Annual Report and
Financial Statements
The Schiehallion
Fund Limited
31 January 2026
Notes
None of the views expressed in this document should be construed
asadvice 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.
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
The Schiehallion Fund Limited
01
Contents
Introduction
Financial highlights 02
An overview of The Schiehallion Fund Limited 04
Strategic report
Chairperson’s statement 06
Investment Manager’s review 09
One year summary 14
Five year summary 16
Summary of results since inception 17
Review of investments 18
Portfolio executive summary 22
Baillie Gifford's approach to valuing private companies 27
Environmental, social and governance (‘ESG’) considerations 29
Baillie Gifford – proxy voting 32
List of investments 34
Business review 38
Governance report
Directors and management 55
Directors’ report 58
Corporate governance report 64
Audit Committee report 71
Directors’ remuneration report 74
Statement of Directors’ responsibilities 77
Financial report
Independent Auditor’s report 79
Statement of comprehensive income 85
Statement of financial position 86
Statement of changes in equity 87
Statement of cash flows 88
Notes to the Financial Statements 89
Shareholder information
Notice of Annual General Meeting 110
Further shareholder information 116
Communicating with shareholders 118
Third party data provider disclaimer 120
Sustainable Finance Disclosure Regulation (‘SFDR’) 121
Glossary of terms and Alternative Performance Measures (‘APM’) 122
Company information 124
Annual Report and Financial Statements 2026
02
Financial highlights
Year to 31 January 2026
Share price return
*
64.8%
NAV return
*
32.6%
* Source: LSEG/Baillie Gifford. See disclaimer on page120. 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 pages122 and 123.
All investment strategies have the potential for profit or loss.
Past performance is not a guide to future performance.
The Schiehallion Fund Limited
03
Annual Report and Financial Statements 2026
04
The Schiehallion
Fund Limited seeks to
generate capital growth
for investorsthrough
making 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.
An overview of
TheSchiehallion
Fund Limited
Our philosophy:
Long-term
We have an explicitly long-term view, investing in growth-
stage private companies with the intention to support
them throughout their journey into public markets and
even beyond. We understand that building an exceptional
company is a journey, not something that happens
overnight or changes at the Initial Public Offering (‘IPO’).
We are simply trying to invest in companies for the longest
and steepest part of their growth curves.
Growth
Innovation drives growth. Some of the world’s most
innovative and disruptive companies are in the
private markets. We believe that over the long-run,
the size or pace of change that innovations in
production, process and technology can bring is
misunderstood, over-estimating it in the short-run
and under-estimating in the long-run. We aim to
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
frommacroeconomics 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
inour 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’).
The Strategic report includes
pages06 to 53 and incorporates
the Chairperson’s statement and
the Investment Manager’s review.
Strategic
report
Annual Report and Financial Statements 2026
06
Chairperson’s
statement
For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 122 and 123.
Past performance is not a guide to future performance.
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 2026, the
Company’s ordinary share net asset value (‘NAV’)
returned 32.6% and share price returned 64.8%.
The share price discount to NAV moved from a
discount of 19.2% to a premium of 0.4% at the
year-end. Further commentary on performance is
included in the Investment Manager’s report on
page9.
Over the period from 27 March 2019 (launch date) to
31 January 2026, the Company’s ordinary share NAV
returned 77.9% and share price returned 78.0%.
Capital allocation
Over the year to 31 January 2026, the Company
bought back 11.7 million shares at a cost of
approximately US$13.2 million. These buybacks all
took place in the first 10 months of the financial year,
with the discount narrowing materially at the end of
theperiod.
Should the premium move to a widening discount,
the Board intends to continue to allocate capital
towards share repurchases. In considering whether to
repurchase shares, the Board will take into account
any supply and demand imbalance in the Company’s
shares, the discount at which the Company’s shares
trade, working capital requirements and the pipeline
of investment opportunities.
Any share repurchases will be funded from the sale
of listed investments or from selected secondary
trades from the Company’s private company
investments.
Strategic report
07
The Schiehallion Fund Limited
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
in2027.
Shareholders may recall that, at the AGM in 2024,
authority was granted to allot or sell from treasury
up to 102,882,390 ordinary shares. This authority
expires at the AGM to be held in 2029. 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
awhole.
