Republicans under Richard Nixon. This would turn out to be a key shift in the political landscape of the United States and arguably marked the rise of modern conservatism. On the geopolitical front the Vietnam War was proving increasingly fractious, and represented the most active theatre of the wider Cold War which saw two superpowers vie for global ideological, technological and military dominance. Notably the technological dimension of this conflict extended into space, and the year 1968 saw significant Robert Natzler developments in this area as well, with the United Deputy Manager States achieving a major milestone by sending the first crewed mission, Apollo 8, to orbit the moon. This achievement was a significant step in efforts to surpass the Soviet Union in space exploration. Back on Earth developments were well underway in 1968 for the launch of the Advanced Research Projects Agency Network (‘ARPANET’) the following year. This was a pioneering computer network project initiated by the United States Department of Defence in the late 1960s and laid the groundwork for the modern internet, introducing key technologies and concepts still in use today. Tangentially related to this was the founding – also in 1968 – of Intel by Robert Noyce and Gordon Moore. Intel would go on to become a cornerstone of the semiconductor industry and this development would prove crucial for the evolution of computing technology more broadly. 09 Strategic report So, when trying to summarise notable historical Performance developments in 1968, we have a year which saw The twelve months to 31 January 2025 represented a major political realignment in the United States, a strong period for public markets, particularly active military conflicts around the globe, a tense within the United States, while private markets Cold War between superpowers, important strides in saw an increase in acquisitions, exits and overall mankind’s relationship with space, and technological deal volume compared to the prior year. This advancements in computing that would ultimately improvement in sentiment was largely the result shape the globe in ways that were hard to fully of a moderation of previous headwinds such as fathom at the time. We would posit that such a elevated interest rates and volatile markets more description can just as easily be applied to 2024. broadly. Thenet asset value (‘NAV’) total return for This has been a year in which we have witnessed a Schiehallion over the period was +12.9%, while drastic and sudden realignment of American politics the share price total return was +51.0%. The with the arrival of Donald Trump’s second term in Company enjoyed a particularly strong final quarter office. We have seen the continuation of military of its financial year, driven in part by a significant conflicts in the Ukraine and the Middle East, coupled valuation uplift in its largest holding, SpaceX, as with elevated tensions between the United States well as notable share price increases among public and China in what can broadly be characterised as holdings, Affirm, Wise and Warby Parker, over this a potentially new Cold War. Meanwhile, in the skies three-month period. above us, portfolio holding SpaceX has continued to Performance for the full twelve-month period redefine what might be possible in space; and closer to 31 January 2025 was similarly driven by a to home, continued developments in computing and combination of valuation increases in private artificial intelligence are shaping the world in ways holdings and positive share price movements among that are difficult to quantify accurately. selected public holdings. In this regard SpaceX But what are we to make of these historical parallels (+86% valuation increase) continues to showcase beyond the well-trodden observation that while remarkable operational progress – most strikingly history does not necessarily repeat itself, it often through the mechanised capture of its giant Starship rhymes? We would argue that at times of significant booster rockets in recent months. Other notable turbulence and uncertainty, it is natural – and private contributors to performance included Italian sometimes necessary from a societal point of view digital consumer application acquirer, Bending – to be more focused on shorter-term concerns. Spoons (+89%), and the Chinese social media giant, However, from an investment perspective, we have ByteDance (+33%). Among the public holdings, the the luxury to remain steadfastly focused on the US point-of-sale credit provider, Affirm (+51%), was long term, knowing that short-term uncertainty can also a top five contributor to Company performance often mask long-term opportunity. The Schiehallion as it continues to expand its offering, most notably Fund exists to find precisely such opportunities, into the United Kingdom. and despite the uncertain historical moment that we arguably find ourselves in currently, we are excited about the continued progress being made by the Company’s holdings in shaping the world around us, as well as by the range of new opportunities currently being presented to us. For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 115 and 116. Past performance is not a guide to future performance. 10 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited The largest detractors from NAV performance over The top five holdings within the Company continue the period were German online real estate platform, to showcase our ability to find varying types of McMakler, and Swedish electric vehicle battery growth across different geographies. SpaceX maker, Northvolt. Both holdings saw their valuations remains one of the highest conviction holdings close to fully written down during the period. In the as it pursues an enormous market opportunity by case of McMakler, the company has been facing a generating large and growing revenues coupled challenging German macroeconomic environment with compelling profitability dynamics. Its truly which has particularly affected the real estate differentiated product, which straddles both market. This necessitated a recapitalisation of the its core launch business and Starlink satellite business during the second half of the year, with business, underpins arguably one of the most robust the focus directed towards cost management in the competitive advantages we have ever seen. Towards pursuit of profitability. Northvolt has experienced the end of 2024 the company reached a publicly significant operational challenges with regards to disclosed valuation of $350 billion after an employee scaling manufacturing across its facilities. This, tender offer, thereby making it the most valuable coupled with increased competition from China and private company in the world. Having first invested a slowdown in electric vehicle demand more broadly, in SpaceX in 2019, it has generated a more than six led to the company filing for Chapter 11 bankruptcy times return over the course of our holding period. in the US during the fourth quarter of 2024. ByteDance continues to generate significant news Otherdetractors to performance included financial flow regarding the potential banning of its short- solutions provider, Brex (-30% valuation decrease), form video application, TikTok, in the United States. Australian online pet supply company, PetCircle As always, we believe it is important to take a step (-44%) and German bus and train operator, back and remain focused on the wider picture. Our Flix(-27%). investment case continues to rest on the scale of ByteDance’s domestic opportunity in China, and Portfolio the company is now generating similar revenues to From an overall perspective, the Company holdings public market US peer, Meta, but growing faster. remain well capitalised. More than 80% of the Elsewhere we see continued strong operational private cohort within the portfolio (by capital execution from Italian application acquirer, Bending weight) has a cash runway of more than two years. Spoons, as it proceeds at pace with its core strategy The painful but necessary re-set associated with of acquiring digital applications and improving the the 2020-2022 capital cycle has seen businesses underlying products, monetisation and growth of emerge in a healthier state characterised by more these applications. Public financial technology disciplined spending and more efficient operations. holdings, Wise and Affirm, also continue to improve We remain confident about the resilience of the and expand their respective offerings. existing names within the Company, as well as by While the IPO market remained muted over the their growth prospects going forward. course of 2024, we continue to believe that it is Aggregate revenue growth (weighted by capital) available to the right companies at the right price. remains strong across the portfolio, standing at One such example during the period was medical 34%. This figure was 42% for the top ten holdings diagnostics solution provider, Tempus AI, which within the Company specifically. These growth listed on the Nasdaq in June. While it is still early in rates are accompanied by a healthy average gross its public market journey, revenues continue to grow margin profile: 47% for the portfolio as a whole, at more than 30%, and it has been one of the top and 58% for the top ten holdings. Approximately contributors within the Company since inception. 40% of the portfolio was EBITDA-profitable at the reportingdate. 11 Strategic report While we saw mostly strong operational performance Deployment across the Company’s holdings during the period, We continue to balance three capital deployment some holdings did, however, face significant options, namely initiating new investments, making challenges. Outside the aforementioned further investments into the existing portfolio, and circumstances pertaining to McMakler and conducting share buybacks. Our core task remains Northvolt, another detractor from performance the efficient deployment of capital across these was blockchain technology company, Blockstream, three levers. In this regard our pace of deployment which faced operational challenges that led to a stepped up during the period – largely a function recapitalisation of the business that we opted not of the opportunity set that we are currently being to take part in. When reflecting on some of these presented with. While the broad structural change individual struggles experienced by certain holdings, of companies staying private for longer continues we are cognisant that the pursuit of high growth to define the shape of our pipeline, the recent opportunities – particularly those within private cyclical change during the 2020-2022 period is also markets – will at times bring about disappointing having an effect. On the one hand, we have seen outcomes. While it is important to take relevant businesses emerge stronger and more disciplined learnings from each individual instance, it should after the previous over-abundance of capital during also be borne in mind that investing in opportunities 2020 and 2021 particularly. However, there has with genuine asymmetric upside carries inherent also been an accompanying re-set in valuations, uncertainty. We will continue to pursue precisely meaning that we have been able to invest in better, these opportunities. faster growing businesses at much more attractive It is inarguable that some of the most important prices, especially compared to public market peers global companies now reside within private markets in manycases. – something which is likely to increasingly be the Over the course of 2024, we considered more case in the future. At the reporting date, Schiehallion than 600 financing rounds, which led to 60 first had holdings in half of the world’s ten largest private cuts of research, followed by 30 deep dives and companies, namely, SpaceX, ByteDance, Stripe, ultimately six of these names making their way Databricks and Chime. The Company therefore into the Company as new holdings. Once again offers a compelling path for shareholders to gain there was a range of geographies and industries exposure to some of the most important private on display as we continue to find opportunities businesses of our time. At the same time, we both inside and outside of traditional fertile hunting continue to hunt for the next generation of names grounds such as the United States. New US holdings that will make their way onto this list in the future. comprised Tenstorrent, a semiconductor design company, and Runway AI, a generative-AI video laboratory assisting creators at every step of their process. Elsewhere we made investments in Vinted (a Lithuania-based peer-to-peer online second-hand marketplace operating primarily across Europe), Tekever (aPortuguese surveillance drone maker), Bolttech (a Singapore-based embedded insurance platform), and Zetwerk (an Indian outsourced manufacturing marketplace). 12 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited In addition to these new holdings, we also made Looking forward follow-on investments in Bending Spoons and data We regard the current outlook for private growth intelligence platform, Databricks, coupled with markets as extremely compelling. At a fundamental the recapitalisation of McMakler. Two realisations level there are three ingredients which make up were made during the period, comprising a listed any good investment, namely a good product; sale of sustainable apparel maker, Allbirds, and agood business model underpinned by excellent an acquisition of the UK semiconductor company, management; and a good price. We believe we are Graphcore, by Softbank. Allbirds ultimately proved seeing all three in abundance. As far as products are to be a disappointing investment as the company concerned, there is an argument that never before struggled to diversify its offering which led to have so many early-stage companies brought this significant inventory write-offs. We sold the shares much innovation to bear on creating exceptional in May. In the case of Graphcore we had historically products – whether this be satellite internet written down the valuation on account of lacklustre provision, frictionless cross-border transacting, operational performance, but were ultimately able data-driven medical diagnostics, or AI-assisted to recover the majority of the investment on account video creation, to name but a few. At the same time, of being senior ranking shareholders. During the we believe we are seeing an environment which is final quarter of 2024 we also trimmed our position very much conducive for excellent business model in SpaceX for portfolio management reasons, but creation, with companies having access to sufficient we retain strong conviction in the company’s upside financial capital as well as a dense pool of human potential from here. Throughout the period we capital in the form of experienced entrepreneurs also continued to execute on the share buy-back and business leaders. Finally, all of this is available programme which was announced during the latter at compelling valuations, thereby presenting The part of 2023. During the year to 31 January 2025 Schiehallion Fund with the opportunity to continue the Company bought back a total of 5.2million making investments in not only some of the most shares as part of this programme. transformational companies of today, but also some The combined net result of these transactions is that of the most transformational companies of tomorrow. Schiehallion’s overall deployment level rose during the period, with cash and cash equivalents now only comprising approximately 6% of the Company at the reporting date. Consequently, the bar for entry Peter Singlehurst into the portfolio remains high, but we will continue Robert Natzler to capitalise on opportunities which clear this bar 25 March 2025 from within our pipeline. 13 Strategic report 14 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Environmental, social ## and governance (‘ESG’) ## considerations Baillie Gifford’s integrated approach towards iswell-suited to Baillie Gifford’s approach to investing the consideration of Environmental, Social and in private markets due to its long-term investment Governance (‘ESG’) factors when pursuing horizon and emphasis on active ownership. Baillie investments in high growth private companies is Gifford’s Private Companies Team focuses its articulated below: research into potential investments through a proprietary 10-Question research framework. These ESG in our philosophy questions aim to address issues such as the scale of the opportunity, the competitive edge and potential The Schiehallion Fund invests in companies with a returns, while others focus specifically on ESG- minimum time horizon of five years. Using a genuine related elements. long-term approach to investment means looking beyond the narrow scope of traditional financial For example, Question Four of the framework (“How analysis to consider a range of factors that may will the leadership and cultural attributes help this affect the ability of the fund’s holdings to thrive business achieve its long-term business vision?”) over the long term. In this regard good governance considers the leadership within a firm, the broader is crucial towards enabling companies to deliver on stakeholders within the workplace and whether the their potential. Over our investment horizon, we also firm cultivates an effective organisational mindset believe that scalability and profitability depend not capable of delivering the mission. Question Five then only on a company’s ability to serve customers well focuses on external stakeholders (“Do the company’s and execute on its business model, but also on its customers like them?”). This question is geared ability to do this without jeopardising its social licence towards broader ecosystem impact and considers, to operate. As such, we do not separate consideration among other aspects, whether the company is of a company’s role in the broader investment listening and responding well to the developing needs ecosystem from our investment work, under ESG or of a growing and changing customer base. Question any other rubric. These considerations are core to Six of the framework specifically explores any long-term investing. It is the long-term nature of the material environmental and social factors in greater growth ambition within our investment philosophy depth (“How do environmental and social factors that leads us to pay special attention to the external create opportunities and risks?”). effects of a company’s operations, both positive Beyond the research framework we also consider and negative. Over periods of five years or longer how we can assist specific companies, with the focus these can have a profound impact on a company’s often being on governance. While we do not take relationship with customers, regulators and staff, active board seats, we occasionally take observer ultimately serving as either a significant contributor or seats and frequently provide encouragement, input detractor to the growth of a business. Our approach and introductions as companies look to evolve a is not about being a moral conscience for our clients. stronger governance structure that is better suited for Instead, it is a vital part of practising the philosophy public markets. that we believe will grow the value of their capital over the long term. The Private Companies Team is also supported by a wider network within and outside of Baillie Gifford. As far as ESG topics are concerned specifically, ESG in our process we benefit from the research and expertise of The consideration of material ESG factors – those Baillie Gifford’s broader team of ESG professionals, that are likely to affect the financial condition or academic networks and impact and climate-focused operating performance of portfolio companies – investment teams. 15 Strategic report ESG engagement By engaging with both the private and public companies within Schiehallion’s portfolio, the The Company has given discretionary voting powers Investment Manager seeks to build constructive to Baillie Gifford. For public holdings within the relationships with these companies to better inform Company, the Investment Manager votes against investment activities and, where necessary, effect resolutions they consider may damage shareholders’ changes within holdings, ultimately with the goal of rights or economic interests. achieving better returns for shareholders. As owners The Company believes that it is in the shareholders’ of these companies at an earlier point in their overall interests to consider ESG factors when selecting and growth journey – i.e. while they are still private – retaining investments and has asked the Investment the Investment Manager is able to gain deeper Manager to take these issues into account. The and longer-term insight due to the length of these Investment Manager does not exclude companies relationships. The potential continuation of these from their investment universe purely on the grounds relationships through the Initial Public Offering (‘IPO’) of ESG factors but adopts a positive engagement and into public markets is a key reason why these approach whereby matters are discussed with companies choose the Company as a partner. management with the aim of improving the relevant policies and management systems and enabling the Investment Manager to consider how ESG factors could impact long-term investment returns. The Investment Manager considers governance factors across the portfolio as part of the investment case and addresses environmental and social factors in terms of material risks and opportunities. The Investment Manager’s Statement of Compliance with the UK Stewardship Code can be found on the Investment Manager’s website: bailliegifford.com. The Investment Manager’s policy has been reviewed and endorsed by the Board. The Investment Manager, Baillie Gifford & Co, are signatories to the United Nations Principles for Responsible Investment. 16 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Engagement topics The IPO process Due to the private nature of the majority of companies The Investment Manager often engages with portfolio within Schiehallion, we are unable to disclose companies that are thinking about the IPO process. the exact nature of our discussions with specific From a practical perspective Baillie Gifford is well management teams. That said, there are common placed to advise on aspects such as where to list, the themes that we engage companies on, and these can range of reporting that is necessary, and employee be grouped as follows: stock options, for example. More generally advice also pertains to what kind of public company these private Portfolio company board composition companies eventually want to be. Baillie Gifford is a useful conversation partner in such discussions on Where the Investment Manager can add value is on account of its long heritage investing in public markets. board composition and, more specifically, board transition. Companies within the portfolio are often Capital structures transitioning from an investor-led board to an independent board as they grow. The Investment The Investment Manager has continued to discuss Manager supports companies to build a board of capital structures with investee companies that have directors that is useful in the long term. Owing to Baillie been exploring a range of different options in this Gifford’s decades-long experience investing in and regard. Schiehallion’s long-term horizon enables the engaging with public companies, it has a network of Investment Manager to offer well-aligned advice with potential board members that can be introduced to the intention of limiting unintended and potentially relevant companies and can engage our internal destructive consequences that can arise from Governance team to advise on good board complicated capital structures. When negotiating composition more broadly. At a practical level Baillie terms, the Investment Manager seeks straightforward Gifford recently held a Board Forum event for key terms that are well aligned with the long-term interests individuals representing several of our portfolio of shareholders. companies – including ten holdings within the portfolio – with the aim of helping their companies prepare for life in public markets. Participants were able to hear from a range of stakeholders across Baillie Gifford’s global network of founders, CEOs, board members, investors and academics. Session topics included the role of board chairpersons, share structures, compensation, and the transition from investor-led to independent boards, among others. This event built on the CFO forum held in 2023, and feedback was again overwhelmingly positive. 17 Strategic report ## Baillie Gifford – ## proxy voting We believe that ‘active ownership’ of our clients’ Portfolio company meeting record* holdings is as important as selecting the right investments in the first instance. These guidelines are aligned with our stewardship principles and describe our approach to proxy voting and company engagement, the key levers of active ownership, often described as ‘stewardship’. While these guidelines are intended to provide an insight into how we approach voting on our clients’ behalf, it is important to note that we assess every company individually. In voting, we will always evaluate proposals on a case-by-case basis, based on what we believe to be in the best long-term interests of our clients, rather than rigidly applying | | Percentage of portfolio company | 92.7% | | --- | --- | --- | | apolicy. | meetings voted with management | | | A broad cross-section of our investment staff | Percentage of portfolio company | 7. 3 % | meetings with at least one vote areinvolved in our ongoing work on stewardship. against, withheld or abstained In the same way that our investment approach is * The Company voted at 55 meetings in the based around empowered and independent teams, year,voting entirely in favour of management our voting and engagement is led by the individual on51 occasions. investment teams. In keeping with our decentralised and autonomous culture, our investment teams will, † Voting distribution on occasion, elect to vote differently on the same general meeting resolutions. Where this happens, wereport accordingly in the proxy voting disclosure on our website. We also have clear processes in place to identify, prevent and manage potential proxy voting related conflicts of interest to ensure that in all cases the firm acts in the clients’ best interest. Baillie Gifford’s firm-wide conflict of interestdisclosure is available on its website. Prior to taking any voting action, we usually address specific ESG concerns by engaging directly with the company, using voting as an escalation mechanism ifwe have not seen sufficient progress. Percentage of votes for 90.1% Percentage of votes against 0.3% Percentage of votes withheld, 9.6% abstained or not submitted † Votes were cast for 305 of the 334 resolutions proposed over the 55 meetings held in the year. 301 votes were submitted in favour, 1 against and 3 votes were withheld. 18 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 19 Strategic report ## One year ## summary The following information 31 January 31 January illustrates how The Ordinary shares 2025 2024 % change Schiehallion Fund Limited Shareholders’ funds US$1,369.96m US$1,219.14m performed overthe year ended Net asset value* 133.69¢ 118.37¢ 12.9% * 31January2025. Share price* 108.00¢ 71.50¢ 51.0% * Discount † * (19.2%) (39.6%) Number of shares in issue 1,024,738,907 1,029,898,907 Market capitalisation US$1,106.72m US$736.38m Ongoing charges † * 0.92% 0.85% | Year ended | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2025 | | 2024 | Revenue loss per share (0.39¢) (0.12¢) Period’s high and low For the period 9 September For the period 1 February 2023 Year ended 31 January 2025 2023 to 31 January 2024 to 8 September 2023 Ordinary shares High Low High Low High Low Net asset value per ordinary share 133.89¢ 112.90¢ 118.66¢ 103.40¢ 117.98¢ 103.94¢ Share price 120.00¢ 57.00¢ 74.00¢ 45.00¢ 92.50¢ 59.00¢ (Discount)/premium † (7.28%) (52.40%) (36.29%) (56.48%) (22.53%) (44.93%) For the period 1 February 2023 to 8 September 2023 C shares ¶ High Low Net asset value per ordinary share 80.78¢ 73.83¢ Share price 49.00¢ 39.50¢ (Discount)/premium † (38.43%) (50.38%) For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 115 and 116. * Key performance indicator. † Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages 115 and 116. ¶ The C shares converted on 8 September 2023. Source: Baillie Gifford/LSEG. See disclaimer on page 113. 20 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited NAV and ordinary share price total return * † (figures rebased to 100 at 31 January 2024) 150 140 130 120 110 100 90 80 | | | J | FMAMJJAS NOD | | | J | | --- | --- | --- | --- | --- | --- | --- | | | | 2024 | | | 2025 | | | | NAV* | | ● Share price* | | | | | Ordinary share discount to net asset value | | | | * † | | | (figures plotted on a monthly basis) (20%) 0%) (40%) (10%) 160 (50%) (3 0%) JJFMAMJ JASNOD 20252024 Discount* * Key performance indicator. † Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages 115 and 116. (6 Source: Baillie Gifford/LSEG. See disclaimer on page 113. 21 ● ● Strategic report ## Review of ## investments A review of the Company’s tenlargest investments as at31January 2025. © SpaceX | Space Exploration | Bending Spoons | | --- | --- | | Technologies (SpaceX) | Bending Spoons is a developer | | SpaceX designs, manufactures | and acquirer of digital consumer | | and launches spacecraft while | applications. The company leverages | | also operating an internet satellite | its shared set of tools to use across | | constellation known as Starlink. | different applications, with the | | Towards the end of 2024 the company | shared goal of maximising long-term | | reached a publicly disclosed valuation | value creation while simultaneously | | of $350 billion, making it the largest | minimising customer acquisition | | private company in the word. It has | cost and improving the product for | | built its business around simplicity, | consumers. Scaling its current suite | | innovation and affordability leading | of applications and strategically | | to a vertically integrated, lean and | acquiring new ones will be the key | | nimble organisation that can iterate | enabler of its continued success. | and manufacture quickly. Itcontinues to pursue an enormous market opportunity, coupled with large and growing revenues underpinned by compelling profitability dynamics. | Geography United States | | Geography Italy | | | --- | --- | --- | --- | | Valuation at | US$128,811,000 | Valuation at | US$111,244,000 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 9.4% | | % of net assets 8.1% | | | Valuation at | US$88,324,000 | Valuation at | US$48,922,000 | | 31 January 2024 | | 31 January 2024 | | | % of net assets 7.2% | | % of net assets 4.0% | | | Net purchases/(sales) in | (US$5,451,000) | Net purchases/(sales) in | US$9,921,000 | | the year | | the year | | 22 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited | © Imaginechina Limited/Alamy Stock Photo | © Wise | © Bloomberg/Getty Images | | --- | --- | --- | | ByteDance | Wise | Affirm | | ByteDance is well known for its video- | Wise, the international money | Affirm is a digital financial services | | sharing social networking platforms | transfer business, enables customer | company that offers simple consumer | | TikTok and Douyin, as well as the | and business payments while | loans to buy an array of consumer | | news aggregator application, Toutiao. | eliminating intermediaries and limiting | goods. The company experienced | | Thecompany uses machine learning | transaction costs. Wise listed in | impressive growth up to its IPO in | | to deliver relevant and individualised | July 2021 at a market capitalisation | 2021 and has continued this as | | content. Further innovations include | of c.US$11 billion after successive | a public company. It continues to | | enabling advertisers to target | years of successful execution. | expand its user base and merchant | | customers with precision. TikTok is | Thecompany continues to expand | partners, most recently through a | | one of the few Chinese companies to | its global footprint and currently | partnership with Apple Pay launched | | grow a successful overseas operation. | boasts six direct connections to | in the latter half of 2024, as well as | | Performance remains strong, with | domestic payment systems, coupled | through an expansion into the United | | earnings growth exceeding that | with 65+ licenses and 90+ banking | Kingdom. | | of peers and active user numbers | partnerships globally. | | approaching those of US public market peer, Meta. Some regulatory challenges remain outside of China. | Geography China | | Geography United Kingdom | | Geography United States | | | --- | --- | --- | --- | --- | --- | | Valuation at | US$85,177,000 | Valuation at | US$83,229,000 | Valuation at | US$79,224,000 | | 31 January 2025 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 6.2% | | % of net assets 6.1% | | % of net assets 5.9% | | | Valuation at | US$63,835,000 | Valuation at | US$61,991,000 | Valuation at | US$52,578,000 | | 31 January 2024 | | 31 January 2024 | | 31 January 2024 | | | % of net assets 5.2% | | % of net assets 5.1% | | % of net assets 4.3% | | | Net purchases/(sales) in | nil | Net purchases/(sales) in | nil | Net purchases/(sales) in | nil | | the year | | the year | | the year | | Denotes listed investments previously held in the portfolio as a private company investment. 23 Strategic report | © Tempus | © Shutterstock/mundissima | | | --- | --- | --- | | Tempus AI | Stripe | Databricks | | Healthcare technology company | Stripe, the global payments | Databricks is a data infrastructure, | | Tempus AI, boasts the world's largest | processing company, continues | management and AI SaaS company | | library of clinical and molecular | to focus on making its services | with a mission to democratise AI for | | data. This is a key underpinning to | more accessible and beneficial for | enterprises. Its machine learning- | | the company's efforts to advance | customers. Recent areas of progress | as-a-service platform enables | | precision medicine by integrating | include the expansion of support for | any company to use this set of | | artificial intelligence into healthcare, | more payment providers, upgrades | technologies. Usage also extends | | enabling data-driven decisions for | to the Stripe Billing offering, as | beyond business intelligence | | personalised care. The company listed | well as a new partnership with | based on historical data, but also | | on the Nasdaq in June 2024 and has | chip giant NVIDIA. The increased | to predictions and automated real- | | been one of the top contributors within | interoperability, coupled with the | time decision-making. As such the | | the portfolio since inception. | upgrades to Stripe Billing, are further | platform has the potential to have a | | | examples of how the company | positive impact on every line of a user | | | continues to evolve and improve its | company's profit and loss statement. | overall offering. | Geography United States | | Geography United States | | Geography United States | | | --- | --- | --- | --- | --- | --- | | Valuation at | US$46,435,000 | Valuation at | US$39,796,000 | Valuation at | US$39,029,000 | | 31 January 2025 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 3.4% | | % of net assets 2.9% | | % of net assets 2.8% | | | Valuation at | US$26,402,000 | Valuation at | US$27,468,000 | Valuation at | US$29,873,000 | | 31 January 2024 | | 31 January 2024 | | 31 January 2024 | | | % of net assets 2.2% | | % of net assets 2.3% | | % of net assets 2.5% | | | Net purchases/(sales) in | nil | Net purchases/(sales) in | nil | Net purchases/(sales) in | US$4,350,000 | | the year | | the year | | the year | | Denotes listed investments previously held in the portfolio as a private company investment. 