Listing migration and tax residency
In December 2025, the Company’s shares migrated
from the Specialist Fund Segment and were
admitted to the Closed-ended Investment Funds
(‘CEIF’) Category of the Official List of the FCA and
to trading on the Main Market of the London Stock
Exchange. This is expected to broaden the appeal
and accessibility of the shares to a wider range of
investors. The migration is expected to improve
the Company’s ability to market the shares to retail
investors (where appropriate) and improve the
liquidity in the shares as a result of having access to
a larger pool ofcapital.
With effect from 1 February 2026 the Company has
become tax resident in the UK and has UK investment
trust status for UK tax purposes. The Company’s
election into the United Kingdom investment trust
regime is expected to benefit the Company by aligning
the Company’s location more closely to its place of
listing as well as to take advantage of the double
taxation agreements in the UK thereby preventing
future tax leakage on some of the Company's
holdings. In addition, this election will also make
the Company more attractive to investors who may
otherwise be tax sensitive to investing in a vehicle that
is tax resident outside the United Kingdom.
Costs and charges
The ongoing charges for the ordinary shares as at
31 January 2026 were 0.96% (2025 – 0.92%).
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 Investment Manager
absorbs the majority of the valuation costs
and legal costs associated with making private
companyinvestments.
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 year the net revenue return per ordinary share
was negative 1.35 cents (year to 31 January 2025,
negative 0.39 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 55 and
56. All the Directors are subject to annual re-election
at the AGM in May.
The Board continues to place significant
emphasis on robust succession planning and
the ongoing refreshment of its composition. As
part of this succession planning, the Directors
reviewed the skills and experience of the Board;
considered recent and anticipated developments
in the commercial and regulatory landscape; and
appointed Fletcher Jones and Trust Associates to
commence the search for two new Directors.
Strategic report
Annual Report and Financial Statements 2026
08
Annual General Meeting
The AGM will be held at 12.00pm GMT on Thursday
14 May 2026 at the offices of Herbert Smith Freehills
Kramer LLP, Exchange House, Primrose Street,
London EC2A 2EG. Shareholders are reminded
that they are able to submit proxy voting forms
before the applicable deadline on Tuesday 12 May
2026 and also to direct any questions for the Board
or Investment Manager 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
12 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 The Companies (Guernsey) Law, 2008,
the Board is proposing to amend article 116(1) of the
existing Articles of Incorporation so as to increase
the aggregate annual limit on directors’ fees from
£430,000 per annum to £473,000 per annum
to allow for an interim increase in the number of
Directors to ensure a smooth transition isconducted.
No other changes are being proposed.
Information on the resolutions can be found on
pages 61 and 62. The Directors consider that all
resolutions to be put to shareholders are in their
and the Company’s best interests as a whole and
recommend that shareholders vote in their favour.
Investment outlook
There is a prospect of some potentially generational
IPOs later in 2026, including a few companies
held in the portfolio. If this transpires, it would
be an important marker for some of the most
sought-after private growth companies transitioning
into public markets and would also offer further
liquidity for the Company to continue pursuing
an attractive opportunities set across the private
growthlandscape.
Dr Linda Yueh CBE
Chairperson
7 April 2026
09
The Schiehallion Fund Limited
Investment Manager’s
review
Reflections
Schiehallion takes its name from the mountain in
Perthshire, Scotland, chosen by scientists in 1774 for
a Royal Society experiment that used the mountain’s
gravitational pull to help estimate the mean density
(and therefore mass) of the Earth – an early attempt
to “weigh the world”. This remains an apt starting
point for a portfolio seeking to hold the best private
growth companies globally. We spend our time
trying to take the measure of businesses that are
still, by definition, not fully observable through the
daily verdicts of public markets. The task is less
about precision in any single moment than about
building conviction over time – testing assumptions,
triangulating evidence, and distinguishing enduring
progress from passing noise.
If the 2026 reporting year had a defining feature
for Schiehallion, it was that several of those signals
aligned at once. The Company delivered a strong
year in NAV terms (+32.6% for the year ended
31January 2026) alongside an even stronger
showing in the share price (+64.8% for the
period). The final quarter of 2025 was particularly
strong (NAV +9%; share price +23%), and this
positive sentiment continued into January 2026.