24 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited © Wayve | Wayve Technologies | Warby Parker | | --- | --- | | Wayve is developing software for | Corrective eyewear retailer, Warby | | autonomous vehicles, using end-to- | Parker, remains focused on increasing | | end deep learning. Usingan entirely | revenue per customer and driving | | machine-learnt approach and training | footfall into its stores through its | | their system in central London, Wayve | eye test offering. The company went | | promises to safely meet the edge | public in September 2021, and after | | cases (i.e. uncommon scenarios | a difficult initial journey in public | | that automated systems need to be | markets during the market correction | | prepared for) that have previously | experienced in 2022, itsaw a strong | | hampered the self-driving industry. | share price recovery during the | | The company also recently expanded | most recent twelve-month reporting | | its operations into the United States, | period(+117%). | marking the first on-road trials outside the United Kingdom. Wayve's strong team, partnerships and track record put it in a unique position to lead the commercialisation of safe autonomous driving. | Geography United Kingdom | | Geography United States | | | --- | --- | --- | --- | | Valuation at | US$36,275,000 | Valuation at | US$35,653,000 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 2.6% | | % of net assets 2.6% | | | Valuation at | US$34,001,000 | Valuation at | US$16,398,000 | | 31 January 2024 | | 31 January 2024 | | | % of net assets 2.8% | | % of net assets 1.3% | | | Net purchases/(sales) in | nil | Net purchases/(sales) in | nil | | the year | | the year | | Denotes listed investments previously held in the portfolio as a private company investment. 25 Strategic report ## Portfolio executive ## summary Performance 1 year 3 years 5 years Since inception % % % % * Share price 51.0% (49.1%) (11.1%) 8.0% NAV 12.9% (15.5%) 29.4% 34.1% * Inception date: 27 March 2019. All figures are stated on a total return basis† for periods to 31 January 2025. † Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 115 and 116. Source: Baillie Gifford/LSEG. See disclaimer on page 113. Key contributors to and detractors from Company performance – year to 31 January 2025 | | | | Contribution to | | | | | | | | Contribution to | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | absolute performance | | | Absolute return | | # | | | absolute performance | | | Absolute return | | # | | Contributors | † | | | (%) * | | (%) | | Detractors | † | | | (%) * | | (%) | | | Space Exploration Technologies 5.5 | | | | | | 86.1 | | McMakler | | | | (3.6) (99.9) | | | | | Bending Spoons 4.1 88.9 | | | | | | | | Northvolt (2.9) (94.5) | | | | | | | | | Affirm | | | | 2.5 50.8 | | | | Brex (0.9) (30.3) | | | | | | | | | ByteDance 2.1 33.4 | | | | | | | | Pet Circle (Millell) (0.9) (43.7) | | | | | | | | | Tempus AI | | | | 1.9 75.9 | | | | Flix (0.8) (26.9) | | | | | | | | * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 115 and 116. # Absolute performance (in US$ terms) has been calculated on a total return basis (including reinvestment of any dividends paid by portfolio holdings) over the period 1 February 2024 to 31 January 2025. † The contributors to and detractors from Company performance are listed in descending order. Source: Revolution. New buys Additions Complete sales Reductions Vinted Bending Spoons Graphcore Space Exploration Technologies Tekever Databricks Convoy McMakler Runway AI Allbirds Tenstorrent Bolttech Zetwerk Denotes listed investment previously held in the portfolio as a private company investment. 26 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Distribution of net assets Geographical as at 31 January 2025 | | | | Geographical | | | | | Number of | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | % at | | % at | | | | | | 14 | | | | | | investments | | | | 9 | | | 31 January | | 31 January | | | | | | 8 | | | | | | | at 31 January | | | 7 | | | | | 2025 | | 2024 | | | | 6 | | | | | | | | | 2025 | 5 1 United States 56.8 50.7 32 2 United Kingdom 8.7 8.4 2 4 3 China 8.4 7.7 3 1 4 Italy 8.1 4.0 1 3 5 India 3.9 3.4 2 6 Germany 2.0 5.8 2 2 7 Lithuania 1.7 – 1 8 Singapore 1.5 – 1 9 Portugal 1.5 – 1 10 Australia 1.0 1.8 1 11 Brazil 0.6 0.9 1 12 Canada <0.1 0.2 1 13 Sweden <0.1 2.7 1 14 Net current assets 5.8 14.4 Sectoral as at 31 January 2025 | | | | Sectoral | | | | | Number of | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | % at | | % at | | | | | | 10 | | | | | | investments | | | | | | | 31 January | | 31 January | | | | | | 8 | | | | | | | at 31 January | | | | | | | | 2025 | | 2024 | | | | 7 | | | | | | | | | 2025 | 1 6 1 Information technology 30.6 21.3 16 2 Financials 17.0 18.0 5 5 3 Industrials 15.9 13.0 6 4 Communication services 8.8 8.8 3 5 Consumer discretionary 8.6 10.1 7 4 6 Healthcare 5.1 3.6 4 2 7 Consumer staples 3.8 4.2 4 3 8 Materials 3.6 2.6 2 9 Real estate 0.8 4.0 2 10 Net current assets 5.8 14.4 The above sectoral distribution is not derived from any index. 27 9 Strategic report ## Historical snapshot Since our inception in 2019, The Schiehallion Fund Limited has deployed US$1.17bn of capital in private companies. ### Transaction value Showing transactions in private companies prior to the reporting date (US$'000). ![img-1.jpeg](img-1.jpeg) 03 private companies taken over 09 private companies listed 42 private companies currently held ## Company size Our portfolio tends to be weighted to the upper end of the maturity curve, focused on late stage private companies who are scaling up and becoming profitable. The below table represents total equity value at 31 January 2025. | Cap | Total equity value (US$) | Net assets % | Number of private companies | Number of listed holdings | | --- | --- | --- | --- | --- | | Micro | <$300m | 0.9 | 7 | - | | Small | $300m–$2bn | 11.7 | 11 | - | | Medium | $2bn–$10bn | 43.7 | 18 | 4 | | Large | >$10bn | 37.9 | 6 | 3 | | | | **94.2** | **42** | **7** | 28 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Private exposure Portfolio activity – year to 31 January 2025 (31 January 2025) US$121.9 million was deployed in private companies during the year. New investments in Bolttech, Runway AI, Tekever, Tenstorrent, Vinted and Zetwerk, follow on investments in Bending Spoons and Databricks. Tempus AI listed in the period. Concentration At 31 January 2025 we held 42 private companies which equated to 72.9% of total net assets. Total net assets – 100.0% Total investments – 94.2% Space Exploration Technologies 9.4% Top 10 private companies – 40.8% Bending Spoons 8.1% ByteDance 6.2% Top 5 private companies Stripe 2.9% – 29.4% Databricks 2.8% Rest of private company portfolio 43.5% Net current assets represent 5.8% of total net assets. All figures stated as percentage of total net assets, as at 31 January 2025. Private company overview | | | Year ended | | Year ended | | --- | --- | --- | --- | --- | | | 31 January 2025 | | 31 January 2024 | | | | | US$’000 | | US$’000 | | Opening fair value | | 869,709 853,014 | | | Purchases at cost 121,914 71,914 Sales – proceeds (32,383) (38,795) – (losses)/gains (39,224) 17,370 Change in categorisation (18,468) (10,000) Change in fair value 98,059 (23,794) Closing fair value 999,607 869,709 29 Strategic report Performance of listed holdings at 31 January 2025 held previously as private company investments from date of initial investment of each holding to 31 January 2025 (absolute performance in US dollar terms %) Affirm Airbnb Oddity Oscar Health Tempus AI Wise (100) 0 100 200 300 ● Absolute performance from initial investment to initial public offering % ● Absolute performance from initial public offering to 31 January 2025 % ● Total absolute performance from initial investment to 31 January 2025 % Source: Revolution/Baillie Gifford. Note: Absolute performance returns cannot be added together as they are geometric. Warby Parker 400 30 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Baillie Gifford’s approach to ## valuing private companies We hold our private company investments at The valuations team also monitors relevant market ‘fair value’, i.e. the price that would be paid in an benchmarks on a weekly basis and updates open-market transaction. Valuations are adjusted valuations in a manner consistent with our external both during regular valuation cycles and on an ad hoc valuer’s (S&P Global) most recent valuation report basis in response to ‘trigger events’. Ourvaluation where appropriate. process ensures that private companies are valued Renewed investor sentiment and improved market inboth a fair and timely manner. conditions have led to an increase in deal activity The valuation process is overseen by a valuations during 2024. Whilst global markets have tended to be group at Baillie Gifford, which takes advice from an more stable, isolated pockets of heightened volatility independent third party (S&P Global). The valuations remain. The data below quantifies the revaluations group is independent from the investment team with carried out during the twelve months to 31 January all voting members being from different operational 2025, however it does not reflect the ongoing areas of the firm, and the portfolio managers only monitoring of the private investment portfolio which receive final valuation notifications once they have has not resulted in a change in valuation. been applied. The Schiehallion Fund Limited* We revalue the private holdings on a three-month Instruments valued 357 rolling cycle, with one-third of the holdings | reassessed each month. During stable market | Instruments held | | 76 | | --- | --- | --- | --- | | conditions, and assuming all else is equal, each | Percentage of portfolio revalued up to 4 times | 46.1% | | | investment would be valued four times in a | Percentage of portfolio revalued 5 or more times 53.9% | | | twelve-month period. For Schiehallion and our * Data reflecting year to 31 January 2025. investment trusts, the prices are also reviewed twiceper year by the respective boards and are subject to the scrutiny of external auditors in the annual audit process. Beyond the regular cycle, the valuations team also monitors the portfolio for certain ‘trigger events’. These may include changes in fundamentals, a takeover approach, an intention to carry out an Initial Public Offering (‘IPO’), company news which is identified by the valuation team or by the portfolio managers, or meaningful changes to the valuation ofcomparable public companies. Any ad hoc change to the fair valuation of any holding is implemented swiftly and reflected in the next published net asset value (‘NAV’). There is no delay. 31 Strategic report ## List of ## investments As at 31 January 2025 | | | | | | 2025 | | 2025 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Total value | | | % of net | | Total value | | % of net | | | Name Business Country | | | | US$’000 | | | assets | US$’000 | | | assets | | Space Exploration | Designs, manufactures and launches | United | | 128,811 9.4 88,324 7. 2 | | | | | | | | | Technologies | advanced rockets and spacecraft | States | | | | | | | | | | | Bending Spoons Mobile application | | Italy 111,244 8.1 48,922 4.0 | | | | | | | | | | softwaredeveloper ByteDance Social media and news China 85,177 6.2 63,835 5.2 aggregationcompany | Wise | Online platform to send and | United | 83,229 6.1 61,991 5.1 | | | --- | --- | --- | --- | --- | | | receivemoney | Kingdom | | | | Affirm | Fintech providing lending and | United | 79,224 5.9 | 52,578 4.3 | | | consumer credit services | States | | | | Tempus AI | Oncological records aggregator and | United | 46,435 3.4 26,402 2.2 | | | | diagnostic testing provider | States | | | | Stripe Online payment platform United | | | 39,796 2.9 27,468 2.3 | | States Databricks Data software solutions United 39,029 2.8 29,873 2.5 States | Wayve Technologies AI based software for | | United | 36,275 2.6 | 34,001 2.8 | | --- | --- | --- | --- | --- | | | self-driving cars | Kingdom | | | | Warby Parker | Online and physical corrective | United | 35,653 2.6 16,398 1.3 | | | | eyewear retailer | States | | | | Dailyhunt (VerSe | Telephone voice, data, text | India 34,314 2.5 41,006 3.3 | | | | Innovation) | messaging, and roaming services | | | | | Solugen Combines enzymes and metal | | United | 30,301 2.2 | 32,293 2.6 | | | catalysts to make chemicals | States | | | | Brex Corporate credit cards for startups United | | | 28,014 2.1 40,212 3.3 | | States Faire Wholesale Online wholesale marketplace United 27,997 2.0 28,509 2.4 States Epic Games Video game developer United 27,018 2.0 17,565 1.4 States Grammarly Online platform for checking United 25,435 1.9 23,976 2.0 grammar, spelling and improving States written communication Chime Financial Digital current account provider United 24,987 1.9 26,697 2.2 States Flix European mobility provider Germany 24,114 1.8 32,996 2.7 PsiQuantum Silicon photonic United 23,536 1.7 13,996 1.1 quantumcomputing States Denotes listed investment previously held in the portfolio as a private company investment. 32 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited | | | 2025 | | 2025 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name Business Country | US$’000 | | | assets | US$’000 | | | assets | Vinted Online marketplace Lithuania 23,430 1.7 – – Rappi Provider of an on-demand delivery United 23,190 1.7 21,825 1.8 platform designed to connect States consumers with local stores Oddity Direct to consumer cosmetics United 22,180 1.6 19,181 1.6 States Genki Forest Technology Non-alcoholic beverages China 21,973 1.6 22,628 1.9 Group Tekever Unmanned systems technology and Portugal 20,790 1.5 – – services manufacturer Kepler Computing Semiconductor company United 20,221 1.5 23,137 1.9 States Bolttech Global insurance platform services Singapore 20,000 1.5 – – Zetwerk Manufacturing Fabricated metal products India 19,488 1.4 – – HeartFlow Develops software for United 15,925 1.2 10,939 0.9 cardiovascular disease diagnosis States and treatment Tanium Online security management United 15,698 1.2 17,974 1.5 States | Nuro Developer of autonomous | | United | 14,870 1.1 13,044 1.1 | | --- | --- | --- | --- | | | deliveryvehicles | States | | | Workrise Technologies Jobs marketplace for the | | United | 14,467 1.1 13,392 1.1 | | | energysector | States | | | Oscar Health | Healthcare insurance provider United | | 13,630 1.0 10,292 0.8 | States Merlin Labs Autonomous flight technology United 13,483 1.0 10,632 0.9 States Pet Circle (Millell) Pet food and accessories Australia 12,945 1.0 22,975 1.9 Cohesity Global Data storage United 11,302 0.8 11,526 0.9 States | Airbnb | Online market place for travel | United | 10,085 0.7 11,082 0.9 | | --- | --- | --- | --- | | | accommodation | States | | | Tenstorrent Processor architecture and | | United | 10,000 0.7 – – | | | software solutions | States | | | Runway AI Artificial Intelligence based | | United | 10,000 0.7 – – | | | applications developer | States | | Loft Online property platform Brazil 9,763 0.6 11,556 0.9 Bottle Planet Producer of alcoholic beverages China 8,756 0.6 8,012 0.7 Away (JRSK) Travel and lifestyle brand United 8,411 0.6 10,590 0.9 States Honor Technology Provider of home-care services United 7,877 0.5 5,379 0.4 States Carbon Manufactures and develops United 6,701 0.5 9,062 0.7 3Dprinters States McMakler Real estate services Germany 2,079 0.2 37,242 3.1 MasterClass Online education United 1,151 0.1 2,732 0.2 (YankaIndustries) subscriptionplatform States Northvolt Lithium ion battery manufacturer Sweden 600 <0.1 31,772 2.6 Denotes listed investment previously held in the portfolio as a private company investment. 33 Strategic report | | | | | 2025 | | 2025 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Total value | | % of net | | Total value | | % of net | | | Name Business Country | | | US$’000 | | | assets | US$’000 | | | assets | | Illumina CVR Gene sequencing equipment | | United | | 407 <0.1 407 <0.1 | | | | | | | | | andconsumables | States | | | | | | | | | Blockstream Financial software developer Canada 339 <0.1 1,947 0.2 Indigo Agriculture Microbial seed treatments to United 100 <0.1 801 0.1 increase crop yields and grain States marketplace Total investments 1,290,450 94.2 | | | 2025 | | 2025 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name | US$’000 | | | assets | US$’000 | | | assets | US Treasury Bill 15/05/2025 12,963 1.0 – – US Treasury Bill 20/03/2025 12,962 1.0 – – US Treasury Bill 30/10/2025 12,884 0.9 – – US Treasury Bill 07/08/2025 12,869 0.9 – – US Treasury Bill 02/10/2025 12,832 0.9 – – US Treasury Bill 22/01/2026 12,824 0.9 – – US Treasury Bill 18/04/2024 – – 27,949 2.3 US Treasury Bill 22/02/2024 – – 27,948 2.3 US Treasury Bill 13/06/2024 – – 27,935 2.3 US Treasury Bill 29/11/2024 – – 27,922 2.3 US Treasury Bill 05/09/2024 – – 27,909 2.3 US Treasury Bill 31/10/2024 – – 27,859 2.2 Total US Treasury Bills 77,334 5.6 167,522 13.7 Cash 6,118 0.5 11,306 0.9 Other current assets and liabilities (3,628) (0.3) (2,638) (0.2) Capital gains tax provision (317) 0.0 (834) 0.0 Net current assets less capital gains tax provision 79,507 5.8 175,356 14.4 Total net assets less capital gains tax provision 1,369,957 100.0 1,219,137 100.0 Private Listed company Net current Net investments investments assets assets % % % % 31 January 2025 21.3 72.9 5.8 100.0 31 January 2024 14.3 71.3 14.4 100.0 34 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Allocation of net assets | | | 2025 | | 2025 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name | US$’000 | | | assets | US$’000 | | | assets | Listed investments 290,843 21.3 174,072 14.3 Private company investments 999,607 72.9 869,709 71.3 US Treasury Bills 77,334 5.6 167,522 13.7 Cash and cash equivalents 6,118 0.5 11,306 0.9 Net current assets less capital gains tax provision (3,945) (0.3) (3,472) (0.2) Total net assets 1,369,957 100.0 1,219,137 100.0 Gross Gross Number Internal Multiple on of private Rate of Invested Capital company Number of Return Capital Company metrics deployed * acquisitions IPOs/listings (IRR) * (MOIC) * Since launch US$1,244m 55 9 4.2% 1.1 * Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages 115 and 116. 35 Strategic report ## Business review Business model Investment objective The Company’s investment objective is to generate Business and status capital growth for investors through making The Schiehallion Fund Limited (the ‘Company’) long-term minority investments in later stage isanon-cellular investment company limited by privatebusinesses that the Company considers shares, registered and incorporated in Guernsey tohave transformational growth potential and under the Companies (Guernsey) Law, 2008 tohave the potential to become publicly traded. (the ‘Companies Law’) on 4 January 2019, with registration number 65915. The Company is a Investment policy registered closed-ended investment scheme In making its initial investment in a business, registered pursuant to the Protection of Investors theCompany will seek to invest in private (Bailiwick of Guernsey) Law 2020 and the Registered businesseswhich it considers have the potential Collective Investment Scheme Rules, 2021 issued to become admitted to trading on a public stock by the Guernsey Financial Services Commission exchange. Those investments will typically take (‘GFSC’). The Company has been admitted to trade theform of equity or equity-related instruments on the Specialist Fund Segment of the Main Market (which may include, without limitation, preference oftheLondon Stock Exchange. shares, convertible debt instruments, equity-related The Company has a fixed share capital consisting and equity-linked notes and warrants) issued by of ordinary shares, although, subject to shareholder investeecompanies. approval, it may purchase its own shares or The Company will only invest in private businesses issueshares. that are considered to have some or all of the The authority to purchase shares expires at the end following features: of the Company’s Annual General Meeting (‘AGM’) • the potential to grow revenue and earnings and the Directors are seeking to renew this authority multiple fold over the long term; at the AGM on 22 May 2025. • scalable business models that should enable The authority to issue ordinary shares will expire thosebusinesses to grow into their opportunity; immediately prior to the AGM to be held in 2029 • robust competitive advantages; (or,if earlier, five years from 10 May 2024). Shareholder approval will be sought to renew the • exceptional management teams; authority to issue shares at the2029 AGM. The • an entry price which significantly undervalues price of the ordinary shares is determined, like other thelong-term opportunity for the business; and listed shares, by supply and demand. The Company’s shares are denominated in US dollars. • an ambition and ability to become stand-alone public companies. The Company is an Alternative Investment Fund (‘AIF’) for the purposes of the UK Alternative Investment Fund Managers Regulations. 36 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Investee companies may be from any sector and any • the Company may not make any investment in geography. While there are no specific limits placed aprivate investee company that would cause the on exposure to any one sector, the Company will at value of the Company’s holding in that private all times seek to invest and manage the portfolio in investee company to exceed 19.9% (calculated amanner consistent with spreading investment risk. at the time of investment) of the most recently published net asset value; and With prior approval of the Board, the Company may permit the use of derivatives for the purpose • the Company may not make any investment of currency hedging, though it currently does not in an investee company that would cause the expect to do so. Save for this and for investments Company’s holding in that investee company to made using equity-related instruments as described exceed 20% (calculated at the time of investment) above, the Company may not engage in derivative of the total issued share capital of the investee transactions for any purpose. company. The Board does not intend to use structural A reference to the value of assets of the Company gearingwith a view to enhancing equity returns (including investee companies) in the restrictions oninvestments. The Company may employ gearing above shall refer to the value as determined in on a short-term basis for the purpose of bridging accordance with the Company’s valuation policy investments and general working capital purposes. from time to time. The Company may in aggregate borrow amounts The Company does not currently expect the portfolio equalling up to 10% of net asset value, calculated to be majority invested in public investee companies atthe time of drawdown. at any point in time, but it has not set a limit on the The Company is subject to the following investment percentage of the portfolio which can be invested restrictions: inpublic investee companies at a given time. • an investee company must be a private investee It is intended that the Company will be substantially company at the time of the Company’s initial invested in normal market conditions. However, investment in that investee company. The Company the Company may at any time hold overnight or may, however, make subsequent investments term deposits or, pending investment in investee in the investee company, even if the investee companies, invest in a range of cash-equivalent company has been admitted to trading on instruments such as US Treasury Bills or money apublicstock exchange in the period since market funds. There is no restriction on the amount theCompany’s initial investment; of cash or cash-equivalent instruments that the Company may hold. • a private investee company must have a value of at least US$500 million at the time of the Company culture Company’s initial investment in the private The Board recognises the importance of a strong investee company. This restriction will not corporate governance culture that meets the applytothe Company’s subsequent investments requirements of the Code of Corporate Governance inthe investee company, if any; issued by the Guernsey Financial Services • the Company may not make an initial investment Commission (the ‘Guernsey Code’), the UK Listing in a private investee company which exceeds in Rules and other bodies such as the AIC which value 10% (calculated at the time of investment) contribute to the Company’s long-term success. of the most recently published net asset value (save to the extent that breach of this 10% limit Life of the Company is due to a change in the value of the Company’s The Company has been established with an invested assets or currency fluctuations from the unlimited life. time of the Company’s firm commitment to make the investment to the time of investment); 37 Strategic report ## Dividend policy The Company's priority is to produce capital growth over the long term. Given the nature of the Company's investments, the Company does not expect to pay dividends in the foreseeable future and therefore has no dividend target and will not seek to provide shareholders with a particular level of income. If any dividends or distributions are made, they will at all times be subject to compliance with the solvency test prescribed by Guernsey law. ## Liquidity policy The Directors will consider repurchasing shares in the market if they believe it to be in the interests of shareholders as a whole and as a means of addressing imbalances between supply and demand for the shares. The timing, price and volume of any buy back of shares will be at the absolute discretion of the Directors and is subject to the Company having sufficient working capital for its requirements and surplus cash resources available. The acquisition of shares pursuant to the authorities is subject to compliance with the solvency test and any other relevant provisions of the Companies Law. The Company announced on 1 November 2023 that the Board and Investment Manager believed that the ordinary shares represented an attractive investment opportunity following a significant widening of the discount and the Company intended to allocate up to US$20m towards share repurchases, given the limited available capital at the time. The Board will keep this capital allocation and associated share buyback policy under review. **Share buybacks** – At the last Annual General Meeting the Company was granted authority to purchase up to 154,145,753 ordinary shares (equivalent to 14.99% of its issued share capital as at 10 May 2024), such authority to expire at the 2025 Annual General Meeting. The Directors are seeking shareholders' approval at the Annual General Meeting to renew the authority to make market purchases of up to 153,196,137 ordinary shares representing approximately 14.99% of the Company's ordinary shares in issue as at 21 March 2025, being the latest practicable date prior to the publication of this document, such authority to expire at the Annual General Meeting of the Company to be held in 2026. Share repurchases will only be made through the market for cash at prices (after taking account of all commissions, costs and expenses of the purchases) not exceeding the last reported net asset value per ordinary share. Shares purchased by the Company may be cancelled or held in treasury (or a combination of both). Shares may be sold from treasury but not at a price per share which would be less (after taking account of all commissions, costs and expenses of such sale) than the last reported net asset value per share at the relevant time. 5,160,000 ordinary shares were bought back (4,695,000 for cancellation and 465,000 to treasury) by the Company for $4,246,000 during the year ended 31 January 2025 (31 January 2024 – 2,601,000 ordinary shares bought back for cancellation for $1,851,000). **Treasury shares** – The Company is permitted to hold shares acquired by way of market purchase in treasury, rather than being obliged to cancel them. A maximum of 10% of the ordinary shares in issue at the relevant time may be held in treasury. Such shares may be subsequently cancelled or sold for cash. Holding shares in treasury would give the Company the ability to sell shares from treasury quickly and in a cost efficient manner, and would provide the Company with additional flexibility in the management of its capital base. However, the issue of shares from treasury will be subject to the Articles of Incorporation and the provisions relating to rights of pre-emption contained therein, further details of which are referred to in the section entitled 'Share issuance' below. 465,000 shares were held in treasury at the year end (31 January 2024 – nil). **Share issuance** – The Directors have authority to issue further ordinary shares. Further issues of ordinary shares will only be made if the Directors determine such issues to be in the best interests of shareholders and the Company as a whole. Relevant factors in making such determination include the Company's performance, the discount/premium at which the ordinary shares trade to the prevailing net asset value per ordinary share, perceived investor demand and investment opportunities. Ordinary shares will only be issued at prices per ordinary share which, after taking into account any placing commission and expenses payable in respect of such issues, are not less than the last reported net asset value per ordinary share. 38 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited There are no provisions of Guernsey law which C Share conversion confer rights of pre-emption in respect of the issue On 3 August 2023, the Board announced that of ordinary shares. The Articles of Incorporation do, theCshares proceeds were 86.6% deployed, however, contain pre-emption rights in relation to having crossed the 85% deployment threshold set the issue of ordinary shares for cash, although such out in the Prospectus published on 18 March 2019. pre-emption rights were, by a resolution passed The conversion ratio was calculated in accordance on15 March 2019, disapplied in respect of upto with the methodology prescribed in the Prospectus 720million ordinary shares or C shares (suchfigure and was determined by the relative net asset values to include the ordinary shares issued pursuant of the C shares and the ordinary shares at the time to theplacing) for a period which concluded of conversion. This ensured that the conversion on15March 2024. was fair and not dilutive to the interests of ordinary or C shareholders. The calculation date for the At the AGM held on 10 May 2024, the Directors conversion of the C Shares into ordinary shares was were granted shareholders’ approval to dis-apply 31 August 2023, and the conversion ratio of 0.7601 the pre-emption rights in respect of the issue of up ordinary shares for each C Share was announced to 102,882,390 ordinary shares or C Shares or the on 7 September 2023. The C share conversion took sale of 102,882,390 ordinary shares or C Shares place on 8 September 2023 with 532,069,905 held as treasury shares of the Company for a period newordinary shares being admitted to trade on concluding immediately prior to the Annual General 12September 2023. Meeting of the Company to be held in 2029 (or, if earlier, five years from the date of passing of such shareholders’ resolution). Borrowings The Company’s approach to borrowings is noted No ordinary shares have been issued since within the Investment Policy detailed on page 37. the passing of the above resolution, therefore, the Directors have authority to issue a further There were no borrowings as at 31 January 2025. 102,882,390 ordinary shares or C shares held as treasury shares. Performance | By way of a special resolution dated 18 March | At each Board meeting, the Directors consider | | --- | --- | | 2021 the Directors had a general authority to allot | anumber of performance measures to assess | | up to 700,000,000 C shares. On 26 April 2021, | theCompany’s success in achieving its objectives. | | the Company issued 700,000,000 C shares which | The performance measures on page 40 are up to | | converted on 8 September 2023 as noted in the | 31January 2025. | following section. 39 Strategic report ## Key performance indicators **The Board uses key performance indicators (KPIs) to measure the progress and performance of the Company over time when discharging its duties as set out on page 73. These KPIs are established industry measures.** ### Share price and net asset value total returns\* Commentary on the Company's performance is provided in the Chairperson's statement and Investment Manager's review. ![img-2.jpeg](img-2.jpeg) ### Share price (discount)/premium since inception\* As stock markets and share prices vary, an investment company's share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. If the share price is higher than the NAV per share, this situation is called a premium. The discount narrowed significantly over the year to 31 January 2025. ![img-3.jpeg](img-3.jpeg) ### Ongoing charges ratio\* The ongoing charges ratio is the total recurring expenses (excluding the Company's cost of dealing in investments) incurred by the Company as a percentage of the daily average net asset value. ![img-4.jpeg](img-4.jpeg) The Investment Manager seeks to generate a net return for the Company of approximately three times invested capital over rolling 10-year periods, measured on the basis of NAV total return. The Board reviews progress towards this aim and also reviews performance against peer group investment companies and other growth orientated investment trusts. Across these measures, the Board looks for relative outperformance over the long term, while remaining mindful that the nature of the investment policy and the growth characteristics of the portfolio investments may entail periods of underperformance over the short and medium term. The Board continues to monitor the Company's progress and performance. Further commentary is provided in the Chairperson's statement on pages 06 to 08. † First day of trading on 27 March 2019. \* Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on page 115 and 116. # The C shares were issued in April 2021 and converted to ordinary shares on 8 September 2023 (see page 39). Past performance is not a guide to future performance. 40 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Principal and emerging risks As explained on pages 64 and 65, there is a process for identifying, evaluating and managing the risks, including emerging risks, faced by the Company on a regular basis. The Directors have carried out a robust assessment of the principal and emerging risks facing the Company, including those that would threaten itsbusiness model, future performance, solvency or liquidity. A description of these risks and how they arebeing managed or mitigated is set out in the table below. Investment and strategic risk Rating and Liquidity of What is the risk? How is it managed? change Current assessment of risk investments The Company’s investments are By diversification of the Risk Level: Moderate predominantly in private investee portfolio, in accordance with the Stable: The Company has companies or companies which Company’s investment limits and not seen any significant have recently completed an IPO. risk diversification policies. impact on underlying liquidity Such investments may not be of investments, however, liquid or may have restrictions on the economic climate, in sale or transfer of shares. This a continuation of trends may limit the Company’s ability observed in the previous to realise investments at short year,has continued to notice or at all. depress IPO activity. Rating and Market, What is the risk? How is it managed? change Current assessment of risk economic, From time to time a large The Board assesses this risk Risk Level: High political and proportion of the total value of byconsidering, at each meeting, Increasing: This risk is environmental the Company’s portfolio could metrics which have contributed considered to be increasing risks be concentrated in a limited toperformance as well as as governments and number of investee companies, discussion with the portfolio consumers around the which could be adversely managers on specific conditions world continue to assess affected by an unexpected which the underlying investee the impact of heightened change in their markets, by companies face. This risk is also geopolitical tensions governmental intervention or managed by the Company’s and conflicts as well as bya reputational issue. This investment diversification policy. challenging macroeconomic could have a material impact on conditions. the overall value of the Company’s portfolio and consequential adverse effects on the Company’s share price. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 41 Strategic report Rating and Valuation What is the risk? How is it managed? change Current assessment of risk risk The Company invests in late The Investment Manager has a Risk Level: Moderate stage private businesses which robust valuation methodology, Stable: This risk is seen are valued in accordance which is applied consistently. The as stable. In periods of with International Private Investment Manager’s valuation market volatility the Private Equity and Venture Capital process revalues each of the Company Valuations Group Valuation (‘IPEV’) Guidelines private company investments will perform trigger analyses using appropriate valuation every 3 months and additional and, ifappropriate, revalue methods. Such methods include valuations are carried out in the affected investments, an element of judgement response to trigger events to asdescribed in the report which may lead to a material ensure the investments are onpage 31. mis-statement of the valuation carried at fair value. The valuation and consequently of the process is overseen by the Company’s net asset value. Private Companies Valuations Group at Baillie Gifford which is independent from the portfolio managers and which takes advice from an independent third party (S&P Global). The valuations are subject to review and challenge by the Board every 6 months and are subject to scrutiny annually bythe external Auditor. Rating and Investment What is the risk? How is it managed? change Current assessment of risk strategy risk Pursuing an investment strategy The Board regularly reviews Risk Level: High to fulfil the Company’s objective and monitors the Company’s Increasing: The risk is which the market perceives to investment policy and strategy, seen as increasing as the be unattractive or inappropriate, the investment portfolio and market’s appetite for direct or or ineffective implementation its performance, the level of indirect investment in growth of the Company’s investment discount/premium to net asset stocks is reduced due to strategy, may lead to reduced value at which the shares trade ongoing macroeconomic and returns for shareholders and, as and movements in the share geopolitical concerns. a result, decreased demand for register. A strategy meeting the Company’s shares. This may isalso held annually. In addition, lead to the Company’s shares the Investment Manager keeps trading at a widening discount in close contact with key to their net asset value. shareholders and provides regular feedback to the Board. Rating and Discount What is the risk? How is it managed? change Current assessment of risk risk The discount/premium at The Board monitors the level of Risk Level: High which the Company’s shares discount/premium at each Board Decreasing: The discount trade relative to its net asset meeting. The Company has narrowed over the year value can change. Such an authorities in place to buy back to 31January 2025. The imbalance can diminish the or issue shares, when deemed Directors continue to buy attractiveness of the Company’s to be in the best interests of the back shares when it is shares to existing investors and Company and its shareholders. deemed to be in the best lead to a lack of liquidity in the interests of the Company and Company’s share trading. its shareholders. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 42 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Rating and Climate and What is the risk? How is it managed? change Current assessment of risk governance Perceived problems on This is mitigated by the Risk Level: Moderate risk environmental, social and Investment Manager’s ESG Stable: The Investment governance (‘ESG’) matters stewardship and engagement Manager continues to employ in an investee company policies, which are integrated strong ESG stewardship and could lead to that company’s into the investment process, as engagement policies. | shares being less attractive to | well as the extensive upfront and | | --- | --- | | investors, adversely affecting | ongoing due diligence which the | | its share price, in addition | Investment Manager undertakes | | to potential valuation issues | on each investee company. | | arising from any direct impact of | Thisincludes the risk inherent | | the failure to address the ESG | inclimate change (see page 66). | weakness on the operations or management of the investee company (for example in the event of an industrial accident or spillage). Repeated failure by the Investment Manager to identify ESG weaknesses in investee companies could lead to the Company’s own shares being less attractive to investors, adversely affecting its own share price. In addition, the valuation of investments could be impacted by climate change due to climate-related operational challenges, changes in end demand or failure to identify a pathway to Net Zero. External risks Rating and Political and What is the risk? How is it managed? change Current assessment of risk associated Global political changes Political developments and Risk Level: High economic risk resulting in policy changes in other social trends are closely Increasing: This risk is areas in which the Company monitored by the Board and increasing as governments invests or may invest may have areregularly discussed at and consumers around the practical consequences for the Boardmeetings. world continue to assess the Company and impact financial impact of ongoing conflicts performance. and global economic and political tensions. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 43 Strategic report Rating and Legal and What is the risk? How is it managed? change Current assessment of risk regulatory Changes to the regulatory To mitigate this risk, Baillie Risk Level: Low risk environment could negatively Gifford’s Business Risk, Stable: All control impact the Company. Failure to Internal Audit and Compliance procedures are deemed comply with applicable legal, Departments provide regular to be working effectively. regulatory and tax requirements reports to the Audit Committee There have been no material could lead to suspension of the on Baillie Gifford’s monitoring regulatory changes that have Company’s Stock Exchange programmes. The Administrator occurred during the year. listing, financial penalties, a provides regular compliance qualified Audit Report or the reports to the Audit Committee Company being subject to tax to confirm the relevant Guernsey on capital gains. submissions are made to protect the legal and tax status of the Company. Major regulatory change could impose disproportionate compliance burdens on the Company. In such circumstances representation is made to ensure that the special circumstances of investment companies are recognised. Shareholder documents and announcements, including the Company’s published Interim and Annual Report and Financial Statements, are subject to stringent review processes and procedures are in place to ensure adherence to the Transparency Rules and the Market Abuse Regulations with reference to inside information. Operational risks Rating and Performance What is the risk? How is it managed? change Current assessment of risk and reliance In common with most other The Audit Committee receives Risk Level: Low on third investment companies the six monthly reports from Stable: All control party service Company has no direct the Investment Manager’s procedures are deemed providers employees and relies entirely Business Risk Department on to be working effectively. for its operations on third party their monitoring programme Portfolio management and all service providers. Failure of the of internal controls. The Audit regulatory and administrative Investment Manager’s systems Committee also receives ISAE tasks have continued or those of another service 3402 or equivalent reports on the uninterrupted during the provider, such as the Custodian Investment Manager and other year. and Depositary, could lead to service providers. These reports aninability to accurately report are reviewed by Baillie Gifford’s or lead to a misappropriation Business Risk Department ofassets. and a summary of the key points is reported to the Audit Committee and any concerns are investigated. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 44 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Rating and Cyber What is the risk? How is it managed? change Current assessment of risk security Errors, fraud or control failures The Audit Committee receives Risk Level: Moderate threats by the Company’s key service confirmation that key service Increasing: This risk is providers or loss of data providers have appropriate cyber/ seen as increasing due to through increasing cyber IT policies to ensure that controls recent indications that the threats or business continuity are in place including business continuation of geopolitical interruptions could damage continuity and disaster recovery tensions could lead to more the Company’s reputation or arrangements. cyber attacks. Emerging investors’ interests or result technologies, including AI, inlosses. could potentially increase information security risks. Inaddition, service providers operate a hybrid approach ofremote and office working, thereby increasing the potential of a cyber security threat. Rating and Key What is the risk? How is it managed? change Current assessment of risk professionals Loss of key professionals, The Board reviews the Investment Risk Level: Low particularly in relation to the Manager’s performance annually Stable: All procedures are Investment Manager could as well as the resources of the satisfactory. impact the Company’s ability Investment Manager for attracting to implement its investment and retaining talent. strategy. Emerging As explained on pages 64 to 65 the Board has regular discussions on principal risks risks and uncertainties, including any risks which are not an immediate threat but could arise in the longer term. Emerging risks are considered under the categories noted above rather than included as discrete risks. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 45 Strategic report Viability statement As a result of this analysis, the Board believes the Company can effectively manage the principal In accordance with the requirements of the AIC and emerging risks and uncertainties and remains Code that the Directors assess the prospects of confident that the Company will be able to continue the Company over a defined period, the Board has in operation, and does not envisage any change in evaluated the long-term prospects of the Company strategy, objectives or events that would prevent beyond the twelve-month time horizon assumption theCompany from operating over a period of at least within the going concern framework, taking account five years. of the longer-term investment strategy of the Company. Details of how that assessment has been In determining the period of assessment, the undertaken are set out below. Directors consider that five years is appropriate given the continued reduced rate of deployment of capital The Board undertakes a robust risk assessment of over the last year and when valuing the underlying the principal and emerging risks facing the Company, companies we would normally look to a medium as detailed on pages 41 to 45, but believes that a term. The Company has an even longer-term time sudden or prolonged downturn in global economies horizon when applying its investment strategy of is the most significant risk facing the Company. Such 10 years, however, projecting longer-term financial a downturn could significantly affect valuations of and economic scenarios presents difficulties and the Company’s investments and its net asset value therefore making five years the period of assessment as well as impacting liquidity since the Company is considered more appropriate. may not be able to realise its investments at a reasonable price. The Board believes the Company Relations with Stakeholders would still be viable during such a downturn, since it does not have any long-term gearing obligations Although the Company is domiciled in Guernsey, which might require immediate repayment nor has it theBoard has considered the guidance set out any obligation to pay dividends. The Company also intheAIC Code in relation to section 172 of the holds a well-diversified portfolio of investments in Companies Act 2006 in the UK. Section 172 of various industries in order to minimise the impact of the Companies Act requires that the Directors of a any economic shock. Specific liquidity testing was Company must act in the way they consider, in good conducted during the year, including consideration faith, would be most likely to promote the success of the risk of further market volatility resulting from ofthe Company for the benefit of its stakeholders increasing geopolitical tensions. The stress testing asa whole and in doing so have regard (amongst did not indicate any matters of concern. other matters and to the extent applicable) to: Since the Company outsources its operations to a. the likely consequences of any decision in the third parties, the viability of the Company could be longterm; impacted if a service provider was unable to provide b. the interests of the Company’s employees; or withdrew its services. None of the third party service providers have experienced any significant c. the need to foster the Company’s business operational difficulties which affected the services relationships with suppliers, customers and others; they provide to the Company. In addition, the Board d. the impact of the Company’s operations on the considers outsourced third party service providers community and the environment; could be replaced at relatively short notice where e. the desirability of the Company maintaining necessary. areputation for high standards of business Finally, the Investment Manager monitors closely conduct; and the Company’s cash requirements to meet ongoing f. the need to act fairly between stakeholders fees and expenses and expects to maintain around oftheCompany. 2% of its assets in cash or near cash to meet these obligations. At 31 January 2025, the Company In this context and having regard to Schiehallion held cash, cash equivalents and US treasury bills being an externally managed investment company amounting toUS$83.5 million. These liquid assets with no employees, the Board considers that the could sustain the Company’s annual operating Company’s key stakeholders are its existing and expenses for the year, including the management potential new shareholders, its externally-appointed fee of US$9.6million, for at least 7 years. Investment Manager, Baillie Gifford & Co Limited, TheCompany also has liquid listed investments of and other service providers (Administrator, Corporate US$290.8million which could be sold should the Broker, Registrar, Auditor, Custodian and Depositary), need arise. as well as wider society and the environment. 46 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited The Board considers that the Company’s key differences between stakeholders being merely stakeholders are aligned, in terms of wishing to amatter of emphasis on those elements. see the Company deliver sustainable long-term The Board’s methods for assessing the Company’s growth, inline with the Company’s stated objective progress in the context of its stakeholders’ interests and strategy, and meet the highest standards of are set out below. legal, regulatory, and commercial conduct, with the Stakeholder Why we engage How we engage and what we do Shareholders Shareholders are, collectively, the Company’s The Board places great importance on communication with owners: providing them with a return for their shareholders. The Annual General Meeting provides an investment in accordance with the Company’s opportunity for the Board and Investment Manager to present investment policy and objective is the reason to shareholders on the Company’s performance, future plans for its existence. and prospects. It also allows shareholders the opportunity tomeet with the Board and Investment Manager and raise questions and concerns. The Chairperson and Senior Independent Director are available to meet with shareholders as appropriate and met with major shareholders during the year. The Investment Manager meets regularly with shareholders and their representatives, reporting their views back to the Board. Directors also attend certain shareholder presentations, in order to gauge shareholder sentiment first hand. Shareholders may also communicate with members of the Board at any time by writing to them at the Company’s registered office or to the Company’s broker. These communication opportunities help inform the Board when considering how best to promote the success of the Company for the benefit ofall shareholders over the long term. Baillie Gifford, The Company’s Board has delegated the The Board seeks to engage with its Investment Manager, Investment Manager management of the Company’s portfolio Administrator and other service providers in a collaborative and Alter Domus, to Baillie Gifford and the administration and collegiate manner, encouraging open and constructive Administrator of the Company’s operations including discussion and debate, while also ensuring that appropriate and Secretaries fulfilment of regulatory and taxation reporting and regular challenge is brought and evaluation conducted. requirements to Alter Domus. Baillie Gifford This approach aims to enhance service levels and strengthen and Alter Domus are therefore responsible relationships with the Company’s providers, with a view to for the substantial activities of the Company ensuring the interests of the Company’s shareholders are best and have the most immediate influence on served by keeping cost levels proportionate and competitive, its conduct towards the other stakeholders, and by maintaining the highest standards of business conduct. subject to the oversight and strategic directionprovided by the Board. Portfolio companies As all of the Company’s operations are The Board is cognisant of the need to consider the impact of conducted by third party professional providers, the Company’s investment strategy and policy on wider society it is the companies held in its investment and the environment. The Board considers that its oversight portfolio which have the primary real-world of environmental, social and governance (‘ESG’) matters is impact in terms of social and environmental an important part of its responsibility to all stakeholders. change, both positively and negatively, as The Board’s review of the Investment Manager includes an well as generating, through their commercial assessment of their ESG approach and its application in success, the investment growth sought by making investment decisions. The Board reviews Governance the Company’s shareholders. The investee Engagement reports, which document the Investment companies have an interest in understanding Manager’s interactions with investee companies on ESG their shareholders’ investment rationale in order matters (see pages 15 to 18). The portfolio managers regularly to assure themselves that long-term business report to the Board on discussions with portfolio companies on strategies will be supported. operational and strategic matters. Broker The Company’s brokers provide an interface The Company’s brokers regularly attend Board meetings, between the Company’s Board and its andprovide reports to those meetings, in order to keep the institutional shareholders. Board apprised of shareholder and wider market sentiment regarding the Company. They also arrange opportunities for shareholders to meet the Chairperson outside the normal general meeting cycle. 47 Strategic report Stakeholder Why we engage How we engage and what we do Registrar The Company’s registrars provide an The Investment Manager liaises with the registrars to interfacewith those shareholders who ensure the frequency and accuracy of communications holdthe Company’s shares directly. to shareholders is appropriate, and monitor shareholder correspondence to ensure that the level of service provided by the registrar is acceptable. The Investment Manager’s risk function reviews the registrar’s internal controls report and reports on the outcome of this review to the Board. Auditor The Company’s Auditor has a responsibility The Company’s Auditor meets with the Audit Chair and the toprovide an opinion on whether the Board, in the absence of the Investment Manager where Company’s Financial Statements present a deemed necessary, and the Investment Manager, Company true and fair view of the state of affairs of Secretary and Administrator undertake to provide all the Company and its profit or loss for the information requested by the Auditor in connection with the period, and as a whole are free from material Company’s annual audit promptly and to ensure that it is misstatement, as set out in more detail in the complete and accurate in all respects. Auditor’s report to the Members on page 75. | Depositary | The depositary is responsible for the | The Depositary provides the Audit Committee with a report on | | --- | --- | --- | | and Custodian | safekeeping of the Company’s financial | its monitoring activities. The Investment Manager’s Business | | | instruments, as set out in more detail on | Risk team reviews the relevant Bank of New York Mellon | | | page55. | internal controls report and reports any relevant matters to | theAudit Committee. The Board and Investment Manager seeks to engage with the Depositary and Custodian in a collaborative and collegiate manner, encouraging open and constructive discussion and debate, while also ensuring that appropriate and regular challenge is brought and evaluation conducted. This approach aims to enhance service levels and strengthen relationships, with a view to ensuring the interests of the Company’s shareholders are best served by keeping cost levels proportionate and competitive, and by maintaining the highest standards of business conduct. AIC/industry peers The Association of Investment Companies The Company is a member of the AIC, and the Directors (‘AIC’) and the Company’s investment andorthe Investment Manager and Secretaries (as trust industry peers have an interest in appropriate) participate in technical reviews, requests for the Company’s conduct and performance, feedback on proposed legislation or regulatory developments, asadverse market sentiment towards one corporate governance discussions and/or training. investment trust can affect attitudes towards the wider industry. Investment platforms Investment platforms provide an interface The Investment Manager liaises with the various investment withshareholders who invest in the platforms on strategies for improving communications with Companyindirectly. the Company’s shareholders who hold their shares via these platforms. An annual timetable of key dates is published on the Company’s website, for the ease of reference of such shareholders. Wider society and No entity, corporate or otherwise, can exist The Board and Investment Manager’s interactions with the the environment without having an influence on the society various stakeholders as noted above form the principal forms inwhich it operates or utilising the planet’s of direct engagement with wider society and in respect of the resources. Through its third-party relationships, environment (commercial, financial, and in terms of planetary as noted above, the Company seeks to be a health and resources). positive influence and, in circumstances where that is not possible, to mitigate its negative impacts insofar as is possible. The primary real-world impact of the Company’s operations are through the companies held in its investment portfolio –please refer to ‘Portfolio companies’ sectionabove. 48 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Stakeholder Why we engage How we engage and what we do Regulatory bodies Engagement with regulatory bodies is The Investment Manager engages regularly with the Financial important to ensure effective compliance with Reporting Council (‘FRC’) and where required the Guernsey law and regulation. Failure to maintain good Financial Services Commission ('GFSC') and reports to the relations with regulatory bodies, or comply Board. with relevant law and regulation, could lead topenalties and damage the Company’s reputation. Regulatory risk can be mitigated by making representations to regulators regarding the specific circumstances of investment companies. The Board recognises the importance of keeping Environmental, social and governance policy the interests of the Company’s shareholders, and of Details of the Company’s policy on socially acting fairly towards them, firmly front of mind in its responsible investment can be found under key decision making and the Investment Manager Corporate governance and stewardship on page 66. is at all times available to the Board to ensure that suitable consideration is given to the range of The Company makes efforts to hold board factors to which the Directors should have regard. meetingsvirtually and provide reports digitally, tolimit non-essential travel and usage of paper. In addition to ensuring that the Company’s stated Allpublicly available documentation produced is investment objective was being pursued, key made available digitally. decisions and actions during the year which have required the Directors to have regard to applicable The Company considers that it does not fall within section 172 factors include: the scope of the Modern Slavery Act 2015 (‘the Act’) and it is not, therefore, obliged to make a slavery • The annual evaluation of the Board as a whole and human trafficking statement. In any event, and its committees (see page 64 for further the Company considers its supply chains to be of information); low risk as its suppliers are typically professional • The annual evaluation of all service providers and advisers. A statement by the Investment Manager review of their remuneration; and under the Act has been published on the Investment Manager’s website at bailliegifford.com. • The decision to buy back 5,160,000 ordinary shares at a discount to net asset value enhancing Future developments of the company the NAV for continuing shareholders. The outlook for the Company for the next twelve Employees, human rights and months is set out in the Chairperson’s statement onpages 06 to 08 and the Investment Manager’s communityissues review on pages 09 to 13. The Board recognises the requirement to provide | information about employees, human rights | The Strategic report, which includes pages 06 | | --- | --- | | and community issues. As the Company has no | to49was approved by the Board of Directors and | | employees, all its Directors are non-executive | signed on its behalf on 25 March 2025. | and all its functions are outsourced, there are no disclosures to be made in respect of employees, human rights and community issues. Gender and ethnic representation At 31 January 2025, the Board comprises four Dr Linda Yueh CBE Directors, two of whom are women, including Chairperson the Chairperson who is from an ethnic minority background, and two men. The Company has noemployees. The Board’s policy on diversity issetout on page 63. 49 ## Governance ## report This Governance report, which includes pages 51 to 73 outlines the Board’s approach to the governance of your Company. We believe that good governance builds better outcomes and we are committed to high standards of corporate governance and transparency. The Schiehallion Fund Limited # Directors and management ## Directors ![img-5.jpeg](img-5.jpeg) **Dr Linda Yueh CBE** Chairperson Appointed 2019 Dr Linda Yueh was appointed a Director and Chairperson on 4 January 2019 and is also Chairperson of the Nomination Committee. Dr Linda Yueh is an experienced board director, academic economist and adviser on economic policy. Dr Yueh is a fellow in economics at St Edmund Hall, University of Oxford and adjunct professor of economics at London Business School. Dr Yueh was visiting professor at the LSE and visiting professor of economics at Peking University. Dr Yueh is a Member of the UK Soft Power Council and was an adviser to the UK Board of Trade as well as a member of the Ring-fencing and Proprietary Trading Independent Review Panel for the UK government. She is chair of the Royal Commonwealth Society and a trustee of the Fidelity UK Foundation and Fidelity International Foundations. She is also a non-executive director of Rentokil Initial PLC, SEGRO PLC and Standard Chartered PLC. She was previously senior independent director of Fidelity China Special Situations PLC and a non-executive director of Baillie Gifford's flagship Scottish Mortgage Investment Trust PLC and JPMorgan Asian Growth and Income PLC. In The King's New Year Honours List of 2023, Dr Yueh was awarded a CBE for services to economics. ![img-6.jpeg](img-6.jpeg) **John Mackie CBE** Director Appointed 2019 Mr John Mackie was appointed a Director on 4 January 2019 and is also the Senior Independent Director. Following an early career in retail management, Mr Mackie went to the University of Glasgow as a mature student and then qualified as a chartered accountant with Arthur Andersen & Co in Glasgow. He then spent five years with 3i Group before joining Morgan Grenfell Private Equity in 1990 as a founder director. Mr Mackie was made a director of Morgan Grenfell & Co in 1993. From 2000 to 2006, Mr Mackie was chief executive of the British Venture Capital Association and was a partner in Parallel Private Equity LLP until 2011. He was, until 2013, chairman of Henderson Private Equity Investment Trust PLC, until 2014, a director of Baronsmead VCT PLC and, until September 2018, the senior independent director at Mithras Investment Trust PLC. Mr Mackie is currently a partner in Mithras Capital Partners LLP and chairman of the advisory boards at Amadeus and Angels Seed Fund and Amadeus IV Early Stage Fund. In the 2006 New Years Honours list he was awarded a CBE for services to business. 51 Governance report ![img-7.jpeg](img-7.jpeg) **Trudi Clark** Director Appointed 2019 Ms Trudi Clark was appointed a Director on 4 January 2019 and is also Chairperson of the Audit Committee. Ms Clark graduated in business studies and qualified as a chartered accountant with Robson Rhodes in Birmingham before moving to Guernsey in 1987. In Guernsey she joined KPMG, where she was responsible for an audit portfolio including some of the major financial institutions in Guernsey. After 10 years in public practice, Ms Clark was recruited by the Bank of Bermuda as head of European internal audit, later moving into corporate banking. In 1995 she joined Schroders in the Channel Islands as CFO and was promoted in 2000 to banking director and in 2003 to managing director. From 2006 to 2009, Ms Clark established a family office, specialising in alternative investments. From 2009 to 2018 she returned to public practice specialising in corporate restructuring services. Since 2018, Ms Clark has held a portfolio of non-executive directorships, she is the audit chair of Taylor Maritime Investments and a non-executive director of NB Private Equity Partners Ltd where she is a member of the audit committee and chairs the remuneration, nomination and management engagement committees. Ms Clark also holds a personal fiduciary licence issued by the GFSC and acts as non-executive director and consultant to one high net worth family. ![img-8.jpeg](img-8.jpeg) **Richard Holmes** Director Appointed 2021 Mr Richard Holmes was appointed a Director on 2 September 2021. Mr Holmes completed a BSc in Economics at London School of Economics and then a Masters at Warwick University. He worked in various marketing roles at Unilever in London, Paris and Milan from 1983 to 1995. He then moved to Boots Plc where he was marketing director and launched the Boots Advantage Card and set up Boots.com. In 2007, he moved to Guernsey to join the board of Specsavers Optical Group as group marketing director. He retired from full time work in 2018. He currently holds various non-executive positions, including Moorfields Eye Hospital and Citizens Advice Guernsey. All the Directors are members of the Audit Committee with the exception of Dr Yueh. All Directors are members of the Nomination Committee. 52 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Investment Manager The Company has appointed Baillie Gifford & Co BasedinEdinburgh it is one of the leading privately- Limited, a wholly-owned subsidiary of Baillie Gifford owned investment management firms in the UK, with & Co, as Investment Manager and as Alternative 58partners. Investment Fund Manager (the ‘Investment Manager’ Baillie Gifford has a dedicated Private Companies or ‘Baillie Gifford’). Baillie Gifford and Co Limited has investment team of 10 investors. In addition, delegated portfolio management services to Baillie BaillieGifford has a further 12 investors who Gifford Overseas Limited. Baillie Gifford & Co is an research and invest in both private and public investment management firm formed in 1927 out of companies. BaillieGifford’s Private Company the legal firm Baillie & Gifford, WS which had been investors are supported by a team of specialist deal involved in investment management since 1908. lawyers, valuation analysts and other operational Baillie Gifford is one of the largest investment trust staff to ensure that the investments are monitored managers in the UK and, as well as Schiehallion, atall stages from pre-buy to ongoing relations with currently manages twelve investment trusts the companies. together with investment portfolios on behalf of Baillie Gifford & Co Limited, Baillie Gifford & Co and pension funds, charities and other institutional Baillie Gifford Overseas Limited are all authorised clients, bothin the UK and overseas. Funds and regulated by the Financial Conduct Authority. under management or advice of Baillie Gifford totalled around £206 billion as at 21 March 2025. Peter is the Head of Private Companies at Baillie Gifford. He joined thefirm in 2010 and became a partner in 2022. He graduated BA inPhilosophy, Politics and Economics in 2008 and MA in Philosophy in2009, both from the University of Durham. Peter Singlehurst Portfolio Manager Robert joined the firm in 2015 and is an investment manager in the Private Companies Team. He graduated BA (Hons) in Philosophy, Politics and Economics from the University of Oxford in 2014. Robert Natzler Deputy Manager 53 Governance report ## Directors’ report The Directors present their Listing status reporttogether with the Since the Company’s ordinary shares were admitted audited Financial Statements to trading on the Specialist Fund Segment of the of the Company for the year to London Stock Exchange, a regulated market, on 31January 2025. 