Consequently, by the end of the reporting year the
discount to NAV in Schiehallion had been completely
eliminated, with the Company trading at a slight
premium of 0.4%. This was the first time this has
occurred since October 2022.
Peter Singlehurst
Portfolio Manager
Robert Natzler
Deputy Manager
For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 122 and 123.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
10
These developments coincided with an important
corporate milestone: the Company completed a
change in listing segment on the London Stock
Exchange in December 2025, moving away
from the Specialist Fund Segment – reserved for
professional investors and where it had traded since
inception – and now being available to a wider set
of shareholders. This marks an important inflection
point in Schiehallion’s evolution that broadens
the potential shareholder base and reflects the
Company’s continuing maturation.
Schiehallion was established to give shareholders
access to the subset of private companies that have
outgrown venture capital as their natural backers yet
still retain the potential to become large standalone
public businesses over time. Many of the world’s
most innovative businesses continue to stay private
for longer. A decade ago, the typical company
reached the stock market in under seven years. Now
that figure is closer to eleven. The result has been
the emergence of private ‘mega-caps’ – the likes
of SpaceX, ByteDance or Anthropic – companies
valued in the hundreds of billions of dollars and
which would rank among some of the largest public
companies in their respective geographies were they
to be listed.
The portfolio increasingly exhibits the natural
characteristics of this evolution, providing access
to a set of genuine private champions driving an
emerging asymmetric return profile within the
Company. We remain greatly enthused by the
broader opportunity set on offer within private
growth markets and are excited about providing
shareholders with continued access to tomorrow’s
champions today.
Performance
Schiehallion’s NAV progress through the financial
year was driven predominantly by valuation uplifts
in several of the Company’s largest private holdings,
alongside a more mixed experience among listed
positions as public market sentiment oscillated.
The three largest contributors to absolute NAV
performance were Italian digital product company
Bending Spoons, space infrastructure giant SpaceX,
as well as the Chinese social media company
ByteDance. The three largest detractors to absolute
NAV performance were Indian digital media and
content platform Dailyhunt (Ver Se Innovation),
the sustainable chemicals business Solugen, and
corporate spend management platform Brex.
Among the contributors, Bending Spoons continued
to execute its acquisition-led strategy and ended
the year with momentum, including announced
agreements to acquire the digital internet media
and content brand, AOL, as well as the shared
experience marketplace, Eventbrite. The company
also completed its latest funding round during the
fourth quarter to support ongoing investment and
future acquisitions.
SpaceX’s contribution was driven most directly
by secondary market signals. It was reported in
December that the company would be commencing
a secondary share sale that would potentially
value it at US$800 billion. This ultimately resulted
in a notable valuation uplift, making it the second
largest holding within the portfolio (behind Bending
Spoons). The company continues to exhibit arguably
one of the strongest competitive advantages that
we have ever seen. After the reporting period
SpaceX also announced the acquisition of artificial
intelligence company, xAI, potentially further
strengthening the advantage around the core
infrastructure it has already built in its launch and
Starlink satellitebusinesses.
11
The Schiehallion Fund Limited
ByteDance similarly finished the year strongly,
supported by a reported share auction valuation and
evolving clarity around the future structure of TikTok
in the US. It continues to serve as a reminder of the
fertile growth opportunities on offer in a geography
like China.
The detractors reflected a mix of company-specific
execution challenges and the market’s repricing
of relevant public comparables. Dailyhunt (Ver Se
Innovation) faced operational pressures in 2025,
with operating revenue reported to have declined
and a sharper focus on cost control and reducing
burn as it tried to stabilise the business. These
developments led to valuation reductions during
theyear.
Solugen also experienced operational headwinds
during the year as it continues to work towards
scaling its Bioforge facilities. Brex suffered its
most material impact earlier in the year following a
valuation markdown, attributed to a sharp decline
in peer group valuations alongside slowing top-line
growth. Shortly before the end of the reporting
period it was also announced that Brex is set to
be acquired by Capital One, with the transaction
expected to close in the middle of 2026.