27 March 2019, the Company is subject to the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the London Stock Exchange’s Admission and Disclosure Standards. Corporate governance The Corporate Governance report is set out on pages 60 to 66 and forms part of this report. Investment Manager The Company has appointed Baillie Gifford & Co Limited as its Investment Manager (the ‘Investment Manager’ or ‘Baillie Gifford’). As the entity appointed to be responsible for risk management and portfolio management, the Investment Manager has also been appointed as the Company’s Alternative Investment Fund Manager (‘AIFM’). Baillie Gifford & Co Limited has delegated portfolio management services to Baillie Gifford Overseas Limited. The Investment Management Agreement is terminable on not less than six months’ notice. Compensation fees would only be payable in respect of the notice period if termination by the Company were to occur within a shorter notice period. Under the terms of the Investment Management Agreement and with effect from the date the Company’s ordinary shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, the Investment Manager is entitled to an annual fee of: 0.9% on the net asset value excluding cash or cash equivalent assets up to and including US$650million; 0.8% on the net asset value excluding cash or cash equivalent assets exceeding US$650 million up to and including US$1.3 billion; and 0.7% on the net asset value excluding cash or cash equivalent assets exceeding US$1.3 billion. Management fees are calculated and payable quarterly. 54 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited The Board is of the view that calculating the fee with The Administrator is entitled to receive a fixed reference to performance would be unlikely to exert annual fee of £79,990 (exclusive of goods and a positive influence on performance. services tax), payable quarterly in arrears. This fee is subject to an annual increase in line with The Board as a whole fulfils the functions of the Guernsey RPI. The Administrator is also entitled to Management Engagement Committee. The Board reimbursement of reasonable costs, expenses and considers the Company’s investment management disbursements properly incurred. arrangements and administration arrangements (detailed below) on a continuing basis and a formal Depositary review is conducted at least annually. In accordance with the Alternative Investment The Board considers, amongst others, the following Fund Managers Directive, the AIFM must appoint a topics in its review: Depositary to the Company. The Bank of New York • the quality of the personnel assigned to handle Mellon (International) Limited has been appointed theCompany’s affairs; as the Company’s Depositary. The Depositary’s responsibilities include cash monitoring, safe • the investment process and the results achieved keeping of the Company’s financial instruments, todate; and verifying ownership and maintaining a record • the administrative services provided by the of other assets and monitoring the Company’s Investment Manager. compliance with investment limits and leverage requirements. The custody function is also Following the most recent review, it is the opinion undertaken by The Bank of New York Mellon of the Directors that the continuing appointment of (International) Limited. Baillie Gifford & Co Limited as Investment Manager and AIFM and the delegation of the portfolio management services to Baillie Gifford Overseas Directors Limited, on the terms agreed, is in the interests The names and biographical details of the Board of the Company and the shareholders as a whole members who served on the Board as at the year due to the strength of the investment management end and up to the date the Financial Statements | team, the Investment Manager’s commitment to | were signed can be found on pages 51 and 52. | | --- | --- | | the investment funds sector and the quality of the | The Corporate Governance Code requires that | | administrative function. | all Directors be subject to annual election by | shareholders. As a result, the Directors will retire Administrator atthe Annual General Meeting on 22 May 2025 andoffer themselves for re-election. Following a Alter Domus (Guernsey) Limited has been appointed formal performance evaluation, the Chairperson as Administrator, Secretary and Designated confirms that the Board members consider that Manager of the Company (the ‘Administrator’). The theirperformance continues to be effective and Administrator is responsible for certain aspects of thatthey remain committed to the Company. the day-to-day administration and general secretarial TheBoard therefore recommends their re-election functions of the Company in conjunction with the toshareholders. Investment Manager (including but not limited to the maintenance of the Company’s statutory records). 55 Governance report ## Director indemnification and insurance The Company has entered into qualifying third-party deeds of indemnity in favour of each of its Directors. The deeds, which were in force during the year ended 31 January 2025 and up to the date of approval of this Report, cover any liabilities that may arise to a third party, other than the Company, for negligence, default or breach of trust or duty. The Directors are not indemnified in respect of liabilities to the Company, any regulatory or criminal fines, any costs incurred in connection with criminal proceedings in which the Director is convicted or civil proceedings brought by the Company in which judgement is given against him/her. In addition, the indemnity does not apply to any liability to the extent that it is recovered from another person. The Company maintains Directors' and Officers' liability insurance. ## Conflicts of interest Directors must inform the Chairperson in advance of any changes to their commitments and interests. Each Director submits a list of potential conflicts of interest at each Board meeting. The Board considers these carefully, taking into account the circumstances surrounding them when deciding whether or not the potential conflicts should be authorised. Having considered the lists of potential conflicts, there were no situations which gave rise to a direct or indirect interest of a Director which conflicted with the interests of the Company. ## Dividends The ordinary shares carry a right to receive dividends. Given the nature of the Company's investments, the Company does not expect to pay dividends in the foreseeable future. If any dividends or distributions are made, they will at all times be subject to compliance with the solvency test prescribed by Guernsey law. ## Share capital ### Capital structure The Company's capital structure, as at 31 January 2025, consisted of 1,024,738,907 ordinary shares of US$1 each (2024 – 1,029,898,907 ordinary shares of US$1 each). The shares are subject to transfer restrictions and forced transfer provisions for investors in the United States and certain other jurisdictions. ## Capital entitlement On a winding up, after meeting the liabilities of the Company, the surplus assets of the respective share classes will be paid to shareholders in proportion to their respective shareholdings. ## Voting Each shareholder present in person or by proxy is entitled to one vote on a show of hands and, on a poll, to one vote for every share held. Restrictions on voting apply to those shareholders who are subject to restrictions under the United States Bank Holding Company Act of 1956 (BHCA restricted holder) and may apply to those shareholders who are pension plans subject to section 11 of Schedule III to the Pension Benefits Standards Regulations, 1985 (Canada) (CPP Certifying Shareholder). It is recommended that each shareholder give consideration to the Company's Articles of Incorporation and their rights thereunder when considering whether they may be subject to restricted voting rights. Information on the deadlines for proxy appointments can be found on pages 108 to 110. ## Major interests disclosed in the Company's shares | Name | No. of ordinary shares held at 31 January 2025 | % of issue | | --- | --- | --- | | Florida Retirement System Trust Fund (Direct) | 190,900,000 | 18.6 | | Baillie Gifford & Co (Indirect) | 101,543,085 | 9.9 | | RBC Canadian Master Trust (Indirect) | 84,000,772 | 8.2 | The number of ordinary shares listed above is calculated using the latest TR 1 filings for the ordinary shares. There have been no other changes to the major interests in the Company's shares intimated up to 21 March 2025. 56 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Directors’ interests 2025 for US$4,246,000 (2024 – 2,601,000 shares bought back for US$1,851,000) and in the The Directors are not required to hold shares in period from 1February 2025 to 21 March 2025 theCompany. The Directors at the end of the year afurther 2,750,000 shares were bought back under review, and their interests in the Company are forUS$2,959,000. shown in the following table. There have been no changes intimated in the Directors’ interests up to 465,000 shares were held in treasury at 31 January 21March 2025. 2025 (31 January 2024 – nil). At 21March 2025 3,215,000 shares were held in treasury. Ordinary shares | | | held at | Annual General Meeting | | --- | --- | --- | --- | | Nature of | 31 January | | | | interest | | 2025 | The Notice of Annual General Meeting is on | pages105 to 107. An outline of certain resolutions L Yueh Beneficial 44,573 being proposed is provided below. J Mackie Beneficial 91,278 T Clark Beneficial 60,808 Resolution 9 – Market purchases of shares R Holmes Beneficial 54,801 bytheCompany The Directors are seeking shareholders’ approval Issuance of shares and share buybacks at the 2025 Annual General Meeting to renew By way of a special resolution dated 15 March 2019 the authority to make market purchases of up the Directors had a general authority to allot up to to 153,196,137 ordinary shares representing 720 million ordinary shares or C shares, such figure approximately 14.99% of the Company’s ordinary to include the ordinary shares issued at the initial shares in issue as at 21March 2025, being the placing. 477,250,000 ordinary shares were issued latest practicable date prior to publication of this at the Company’s initial placing, with a further document (or, if less, up to 14.99% of the ordinary 23,180,002 ordinary shares subsequently issued. shares in issue (excluding treasury shares) on The Company had the ability to issue a further the date on which the resolution is passed), such 219,569,998 ordinary shares under this authority authority to expire at the Annual General Meeting which expired on 15 March 2024. ofthe Company to be held in 2026. At the Annual General Meeting held on 10 May 2024 Share buybacks may be made principally: the Directors were granted shareholders’ approval i. to enhance net asset value for continuing to disapply the pre-emption rights in respect of shareholders by purchasing shares at a discount the issue of up to 102,882,390 ordinary shares or to the prevailing net asset value; and Cshares or the sale of 102,882,390 ordinary shares or C shares held as treasury shares of the Company ii. to address any imbalance between the supply of for a period concluding immediately prior to the and the demand for the Company’s shares that Annual General Meeting of the Company to be held results in a discount of the quoted market price in 2029 (or, if earlier, five years from the date of tothe published net asset value per share. passing such shareholders’ resolution). iii. as a capital allocation decision due to At the last Annual General Meeting, the Company discountlevels. was granted authority to purchase up to 154,145,753 The Company may hold bought back shares in ordinary shares (equivalent to 14.99% of its issued treasury and then: share capital at 10 May 2024), such authority to expire at the 2025 Annual General Meeting. i. sell such shares (or any of them) for cash; or In the year to 31 January 2025, no ordinary shares ii. cancel the shares (or any of them). were issued (2024 – nil) and over the period from Shares will only be re-sold from treasury at a 1 February 2025 to 21 March 2025, no ordinary premium to net asset value per ordinary share. shares were issued. 5,160,000 shares were bought back during the year ended 31 January 57 Governance report In accordance with the UK Listing Rules, the Recommendation maximum price (excluding expenses) that may The Board considers each resolution being proposed be paid on the exercise of the authority must not at the Annual General Meeting to be in the best exceed the higher of: interests of the Company and its shareholders as i. 5% above the average closing price on the a whole and it unanimously recommends that all London Stock Exchange of an ordinary share shareholders vote in favour of them. overthe five business days immediately preceding the date of purchase; and Financial instruments ii. an amount equal to the higher of the price of The Company’s financial instruments comprise the last independent trade of an ordinary share its investment portfolio, US Treasury Bills, cash and the highest current independent bid for an balances and debtors and creditors that arise ordinary share on the trading venue where the directly from its operations such as sales and purchase is carried out. purchases awaiting settlement and accrued income. The financial risk management objectives and The minimum price (exclusive of expenses) that may policies arising from its financial instruments and be paid will be the nominal value of an ordinary share. theexposure of the Company to risk are disclosed Purchases of shares will be made within guidelines innote 16 to the Financial Statements. established, from time to time, by the Board. Articles of Incorporation Resolution 10 – Adoption of New Articles ofIncorporation The Company’s Articles of Incorporation may onlybeamended by special resolution at ageneral Resolution 10 of the Notice of Annual General meeting of shareholders. Meeting, which will be proposed as a special resolution, seeks shareholder approval for the adoption of new Articles of Incorporation (the ‘New Disclosure of information to Auditor Articles’). As permitted by section 153(2) of The The Directors confirm that so far as each of Companies (Guernsey) Law, 2008, the Board is the Directors is aware there is no relevant audit proposing to amend article 122(5) of the existing information of which the Company’s Auditor is Articles of Incorporation so as to allow the Directors unaware and the Directors have taken all the steps (acting in their entire discretion) to determine thatthey ought to have taken as Directors in order the location of board meetings rather than, as is to make themselves aware of any relevant audit currently the case, the location of the meeting being information and to establish that the Company’s deemed to take place from where the Chairperson Auditor is aware of that information. participates at the start of the meeting. A summary of these amendments being introduced in the New Articles is set out in the appendix to the Notice of AGM (see page 110). 58 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Independent Auditor The Auditor, KPMG Channel Islands Limited, appointed upon the Company’s incorporation, iswillingto continue in office. Resolutions concerning KPMG Channel Islands Limited’s reappointment and remuneration will be submitted to the Annual General Meeting. Greenhouse gas emissions and Streamlined Energy and Carbon Reporting (‘SECR’) All of the Company’s activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic report and Directors’ reports) Regulations 2013. For the reasons set out above, the Company considers itself to be a low energyuser and, therefore, is not required to disclose energy and carbon information under the SECR regulations. Bribery The Company has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Investment Manager also adopts a zero tolerance approach and has policies and procedures in place to prevent bribery. Tax evasion The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion. Subsequent events The Directors confirm that there have been no events after the reporting date which require adjustment of, or disclosure in, the Financial Statements or notes thereto up to 25 March 2025. On behalf of the Board Dr Linda Yueh CBE Chairperson 25 March 2025 59 Governance report ## Corporate ## governance report The Board is committed to Compliance achieving and demonstrating The Board confirms that the Company has complied high standards of corporate throughout the year under review with the relevant governance. The Board has provisions and recommendations of the AIC Code with taken note of the Code of the exception that the Company does not have a separate Corporate Governance issued internal audit function as explained on page 68. by the Guernsey Financial Services Commission (the The Board ‘Guernsey Code’). The Guernsey The Board has overall responsibility for the Company’s Code provides a governance affairs. It has a number of matters formally reserved for its framework for GFSC licensed approval including strategy, investment policy, currency entities, authorised and collective hedging, gearing, treasury matters, dividend and corporate investment schemes. Companies governance policy. A separate strategy session is held reporting in compliance with the annually. The Board also reviews the Financial Statements, UK Corporate Governance Code investment transactions, and performance of the Company. (the ‘UK Code’) or The Association Full and timely information is provided to the Board to enable of Investment Companies Code of the Board to function effectively and to allow Directors to Corporate Governance (the ‘AIC discharge their responsibilities. Code’) are deemed to satisfy the provisions of the Guernsey Code. As at 31 January 2025 the Board comprised four Directors This statement outlines how the all of whom are non-executive. The Chairperson, Dr Linda principles of the AIC Code were Yueh, is responsible for organising the business of the Board, applied throughout the financial ensuring its effectiveness and setting its agenda. The Board year ended 31 January 2025. The reviews its composition annually. Company intends to comply with The executive responsibilities for investment management the AIC Code for the year ended have been delegated to the Company’s Alternative Investment 31 January 2026. The AIC Code Fund Manager (‘AIFM’), Baillie Gifford & Co Limited, and in can be found at theaic.co.uk. the context of a Board comprising entirely Non-Executive Directors, there is no chief executive officer. Mr John Mackie is the Company’s Senior Independent Director (‘SID’). MrMackie is available to shareholders if they have concerns notproperly addressed by the Chairperson. The SID leads the Chairperson’s appraisal. The Directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the Directors, including their relevant experience, can be found on pages 51 and 52. There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s expense. 60 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Board of Directors Comprises independent non-executive Directors Chairperson: Linda Yueh Senior Independent Director: John Mackie Audit Nomination Committee Committee Chairperson: Trudi Clark Chairperson: Linda Yueh Purpose: The primary Purpose: The main purpose purpose of the Company’s of the Nomination Audit Committee is to Committee is to oversee provide oversight of the Board recruitment and financial reporting process, succession planning as well the audit process, as Board appraisals theCompany’s system including identifying ofinternal controls trainingneeds. andcompliance with lawsand regulations. Key Third Party Service Providers Appointed by the Board Investment Manager and Alternative Investment Fund Manager: Baillie Gifford & Co Limited (wholly owned subsidiary of Baillie Gifford & Co) Dealing activity and transaction reporting: Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited Administrator, Secretary and Designated Manager Alter Domus (Guernsey) Limited The Bank of Computershare Winterflood KPMG Channel New York Mellon Investor Services Securities Limited Islands Limited (International) Limited (Guernsey) Limited Company Broker Auditor Depositary Registrar 61 Governance report Appointments to the Board Meetings The terms and conditions of Directors’ appointments There is an annual cycle of Board meetings which are set out in formal letters of appointment which is designed to address, in a systematic way, overall areavailable for inspection on request. strategy, review of investment policy, investment performance, premium/discount, dividend policy Under the provisions of the Company’s Articles of and communication with shareholders. The Board Incorporation, a Director appointed during the period considers that it meets sufficiently regularly to is required to retire and seek election by shareholders discharge its duties effectively. The following table at the next Annual General Meeting. In accordance shows the attendance record for the core Board and with the principles of the AIC Code, all Directors will Committee meetings held during the year ended offer themselves for re-election annually. 31January 2025 (various additional meetings were The reasons why the Board supports the re-election also held). of the Directors are set out on page55. Directors are not entitled to any termination payments in relation Directors’ attendance at meetings to their appointment. Board Audit Nomination valuations Board Committee Committee † meeting Independence of Directors All of the Directors are considered by the Board Number of meetings 4 3 2 2 to be independent of the Investment Manager and L Yueh* 4 3 1 2 the Administrator and free of any business or other J Mackie 4 3 2 2 relationship which could interfere with the exercise T Clark 4 3 2 2 of their independent judgement. R Holmes 4 3 2 2 The Directors recognise the importance of * Dr Yueh is not a member of the Audit Committee but has attended all succession planning for company boards and review meetings by invitation. the Board composition annually. The Board is of † An additional Nomination Committee was held in September 2024 in the view that length of service will not necessarily the absence of the Chairperson to discuss the significant vote against the re-election of the Chairperson at the 2024 Annual General Meeting compromise the independence or contribution due to concerns regarding her number of directorships. A review of Directors of an investment company, where was undertaken and the Committee remains satisfied that Dr Yueh is capable of devoting sufficient time to the Company. There have been no continuity and experience can be a benefit to significant changes to Dr Yueh's other commitments since 31 January theBoard. 2024. Her total number of mandates from her directorships continues to comply with the UK Corporate Governance Code. Following formal performance evaluation, the Board considers that each Director continues Nomination Committee tobeindependent in character and judgement and The Nomination Committee consists of the his/herskills and experience were a significant whole Board and the Chairperson of the Board is benefit to the Board. Chairperson of the Committee. The Committee meets on an annual basis and at such other Chairperson and Directors’ tenure timesas may be required. The Committee has The Nomination Committee has considered written terms of reference which include reviewing the question of tenure for directors, noting the the composition of the Board, identifying and provisions in the AIC Code, and has concluded that nominating new candidates for appointment to there should not be a set maximum time limit for theBoard, Board appraisal, succession planning aChairperson or Director to serve on the Board. and training. The Committee also considers whether The Nomination Committee keeps under review Directors should be recommended for re-election the balance of skills, knowledge, experience, by shareholders. The Committee is responsible for performance and length of service of the Directors considering Directors’ potential conflicts of interest ensuring the Board has the right combination of and for making recommendations to the Board on skills and preservation of knowledge and experience whether or not the potential conflicts should be balanced with the appointment of new Directors authorised. bringing in fresh ideas and perspective. The Committee’s terms of reference are available on request from the Company and on the Company’s website: schiehallionfund.com. 62 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Diversity The disclosures below are provided in respect ofthe UK Listing Rules targets that: i) 40% of a Appointments to the Board are made on merit with board should be women; ii) at least one senior role due regard for the benefits of diversity including should be held by a woman; and iii) at least one gender, social and ethnic backgrounds and cognitive board member should be from a non-white ethnic and personal strengths. The priority in succession background, as defined by the Office of National planning and appointing new Directors is to identify Statistics criteria. As an externally managed the candidates with the best range of skills and investment company with no chief executive officer experience to complement existing Directors. or chief financial officer, the roles which qualify as The Board will not display any bias for age, gender, senior under FCA guidance are Chair and Senior race, sexual orientation, religion, ethnic or national Independent Director (‘SID’). The Board also origins, disability or socioeconomic background in considers the Audit Committee Chair to represent a considering the appointment of its Directors. It is the senior role within this context (the Audit Committee Board’s policy to ensure that all appointments are Chair is not recognised as a senior position under made on the basis of merit against the specification the FCA guidance and therefore is not reflected prepared for each appointment. in the numerical disclosures below. The Audit The Board currently complies with the UK Listing Committee Chair is a woman). The Board has Rules diversity targets. The Board will endeavour to resolved that the Company’s year end date is the remain compliant with diversity targets in the future most appropriate date for disclosure purposes. but notes that an orderly succession plan can, when The composition of the Board is fifty percent female, implemented thoughtfully and having regard to the including the Chairperson who is from a minority best interests of the Company and its shareholders, ethnic background, which complies with the targets take a significant period of time to develop and outlined in the UK Listing Rules. The Board further may result in periods when the diversity targets includes one Director with a registered disability. arenotmet. All recruitment for new Board members will be through the use of an external recruitment agency, Board composition which will be engaged to undertake the selection of In order to fulfil its obligations, the Board recognises a list of suitable candidates for consideration and the importance of having a range of skilled and approval by the Board. The external recruitment experienced Directors, balancing the benefits of agency will be asked to put forward candidates with length of service and knowledge of the Company the desired skill set and also with a diverse range of with the desirability of ensuring regular refreshment characteristics. The Board will take the Listing Rule of the Board. The Board reviews its composition diversity targets and any other best practice matters annually. into account when determining the appropriateness of a candidate and final appointment. Board gender identity as at 31 January 2025 Number of Number of Percentage senior positions Board Members of the Board on the Board * Men 2 50% 1 Women 2 50% 1 Prefer not to say – – – Board ethnic background as at 31 January 2025 Number of Number of Percentage senior positions Board Members of the Board on the Board * White British or other White (including minority-white groups) 3 75% 1 Asian/Asian British 1 25% 1 Prefer not to say – – – * The Board Chairperson and SID, being senior positions in accordance with the UK Listing Rules. The Board also considers the Audit Committee Chair to be a senior position (not reflected in these disclosures). The Audit Committee Chair is a woman. 63 Governance report Performance evaluation Internal controls and risk management An appraisal of the Chairperson, each Director and The Directors acknowledge their responsibility a performance evaluation and review of both the for the Company’s risk management and Board as a whole and of the individual Committees internal controls systems and for reviewing their was carried out by the Nomination Committee effectiveness. The systems are designed to manage during the year. After inviting each Director and rather than eliminate the risk of failure to achieve the Chairperson to consider and respond to an business objectives and can only provide reasonable evaluation questionnaire, the performance of each but not absolute assurance against material Director was appraised by the Chairperson and misstatement or loss. theChairperson’s appraisal was led by Mr Mackie The Board confirms that there is a continuing the Company’s Senior Independent Director. process for identifying, evaluating and managing The appraisals and evaluations considered, the significant risks faced by the Company in amongst other criteria, the balance of skills of the accordance with the FRC ‘Guidance on Risk Board, training and development requirements, the Management, Internal Control and Related Financial contribution of individual Directors and the overall and Business Reporting’. effectiveness of the Board and its Committees. The practical measures in relation to the design, Following the process, it was concluded that the implementation and maintenance of control policies performance of each Director, the Chairperson, and procedures to safeguard the Company’s theBoard and its Committees continues to assets and to manage its affairs properly, including be effective and each Director, including the the maintenance of effective operational and Chairperson, remains committed to the Company. compliance controls have been delegated to the Investment Manager and Administrator. A review of the Chairperson’s and other Directors’ commitments was carried out and the Nomination The Board oversees the functions delegated to the Committee is satisfied that they are capable of Investment Manager and Administrator and the devoting sufficient time to the Company. There were controls managed by the AIFM in accordance with no significant changes to the Chairperson’s other the Alternative Investment Fund Managers Directive commitments during the year ended 31 January 2025. (as detailed below). Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s Induction and training permanent risk function provide the Audit Committee with regular reports on their monitoring programmes. New Directors are provided with an induction The reporting procedures for these departments programme which is tailored to the particular are defined and formalised within a service level circumstances of the appointee. During the year agreement. Baillie Gifford & Co conducts an ended 31 January 2025, briefings on industry and annual review of its system of internal controls regulatory matters were provided to the Board by which is documented within an internal controls the Investment Manager and Administrator. Directors report which complies with ISAE 3402 – Assurance receive other relevant training as necessary. Reports on Controls at a Service Organisation. This report is independently reviewed by Baillie Remuneration Gifford & Co’s auditor and a copy is submitted to the As all the Directors are non-executive, there is AuditCommittee. no requirement for a separate Remuneration A report identifying the principal and emerging Committee. Directors’ fees are considered by risks faced by the Company and the key controls theBoard as a whole within the limits approved employed to manage these risks is reviewed by the byshareholders. The Company’s policy on Audit Committee at each Audit Committee meeting. remuneration is set out in the Directors’ remuneration report on pages 70 to 72. These procedures ensure that consideration is given regularly to the nature and extent of risks facing the Audit Committee Company and that they are being actively monitored. Where changes in risk have been identified during The report of the Audit Committee is set out on the period they also provide a mechanism to assess pages 67 to 69. whether further action is required to manage theserisks. 