Portfolio
The fundamental health of the portfolio remains
robust. Weighted average revenue growth stood at
54% for the overall portfolio at 31 December 2025
– more than two and a half times that of the Nasdaq
100 public market index – with the top ten holdings
growing faster still (66%). Furthermore, 62% of
the portfolio is invested in companies that were
profitable on a net income basis at 31December
2025, while only 17% of the portfolio is exposed to
holdings with a cash runway of less than two years,
thereby giving us confidence about the overall
financial resilience across theportfolio.
By the end of the year the portfolio comprised
53 holdings, six of which are listed (11.9% of
net assets). The geographic breakdown also
continues to showcase the truly global nature of
our opportunity set. While 54.3% of the portfolio
is invested in US businesses, there are also notable
allocations to Europe (20.6%), China (11.2%) and
the UK (9.4%). The three largest sector exposures
within the Company are Information Technology
(42.3%), Industrials (21.8%) and Financials
(11.9%). The ten largest companies in the portfolio
comprised 58.9% of total net assets, with such
concentration expected given the asymmetric return
profile that we would expect to continue seeing
overtime.
For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 122 and 123.
Strategic report
Annual Report and Financial Statements 2026
12
Activity
During the year we continued to balance three
capital deployment options, namely bringing new
investments into the portfolio, supporting existing
investments, as well as conducting share buybacks
at points where we believed the prevailing discount
offered an attractive deployment opportunity.
Overall, the pace of deployment remained steady
over the course of the year, with eight new
investments entering the portfolio (compared to six
in the previous reporting year). This also meant that
Schiehallion reached full deployment for the first
time in its history, having sold all treasury bills by the
midpoint of the year. We also made seven follow-on
investments in existing holdings, further supporting
these names on their growth journeys. There were
three complete sales of listed names, coupled with
one complete sale via a secondary transaction–
evidence of the continued strong competition
for capital within the Company. We also utilised
secondary markets to trim two positions during
theperiod.
In 2025 we saw the public markets begin to re-
engage, in a selective way, with the kind of scaled
private businesses that Schiehallion targets. Within
the portfolio there were two IPOs during the year,
namely the US neobank, Chime Financial (in June
2025), as well as the AI-powered cardiac imaging
company, HeartFlow (in August 2025). While Chime
Financial has had a bumpy ride since its listing so far
with the share price coming under some pressure,
HeartFlow has been more resilient and proved to be
a positive contributor to absolute NAV performance
during the reporting year.
Separately, one of the most striking features of
today’s private markets is the speed with which
disruption can compound once a technology shift
finds genuine product and market fit. Our own
investment in the AI model developer, Anthropic,
during 2025 sits squarely in this context: advanced
AI is changing how companies build and defend
their advantage, speeding up product development,
and driving greater investment in computing
infrastructure and specialist talent across the
economy. This is merely one example of how private
growth companies are at the forefront of some of
the most disruptive change we are currently seeing
around us.
This is also evident among our other new
investments during the period. These included: UK
fintech Revolut, which is exhibiting an impressive
pace of product iteration while rapidly scaling;
Anduril, the US autonomous defence systems maker,
which is disrupting an industry that has remained
largely unchanged for decades; and Rippling, a
US workforce management company exhibiting
impressive growth driven by an innovative modular
platform spanning HR, IT and finance. Other
new US investments included Avanci (a patent
licensing platform), Clear Street (a cloud-based
financial infrastructure company), and Cellares (a
biopharmaceutical company automating and scaling
cell therapy manufacturing).
We also made one new investment in China, namely
in the lifestyle content community and consumer
decision-making platform, Inspire (more widely
known as RedNote). This business has built high-end
brand equity with affluent users and is well placed to
benefit from long-term Chinese consumption trends
and developments in AI.
Having reached full deployment during the
period– and with competition for capital remaining
strong–we also made four complete sales to
help fund the aforementioned new investments.
These moves comprised three listed sales, namely
the online accommodation platform, Airbnb, the
technology-driven health insurance provider, Oscar
Health, as well as the corrective eyewear retailer,
Warby Parker. We also sold online learning platform,
Masterclass, via a secondary transaction.