64 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited The Directors confirm that they have reviewed the The risk limits, which are set by the AIFM and effectiveness of the Company’s risk management approved by the Board, take into account the and internal controls systems which accord with objectives, strategy and risk profile of the portfolio. the FRC ‘Guidance on Risk Management, Internal These limits, including leverage (see page 112) are Control and Related Financial and Business monitored and the sensitivity of the portfolio to key Reporting’ and they have procedures in place to risks is undertaken periodically as appropriate to review their effectiveness on a regular basis. No ascertain the impact of changes in key variables significant weaknesses were identified in the year in the portfolio. Exceptions from limits monitoring under review and up to the date of this Report. and stress testing undertaken by Baillie Gifford’s Business Risk Department are escalated to the The Board confirms that these procedures have AIFMand reported to the Board along with any been in place throughout the Company’s financial remedial measures being taken. year and continue to be in place up to the date of approval of this Report. Going concern To comply with the Alternative Investment Fund In accordance with The Financial Reporting Council’s Managers Directive, The Bank of New York Mellon guidance on going concern and liquidity risk, the (International) Limited acts as the Company’s Directors have undertaken a rigorous review of the Depositary and Baillie Gifford & Co Limited as Company’s ability to continue as a going concern. itsAIFM. In undertaking this review the Board has considered The Depositary’s responsibilities include cash the Company’s principal risks and uncertainties, monitoring, safe keeping of the Company’s financial as set out on pages 41 to 45, and in particular instruments, verifying ownership and maintaining considered the impact of heightened market a record of other assets and monitoring the volatility due to macroeconomic and geopolitical Company’s compliance with investment limits and concerns. Liquidity stress testing has been carried leverage requirements. The Depositary is liable for out and having done so the Board does not believe the loss of financial instruments held in custody. The the Company’s going concern status is affected. Depositary will ensure that any delegate segregates the assets of the Company. The Company’s The Company maintains sufficient cash balances Depositary also acts as the Company’s Custodian. to enable it to meet its liabilities as they fall due. The Custodian prepares reports on its key controls Inmanaging the Company’s assets, the Investment and safeguards which are independently reviewed Manager will seek to ensure that the Company by KPMG LLP. The reports are reviewed by Baillie holdsat all times a proportion of assets that is Gifford’s Business Risk Department and a summary sufficiently liquid to enable it to discharge its of the key points is reported to the Audit Committee payment obligations. and any concerns are investigated. Accordingly, the Financial Statements have been The Depositary provides the Audit Committee with prepared on the going concern basis as it is the areport on its monitoring activities. Directors’ opinion, having assessed the principal and emerging risks and other matters set out in The AIFM has established a permanent risk the Viability Statement on page 46 which assesses management function to ensure that effective risk the prospects of the Company over a period of five management policies and procedures are in place years, that the Company will continue in operational and to monitor compliance with risk limits. The AIFM existence for a period of at least twelve months from has a risk management policy which covers the risks the date of approval of these Financial Statements. associated with the management of the portfolio, and the adequacy and effectiveness of this policy isreviewed and approved at least annually. This review includes the risk management processes andsystems and limits for each risk area. 65 Governance report Relations with shareholders The Company has given discretionary voting powers to Baillie Gifford & Co. The Investment Manager The Board places great importance on communication votes against resolutions it considers may damage with shareholders. The Company’s Investment shareholders’ rights or economic interests. Manager meets regularly with shareholders and their representatives and reports shareholders’ The Investment Manager, Baillie Gifford & Co, are views to the Board. The Chairperson and Senior signatories to the United Nations Principles for Independent Director are available to meet with Responsible Investment and the CDP and is also shareholders as appropriate. Shareholders wishing a member of the Asian Corporate Governance to communicate with any member of the Board may Association and International Corporate Governance do so by writing to them at the Company’s registered Network. office or through the Company’s broker, Winterflood Securities Limited (see contact details on page 117). Climate change The Company’s Annual General Meeting provides The Board recognises that climate change poses a forum for communication with all shareholders. aserious threat to our environment, our society and These communication opportunities help inform to economies and companies around the globe. the Board when considering how best to promote Addressing the underlying causes is likely to result the success of the Company for the benefit of all in companies that are high emitters of carbon facing shareholders over the long term. The level of proxies greater societal and regulatory scrutiny and higher lodged for each resolution will be announced at costs to account for the true environmental impact the Annual General Meeting and will be published of their activities. The Investment Manager’s pursuit on the Company’s website schiehallionfund.com of long-term growth opportunities typically involves subsequent to the meeting. Shareholders and investment in entrepreneurial, disruptive and potential investors may obtain up-to-date information technology-driven businesses. These companies are on the Company atschiehallionfund.com. often capital-light with a low carbon footprint. The Investment Manager believes that carbon footprint Corporate governance and stewardship metrics in isolation are unhelpful. As 72.9% of the Company’s net assets are in private companies there The Company believes that it is in the shareholders’ is insufficient data available to calculate the carbon interests to consider environmental, social intensity of theportfolio. and governance (‘ESG’) factors when selecting and retaining investments and has asked the The Company's Task Force on Climate-Related Investment Manager to take these issues into Financial Disclosures (‘TCFD’) Climate Report account as long asthe investment objectives are isavailable on the Company's website at not compromised. The Investment Manager does schiehallionfund.com. This report is a means not exclude companies from its investment universe by which the portfolio’s carbon footprint and purely on the grounds of ESG factors but adopts exposure to climate risk are measured and a positive engagement approach whereby matters reported. Companies disclosing their emissions and are discussed with management with the aim of communicating emissions plans will be a helpful improving the relevant policies and management place from which to begin more useful discussions systems and enabling the Investment Manager to with management teams, industry experts and consider how ESG factors could impact long-term regulators. investment returns. The Investment Manager’s statement of compliance with the UK Stewardship Code can be found on the Investment Manager’s website at bailliegifford.com. The Investment Manager’s policy has been reviewed and endorsed by the Board. The Company’s approach to ESG is On behalf of the Board set out on pages 15 to 17. The Investment Manager Dr Linda Yueh CBE has considered the Sustainable Finance Disclosure Chairperson Regulation (‘SFDR’) and further details can be found 25 March 2025 on page 114. 66 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Audit ## Committee report The Company’s Audit Committee The Committee’s authority and duties are clearly is chaired by Ms Trudi Clark, defined within its written terms of reference which andmeets twice a year or more are available on request from the Administrator and often if required. Ms Clark is a on the Company’s website at schiehallionfund.com. Chartered Accountant. The Board Theterms of reference are reviewed annually. considers that the members The Committee’s effectiveness is reviewed on an oftheAudit Committee have annual basis as part of the Board’s performance the requisite financial skills evaluation process. and experience to fulfil the responsibilities of the Audit At least once a year the Committee meets with Committee. The Committee theexternal Auditor without any representative consists of all the Directors, ofthe Investment Manager being present. except for Dr Yueh. Although notamember of the Committee, Main activities of the Committee Dr Yueh was invited to and KPMG Channel Island Limited (‘KPMG’) attended attended all the Committee’s two Audit Committee meetings held during the meetings during the year. year along with the meeting held on 21 March 2025 to approve the Annual Report and Financial Statements. Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s permanent risk function provided reports on their monitoring programmes at both meetings held during the year. The matters considered, monitored and reviewed by the Committee covering the year ended 31 January 2025 include the following: • the interim results announcement and the Interim Report; • the Company’s accounting policies and practices and the implementation of the Investment Manager’s Valuation Policy for investments in private companies; • the regulatory changes impacting the Company; • the fairness, balance and understandability of the Annual Report and Financial Statements and whether it provided the information necessary for shareholders to assess the Company’s performance, business model and strategy; 67 Governance report • the effectiveness of the Company’s internal The Investment Manager agreed the holdings control environment; in certificated form to confirmations from the Company’s Custodian and holdings of uncertificated • appointment/reappointment, remuneration and private company investments were agreed to terms of engagement of the external Auditor; confirmations from the relevant investee companies. • the policy on the engagement of the external Auditor to supply non-audit services; Listed investments Investments in quoted securities have market • the independence and objectivity of the external prices which are readily available from independent Auditor; external pricing sources. The Committee reviewed • the need for the Company to have its own internal the Investment Manager’s Report on Internal audit function; Controls which details the controls in place • internal controls reports received from the regarding the recording and pricing of investments. Investment Manager and Custodian; and The Investment Manager agreed the prices of all the • the arrangements in place within the Investment listed investments at 31 January 2025 to external Manager and Administrator whereby their staff price sources and the holdings were agreed to may, in confidence, raise concerns about possible confirmations from the Company’s Custodian or improprieties in matters of financial reporting or Transfer Agent. other matters. Other matters Internal audit The Committee reviewed the Investment Manager’s Report on Internal Controls which details the The Committee continues to believe that the controls in place regarding the complete and compliance and internal controls systems and the accurate recording of investment income. internal audit function in place within the Investment Manager provides sufficient assurance that a At the meeting held on 25 March 2025, the sound system of internal control, which safeguards Investment Manager and external Auditor confirmed shareholders’ investment and the Company’s assets, to the Committee that they were not aware of is maintained. An internal audit function specific to any material misstatements in the context of the Company is therefore considered unnecessary. the Financial Statements as a whole and that the Financial Statements are in accordance with Financial reporting applicable law and accounting standards. The Committee considers that the most significant Internal controls and risk management area of risk likely to impact the Financial Statements The Committee reviewed the effectiveness of is the valuation of private company investments the Company’s risk management and internal as they represent 72.9% of the Company’s net controls systems as described on pages 64 and 65. assets and since the valuation of these investments Nosignificant weaknesses were identified in the requires the use of estimates, assumptions and period under review. judgements. External auditor Private company investments To fulfil its responsibility regarding the independence The Committee reviewed the Investment Manager’s of the external Auditor, the Committee reviewed: valuation approach for investments in private | companies (as described in note 1(e) on page 85) | • | the Auditor | ’s audit strategy for the financial year | | --- | --- | --- | --- | | and approved the valuations of the private company | | ended 31 January 2025 which included a report | | | investments following a detailed review of the | | from the Auditor describing their arrangements | | | valuation of each investment and relevant challenge | | to manage auditor independence and received | | | where appropriate. | | confirmation of their independence; and | | 68 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited • the extent of non-audit services provided by The Committee is satisfied that the Auditor is the external Auditor. There were no non-audit independent and effective for the purposes services provided by the external Auditor in the ofthisyear’s audit. year to 31January 2025. The non-audit fees in There are no contractual obligations restricting the previous year to31 January 2024 paid to theCommittee’s choice of external Auditor. KPMG Channel Islands Limited were for providing procedural services related to the conversion Accountability and audit of the Company’s C shares. The fees charged The respective responsibilities of the Directors for these services were US$21,000 (see note 4 and the Auditor in connection with the Financial on page 88). The Committee does not believe Statements are set out on pages 73 to 79. this impaired the Auditor’s independence and confirmed the services provided are permitted under the non-audit services policy of the Company. To assess the effectiveness of the external Auditor, On behalf of the Board the Committee had detailed discussions with Ms Trudi Clark audit personnel to challenge audit processes and Audit Committee Chairperson deliverables. 25 March 2025 To fulfil its responsibility for oversight of the externalaudit process the Committee considered and reviewed: • the Auditor’s engagement letter; • the Auditor’s proposed audit strategy; • the audit fee; and • a report from the Auditor on the conclusion oftheaudit. KPMG Channel Islands Limited was appointed asthe Company’s Auditor, by the Directors, upon the Company’s incorporation. The audit partner responsible for the audit is to be rotated at least every five years in accordance with professional and regulatory standards in order to protect independence and objectivity and to provide fresh challenge to the business. Mr Barry Ryan isthe lead audit partner and has held the role for one year and will continue as audit partner until theconclusion of the 2029 audit. KPMG Channel Islands Limited has confirmed thatit believes it is independent within the meaning of regulatory and professional requirements and that the objectivity of the audit partner and staff isnotimpaired. 69 Governance report ## Directors’ ## remuneration report Statement by the Chairperson The Directors’ remuneration policy is subject to shareholder approval every three years or sooner if an alteration to the policy is proposed. The remuneration policy, which is set out below, was last approved at the Annual General Meeting in May 2023 and no changes are proposed to the policy at the Annual General Meeting to be held in 2025. Directors’ fees are increased in line with inflation annually. A resolution to amend the aggregate limit for Directors’ fees will be put to shareholders as and when required. Directors’ remuneration policy The Board is composed wholly of non-executive Directors, none of whom has a service contract with the Company. There is no separate remuneration committee and the Board as a whole considers changes to Directors’ fees from time to time. The Board’s policy is that the remuneration of Directors should be set at a reasonable level that is commensurate with the duties and responsibilities of the role and consistent with the requirement to attract and retain Directors of the appropriate quality and experience. The Board believes that the fees paid to the Directors should reflect the experience of the Board as a whole, be fair and should take account of the level of fees paid by comparable investment companies. Baillie Gifford & Co Limited provides comparative information when the Board considers the level of Directors’ fees. The Board also receives advice from independent companies, for instance, Trust Associates, which produces an annual report on Directors’ fees for the sector. Any views expressed by shareholders on the fees being paid to Directors will be taken into consideration by the Board when reviewing the Board’s policy on remuneration. 70 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Non-executive Directors are not eligible for any Statement of voting at Annual General other remuneration or benefits apart from the Meeting reimbursement of allowable expenses. There are no At the Annual General Meeting held on 12 May performance conditions relating to Directors’ fees 2023, being the last date at which the the Directors' and there are no long-term incentive schemes or remuneration policy was tabled for approval by the pension schemes. There is no notice period and no shareholders, of the proxy votes received 96.7% compensation is payable on loss of office. were in favour, 3.3% were against and no votes were withheld. Limits on Directors’ remuneration The fees for the non-executive Directors are Expected fees Fees for per annum for the year payable quarterly in arrears and are determined | | year ending | | | | ended | | | --- | --- | --- | --- | --- | --- | --- | | within the limit set out in the Company’s Articles | 31 January | | | 31 January | | | | of Incorporation, which is currently £430,000 | | 2026 | | | 2025 | | | | | | £ | | | £ | per annum in aggregate. Any change to this limit requires shareholder approval by way of an ordinary L Yueh (Chairperson) 94,350 90,300 resolution. The limit was last increased at the 2024 J Mackie (Senior Independent 75,450 72,200 Annual General Meeting to provide flexibility to allow Director) for an increase in the number of Directors should T Clark (Audit Committee 78,900 75,500 the Board believe it to be appropriate as part of its Chairperson) long-term succession planning. R Holmes 62,900 60,200 The basic and additional annual fees payable to D Chiswell* – 13,712 Directors in respect of the year to 31 January 2025 311,600 311,912 and the expected fees payable in respect of the year ending 31 January 2026 are set out in the following Total aggregate annual fees that 430,000 430,000 table. The fees payable to the Directors in the can be paid to the Directors in any year under the Directors’ subsequent financial periods are subject to annual Remuneration Policy, as set out increases in line with inflation. in the Company’s Articles of Incorporation * D Chiswell resigned from the Board on 22 April 2024. Annual report on remuneration An ordinary resolution for the approval of this report will be put to the members at the forthcoming Annual General Meeting. 71 Governance report Directors’ remuneration for the year The Directors who served during the year ended 31 January 2025 received the following remuneration in the form of fees and benefits. This represents the entire remuneration paid to the Directors. | | For the year ended | | | | For the year ended | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2025 | | | | 31 January 2024 | | | | | | Fees | | Total | | Fees | | Total | | | Name | | £ | | £ | | £ | | £ | L Yueh (Chairperson) 90,300 90,300 90,300 90,300 J Mackie (Senior Independent Director) 72,200 72,200 72,200 72,200 D Chiswell (resigned 22 April 2024) 13,712 13,712 60,200 60,200 T Clark (Audit Committee Chairperson) 75,500 75,500 75,500 75,500 R Holmes 60,200 60,200 60,200 60,200 311,912 311,912 358,400 358,400 * No other remuneration or compensation was paid or is payable by the Company during the period to any of the Directors, other than travel expenses ofUS$12,000 (2024 – US$9,000). Annual percentage change in remuneration Directors’ service details This represents the annual percentage change inthe entire remuneration paid to the Directors. | | | | | | | | | Date of | | Due date | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Name | appointment | | for re-election | | | | % from | % from | % from | % from | % from | | | | | | | | 2024 | 2023 | 2022 | 2021 | 2020 | L Yueh 4 January 2019 AGM in 2025 | | | | | | Name | to 2025 | to 2024 | to 2023 | to 2022 | to 2021 | | | | | | J Mackie 4 January 2019 AGM in 2025 L Yueh nil 9.4 43.8 27.5 (1.1) T Clark 4 January 2019 AGM in 2025 J Mackie nil 9.4 50.5 33.3 nil R Holmes 2 September 2021 AGM in 2025 D Chiswell* nil 9.4 36.0 – – T Clark nil 9.4 48.3 32.9 (5.7) Approval R Holmes* nil 9.4 36.0 – – The Report on remuneration on pages 70 to 72 was | | | † | | † | | approved by the Board of Directors and signed on its | | --- | --- | --- | --- | --- | --- | --- | | Total Directors’ | nil 9.4 80.5 | | 60.7 | | (2.3) | | | remuneration | | | | | | behalf on 25 March 2025. | | * R Holmes and D Chiswell were appointed to the Board on 2 September | | | | | | | 2021. D Chiswell resigned from the Board on 22 April 2024. The fees for Directors who were in service for part of an accounting period have been annualised in order to provide the above annual percentage change. † Total Directors’ remuneration percentage change is greater than the increases at individual Director level as it reflects the change in overall Directors’ remuneration and is not adjusted for appointments/ retirements. Dr Linda Yueh CBE Chairperson Relative importance of spend on pay The table below shows the actual expenditure (fees and benefits) during the year in relation to Directors’ remuneration and distributions to shareholders. | | | 2025 | | 2024 | Change | | | --- | --- | --- | --- | --- | --- | --- | | Name | US$’000 | | US$’000 | | | % | | Directors’ | | 312 358 (12.8) | | | | | remuneration Share 4,246 1,851 129.4 buybacks 72 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Statement of Directors’ ## responsibilities in respect of the Annual Report and the Financial Statements The Directors are responsible for preparing Theyareresponsible for such internal control as the Annual Report and Financial Statements in they determine is necessary to enable the accordance with applicable law and regulations. preparation ofFinancial Statements that are free from material misstatement, whether due to fraud or Company law requires the Directors to prepare error, and have general responsibility for taking such Financial Statements for each financial year. Under steps as are reasonably open to them to safeguard that law they have elected to prepare the Financial the assets of the Company and to prevent and Statements in accordance with International detect fraud and other irregularities. Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors are responsible for the maintenance and integrity of the corporate and financial Under company law, the Directors must not approve information included on the Company’s website. the Financial Statements unless they are satisfied Legislation in Guernsey governing the preparation that they give a true and fair view of the state of and dissemination of Financial Statements may affairs of the Company and of its profit or loss for differ from legislation in other jurisdictions. that period. In preparing these Financial Statements, the Directors Responsibility Statement of the Directors in are required to: Respect of the Annual Report and Financial Statements • select suitable accounting policies and then applythem consistently; We confirm to the best of our knowledge: • the Financial Statements, prepared in accordance • make judgements and estimates that are with the applicable set of accounting standards, reasonable and prudent; give a true and fair view of the assets, liabilities, • state whether applicable accounting standards financial position and profit or loss of the have been followed, subject to any material Company; and departures disclosed and explained in the • the Strategic report includes a fair review of the Financial Statements; development and performance of the business • assess the Company’s ability to continue and the position of the issuer, together with a asagoing concern, disclosing as applicable, description of the principal risks and uncertainties matters relating to going concern; and they face. • use the going concern basis of accounting unless We consider the Annual Report and Financial they either intend to liquidate the Company or to Statements, taken as a whole, is fair, balanced cease operations, or have no realistic alternative and understandable and provides the information but to do so. necessary for shareholders to assess the Company’s position and performance, business model and The Directors are responsible for keeping proper strategy. accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensurethat its Financial Statements comply with theCompanies (Guernsey) Law, 2008. On behalf of the Board Dr Linda Yueh CBE 25 March 2025 73 ## Financial ## report The Financial Statements for the year to 31 January 2025 set out on pages 80 to 83 together with the accompanying notes on pages84 to 103 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Schiehallion Fund Limited ## Independent ## Auditor’s report to the members of The Schiehallion Fund Limited Our opinion is unmodified Key audit matters: our assessment of the We have audited the financial statements of risks of material misstatement The Schiehallion Fund Limited (the “Company”), Key audit matters are those matters that, in our which comprise the statement of financial professional judgment, were of most significance position as at 31 January 2025, the statements in the audit of the financial statements and include of comprehensive income, changes in equity and the most significant assessed risks of material cash flows for the year then ended, and notes, misstatement (whether or not due to fraud) comprising material accounting policies and other identified by us, including those which had the explanatoryinformation. greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing In our opinion, the accompanying financial the efforts of the engagement team. These matters statements: were addressed in the context of our audit of the • give a true and fair view of the financial position financial statements as a whole, and in forming our of the Company as at 31 January 2025, and of the opinion thereon, and we do not provide a separate Company’s financial performance and cash flows opinion on these matters. In arriving at our audit for the year then ended; opinion above, the key audit matter was as follows (unchanged from 2024): • are prepared in accordance with International Financial Reporting Standards; and • comply with the Companies (Guernsey) Law, 2008. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Company in accordance with, UK ethical requirements including the FRC Ethical Standard as required by the Crown Dependencies’ Audit Rules and Guidance. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion. 75 Financial report The risk Our response Valuation of private Basis: Our audit procedures included but were not company investments The Company’s investments are classified, limited to: recognised and measured at fair value through US$ 999,607,000 (2024 – Internal Controls: profit or loss in accordance with IFRS 9. Private US$ 869,709,000) We evaluated the design and implementation of company investments represent 73% of the the controls in place in relation to the valuation of Refer to the Audit Company’s net assets as at 31 January 2025. the Company’s private company investments. Committee Report on pages The directors review and challenge the valuation The Investment Manager and Valuation Agent’s 67 to 69 of the Annual of private company investments proposed by valuation reports Report, note 1 (d), 1 (e), Baillie Gifford & Co Limited (the ‘Investment • we held discussions with the Investment 7 and 16 of the financial Manager’). The Investment Manager’s investment Manager and Valuation Agent and attended, in statements valuation policy applies techniques consistent an observation capacity, a meeting of the Board with the International Private Equity and of Directors of the Company, to understand the Venture Capital Valuation (‘IPEV’) Guidelines valuation approach; 2022. In assessing fair value the Investment • we assessed the scope of the services provided Manager considers information provided by by the Valuation Agent and read the private their independent third party valuation firm (the company valuation reports prepared by them ‘Valuation Agent’). together with the private company investment valuation memoranda produced by the Risk: Investment Manager; and The valuation of the Company’s private company investments is a significant risk area of our audit, • we assessed the objectivity, capability and given that they represent a significant portion of competence of the Valuation Agent the net assets of the Company. Challenging management’s assumptions and The valuation of the Company’s private company inputs including use of our KPMG valuation investments incorporates a risk of error given specialist: the significance of estimates and judgements For a risk-based sample of private company that may be involved in the determination of their investments, with the support of our KPMG fairvalue. valuation specialist, we: On the basis of the above we determined that the • assessed the reasonableness and valuation of private company Investments have appropriateness of the valuation approach and a high degree of estimation uncertainty giving methodology applied; rise to a potential range of reasonable outcomes • benchmarked the assumptions used in the greater than our materiality for the financial valuations to observable market data; statements as a whole. The financial statements • obtained an understanding of how the impact disclose in note 16 the sensitivities estimated by of global economic factors and the resultant the Company. increase in uncertainty have been reflected in the valuations; and • corroborated material investee company inputs and recent investment transactions used in the valuations to supporting documentation. Assessing disclosures: We also considered the Company’s disclosures (see notes 1 (d) and 16) in relation to the use of estimates and judgements relating to the valuation of private company investments and the Company’s investment valuation policies adopted in note 1 (e) and fair value disclosures in note 7 for compliance with International Financial Reporting Standards. 76 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited Our application of materiality and an We considered whether this risk could plausibly affect the liquidity in the going concern period by overview of the scope of our audit comparing severe, but plausible downside scenarios Materiality for the financial statements as a whole that could arise from this risk against the level was set at $27,400,000, determined with reference of available financial resources indicated by the to a benchmark of net assets of $1,369,957,000, Company’s financial forecasts. of which it represents approximately 2.0% We considered whether the going concern (2024:2.0%). disclosure in note 1 (a) to the financial statements In line with our audit methodology, our procedures gives a full and accurate description of the directors’ on individual account balances and disclosures assessment of going concern. were performed to a lower threshold, performance Our conclusions based on this work: materiality, so as to reduce to an acceptable level the risk that individually immaterial misstatements • we consider that the directors’ use of the going in individual account balances add up to a material concern basis of accounting in the preparation of amount across the financial statements as a whole. the financial statements is appropriate; Performance materiality for the Company was • we have not identified, and concur with the set at 75% (2024: 75%) of materiality for the directors’ assessment that there is not, a material financial statements as a whole, which equates to uncertainty related to events or conditions that, $20,550,000. We applied this percentage in our individually or collectively, may cast significant determination of performance materiality because doubt on the the Company’s ability to continue as we did not identify any factors indicating an elevated a going concern for the going concern period; and level of risk. • we found the going concern disclosure in the We reported to the Audit Committee any corrected notes to the financial statements to be acceptable. or uncorrected identified misstatements exceeding $1,370,000, in addition to other identified However, as we cannot predict all future events or misstatements that warranted reporting on conditions and as subsequent events may result in qualitative grounds. outcomes that are inconsistent with judgements that were reasonable at the time they were made, Our audit of the Company was undertaken to the the above conclusions are not a guarantee that the materiality level specified above, which has informed Company will continue in operation. our identification of significant risks of material misstatement and the associated audit procedures Fraud and breaches of laws and regulations performed in those areas as detailed above. – ability to detect Going concern Identifying and responding to risks of material The directors have prepared the financial statements misstatement due to fraud on the going concern basis as they do not intend to To identify risks of material misstatement due liquidate the Company or to cease its operations, to fraud (“fraud risks”) we assessed events or and as they have concluded that the Company’s conditions that could indicate an incentive or financial position means that this is realistic. They pressure to commit fraud or provide an opportunity have also concluded that there are no material to commit fraud. Our risk assessment procedures uncertainties that could have cast significant doubt included: over its ability to continue as a going concern for at • enquiring of management as to the Company’s least a year from the date of approval of thefinancial policies and procedures to prevent and detect statements (the “going concern period”). fraud as well as enquiring whether management In our evaluation of the directors’ conclusions, we have knowledge of any actual, suspected or considered the inherent risks to the Company’s alleged fraud; business model and analysed how those risks might • reading minutes of meetings of those charged with affect the Company’s financial resources or ability to governance; and continue operations over the going concern period. The risk that we considered most likely to affect the • using analytical procedures to identify any unusual Company’s financial resources or ability to continue or unexpected relationships. operations over this period was the availability of capital to meet operating costs and other financial commitments. 77 Financial report As required by auditing standards, we perform enquiry of management and inspection of regulatory procedures to address the risk of management and legal correspondence, if any. Therefore if a override of controls, in particular the risk that breach of operational regulations is not disclosed to management may be in a position to make us or evident from relevant correspondence, an audit inappropriate accounting entries. On this audit will not detect that breach. we do not believe there is a fraud risk related to revenue recognition because the Company’s Context of the ability of the audit to detect fraud or revenue streams are simple in nature with respect to breaches of law or regulation accounting policy choice, and are easily verifiable Owing to the inherent limitations of an audit, there is to external data sources or agreements with little or an unavoidable risk that we may not have detected no requirement for estimation from management. some material misstatements in the financial Wedid not identify any additional fraud risks. statements, even though we have properly planned and performed our audit in accordance with auditing We performed procedures including standards. For example, the further removed • Identifying journal entries and other adjustments non-compliance with laws and regulations is from to test based on risk criteria and comparing any the events and transactions reflected in the financial identified entries to supporting documentation; statements, the less likely the inherently limited and procedures required by auditing standards would identify it. • incorporating an element of unpredictability in our audit procedures. In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may Identifying and responding to risks of material involve collusion, forgery, intentional omissions, misstatement due to non-compliance with laws and misrepresentations, or the override of internal regulations controls. Our audit procedures are designed We identified areas of laws and regulations that to detect material misstatement. We are not could reasonably be expected to have a material responsible for preventing non-compliance or fraud effect on the financial statements from our and cannot be expected to detect non-compliance sector experience and through discussion with with all laws and regulations. management (as required by auditing standards), and from inspection of the Company’s regulatory Other information and legal correspondence, if any, and discussed with The directors are responsible for the other management the policies and procedures regarding information. The other information comprises compliance with laws and regulations. Asthe the information included in the annual report but Company is regulated, our assessment of risks does not include the financial statements and our involved gaining an understanding of the control auditor’s report thereon. Our opinion on the financial environment including the entity’s procedures for statements does not cover the other information and complying with regulatory requirements. we do not express an audit opinion or any form of The Company is subject to laws and regulations that assurance conclusion thereon. directly affect the financial statements including In connection with our audit of the financial financial reporting legislation and taxation legislation statements, our responsibility is to read the other and we assessed the extent of compliance with information and, in doing so, consider whether the these laws and regulations as part of our procedures other information is materially inconsistent with the on the related financial statement items. financial statements or our knowledge obtained The Company is subject to other laws and in the audit, or otherwise appears to be materially regulations where the consequences of misstated. If, based on the work we have performed, non-compliance could have a material effect on we conclude that there is a material misstatement of amounts or disclosures in the financial statements, this other information, we are required to report that for instance through the imposition of fines or fact. We have nothing to report in this regard. litigation or impacts on the Company’s ability to operate. Weidentified financial services regulation as being the area most likely to have such an effect, recognising the regulated nature of the Company’s activities and its legal form. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to 78 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited | We have nothing to report on other matters | The purpose of this report and restrictions | | --- | --- | | on which we are required to report by | on its use by persons other than the | | exception | Company’s members, as a body | | We have nothing to report in respect of the following | This report is made solely to the Company’s | | matters where the Companies (Guernsey) Law, 2008 | members, as a body, in accordance with section 262 | | requires us to report to you if, in our opinion: | of the Companies (Guernsey) Law, 2008. Our audit | work has been undertaken so that we might state • the Company has not kept proper accounting to the Company’s members those matters we are records; or required to state to them in an auditor’s report and • the financial statements are not in agreement with for no other purpose. To the fullest extent permitted the accounting records; or by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s • we have not received all the information and members, as a body, for our audit work, for this explanations, which to the best of our knowledge report, or for the opinions we have formed. and belief are necessary for the purpose of our audit. Respective responsibilities Directors’ responsibilities Barry Ryan For and on behalf of KPMG Channel Islands Limited As explained more fully in their statement set out Chartered Accountants and Recognised Auditors on page 73, the directors are responsible for: the Guernsey preparation of the financial statements including 25 March 2025 being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. 79 Financial report ## Statement of ## comprehensive ## income For the year ended 31 January | | | 2025 | | 2025 | | 2025 | | 2024 | | 2024 | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Revenue | | | Capital | | Total | Revenue | | | Capital | | Total | | Notes | US$’000 | | US$’000 | | US$’000 | | US$’000 | | US$’000 | | US$’000 | | Gains on investments 7 – 158,543 158,543 – 69,768 69,768 Currency gains – 15 15 – 75 75 Income 2 7,509 - 7,509 8,211 – 8,211 Investment management fee 3 (9,562) - (9,562) (8,152) – (8,152) Other administrative expenses 4 (1,956) - (1,956) (1,263) – (1,263) Operating profit/(loss) before (4,009) 158,558 154,549 (1,204) 69,843 68,639 taxation Tax on ordinary activities 10 – 517 517 – (834) (834) Profit/(loss) and total comprehensive (4,009) 159,075 155,066 (1,204) 69,009 67,805 income/(loss) forthe year attributable to ordinary shareholders Earnings/(loss) per (0.39¢) 15.49¢ 15.10¢ (0.12¢) 6.69¢ 6.57¢ ordinary share The total column of this statement represents the Statement of Comprehensive Income of the Company. The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies. All revenue and capital items in this statement derive from continuing operations. The accompanying notes on pages 84 to 103 are an integral part of the Financial Statements. 80 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited # Statement of financial position ## As at 31 January | | Notes | 2025 US$'000 | 2025 US$'000 | 2024 US$'000 | 2024 US$'000 | | --- | --- | --- | --- | --- | --- | | **Non-current assets** | | | | | | | Investments held at fair value through profit or loss | 7 | | 1,290,450 | | 1,043,781 | | **Current assets** | | | | | | | US Treasury Bills | 16 | 77,334 | | 167,522 | | | Cash and cash equivalents | 16 | 6,118 | | 11,306 | | | Debtors | 8 | 1,427 | | 1,743 | | | | | 84,879 | | 180,571 | | | **Current liabilities** | | | | | | | Amounts falling due within one year | 9 | (5,055) | | (4,381) | | | **Net current assets** | | | **79,824** | | **176,190** | | **Non-current liabilities** | | | | | | | Amounts falling due after more than one year: | | | | | | | Provision for tax liability | 10 | | (317) | | (834) | | **Net assets** | | | **1,369,957** | | **1,219,137** | | **Capital and reserves** | | | | | | | Share capital | 11/12 | | 1,209,208 | | 1,213,903 | | Capital reserve | 12 | | 170,450 | | 15,621 | | Capital redemption reserve | 12 | | 7,296 | | 2,601 | | Revenue reserve | 12 | | (16,997) | | (12,988) | | **Ordinary shareholders' funds** | | | **1,369,957** | | **1,219,137** | | Net asset value per ordinary share | 13 | | 133.69¢ | | 118.37¢ | | Number of ordinary shares in issue | 11 | | 1,024,738,907 | | 1,029,898,907 | The Financial Statements of The Schiehallion Fund Limited (Company registration number 65915) were approved and authorised for issue by the Board of Directors and were signed on 25 March 2025. Dr Linda Yueh CBE Chairperson The accompanying notes on pages 84 to 103 are an integral part of the Financial Statements. 81 Financial report ## Statement of ## changes in equity For the year ended 31 January 2025 Capital | | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | capital | reserve | | reserve | reserve | | | funds | | Notes | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | Shareholders’ funds at 1 February 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 Ordinary shares bought back 11/12 (4,695) (4,246) 4,695 – (4,246) Total comprehensive income/(loss) – 159,075 – (4,009) 155,066 Shareholders’ funds at 31 January 2025 1,209,208 170,450 7,296 (16,997) 1,369,957 For the year ended 31 January 2024 Capital | | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | capital | reserve | | reserve | reserve | | | funds | | Notes | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | Shareholders’ funds at 1 February 2023 1,216,503 (51,536) – (11,784) 1,153,183 Ordinary shares bought back 11/12 (2,600) (1,852) 2,601 – (1,851) Total comprehensive income/(loss) – 69,009 – (1,204) 67,805 Shareholders’ funds at 31 January 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 The accompanying notes on pages 84 to 103 are an integral part of the Financial Statements. 82 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited # Statement of cash flows ## For the year ended 31 January | | Notes | 2025 US$'000 | 2025 US$'000 | 2024 US$'000 | 2024 US$'000 | | --- | --- | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | | | Operating profit before taxation | | 154,549 | | 68,639 | | | US Treasury Bills interest | 2 | (6,705) | | (5,305) | | | Net gains on investments | | (158,543) | | (69,768) | | | Currency gains | | (15) | | (75) | | | Changes in debtors and creditors | | 910 | | 1,194 | | | **Net cash used in operating activities*** | | | **(9,804)** | | **(5,315)** | | **Cash flows from investing activities** | | | | | | | Acquisitions of US Treasury Bills | | (151,064) | | (201,508) | | | Disposals of US Treasury Bills | | 247,928 | | 176,088 | | | Acquisitions of investments | 7 | (121,914) | | (75,589) | | | Disposals of investments | 7 | 33,788 | | 73,608 | | | **Net cash used in investing activities** | | | **8,738** | | **(27,401)** | | **Cash flows from financing activities** | | | | | | | Ordinary shares bought back | 11/12 | (4,137) | | (1,852) | | | **Net cash outflow from financing activities** | | | **(4,137)** | | **(1,852)** | | **Net decrease in cash and cash equivalents** | | **(5,203)** | | **(34,588)** | | | Effect of exchange rate fluctuations on cash and cash equivalents | | 15 | | 75 | | | Cash and cash equivalents at 1 February | | 11,306 | | 45,799 | | | **Cash and cash equivalents at 31 January** | | | **6,118** | | **11,306** | \* Cash from operations includes interest received of US$412,000 (2024 – US$2,044,000). | | 2025 US$'000 | 2024 US$'000 | | --- | --- | --- | | **Cash and cash equivalents comprise the following:** | | | | Cash at bank | 6,118 | 11,306 | The accompanying notes on pages 84 to 103 are an integral part of the Financial Statements. 83 Financial report ## Notes to the ## Financial Statements The Schiehallion Fund Limited is a non-cellular investment In managing the Company’s assets, the Investment company limited by shares, registered and incorporated in Manager will seek to ensure that the Company holds at Guernsey under the Companies (Guernsey) Law, 2008 (the all times a proportion of assets that is sufficiently liquid to ‘Companies Law’) on 4 January 2019, with registration number enable it to discharge its payment obligations. 65915. The Company is a registered closed-ended investment Accordingly, the Financial Statements have been prepared scheme registered pursuant to the Protection of Investors on the going concern basis as it is the Directors’ opinion, (Bailiwick of Guernsey) Law, 2020 and the Registered Collective having assessed the principal risks and uncertainties, that Investment Scheme Rules 2021 issued by the Guernsey Financial the Company will continue in operational existence for a Services Commission. period of at least twelve months from the date of approval The Company’s shares are admitted to trading on the Specialist of these Financial Statements. Fund Segment of the Main Market of the London Stock Exchange. b. Functional and presentational currency The Company’s functional and presentational currency is 01 Principal accounting policies the US dollar. The US dollar is the functional currency as the Company has issued its share capital in US dollars, The Financial Statements for the year ended 31 January 2025 its shareholders are based globally and the Company’s have been prepared in accordance with International Financial investment policy has global reach. The Company’s Reporting Standards (‘IFRS’) as issued by the International performance is evaluated and its liquidity is managed in US Accounting Standards Board (‘IASB’). dollars. Therefore, the US dollar is considered the currency a. Basis of accounting that most closely represents the economic effects of the The Financial Statements have been prepared in underlying transactions, events and conditions. accordance with International Financial Reporting c. Basis of measurement Standards (‘IFRS’). The Financial Statements give a true The Financial Statements have been prepared under the and fair view and comply with the Companies (Guernsey) historical cost convention, adjusted for the revaluation of Law, 2008. Where presentational guidance set out in fixed asset investments at fair value through profit or loss. the Statement of Recommended Practice (‘SORP’) for Investment Companies issued by the Association of d. Accounting judgements, estimates and assumptions Investment Companies (‘AIC’) updated in July 2022 The preparation of the Financial Statements requires (the ‘AIC SORP’) is consistent with the requirements the use of estimates, assumptions and judgements. of IFRS, the Directors have sought to prepare the These estimates, assumptions and judgements affect the Financial Statements on a basis compliant with the reported amounts of assets and liabilities at the reporting recommendations of the SORP. date. While estimates are based on best judgement Going concern using information and financial data available, the actual outcome may differ from these estimates. The key In accordance with The Financial Reporting Council’s sources of estimation and uncertainty relate to the fair guidance on going concern and liquidity risk, the Directors valuation of the private company investments. have undertaken a rigorous review of the Company’s ability to continue as a going concern. Judgements In undertaking this review, the Board has considered The Directors consider that the preparation of the the Company’s principal risks and uncertainties, as set Financial Statements involves the following key out on pages 41 to 45. Liquidity stress testing has been judgements: carried out and having done so the Board does not believe i. the determination of the functional currency of the the Company’s going concern status is affected. The Company as US dollars (see rationale in 1(b) above); Company maintains sufficient cash balances to enable and itto meet its liabilities as they fall due. ii. the fair valuation of the private company investments. 84 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited The key judgements in the fair valuation process are: Assumptions The determination of fair value by the Investment i. the Investment Manager’s determination of the Manager involves key assumptions dependent upon the appropriate application of the International Private valuation technique used. As explained in 1(e) below, the Equity and Venture Capital Valuation (‘IPEV’) Guidelines primary technique applied under the IPEV Guidelines is 2022 to each private company investment; and the multiples approach. Where the multiples approach is ii. the Directors’ consideration of whether each fair value used the valuation process recognises also, as stated in is appropriate following detailed review and challenge. the IPEV Guidelines, that the price of a recent investment The judgement applied in the selection of the may be an appropriate calibration for estimating fair methodology used (see 1(e) below) for determining the value. The multiples approach involves subjective inputs fair value of each private company investment can have and therefore presents a greater risk of over or under a significant impact upon the valuation. estimation and particularly in the absence of a recent transaction. Estimates The key estimate in the Financial Statements is the The key assumptions for the multiples approach are determination of the fair value of the private company that the selection of comparable companies provides investments by the Investment Manager for consideration areasonable basis for identifying relationships between by the Directors. This estimate is key as it significantly enterprise value, revenue and growth to apply in the impacts the valuation of the private company investments determination of fair value. Other assumptions include: at the date of the Statement of Financial Position. The i. the discount applied for reduced liquidity versus listed fair valuation process involves estimation using subjective peers; inputs that are unobservable (for which market data is unavailable). The main estimates involved in the selection ii. the probabilities assigned to an exit being through of the valuation process inputs are: either an IPO or a company sale; and i. the selection of appropriate comparable companies iii. that the application of milestone analysis and industry in order to derive revenue multiples and meaningful benchmark indices are a reasonable basis for applying relationships between enterprise value, revenue and appropriate adjustments to the valuations. earnings growth. Comparable companies are chosen Valuations are cross-checked for reasonableness to onthe basis of their business characteristics and alternative multiples-based approaches or benchmark growth patterns; index movements as appropriate. ii. the selection of a revenue metric (either historical e. Investments orforecast); The Company’s investments are classified, recognised iii. the application of an appropriate discount factor and measured at fair value through profit or loss in to reflect the reduced liquidity of private company accordance with IFRS 9. Changes in fair value of companies versus their listed peers; investments and gains and losses on disposal are recognised as capital items in the Statement of iv. the estimation of the probability assigned to an exit Comprehensive Income. being through an initial public offering (‘IPO’) or a company sale; Recognition and initial measurement v. the selection of an appropriate industry benchmark Purchases and sales of investments are accounted for on index to assist with the valuation validation or the a trade date basis. Expenses incidental to purchase and application of valuation adjustments, particularly in the sale are written off to capital at the time of acquisition or absence of established earnings or closely comparable disposal. All investments are designated as valued at fair peers; and value through profit or loss upon initial recognition and are measured at subsequent reporting dates at fair value. vi. the calculation of valuation adjustments derived from milestone analysis (i.e. incorporating operational Measurement and valuation success against the plan/forecasts of the business Listed investments intothe valuation). The fair value of listed security investments is bid value, Fair value estimates are cross-checked to alternative or, in the case of holdings on certain recognised overseas estimation methods where possible to improve the exchanges, at last traded prices depending on the custom robustness of the estimates. As the valuation outcomes of the relevant exchange. may differ from the fair value estimates a price sensitivity Private company investments analysis is provided in Other Price Risk Sensitivity in Private company investments are valued at fair value by note 16 on pages 98 to 101 to illustrate the effect on the the Directors following a detailed review and appropriate Financial Statements of an over or under estimation of the challenge of the valuations proposed by the Investment unobservable inputs used in the estimation of fair values. Manager. The Investment Manager’s private company The risk of an over or under estimation of fair values investment valuation policy applies techniques consistent is greater when methodologies are applied using more with the IPEV Guidelines. subjective inputs. 85 Financial report The techniques applied are predominantly market-based Derecognition approaches. The market-based approaches available Financial assets are derecognised when the contractual under the IPEV Guidelines are set out below and are rights to cash flows from the asset expire or the Company followed by an explanation of how they are applied to transfers the financial assets and substantially all of the theCompany’s private companies portfolio: risks and rewards of ownership have been transferred. • Multiples; On derecognition of a financial asset, the difference between the weighted average carrying amount of the • Industry Valuation Benchmarks; and asset (or the carrying amount allocated to the proportion • Available Market Prices. of the asset derecognised), and the consideration received (including new asset obtained less any liability The nature of the private company portfolio currently assumed), is recognised in profit and loss. will influence the valuation technique applied. The valuation approach recognises that, as stated in the Financial liabilities are derecognised when the contractual IPEV Guidelines, the price of a recent investment, obligations are discharged, cancelled or expired. if resulting from an orderly transaction, generally Gains and losses represents fair value as at the transaction date and may be an appropriate starting point for estimating fair Gains and losses on investments, including those value at subsequent measurement dates. However, arising from foreign currency exchange differences, consideration is given to the facts and circumstances arerecognised in the Statement of Comprehensive as at the subsequent measurement date, including Income ascapital items. changes in the market or performance of the investee The Investment Manager monitors the investment company. Milestone analysis is used where appropriate portfolio on a fair value basis and uses the fair value to incorporate the operational progress of the investee basis for investments in making investment decisions company into the valuation. Additionally, the background andmonitoring financial performance. to the transaction must be considered. As a result, various Multiples-based techniques are employed to f. US treasury bills assess the valuations particularly in those companies with Assets that are held in order to collect contractual established revenues. Discounted cashflows are used cash flows that are solely payments of principal and where appropriate. An absence of relevant industry peers interest are measured at amortised cost. These assets may preclude the application of the Industry Valuation are subsequently measured at amortised cost using Benchmarks technique and an absence of observable theeffective interest rate method less impairment prices may preclude the Available Market Prices approach. recognised using the expected credit loss method. All valuations are cross-checked for reasonableness by Asat 31 January 2025 impairment recognised was nil employing relevant alternative techniques. (31January 2024 – nil). The private company investments are valued according g. Cash and cash equivalents to a three monthly cycle of measurement dates. The fair Cash and cash equivalents include cash in hand and value of the private company investments will be reviewed deposits repayable on demand. Deposits are repayable before the next scheduled three monthly measurement on demand if they can be withdrawn at any time without date on the following occasions: notice and without penalty or if they have a maturity or • at the year end and half year end of the Company; and period of notice of not more than one working day. • where there is an indication of a change in fair value as h. Financial liabilities defined in the IPEV guidelines (commonly referred to as ‘trigger’ events). Bank loans and overdrafts are classified as loans and are initially recorded at the proceeds received net of direct A trigger event may include any of the following: costs and subsequently measured at amortised cost. • a subsequent round of financing by the investee i. Income company; i. Income from equity investments is brought into account • a secondary transaction involving the investee on the date on which the investments are quoted ex- company where there is sufficient information dividend or, where no ex-dividend date is quoted, when available to enable an assessment of the nature of the the Company’s right to receive payment is established. transaction; • a recent material change in the current or expected ii. If scrip dividends are taken in lieu of dividends in financial and/or operational performance of the cash, the net amount of the cash dividend declared investee company; is credited to the revenue account. Any excess in the value of the shares received over the amount of the • a material milestone achieved or missed by the investee cash dividend foregone is recognised as capital. company; • a change in the management personnel of the investee iii. Special dividends are treated as repayments of capital company; or income depending on the facts of each particular case. • a material change in the market environment in which the investee company operates; or iv. Overseas dividends include the taxes deducted at • a material change in market indices or economic source. indicators. 86 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited v. Interest receivable on bank deposits is recognised on n. Capital redemption reserve an accruals basis. The nominal value of ordinary share capital repurchased and cancelled is transferred out of called-up share capital vi. Interest from fixed interest securities is recognised on and into the capital redemption reserve. an effective interest rate basis. Where income returns are for a non-fixed amount, the impact of these returns o. Revenue reserve on the effective interest rate is recognised once such Income and expense items of a revenue nature are returns are known. If there is reasonable doubt that a included in the Revenue Reserve after being recognised in return will be received, its recognition is deferred until the Statement of Comprehensive Income. Any dividends that doubt is removed. paid by the Company would be funded from this reserve. j. Expenses p. Single segment reporting All expenses are accounted for on an accruals basis. The chief operating decision maker is the Board of Expenses are charged through the revenue column of Directors. The Directors are of the opinion that the the Statement of Comprehensive Income except where: Company is engaged in a single segment of business, (i) they relate directly to the acquisition or disposal of an being investment business, consequently no segmental investment (transaction costs), in which case they are analysis is presented. recognised as capital within losses/gains on investments; and (ii) they relate directly to the buyback/issuance of q. Treasury shares shares, in which case they are added to the buyback cost The Company has the authority to make market purchases or deducted from the share issuance proceeds. of its ordinary shares for retention as treasury shares for future reissue, resale, transfer or cancellation. Treasury k. Taxation shares do not receive distributions and the Company The Company has applied for and been granted is not entitled to exercise the voting rights attaching to exemption from liability to income tax in Guernsey under them. Treasury shares have no impact on the share capital the Income Tax (Exempt Bodies) (Guernsey) Ordinance, unless they are subsequently cancelled at which point 1989 in Guernsey for the current period. The exemption they would reduce the Company's ordinary share capital. must be applied for annually and will be granted, subject to the payment of an annual fee, which is currently fixed r . New and revised Standards at £1,600 (2024 - £1,200) per applicant, provided the The following standards, amendments to standards or Company qualifies for exemption under the applicable interpretations are effective for periods beginning on legislation. 1 January 2024. The impact of these standards is not material to the reported results and financial position It is the intention of the Directors to conduct the affairs ofthe Company. ofthe Company so as to ensure that it continues to qualify for exempt company status for the purposes • Classification of liabilities as current or non-current ofGuernsey taxation. The Company may be subject to (Amendments to IAS 1), effective 1 January 2024 withholding tax on any dividend income. Capital gains • Non-current Liabilities with Covenants – Amendments tax is payable on realised investment gains in certain to IAS 1 and Classification of Liabilities as Current jurisdictions – see note 10 for details of the tax provision orNon-current – amendments to IAS 1, effective recognised in the year. 1January 2024 l. Foreign currencies • IFRS S1 – General Requirements for Disclosure of Sustainability-related Financial Information and IFRS Transactions involving foreign currencies other than US S2 Climate-related Disclosures (The implementation dollars are converted at the rate ruling at the time of the and the effective dates of IFRS Sustainability transaction. Assets and liabilities in such currencies are Disclosure Standards are subject to local regulation). translated at the closing rates of exchange at the date of the Statement of Financial Position. Any gain or loss The impact of these standards is not expected to be arising from a change in exchange rate subsequent to material to the reported results and financial position the date of the transaction is included as an exchange ofthe Company. gain or loss in the capital reserve or revenue reserve as appropriate. Foreign exchange movements on investments New and amended standards and interpretations not are included in the Statement of Comprehensive Income applied in these Company’s Financial Statements (issued within gains or losses on investments. but not yet effective) • IFRS 18 Presentation and Disclosure in Financial m. Capital reserve Statements replacing IAS 1 Presentation of Financial Gains and losses on disposal of investments, changes Statements, effective 1 January 2027 in the fair value of investments held and realised and • Lack of Exchangeability – Amendments to IAS 21 unrealised foreign exchange differences of a capital nature are dealt with in this reserve after being recognised • Classification and Measurement of Financial in the Statement of Comprehensive income. Purchases Instruments (Amendments to IFRS 9 and IFRS 7) of the Company’s own shares may be funded from The impact of these standards is not expected to be thisreserve. material to the reported results and financial position of the Company. 87 Financial report 02 Income 2025 2024 US$’000 US$’000 US Treasury Bill interest 6,705 5,305 Overseas interest 392 862 Deposit interest 412 2,044 Total income 7,509 8,211 03 Investment management fee | | | 2025 | | 2024 | | --- | --- | --- | --- | --- | | | US$’000 | | US$’000 | | | Investment Management fee 9,562 | | | | 8,152 | Details of the Investment Management Agreement are set out on page 54. Under the terms of the Investment Management Agreement and with effect from the date the Company’s ordinary shares were admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange, the Investment Manager is entitled to an annual fee (exclusive of VAT, which shall be added where applicable) of: 0.9% on the net asset value excluding cash or cash equivalent assets up to and including US$650 million; 0.8% on the net asset value excluding cash or cash equivalent assets exceeding US$650 million up to and including US$1.3 billion; and 0.7% on the net asset value excluding cash or cash equivalent assets exceeding US$1.3 billion. Management fees are calculated and payable quarterly. For the purpose of calculating the investment management fee, cash equivalents include US Treasury Bills. 04 Other administrative expenses 2025 2024 US$’000 US$’000 General administrative expenses 944 275 Administrator’s fee 112 105 Auditor’s remuneration for audit and non-audit services 260 296 Directors’ fees 395 450 Depositary and custody fees 144 108 Registrar fees 39 29 Marketing* 62 – 1,956 1,263 * The Company is part of a marketing programme which includes all the investment trusts managed by the Investment Manager. The marketing strategy has an ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy is borne in partnership by the Company and the Investment Manager. The Investment Manager matches the Company’s marketing contribution and provide the resource to manage and run the programme. In the year to 31 January 2025 there was nil (31 January 2024 – US$21,000) paid to the Auditor, KPMG Channel Islands Limited, in respect of non-audit services (included within ‘General administrative expenses’ above). The non-audit fees incurred in the year to 31 January 2024 of US$21,000 were related to the engagement of KPMG Channel Islands Limited to verify that the C share conversion ratio was calculated correctly and in accordance with the prospectus. 05 Earnings per share Year ended Year ended 31 January 2025 31 January 2024 Ordinary shares US$’000 ¢ US$’000 ¢ Revenue return on ordinary activities after taxation (4,009) (0.39) (1,204) (0.12) Capital return on ordinary activities after taxation 159,075 15.49 69,009 6.69 Profit and total comprehensive income for the year 155,066 15.10 67,805 6.57 Weighted average number of ordinary shares in issue 1,027,245,710 1,032,208,365 88 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## 06 Ordinary dividends There were no dividends paid or proposed in respect of the year to 31 January 2025 (2024 – nil). ## 07 Financial instruments ### Fair value hierarchy The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment in its entirety as follows: **Level 1** – using unadjusted quoted prices for identical instruments in an active market; **Level 2** – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and **Level 3** – using inputs that are unobservable (for which market data is unavailable). The valuation techniques used by the Company are explained in the accounting policies on pages 85 and 86. Transfers between levels of the fair value hierarchy take place when the criteria for recognition in another level are met, such as the listing of an investment. | As at 31 January 2025 | Level 1 US$'000 | Level 2 US$'000 | Level 3 US$'000 | Total US$'000 | | --- | --- | --- | --- | --- | | Listed equities | 290,843 | – | – | 290,843 | | Private company ordinary shares/warrants | – | – | 280,083 | 280,083 | | Private company preference shares* | – | – | 712,041 | 712,041 | | Private company convertible promissory notes | – | – | 7,483 | 7,483 | | Total financial asset investments | 290,843 | – | 999,607 | 1,290,450 | | As at 31 January 2024 | Level 1 US$'000 | Level 2 US$'000 | Level 3 US$'000 | Total US$'000 | | --- | --- | --- | --- | --- | | Listed equities | 174,072 | – | – | 174,072 | | Private company ordinary shares/warrants | – | – | 172,693 | 172,693 | | Private company preference shares* | – | – | 684,298 | 684,298 | | Private company convertible promissory notes | – | – | 12,718 | 12,718 | | Total financial asset investments | 174,072 | – | 889,709 | 1,043,781 | * The investments in preference shares are not classified as equity holdings as they include liquidation preference rights that determine the repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take-over. During the year ended 31 January 2025, the investment in Tempus AI with a book cost of $18,468,000 and a fair value (IPO price) of US$32,858,000 was transferred from Level 3 to Level 1 on becoming listed. During the prior year the investment in Oddity with a fair value (IPO price) of US$11,800,000 was transferred from Level 3 to Level 1 on becoming listed. Investments in securities are financial assets held at fair value through profit or loss. In accordance with IFRS 13, the table above provides an analysis of these investments based on the fair value hierarchy described above, which reflects the reliability and significance of the information used to measure their fair value. 