Finally, additional portfolio activity during the year
consisted of periodic listed reductions in financial
technology companies Wise and Affirm, as well
as precision medicine company, Tempus AI. This
was coupled with reductions through secondary
transactions in SpaceX (once during the reporting
period and once thereafter) as well as data security
and management company, Cohesity. These
reductions were made for portfolio management
reasons, and it is worth noting that the likes of
SpaceX (second largest), Wise and Affirm (both
within the top ten) remain as significant holdings
within the portfolio.
13
The Schiehallion Fund Limited
Looking Forward
Despite continued geopolitical and macroeconomic
uncertainty around the globe, we enter the coming
year with three reasons for significant optimism.
Firstly, the portfolio’s fundamentals remain strong:
delivering high growth, improving profitability, and
having robust cash runways across the private
cohort, allowing these companies to continue
capitalising on their respective opportunities.
Secondly, we are seeing an increasing maturity in
the portfolio’s largest holdings, several of which
now sit among the world’s most significant private
companies, and continue to generate external
datapoints that help validate intrinsic value. By
31January 2026 Schiehallion held investments
in six of the ten largest private growth companies
in the world (by publicly available estimates).
The Company therefore continues to offer an
exceptionally compelling pathway for shareholders
to benefit from the incredible amount of growth and
innovation occurring within private markets. Finally,
we cast our eyes towards our broader opportunity
set, which makes us excited about pursuing new
investments within the portfolio in the coming year.
While the bar for entry remains high – particularly
given the level of full deployment – we retain multiple
avenues to create capacity over time, including the
disciplined recycling of capital as liquidity events
arise across the portfolio (such as IPOs or secondary
transactions) and through ongoing portfolio
management, ensuring we can act when truly
exceptional opportunities presentthemselves.
Peter Singlehurst
Robert Natzler
7 April 2026
Strategic report
Annual Report and Financial Statements 2026
14
One year
summary
The following information
illustrates how The
Schiehallion Fund Limited
performed overthe year ended
31January2026.
For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 122 and 123.
* Key performance indicator.
†
Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages 122 and 123.
Source: Baillie Gifford/LSEG. See disclaimer on page 120.
Ordinary shares
31 January
2026
31 January
2025 % change
Shareholders’ funds US$1,795.91m US$1,369.96m
Net asset value* 177.28¢ 133.69¢ 32.6% *
Share price* 178.00¢ 108.00¢ 64.8% *
Premium/(discount)
†
* 0.4% (19.2%)
Number of shares in issue 1,013,033,907 1,024,738,907
Market capitalisation US$1,803.20m US$1,106.72m
Ongoing charges
†
* 0.96% 0.92%
Year ended
31 January
2026
Year ended
31 January
2025
Revenue loss per share (1.35¢) (0.39¢)
Period’s high and low
Year ended 31 January 2026 Year ended 31 January 2025
Ordinary shares High Low High Low
Net asset value per ordinary share 177.28¢ 125.08¢ 133.89¢ 112.90¢
Share price 180.00¢ 83.00¢ 120.00¢ 57.00¢
Premium/(discount)
†
0.4% (35.1%) ( 7. 3%) (52.4%)
15
The Schiehallion Fund Limited
* Key performance indicator.
†
Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages122 and 123.
Source: Baillie Gifford/LSEG. See disclaimer on page120.
NAV and ordinary share price total return
*
†
(figures rebased to 100 at 31 January 2025)
Ordinary share premium/(discount) to net asset value
*
†
(figures plotted on a monthly basis)
J
2026
J
2025
FMAMJJAS NOD
●
NAV*
●
Share price*
80
170
150
140
130
120
110
100
90
160
20262025
JJFMAMJ JASNOD
●
Premium/(discount)*
(40%)
0%
10%
(20%)
(3
0%)
(10%)
Strategic report
Annual Report and Financial Statements 2026
16
Five year
summary
Total return
*
performance
(figures rebased to 100 at 31January 2021)
The following charts indicate how
an investment in The Schiehallion
Fund has performed over the five
year period to 31January 2026.
Premium/(discount)
*
to net asset value
(figures plotted on a monthly basis)
* Alternative performance measure – see Glossary of terms and alternative performance measures on pages 122 to 123.