89 Financial report 07 Financial instruments (continued) Private | Listed | | company | | | | --- | --- | --- | --- | --- | | | securities | securities | | Total | | | US$000 | US$000 | US$000 | | Cost of investments at 1 February 2024 143,614 903,733 1,047,347 Investment holding gains and losses at 1 February 2024 30,458 (34,024) (3,566) Fair value of investments at 1 February 2024 174,072 869,709 1,043,781 Movements in the period: Purchases at cost † – 121,914 121,914 Sales – proceeds †  (1,405) (32,383) (33,788) – loss on disposal (26,583) (39,224) (65,807) Changes in categorisation 18,468 (18,468) – Changes in investment holding gains and losses 126,291 98,059 224,350 Fair value of investments at 31 January 2025 290,843 999,607 1,290,450 Cost of investments at 31 January 2025 134,094 935,572 1,069,666 Investment holding gains and losses at 31 January 2025 156,749 64,035 220,784 Fair value of investments at 31 January 2025* 290,843 999,607 1,290,450 Private | Listed | | company | | | | --- | --- | --- | --- | --- | | | securities | securities | | Total | | | US$000 | US$000 | US$000 | | Cost of investments at 1 February 2023 158,283 863,244 1,021,527 Investment holding gains and losses at 1 February 2023 (39,265) (10,230) (49,495) Fair value of investments at 1 February 2023 119,018 853,014 972,032 Movements in the period: Purchases at cost † 3,675 71,914 75,589 Sales – proceeds †  (34,813) (38,795) (73,608) – gains on disposal 6,469 17,370 23,839 Changes in categorisation 10,000 (10,000) – Changes in investment holding gains and losses 69,723 (23,794) 45,929 Fair value of investments at 31 January 2024 174,072 869,709 1,043,781 Cost of investments at 31 January 2024 143,614 903,733 1,047,347 Investment holding gains and losses at 31 January 2024 30,458 (34,024) (3,566) Fair value of investments at 31 January 2024* 174,072 869,709 1,043,781 * Includes holdings in preference shares, promissory notes, ordinary shares and warrants. † The purchases and sales figures above include transaction costs of nil (2024 – nil). 90 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 07 Financial instruments (continued) 2025 2024 US$’000 US$’000 Net gains on investments designated at fair value through profit or loss Gains on investments disposed/taken over during the year 18,548 33,512 Losses on investments disposed/taken over during the year (84,355) (9,673) Changes in investment holding gains on investments still held at year-end 343,591 173,536 Changes in investment holding losses on investments still held at year-end (119,241) (127,607) 158,543 69,768 Investment holdings Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC SORP in relation to private company investments included within the Company's ten largest holdings disclosed on pages 32 to 34. As required by the AIC SORP, this disclosure includes turnover, pre-tax profits and net assets attributable to investors, asreported within the most recently audited financial statements of the private investee companies. | As at 31 January 2025 | | | | | | | | | | Income | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | recognised | | | | | Net assets | | | | | | | Latest | | | Book | Market | | | from | Pre-tax | | attributable | | | | | | Financial | | | | cost | value | holding in | | | profit/ | | | to | | | Busine ss | Statements | | | | US$’000 | | US$’000 | the period Turnover | | | (loss) | shareholdersName | | | | Space | Designs, | | | | n/a 16,649 128,811 nil Information not publicly available | | | | | | | | | | | | Exploration | manufactures and | | | | | | | | | | | | | | | | Technologies | launches advanced | | | | | | | | | | | | | | | rockets and spacecraft Bending Mobile n/a 30,542 111,244 nil Information not publicly available Spoons application software developer ByteDance Social media n/a 43,180 85,177 nil Information not publicly available and news aggregation company Stripe Online payment n/a 21,893 39,796 nil Information not publicly available platform Databricks Data software n/a 31,900 39,029 nil Information not publicly available solutions Wayve AI based n/a 16,402 36,275 nil nil (£41,196,000) £132,612,000 Technologies software for self-driving cars 91 Financial report 07 Financial instruments (continued) Investment holdings (continued) | As at 31 January 2024 | | | | | | | | | | Income | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | recognised | | | | | Net assets | | | | | | | Latest | | | Book | Market | | | from | Pre-tax | | attributable | | | | | | Financial | | | | cost | value | holding in | | | profit/ | | | to | | | | Statements | | | | US$’000 | | US$’000 | the period Turnover | | | (loss) | shareholdersName Business | | | | Space | Designs, | | | | n/a 22,100 88,324 nil Information not publicly available | | | | | | | | | | | | Exploration | manufactures and | | | | | | | | | | | | | | | | Technologies | launches advanced | | | | | | | | | | | | | | | rockets and spacecraft ByteDance Social media and n/a 43,180 63,835 nil Information not publicly available news aggregation company | Bending | Mobile application | n/a 20,622 48,922 nil Information not publicly available | | --- | --- | --- | | Spoons | software developer | | | Dailyhunt | Telephone | n/a 37,119 41,006 nil Information not publicly available | | (Ver Se | voice, data, text | | | Innovation) | messaging, and | | roaming services Brex Corporate credit n/a 44,047 40,212 nil Information not publicly available cards for startups McMakler Real estate services n/a 39,955 37,242 nil Information not publicly available | Wayve | AI based software | n/a 16,402 34,001 nil nil (£23,515,000) £163,482,000 | | --- | --- | --- | | Technologies | for self-driving cars | | | Flix European mobility | | n/a 25,001 32,996 nil Information not publicly available | provider 08 Debtors 2025 2024 US$’000 US$’000 Amounts falling due within one year: Income accrued (net of withholding taxes) 1,268 1,616 Other debtors and prepayments 159 127 1,427 1,743 None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a reasonable approximation of fair value. There were no debtors that were past due or impaired at 31 January 2025 (2024 – nil). 92 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## 09 Creditors – amounts falling due within one year | | 2025 US$'000 | 2024 US$'000 | | --- | --- | --- | | Unsettled investment purchases | 1,800 | 1,812 | | Investment management fee | 2,743 | 2,250 | | Administrator's fee | 9 | 8 | | Other creditors and accruals | 394 | 311 | | Buyback payable | 109 | – | | | **5,055** | **4,381** | None of the above creditors at 31 January 2025 (2024 – nil) are financial liabilities designated at fair value through profit or loss. ## 10 Provision for tax liability The tax liability provision at 31 January 2025 of US$317,000 (31 January 2024 – $834,000) relates to a potential liability for Indian capital gains tax that may arise on the Company's Indian investments should they be sold in the future, based on the net unrealised taxable capital gain at the period end and on enacted Indian tax rates (long term capital gains are taxed at 12.5% and short term capital gains are taxed at 30%). The amount of any future tax amounts payable may differ from this provision, depending on the value and timing of any future sales of such investments and future Indian tax rates. ## 11 Share capital | | 2025 Number | 2025 US$'000 | 2024 Number | 2024 US$'000 | | --- | --- | --- | --- | --- | | Allotted, called up and fully paid ordinary shares of US$1 each | 1,024,738,907 | 1,208,743 | 1,029,898,907 | 1,213,903 | | Treasury shares of US$1 each | 465,000 | 465 | – | – | | | **1,025,203,907** | **1,209,208** | **1,029,898,907** | **1,213,903** | By way of a special resolution dated 15 March 2019 the Directors had a general authority to allot up to 720,000,000 ordinary shares or C shares, such figure to include the ordinary shares issued at the initial placing. 477,250,000 ordinary shares were issued at the Company's initial placing, with a further 23,180,002 ordinary shares subsequently issued. The remaining authority expired on 15 March 2024. By way of a special resolution dated 18 March 2021 the Directors have a general authority to allot up to 700,000,000 C shares. On 26 April 2021, the Company issued 700,000,000 C shares of US$1 each and raised gross proceeds of US$700,000,000. The issue costs in respect of the C share issue were US$5,198,000. These costs consisted of mainly broker commission (US$4,066,000), legal fees (US$601,000) and listing fees (US$396,000). The C shares converted on 8 September 2023 with 532,069,905 new ordinary shares being admitted to trading on 12 September 2023. The conversion was triggered by the C share capital deployment crossing the 85% threshold outlined in the prospectus. The C shares were converted proportionately based on respective NAV at the calculation date 31 August 2023, the nearest practicable date selected by the Board. As a result the conversion ratio was calculated to be 0.7601 ordinary shares per C share in issue on 8 September 2023. By way of a special resolution passed on 10 May 2024 the Directors of the Company were granted a general authority to issue or sell from treasury, ordinary or C shares, without regard to pre-emption rights up to 102,882,390 shares. This authority will expire immediately prior to the 2029 Annual General Meeting (or, if earlier, five years from the date of the passing of the resolution). During the year to 31 January 2025 no shares were issued (2024 – nil). In the period from 31 January 2025 to 21 March 2025 no shares were issued. 93 Financial report 11 Share capital (continued) By way of a special resolution passed on 10 May 2024 the Directors of the Company have general authority to make market purchases of up to 154,145,753 ordinary shares, being 14.99% of the ordinary shares in issue as at 10 May 2024, being the date the resolution passed. This will expire at the conclusion of the Annual General Meeting tobe held on 22 May 2025. 5,160,000 ordinary shares were bought back during the year ended 31 January 2025 at a cost of US$4,246,000 (31 January 2024 – 2,601,000 ordinary shares at a cost of US$1,851,000) hence the remaining authority is 150,560,753 ordinary shares. At 31 January 2025 the Company held 465,000 shares in treasury (2024 – nil). In the period from 31January 2025 to 21 March 2025 2,750,000 ordinary shares were bought back to treasury. The total cost of shares bought back is charged to the capital reserve. The nominal value of the shares that were bought back and cancelled were transferred from the share capital to the capital redemption reserve. Holders of ordinary shares have the right to receive income and capital from assets attributable to such share class. Ordinary shareholders have the right to receive notice of general meetings of the Company and have the right to attend and vote at all general meetings. 12 Capital and reserves Capital | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | capital | reserve | | reserve | reserve | | | funds | | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | At 1 February 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 Changes in investment holding gains and losses – 158,543 – – 158,543 Exchange differences – 15 – – 15 Ordinary shares bought back (4,695) (4,246) 4,695 – (4,246) Provision for Indian capital gains tax – 517 – – 517 Revenue earnings on ordinary activities after taxation – – – (4,009) (4,009) At 31 January 2025 1,209,208 170,450 7,296 (16,997) 1,369,957 Capital | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | capital | reserve | | reserve | reserve | | | funds | | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | At 1 February 2023 1,216,503 (51,536) – (11,784) 1,153,183 Changes in investment holding gains and losses – 69,768 – – 69,768 Exchange differences – 75 – – 75 Ordinary shares bought back (2,600) (1,852) 2,601 – (1,851) Provision for Indian capital gains tax – (834) – – (834) Revenue earnings on ordinary activities after taxation – – – (1,204) (1,204) At 31 January 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 The capital reserve includes investment holding gains of US$220,784,000 (2024 – losses of US$3,566,000) as disclosed in note7. The Company may make distributions from the capital reserve including share buybacks under section 527 of Company (Guernsey) law 2008 ifitissolvent. The revenue reserve (to the extent it constitutes realised profits) may be distributed by way ofdividend. 94 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ### 13 Net asset value per share The net asset value per ordinary share and the net assets attributable to the ordinary shareholders at 31 January calculated in accordance with the Articles of Incorporation were as follows: | Ordinary shares | 2025 | 2024 | | --- | --- | --- | | Shareholders' funds | US$1,369,957 | US$1,219,137,000 | | Number of ordinary shares in issue at the year end | 1,024,738,907 | 1,029,898,907 | | Net asset value per ordinary share | 133.69¢ | 118.37¢ | There are no dilutive or potentially dilutive shares in issue. The aggregate change in assets during the year attributable to the shares is shown in note 12. ### 14 Contingencies, guarantees and financial commitments The Company had a commitment at 31 January 2024 to purchase 23,438 shares in Bending Spoons for €9.2m. The payment was made following the year end on 1 February 2024 and 9 February 2024. In accordance with the Corporate Income Tax ('CIT') Law of the People's Republic of China ('PRC') and its latest Detailed Implementation Regulations ('DIRs'), the Tax Collection and Administration Law of the PTC ('TCAL') and its DIRs, the transfer of shares in the Company's private Chinese resident holdings would be subject to Chinese withholding tax on a taxable gain. However, the tax basis for calculating taxable gains is unclear, varying between different locations and tax authorities within the PRC. As such, the amount of any tax that may arise on disposal of the Company's private Chinese resident holdings is currently highly uncertain. The Directors are however satisfied that, based on information available to them at the time of approving these financial statements, the quantum of any such tax charge would not be material and consequently no accrual for withholding tax is recognised within the financial statements. ### 15 Transactions with related parties and the Investment Manager and Administrator Each of the Directors is entitled to receive a fee from the Company at such rate as may be determined in accordance with the Articles of Incorporation. Directors' fees for the year are detailed in the Directors' remuneration report on pages 70 to 72. All of the Directors will also be entitled to be paid all reasonable expenses properly incurred by them in connection with the performance of their duties. These expenses will include those associated with attending general Board or committee meetings and legal fees. The Board may determine that additional remuneration may be paid, from time to time, to any one or more Directors in the event such Director or Directors are requested by the Board to perform extra or special services on behalf of the Company. No Director has a contract of service with the Company. The Directors have the following shareholdings in the Company: | Name | Nature of interest | Ordinary shares held at 31 January 2025 | Ordinary shares held at 31 January 2024 | | --- | --- | --- | --- | | L Yueh | Beneficial | 44,573 | 44,573 | | J Mackie | Beneficial | 91,278 | 91,278 | | T Clark | Beneficial | 60,808 | 60,808 | | R Holmes | Beneficial | 54,801 | 54,801 | The Directors' holdings at 31 January 2024 reflect the conversion ratio applied on 8 September 2023, when the C shares converted into ordinary shares. Details of the investment management agreement are set out in note 3. The management fee payable to the Investment Manager by the Company for the year ended 31 January 2025, as disclosed in note 3, was US$9,562,000 (2024 – US$ 8,152,000) of which US$2,743,000 was outstanding at 31 January 2025 (2024 – US$2,250,000), as disclosed in note 9. The fee payable to the Administrator, for the year to 31 January 2025 as disclosed in note 4, was US$112,000 (2024 – US$105,000) of which US$9,000 was outstanding at 31 January 2025 (2024 – US$8,000) as disclosed in note 9. 95 Financial report 16 Risk Management The Company predominantly invests in long-term minority investments in later stage private (unlisted) companies. Pending investment in private companies the Company may invest in a range of cash equivalent instruments. The Company may employ gearing on a short-term basis for the purpose of bridging investments and general working capital purposes. In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the financial instruments and markets in which it invests. These risks are categorised as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and creditrisk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood ofa permanent loss of capital rather than to minimise short-term volatility. Risk provides the potential for both losses and gains. Inassessing risk, the Board encourages the Investment Manager to exploit the opportunities that risk affords. Market Risk The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. TheBoard of Directors reviews and agrees policies for managing these risks and the Company’s Investment Manager both assesses the exposure to market risk when making individual investment decisions and monitors the overall level of market risk across the investment portfolio on an ongoing basis. Details of the Company’s investment portfolio are shown on pages 32 to 34 and in note 7. The Company may, from time to time, enter into derivative transactions to hedge specific market, currency or interest rate risk. In the year to 31 January 2025, no such transactions were entered into (2024 – no such transactions). The Company’s Investment Manager may not enter into derivative transactions without the prior approval of the Board. i. Currency Risk The Company’s assets, liabilities and income are principally denominated in US dollars, the Company’s functional currency and that in which it reports its results. Consequently, movements in the exchange rate of its functional currency relative to other foreign currencies will affect the US dollar value of those items. The Investment Manager monitors the Company’s exposure to foreign currencies and reports to the Board on a regular basis. The Investment Manager assesses the risk to the Company of the foreign currency exposure by considering the effect 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. However, the country in which a company is listed is not necessarily where it earns its profits. Themovement in exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than asimple translation of the currency in which the company is quoted. Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is shown below. Currency risk | | | | US Treasury | | Other debtors | | | Net | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investments | | Bills and cash | | and creditors | | exposure | | | At 31 January 2025 | | US$’000 | | US$’000 | | US$’000 * | US$’000 | | Sterling 119,504 60 (3,017) 116,547 Euro 181,656 – – 181,656 Indian rupee 53,802 – (317) 53,485 Australian dollar 12,945 – – 12,945 Total exposure to currency risk 367,907 60 (3,334) 364,633 US dollar 922,543 83,392 (611) 1,005,324 1,290,450 83,452 (3,945) 1,369,957 96 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 16 Risk Management (continued) | | | | US Treasury | | Other debtors | | | Net | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investments | | Bills and cash | | and creditors | | exposure | | | At 31 January 2024 | | US$’000 | | US$’000 | | US$’000 * | US$’000 | | Sterling 95,992 76 (2,444) 93,624 Euro 119,160 3,544 – 122,704 Indian rupee 41,006 – (834) 40,172 Australian dollar 22,975 – – 22,975 Total exposure to currency risk 279,133 3,620 (3,278) 279,475 US dollar 764,648 175,208 (194) 939,662 1,043,781 178,828 (3,472) 1,219,137 * Includes net non-monetary assets of US$159,000 (2024 – US$127,000). Currency risk sensitivity At 31 January 2025, if the US dollar had strengthened by 10% in relation to all other currencies, with all other variables held constant, total net assets and profit and total comprehensive income for the year to 31 January 2025 would have decreased by US$36,463,000 (2024 (10%) – US$27,948,000). A 10% weakening of the US dollar to other currencies, with all other variables held constant, would have had an equal but opposite effect on the Financial Statement amounts. A change of 10% in foreign currency rates (2024 – 10%) has been considered to be a reasonably plausible change reflectiv e ofmarket circumstance in the year. ii. Interest rate risk Interest rate movements may affect directly the level of income receivable on cash deposits and the interest payable on any variable rate borrowings. They may also impact upon the market value of investments as the effect of interest rate movements upon the earnings of a company may have a significant impact upon the valuation of that company’s equity. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions and when entering borrowing agreements. The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits. The Company may finance, on a short-term basis, part of its activities through borrowings at approved levels. The amount of any such borrowings and the approved levels are monitored and reviewed regularly by the Board. The interest rate risk profile of the Company’s financial assets and liabilities at 31 January 2025 and 31 January 2024 is shownbelow. Financial assets | | | | | 2025 | | | | | 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | Weighted | | | 2024 | | Weighted | | | Fair value | | | average | | Fair value | | | average | | | US$’000 | | interest rate | | | US$’000 | | interest rate | | | Cash US dollar 6,058 3.6% 7,686 4.8% Euro – – 3,544 3.8% Sterling 60 3.7% 76 4.5% The cash deposits generally comprise overnight call or short-term money market deposits and earn interest at floating rates based on prevailing bank base rates. 97 Financial report ## 16 Risk Management (continued) ### Interest rate risk sensitivity #### Financial liabilities The Company currently has no financial liabilities. An increase of 100 basis points in interest rates, with all other variables being held constant, would have increased the Company's total net assets and profit and total comprehensive income for the year ended 31 January 2025 by US$61,000 (2024 – US$113,000). This is mainly due to the Company's exposure to interest rates on its cash balances. A decrease of 100 basis points would have had an equal but opposite effect. A change of 100 basis points in interest rates has been considered to be a reasonably plausible change taking account of the movement in interest rates during the year. #### iii. Other price risk Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company's net assets. The Company's exposure to changes in market prices relates to the fixed asset investments as disclosed in note 7. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Manager. The Company's portfolio of private company Level 3 investments is not necessarily affected by market performance, however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(e). The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment portfolio positioning to ensure consistency with the Company's objectives and investment policies. Investments are selected based upon the merit of individual companies. The portfolio does not seek to reproduce any index. #### Other price risk sensitivity A full list of the Company's investments is given on pages 32 to 34. In addition, an analysis of the investment portfolio by broad geographical, industrial or commercial sector is shown on page 27. 21.3% of the Company's net assets are invested in listed investments. 72.9% of the Company's net assets are invested in private company investments. A 20% increase in quoted equity valuations at 31 January 2025 would have increased total net assets and net return after taxation by US$58,169,000 (2024 – US$34,814,000). A decrease of 20% would have an equal but opposite effect. 20% is considered to be a reasonable movement given the prevailing market conditions. The fair valuation of the private company investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 1(d) on pages 84 and 85). This level of change is considered to be reasonable based on observations of current market conditions. The private companies' sensitivity analysis below recognises that the valuation methodologies employed involve different levels of subjectivity in their significant unobservable inputs and illustrates the sensitivity of the valuations to these inputs as it involves more significant subjective estimation than the recent transaction method. The inputs have been flexed by +/-10% being a reasonable movement given market conditions to demonstrate how sensitive the underlying valuations are to changes in the significant unobservable inputs. The table also provides the range of values for the key unobservable inputs. A blend of valuation techniques is used for some holdings. 98 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 16 Risk Management (continued) Other price risk sensitivity (continued) 31 January 2025 Significant unobservable inputs* | | Fair value of | Key | | Other | | | Weighted | | | | Sensitivity tochanges | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Valuation | investments | unobservable | | unobservable | | | average | | Sensitivity | | insignificant | | technique | US$’000 | inputs | | inputs | # | Range | range | † | % | # | unobservable inputs | | Market | 482,033 Enterprise | | | a,b,c,d 1.6x to | | | 5.3x 10% If EV/LTM multiples | | | | | | approach | | Value/ | | | | 9.2x | | | | | changed by +/- 10%, | | using | | Last twelve | | | | | | | | | the fair value would | | comparable | | months (EV/ | | | | | | | | | change by $36,161,074 | | trading | | LTM) revenue | | | | | | | | | and ($37,092,794). | | multiples | | multiple | ‡ | | | | | | | | | | | | Enterprise | | a,b,c,d 4.1x to | | | 5.4x 10% If EV/NTM multiples | | | | | | | | Value/Next | | | | 7.6x | | | | | changed by +/- 10%, | | | | twelve months | | | | | | | | | the fair value would | | | | months (EV/ | | | | | | | | | change by $1,714,437 | | | | NTM) revenue | | | | | | | | | and ($2,077,809). | | | | multiple | ¶ | | | | | | | | | | | | Illiquidity | | e 10% 10% 10% If the illiquidity discount | | | | | | | | | | | discounts | | | | | | | | | changed by +/- 10%, | the fair value would change by $1,650,577 and ($2,011,573). | Transaction | g (30.7%) | | 20.1% 10% If a +/- 10% adjustment | | | --- | --- | --- | --- | --- | | implied | | to 94.3% | | is applied to the | | premium and | | | | calculated premiums | | discounts | | | | and discounts, the fair | value would change by $5,012,865 and ($5,067,505). | Benchmark | 228,969 Selection of | | | a,b,c,f (39.5%) to | | 3.7% 10% If input comparable | | | --- | --- | --- | --- | --- | --- | --- | --- | | performance | | comparable | | | 52.5% | | benchmark performance | | | | companies, | | | | | changed by +/- 10%, | | | | indices and | | | | | the fair value would | | | | ETFs | § | | | | change by $12,575,854 | and ($13,463,453). | Price of | 24,687 Execution risk | | a,b,h 10% n/a 10% If the execution risk | | | --- | --- | --- | --- | --- | | expected | | discount | | discount changed | | transaction | | | | by +/- 10%, the fair | value would change by $2,468,732 and ($2,468,732). | Adjusted price | 701 Insolvency risk | | a,b,i 75% to | | 10% If the insolvency risk | | | --- | --- | --- | --- | --- | --- | --- | | of recent | | discount | | 90% | | discount changed | | transaction | | | | | | by +/- 10%, the fair | value would change by $70,045 and ($70,045). | Recent | 263,217 n/a** | ^ a,b n/a n/a 10% If the recent transaction | | | --- | --- | --- | --- | | transaction | | | price changed by | | price | | | +/- 10%, the fair | value would change by $26,321,717 and ($26,321,717). * Significant unobservable inputs The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each private company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages 84 and 85. † Weighted average is calculated by reference to the fair value of holdings as at the respective year-end. This therefore gives a clearer indication of the typical multiple or adjustment being applied across the portfolio. # See explanation for other unobservable inputs on page 101 (sections ‘a’ to ‘h’ as relevant). ‡ Enterprise value (EV) divided by the last twelve months (LTM) revenue. ¶ Enterprise value (EV) divided by the next twelve months (NTM) forecast revenue. § See explanation for the selection of comparable companies on page 101 section ‘c’. The percentage movements reflect the movement in overall company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessment. ^ Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the unobservable inputs noted in the above table. However, the transaction price itself is observable. ** Flexing the revenue figures by the same sensitivity would result in the same change in both directions. 99 Financial report 16 Risk Management (continued) Other price risk sensitivity (continued) 31 January 2024 Significant unobservable inputs* | | Fair value of | Key | | Other | | | Weighted | | | | Sensitivity tochanges | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Valuation | investments | unobservable | | unobservable | | | average | | Sensitivity | | insignificant | | technique | US$’000 | inputs | | inputs | # | Range | range | † | % | # | unobservable inputs | | Market | 365,576 Enterprise | | | a,b,c,d 1.6x to | | | 4.3x 10% If EV/LTM multiples | | | | | | approach | | Value/ | | | | 9.0x | | | | | changed by +/- | | using | | Last twelve | | | | | | | | | 10%, the fair value | | comparable | | months (EV/ | | | | | | | | | would change by | | trading | | LTM) revenue | | | | | | | | | US$22,659,036 and | | multiples | | multiple | ‡ | | | | | | | | (US$22,661,075). | | | | Enterprise | | a,b,c,d 3.0x to | | | 3.9x 10% If EV/NTM multiples | | | | | | | | Value/Next | | | | 4.7x | | | | | changed by +/- 10%, | | | | twelve months | | | | | | | | | the fair value would | | | | months (EV/ | | | | | | | | | change by U$3,200,143 | | | | NTM) revenue | | | | | | | | | and (US$3,250,694). | | | | multiple | ¶ | | | | | | | | | | | | Illiquidity | | e (10%) (10%) 10% If the illiquidity discount | | | | | | | | | | | discount | | | | | | | | | is charged by +/(10%), | the fair value would change by $2,462,370 and ($2,391,254). | Transaction | g (18.6%) | | 55.8% 10% If a +/- 10% adjustment | | | --- | --- | --- | --- | --- | | implied | | to 85.7% | | is applied to the | | premiums | | | | calculated premiums | | and discounts | | | | and discounts the fair | value would change by $2,828,517 and ($2,917,313). | Benchmark | 301,337 | Selection of | | a,b,c,f (38.6%) to | | 4.8% 10% If input comparable | | | --- | --- | --- | --- | --- | --- | --- | --- | | performance | | comparable | | | 25.4% | | benchmark performance | | | | companies | | | | | changed in absolute | | | | indices and | | | | | terms by +/- 10%, the | | | | ETFs | § | | | | fair value would change | by US$22,765,429 and (US$22,395,064). | Price of | 8,416 | Execution risk | h 10% | n/a 10% If the execution risk | | | --- | --- | --- | --- | --- | --- | | expected | | discount | | | changed by +/- 10%, | | transaction | | | | | the fair value would | change by US$841,624 and (US$1,020,748). 217,008 n/a **^ a,b n/a n/a n/a Recent n/a transaction price * Significant unobservable inputs The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each private company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages 84 and 85. † Weighted average is calculated by reference to the fair value of holdings as at the respective year-end. This therefore gives a clearer indication of the typical multiple or adjustment being applied across the portfolio. # See explanation for other unobservable inputs on page 101 (sections ‘a’ to ‘h’ as relevant). ‡ Enterprise value (EV) divided by the last twelve months (LTM) revenue. ¶ Enterprise value (EV) divided by the next twelve months (NTM) forecast revenue. § See explanation for the selection of comparable companies on page 101 section ‘c’. The percentage movements reflect the movement in overall company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessment. ^ Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the unobservable inputs noted in the above table. However, the transaction price itself is observable. ** Flexing the revenue figures by the same sensitivity would result in the same change in both directions. 100 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 16 Risk Management (continued) Significant unobservable inputs (continued) a. Application of valuation basis Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each investment. When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as appropriate for the investment, and where a suitable correlation can be identified with the comparable companies then a regression analysis will be performed. Discounted cash flows will also be considered where appropriate forecasts are available. b. Probability estimation of liquidation events The probability of a liquidation event such as a company sale, or alternatively the probability of the shares being treated as common stock, such as in the event of an initial public offering (‘IPO’), is a key variable input in the Transaction-based and Multiples-based valuation techniques. The probability of a common stock equivalent (‘CSE’) outcome versus a company sale is typically estimated from the outset to be 50:50 as no one outcome is more likely than the other. If the company has indicated an intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario. The Company typically invests in higher ranking preference shares which carry more protection, and this can therefore influence the end valuation. Option pricing models are used to corroborate the valuations where there has been more notable company underperformance to ensure that the economic reality of the shares held by Schiehallion remain appropriate. c. Selection of comparable companies The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate, the geography of the company’s operations, the respective revenue and earnings growth rates and the operating margins. Typically, between 4 and 10 comparable companies will be selected for each investment, depending on how many relevant comparable companies are identified. Theresultant revenue or earnings multiples or share price movements derived will vary depending on the companies selected and the industries they operate in. d. Estimated sustainable earnings The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and where it is not then revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead. e. Application of illiquidity discount The application of an illiquidity discount will be applied either through the calibration of a v aluation against the most recent transaction, or by application of a specific discount. The discount applied where a calibration (see (g) below) is not appropriate is typically 10%, reflecting that the majority of the investments held are substantial companies with some secondary market activity. f. Selection of appropriate benchmarks The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of each company are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for comparison where applicable. g. Transaction implied premium and discount Where there is an implied company valuation available as a result of an external arm’s length transaction, the ongoing valuation will be calibrated to this by deriving a company valuation with reference to the average multiple from a set of comparable companies and comparing this to a transaction implied valuation, and could result in an implied premium or discount compared to comparable companies at the point of transaction. This discount or premium will be considered in future valuations, and may be reduced due to factors such as period of time since the transaction and company performance. Where a calibrated approach is not appropriate, a discount for illiquidity will be applied as noted in (e) above. h. Execution risk An execution risk discount is applied to all investments where an arm’s-length transaction is due to take place, however, hasn’t closed prior to the reporting period end. The discount typically applied is 10%, acknowledging that the finer details of the round may well still be negotiated which could impact the expected issue price. In valuing in line with an expected transaction the arm’s-length nature of the deal has been assessed and legal documentation received. 101 Financial report ## 16 Risk Management (continued) ### Liquidity risk This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Investments in private businesses are expected to comprise a material proportion of the Company's portfolio. Interests in private businesses are highly illiquid and have no public market, which may affect the Company's ability to vary its portfolio or dispose of or liquidate part of its portfolio in a timely fashion, or at all, and at satisfactory prices in response to changes in economic or other conditions. At 31 January 2025, the Company, held US$77,334,000 of US Treasury Bills (2024 – US$167,522,000) which are fully realisable. The Board provides guidance to the Investment Manager as to the maximum exposure to any one holding and to the maximum aggregate exposure to substantial holdings. The Company has the power to take out borrowings, which give it access to additional funding when required. There are no borrowings as at 31 January 2025 (2024 – nil). ### Credit risk This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in the Company suffering a loss. This risk is managed as follows: - where the Investment Manager makes an investment in a bond or other security with credit risk, that credit risk is assessed and then compared to the prospective investment return of the security in question; - the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the assets of the Company. The Investment Manager monitors the Company's risk by reviewing the Custodian's internal control reports and reporting its findings to the Board; - investment transactions are carried out with brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed; - the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by the Investment Manager; and - cash is only held at banks that are regularly reviewed by the Investment Manager. At 31 January 2025, all cash deposits were held with the custodian bank which has a credit rating of F1+ (2024 – F1+). ### Credit risk exposure The exposure to credit risk at 31 January was: | | 2025 US$'000 | 2024 US$'000 | | --- | --- | --- | | US Treasury Bills | 77,334 | 167,522 | | Cash and short-term deposits | 6,118 | 11,306 | | Debtors and prepayments | 1,427 | 1,743 | | | **84,879** | **180,571** | None of the Company's financial assets are past due or impaired. ### Fair value of financial assets and financial liabilities The Directors are of the opinion that the carrying amount of financial assets and liabilities of the Company in the Statement of Financial Position approximate their fair value. 102 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 16 Risk Management (continued) Capital management The capital of the Company is its share capital and reserves as set out in note 12. The objective of the Company is to invest predominantly in long-term minority investments in later stage private businesses in order to achieve capital growth. The Company’s investment policy is set out on pages 36 and 37. In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern are set out on page 65 and details of the related risks and how they are managed are set out on pages 41 to 45 and pages 64 and 65, respectively. The Company has the authority to issue and buyback its shares and changes to the share capital during the period are set out in no te 11. 17 Subsequent events As at the date of this report there are no events which require adjustment of, or disclosure in, the Financial Statements or notes thereto. 103 ## Shareholder ## information The Schiehallion Fund Limited ## Notice of Annual ## General Meeting Les Canichers Don Street Queen Elizabeth II Marina Bosq Lane Glategny Esplanade The Annual General Meeting of the Company willbe Royal Avenue held at the offices of Alter Domus (Guernsey) Limited, North Suite First Floor, Regency Court i d g e R o u n b r d St. Julian’s Pier S t . J u i l a n ’ s A v e h a b g i o Glategny Esplanade, St Peter Port, Guernsey, e u t W Channel Islands GY1 1WW on Thursday, 22 May 2025 at 11.15 am. Alter Domus (Guernsey) Limited, Channel Islands The Board encourages all shareholders to submit proxy voting forms, appointing the chairperson of the AGM, as soon as possible and, in any event, byno later than 11.15 am on 20 May 2025. We would encourage shareholders to monitor the Company’s website at schiehallionfund.com. Should shareholders have questions for the Board or the Manager or any queries as to how to vote, they are welcome as always to submit them by email toadgg-aafa-f@alterdomus.com or call Alter Domus (Guernsey) Limited on +44 (0) 1481 742 250. Alter Domus (Guernsey) Limited may record your call. 105 Shareholder information If you or, if appointed, your proxy wish to attend To consider and, if thought fit, to pass Resolutions 9 theAnnual General Meeting electronically you, or and 10 as Special Resolutions. your proxy, will have the same right to attend, be 9 . That, in substitution for any existing authority counted in the quorum, participate in the business but without prejudice to the exercise of any such of the Annual General Meeting, speak and vote as authority prior to the date hereof, the Company if you, or your proxy, had attended the meeting in be and is hereby generally and unconditionally person. Details of how to attend the Annual General authorised, pursuant to and in accordance with Meeting electronically can be obtained from Alter section 315(2)(b) of the Companies (Guernsey) Domus (Guernsey) Limited on the contact details Law, 2008 (the ‘Law’) to make market purchases provided on the previous page. (within the meaning of section 316 of the Law) Notice is hereby given that the sixth Annual General of ordinary shares of no par value in the capital Meeting of The Schiehallion Fund Limited will of the Company (‘ordinary shares’) (either for be held at the offices of Alter Domus (Guernsey) retention as treasury shares for future reissue, Limited, North Suite First Floor, Regency Court resale, transfer or cancellation), provided that: Glategny Esplanade, St Peter Port, Guernsey, a. the maximum aggregate number of ordinary Channel Islands GY1 1WW, on Thursday, 22 May shares hereby authorised to be purchased 2025 at 11.15 am. forthefollowing purposes: is, 153,196,137 or, if less, the number To consider and, if thought fit, to pass the following representing approximately 14.99% of the Resolutions as Ordinary Resolutions: issued ordinary share capital of the Company as at the date of the passing of this resolution; 1. To receive and adopt the Annual Report and | Financial Statements of the Company for the | b. the minimum price (excluding expenses) | | | --- | --- | --- | | year to 31 January 2025 with the Reports of | | which may be paid for each ordinary share | | the Directors and of the Independent Auditor | | is US$1.00; | thereon. c. the maximum price (excluding expenses) | 2. To approve the Directors’ Annual Report on | | which may be paid for each ordinary share | | --- | --- | --- | | | Remuneration for the year to 31 January 2025. | shall not be more than the higher of: | | 3. To re-elect Dr Linda Yueh as a Director. | | i. 5% above the average closing price | on the London Stock Exchange of an 4. To re-elect Mr John Mackie as a Director. ordinary share over the five business 5. To re-elect Ms Trudi Clark as a Director. days immediately preceding the date of purchase; and 6. To re-elect Mr Richard Holmes as a Director. ii. an amount equal to the higher of the price 7. To reappoint KPMG Channel Islands Limited of the last independent trade of an ordinary as Independent Auditor of the Company to share and the highest current independent hold office from the conclusion of this meeting bid for an ordinary share on the trading until the conclusion of the next Annual General venue where the purchase is carried out; and Meeting at which the Financial Statements are laid before the Company. 8 . To authorise the Directors to determine the remuneration of the Independent Auditor of theCompany. 106 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited d. unless previously varied, revoked or renewed by the Company in a general meeting, the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in respect of the year ending 31 January 2026, save that the Company may, prior to such expiry, enter into a contract to purchase ordinary shares under such authority which will or might be completed or executed wholly or partly after the expiration of such authority and may make a purchase of ordinary shares pursuant to any such contract. 10 . That the Articles of Incorporation produced to the meeting and signed by the Chairperson for the meeting for the purposes of identification be approved and adopted as the new Articles of Incorporation of the Company in substitution for,and to the exclusion of, the existing Articles of Incorporation with effect from the conclusion of the meeting. By order of the Board Alter Domus (Guernsey) Limited Secretary 9 April 2025 107 Shareholder information In connection with your votes on the resolutions to be considered at the upcoming AGM of The Schiehallion Fund Limited ('Schiehallion'), you are being requested to certify as to your status in the three respects described below. It is important that you make the correct certifications in order to avoid your votes being capped or scaled down when that is not necessary. These certifications will also appear in the updated CREST and on the hard copy proxy form as additional resolutions. Each certification is described below. The certifications are required in accordance with Articles 82 and 82A of Schiehallion's articles of incorporation, which are available to view on the company's website at schiehallionfund.com. Please return confirmation of your status in respect of each certification by 11.15am (UK time) on 20 May 2025. 01. BHCA Certification You are asked to certify whether, at the time of the AGM, you are subject to restrictions under the US Bank Holding Company Act of 1956 ('BHCA') in respect of certain of your equity investments due to your relationship with a bank holding company (as defined by the BHCA). If you certify that you are subject to restrictions under the BHCA, your votes will be disregarded in respect of each resolution to appoint or remove a director and may be capped in respect of any other resolution. 02. US Shareholder Certification You are asked to certify that, at the time of voting: (a) you are not a US Person or US Resident (each as defined in Schiehallion's articles – see below); and (b) to the extent that you hold shares for the account or benefit of another person, such other person is not a US Person or US Resident. In Schiehallion's articles: - a 'US Person' means a 'U.S. person' as defined in Regulation S under the US Securities Act of 1933; and - a 'US Resident' means a resident of the United States within the meaning of Rule 405 under the US Securities Act of 1933 or Rule 3b-4(c) under the US Exchange Act of 1934. If you do not certify that you are not a US Person or US Resident (or holding shares for the account of such a person), it will be assumed that you are such a person and your votes may be scaled down in respect of each resolution to appoint or remove a director. 03. Canadian Pension Plan Certification You are asked to certify whether, at the time of the AGM, you are a pension plan governed by the laws of Canada (or a jurisdiction thereof) that is subject to section 11 of Schedule III to the Pension Benefits Standards Regulations, 1985 (Canada) or a substantially similar restriction contained in the legislation governing such pension plan (a 'Canadian Pension Plan'). If you certify that you are a Canadian Pension Plan, your votes may be scaled down in respect of each resolution to appoint or remove a director. Notes 01. As a member you are entitled to appoint a proxy or proxies to exercise all or any of your rights to attend, speak and vote at the AGM. A proxy need not be a member of the Company but must attend the AGM to represent you. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You can only appoint a proxy using the procedure set out in these notes and the notes to the proxy form. You may not use any electronic address provided either in this notice or any related documents (including the Financial Statements and proxy form) to communicate with the Company for any purpose other than those expressly stated. 02. To be valid any proxy form or other instrument appointing a proxy, together with any power of attorney or other authority under which it is signed or a certified copy thereof, must be received by post or (during normal business hours only) by hand at the Registrars of the Company at Computershare Investor Services (Guernsey) Limited, c/o The Pavilions, Bridgwater Road, Bristol BS99 6AH or eproxyappointment.com no later than two days (excluding non-working days) before the time of the meeting or any adjourned meeting. 03. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and/or by logging on to the website euroclear.com/CREST. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 108 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited 04. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear UK & Ireland Limited's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the Company's registrar (ID 3RA50) no later than two days (excluding non-working days) before the time of the meeting or any adjournment. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the Company's registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. 05. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider(s), to procure that his/her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. 06. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of The Uncertified Securities (Guernsey) Regulations, 2009. 07. The return of a completed proxy form or other instrument of proxy will not prevent you attending the AGM and voting in person if you wish. 08. Pursuant to Regulation 41 of The Uncertified Securities (Guernsey) Regulations, 2009 and article 84 of the Company's Articles of Incorporation the Company specifies that to be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company no later than two days (excluding non-working days) prior to the commencement of the AGM or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 09. Any person to whom this notice is sent who is a person nominated by a shareholder holding their shares on behalf of that person to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/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/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 10. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company. 11. The members of the Company may require the Company to publish, on its website, (without payment) a statement (which is also passed to the Auditor) setting out any matter relating to the audit of the Company's Financial Statements, including the Auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from members representing at least 5% of the total voting rights of the Company. Such requests must be made in writing and must state your full name and address and be sent to the Company at North Suite First Floor, Regency Court Glategny Esplanade, St Peter Port, Guernsey, Channel Islands GY1 1WW. 12. Information regarding the Annual General Meeting is available from the Company's page of the Investment Manager's website at schiehallionfund.com. 109 Shareholder information 13. Members have the right to ask questions at the Appendix meeting and the Company must cause to be answered any such questions relating to the business Articles of Incorporation being dealt with at the meeting, provided that no such As permitted by section 153(2) of The Companies answer need be given if: (Guernsey) Law, 2008, the Board is proposing to amend article 122(5) of the existing Articles of Incorporation so a. to do so would interfere unduly with the as to allow the directors (acting in their entire discretion) preparation for the meeting or involve the to determine the location of board meetings rather than, disclosure of confidential information; as is currently the case, the location of the meeting b. the answer has already been given on a website being deemed to take place from where the Chairperson | | in the form of an answer to a question; or | participates at the start of the meeting. | | --- | --- | --- | | c. it is undesirable in the interests of the company | | Article 122(5) of the Articles of Incorporation shall be | | | or the good order of the meeting that the | amended as follows: | question be answered. (5) A meeting of the directors may consist of a 14. Members have the right to require the directors of the conference between directors some or all of whom Company to call a general meeting upon receiving are in different places provided that each director who requests to do so from members who hold more participates in the meeting is able: than 10% of such of the capital of the Company as a. to hear each of the other participating directors carries the right of voting at general meetings of the addressing the meeting or read what is said or Company (excluding any capital held as treasury communicated by each of the other directors; shares) and to require that notice of any resolutions and identified in such a request as being intended to be moved at the meeting be circulated with notice of the b. if he so wishes, to address each of the other meeting pursuant to section 204(2) of the Companies participating directors simultaneously, whether (Guernsey) Law, 2008. directly, by conference telephone or by any other form of communication equipment (whether in 15. Any corporation which is a member can appoint one use when this article is adopted or developed or more corporate representatives who may exercise subsequently) or by a combination of such on its behalf all of its powers as a member provided methods and provided that they are in constant that they do not do so in relation to the same shares. communication with each other and the directors 16. As at 21 March 2025 (being the last practicable day entitled to attend such meeting so agree. prior to the publication of this notice) the Company’s Aquorum shall be deemed to be present if those issued share capital consisted of 1,021,988,907 conditions are satisfied in respect of at least the ordinary shares, carrying one vote each. Therefore, number of directors required to form a quorum. the total voting rights in the Company as at 21 March A meeting held in this way shall be deemed to 2025 were 1,021,988,907votes. take place at such location as the directors may, acting in their entire discretion, determine the 17. Any person holding 3% or more of the total voting place from where the chairman of the meeting rights of the Company who appoints a person other participates at the start of themeeting. than the Chairperson of the meeting as his/her proxy will need to ensure that both he/she and his/ her proxy complies with their respective disclosure obligations under the Disclosure Guidance and Transparency Rules. 18. To be validly passed, the special resolution must be passed by a majority of not less than 75%. A resolution passed at the meeting on a show of hands is passed by a majority of not less than 75% if it is passed by not less than 75% of: (a)the members who, being entitled to do so, vote in person on the resolution, and (b) the persons who vote on the resolution as duly appointed proxies of members entitled to vote on it. A resolution passed on a poll taken at a meeting is passed by a majority of not less than 75% if it is passed by members representing not less than 75% of the total voting rights of the members who, being entitled to do so, vote in person or by proxy on the resolution. 110 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Further shareholder ## information | Sources of further information on the | Share register enquiries | | --- | --- | | company | Computershare Investor Services (Jersey) Limited | | The price of shares is quoted daily in the Financial | maintains the share register on behalf of the | | Times and can also be found on the Company’s | Company. In the event of queries regarding shares | | website at schiehallionfund.com, Trustnet at | registered in your own name, please contact | | trustnet.co.uk andon other financial websites. | the Registrars on +44 (0) 370 707 4040 or at | | Monthly factsheets are also available on the Baillie | info@computershare.co.je. | Gifford website. These are available from Baillie This helpline also offers an automated self-service Gifford on request. functionality (available 24 hours a day, 7 days a | The Schiehallion Fund Identifiers | week) which allows you to: | | --- | --- | | ISIN GG00BJ0CDD21 | • hear the latest share price; | | Sedol BJ0CDD2 | • confirm your current share holding balance; and | | Ticker ordinary shares MNTN | • order Change of Address and Stock Transfer | forms. Legal Entity Identifier 213800NQOLJA1JCWXQ56 You can also check your holding on the Registrars’ The ordinary shares and the Company are listed website at investorcentre.co.uk. They also offer a on the London Stock Exchange and their prices free, secure share management website service are shown in the Financial Times under ‘Investment which allows you to: Companies’. • view your share portfolio and see the latest market price of your shares; Key dates The Annual Report and Financial Statements are • calculate the total market price of each normally issued in March and the Annual General shareholding; Meeting will normally be held in May. • view price histories and trading graphs; • change address details; and • use online dealing services. To take advantage of this service, please log in at investorcentre.co.uk and enter your shareholder Reference Number and Company Code (this information can be found on your share certificate). 111 Shareholder information ## Electronic proxy voting If you hold stock in your own name you can choose to vote by returning proxies electronically at **eproxyappointment.com**. If you have any questions about this service please contact Computershare on +44 (0) 370 707 4040 or at **info@computershare.co.je**. ## CREST proxy voting If you are a user of the CREST system (including a CREST Personal Member), you may appoint one or more proxies or give an instruction to a proxy by having an appropriate CREST message transmitted. For further information please refer to the CREST Manual. ## Data protection The Company is committed to ensuring the confidentiality and security of any personal data provided to it. Further details on how personal data is held and processed on behalf of the Company can be found in the privacy policy available on the Company's website **schiehallionfund.com**. ## Automatic exchange of information In order to fulfil its legal obligations under the Guernsey Common Reporting Standard Legislation relating to the automatic exchange of information, the Company is required to collect and report certain information about certain shareholders. The legislation will require investment companies to provide personal information to the Guernsey authorities on certain investors who purchase shares in investment funds. As an affected company, The Schiehallion Fund Limited will have to provide information annually to the local authority on the tax residencies of non-UK based certificated shareholders and corporate entities. ## Foreign account tax compliance act Pursuant to the reciprocal information sharing inter governmental agreement entered into by the States of Guernsey and the US Treasury, and for the purposes of the US Foreign Account Tax Compliance Act ('FATCA') of the Company registered with the Internal Revenue Service ('IRS') as a Foreign Financial Institution ('FFI') and received a Global Intermediary Identification Number (R2NXXB.9999. SL.831). The Company can be located on the IRS FFI list. ## Alternative Investment Fund Managers ('AIFM') Regulations In accordance with the Alternative Investment Fund Managers Regulations, information in relation to the Company's leverage and the remuneration of the Company's AIFM, Baillie Gifford & Co Limited, is required to be made available to investors. In accordance with the Directive, the AIFM's remuneration policy is available at **bailliegifford.com** or on request (see contact details on page 117) and the numerical remuneration disclosures in respect of the AIFM's relevant reporting period are also available at **bailliegifford.com**. The Company's maximum and actual leverage levels at 31 January 2025 are shown below: | | Gross method | Commitment method | | --- | --- | --- | | Maximum limit | 1.20:1 | 1.10:1 | | Actual | 0.99:1 | 1.00:1 | 112 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Third party data ## provider disclaimer No third party data provider (‘Provider’) makes any FTSE Index data warranty, express or implied, as to the accuracy, Source: London Stock Exchange Group plc and its completeness or timeliness of the data contained group undertakings (collectively, the ‘LSE Group’). herewith nor as to the results to be obtained by ©LSE Group 2025. FTSE Russell is a trading name recipients of the data. of certain of the LSE Group companies. ‘FTSE®’ No Provider shall in any way be liable to any ‘Russell®’, ‘FTSE Russell®, are trade marks of the recipient of the data for any inaccuracies, errors relevant LSE Group companies and are used by or omissions in the index data included in this anyother LSE Group company under license. document, regardless of cause, or for any damages Allrights in the FTSE Russell indices or data (whether direct or indirect) resulting therefrom. vest in the relevant LSE Group company which NoProvider has any obligation to update, modify owns the index or the data. Neither LSE Group or amend the data or to otherwise notify a recipient nor its licensors accept any liability for any errors thereof in the event that any matter stated herein or omissions in the indices or data and no party changes or subsequently becomes inaccurate. may rely on any indices or data contained in this communication. No further distribution of data Without limiting the foregoing, no Provider shall have fromthe LSE Group is permitted without the relevant any liability whatsoever to you, whether in contract LSE Group company’s express written consent. (including under an indemnity), in tort (including TheLSE Group does not promote, sponsor or negligence), under a warranty, under statute or endorse the content of this communication. otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgements, or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein. 113 Shareholder information ## Sustainable Finance Disclosure ## Regulation (‘SFDR’) The EU Sustainable Finance Disclosure Regulation (‘SFDR’) does not have a direct impact in the UK due to Brexit, however, it applies to third-country products marketed in the EU. As Schiehallion is marketed in the EU by the AIFM, Baillie Gifford & Co Limited, via the National Private Placement Regime (‘NPPR’) the following disclosures have been provided to comply with the high-level requirements of SFDR. The AIFM has adopted Baillie Gifford & Co’s Stewardship Principles and Guidelines as its policy on integration of sustainability risks in investment decisions. More detail on the Investment Manager’s approach to sustainability can be found in the Stewardship Principles and Guidelines document, available publicly on the Baillie Gifford website bailliegifford.com. 114 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited ## Glossary of terms and ## AlternativePerformance ## Measures (‘APM’) An alternative performance measure is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. Total net assets Total value of all assets held less current liabilities, other than liabilities in the form of borrowings. Net asset value Also described as shareholders’ funds, net asset value (‘NAV’) is the value of total assets less liabilities (including borrowings). The NAV per share is calculated by dividing this amount by the number of ordinary shares or C shares, as applicable, in issue. Net current assets Net current assets comprise current assets less current liabilities excluding borrowings. Premium/(discount) (APM) As stock markets and share prices vary, the Company’s share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting NAV per share from the share price and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium. Ordinary shares 2025 2024 Closing NAV per share (a) 133.69¢ 118.37¢ Closing share price (b) 108.00¢ 71.50¢ (Discount)/premium ((b – a) ÷ (a) expressed as a percentage) (19.2%) (39.6%) Total Return The total return is the return to shareholders after reinvesting the net dividend on the date that the share price goes ex-dividend. The Company does not pay a dividend, therefore, the one year total returns for the share price and NAV per share at book and fair value are the same as the percentage movements in the share price and NAV per share at book and fair value as detailed on page 20. Capital deployed (APM) Capital deployed reflects cumulative amounts invested since inception of the Company. Internal rate of return (IRR) (APM) The IRR indicates the annualised rate of return for the Company’s investment portfolio. 115 Shareholder information ## Gross multiple on invested capital (MOIC) (APM) The MOIC expresses, as a multiple, how much return the Company has made on investment realisations and income, relative to its book cost. ## Ongoing charges (APM) The total recurring expenses (excluding the Company's costs of dealing in investments and borrowing costs) incurred by the Company as a percentage of the average net asset value. | Ordinary shares | 2025 US$'000 | 2024 US$'000 | | --- | --- | --- | | Investment management fee | 9,562 | 8,211 | | Other administrative expenses | 1,956 | 1,263 | | **Total expenses** (a) | **11,518** | **9,474** | | Average net asset value (b) | 1,248,889 | 1,108,288 | | **Ongoing Charges ((a) + (b) expressed as a percentage)** | **0.92%** | **0.85%** | ## Leverage (APM) For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method which increases the Company's exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company's exposure and its net asset value and can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the Company's positions after the deduction of US dollar cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other. ## Average revenue growth rate (APM) Calculated by taking an average of each investee company's last twelve months revenue growth (as a percentage). ## Average movement in company valuation/share price (APM) Calculated by taking an average of all valuation movements (as a percentage) by portfolio company and by line of portfolio company share class. ## Contribution (APM) Contribution to absolute performance (in US$ terms) is used to illustrate how an individual stock has contributed to the overall return. It is calculated by taking the average portfolio company weight for the period multiplied by the absolute return. This is calculated on a daily basis and compounded to provide the overall contribution of a portfolio company to the performance of the full portfolio. The absolute return of a portfolio company is determined by calculating the share price movements in that holding whilst taking into account any purchase or sale transactions that have occurred in the period. The absolute return is in US$ terms and therefore takes into account the foreign exchange movement between the portfolio company's local currency and US dollar. 116 Annual Report and Financial Statements 2025 The Schiehallion Fund Limited # Company information ## Directors **Chairperson:** Dr Linda Yueh CBE John Mackie CBE Trudi Clark Richard Holmes ## Registrar **Computershare Investor Services (Jersey) Limited** First Floor, Tudor House Le Bordage St Peter Port Guernsey, Channel Islands GY1 1DB T: +44 (0)370 707 4040 ## Independent Auditor **KPMG Channel Islands Limited** Glategny Court Glategny Esplanade St Peter Port Guernsey, Channel Islands GY1 1WR ## Administrator, Secretary, Designated Manager and Registered office **Alter Domus (Guernsey) Limited** North Suite First Floor, Regency Court Glategny Esplanade St Peter Port Guernsey, Channel Islands GY1 1WW T: +44 (0)1481 742250 ## Depositary **The Bank of New York Mellon (International) Limited** 160 Queen Victoria Street London EC4V 4LA ## Further information **Client Relations Team** Baillie Gifford & Co Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)800 917 2113 enquiries@bailliegifford.com ## Investment Manager and Alternative Investment Fund Managers **Baillie Gifford & Co Limited** Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)131 275 2000 bailliegifford.com ## Corporate Broker **Winterflood Securities Limited** Riverbank House 2 Swan Lane London EC4R 3GA ## Company details schiehallionfund.com Company Registration No. 65915 ISIN: GG00BJ0CDD21 Sedol: BJ0CDD2 Ticker: MNTN Legal Entity Identifier 213800NQOLJA1JCWXQ56 117 ## schiehallionfund.com Calton Square, 1 Greenside Row, Edinburgh EH1 3AN Telephone +44 (0)131 275 2000