Source: LSEG/Baillie Gifford. See disclaimer on page 120.
Past performance is not a guide to future performance.
Annual net asset value and share price total return
*
20262021 2022 2023 2024 2025
Cumulative to 31 January
●
NAV per share
●
Share price
0
200
50
150
100
2026
2021 2022 2023 2024 2025
Years to 31 January
●
Premium/(discount)
(60%)
60%
(40%)
40%
0%
20%
(20%)
2026
2022
2023 2024 2025
Years to 31 January
● NAV per share return ● Share price return
(100%)
(75%)
(50%)
(25%)
0%
25%
50%
75%
100%
17
The Schiehallion Fund Limited
* For a definition of terms used see Glossary of terms and alternative performance measures on pages 122 and 123.
†
Alternative performance measure. See Glossary of terms and alternative performance measures on pages 122 and 123.
# 27 March 2019, launch date and first trade date.
‡ The calculation of revenue earnings/(loss) per share is based on the revenue from ordinary activities after taxation and the weighted average number of
shares in issue (see note 5 to the Financial Statements on page 93).
¶ For the period 4 January 2019, date of incorporation of the Company, to 31January 2020.
The C shares were issued in April 2021 and converted to ordinary shares on 8 September 2023.
Source: Baillie Gifford/LSEG. See disclaimer on page 120.
Past performance is not a guide to future performance.
Summary of results
since inception
*
Capital
Total net
assets
US$'000
Shareholders'
funds
US$'000
Net asset value per share†
¢
Share price
¢
Premium/(discount)†
%
At 31 January
Ordinary
share C share
Ordinary
share C share
Ordinary
share C share
2020 493,080 493,080 103.32 121.50 1 7. 6
2021 706,080 706,080 146.99 180.00 22.5
2022 1,472,512 1,472,512 158.20 97.26 212.00 118.00 34.0 21.3
2023 1,153,183 1,153,183 119.42 79.37 92.00 49.00 (23.0) (38.3)
2024 1,219,137 1,219,137 118.37 71.50 (39.6)
2025 1,369,957 1,369,957 133.69 108.00 (19.2)
2026 1,795,908 1,795,908 177.28 178.00 0.4
Revenue
Cumulative performance
(taking 27 March 2019 as 100)
At 31 January
Ordinary
net asset
value total
return
†
Ordinary
share
price total
return
†
27 March 2019
#
100 100
2020 104 122
2021 147 180
2022 159 212
2023 120 92
2024 119 72
2025 134 108
2026 178 178
Income
US$'000
Total
comprehensive
income/(loss)
US$'000
Revenue earnings/
(loss) per share‡
¢
Ongoing charges†
%
Period/year to
31 January
Ordinary
share C share
Ordinary
share C share
2020
¶
7,747 17,438 1.33 0.34
2021 2,764 208,302 (0.33) 0.77
2022 362 30,269 (1.47) (0.28) 0.89 0.38
2023 2,800 (319,329) (0.98) (0.35) 0.87 0.71
2024 8,211 67,805 (0.12) 0.85
2025 7,509 155,066 (0.39) 0.92
2026 1,716 439,126 (1.35) 0.96
Strategic report
Annual Report and Financial Statements 2026
18
Review of
investments
A review of the Company’s
tenlargest investments as
at31January 2026.
SpaceX
SpaceX is a space transportation and
satellite communications company. It
designs, manufactures, and launches
advanced reusable rockets and
spacecraft, while also operating a
satellite constellation for global internet
connectivity, known as Starlink. By
embracing innovation and vertical
integration, it has opened a series of
cost and capability improvements which
are transforming the space industry.
Geography United States
Valuation at
31 January 2026
US$243,490,000
% of net assets 13.6%
Valuation at
31 January 2025
US$128,811,000
% of net assets 9.4%
Net purchases/(sales) in
the year
(US$24,999,000)
© SpaceX
Geography Italy
Valuation at
31 January 2026
US$261,386,000
% of net assets 14.6%
Valuation at
31 January 2025
US$111,244,000
% of net assets 8.1%
Net purchases/(sales) in
the year
US$9,965,000
Bending Spoons
Bending Spoons is an Italian owner
and operator of leading digital
products around the globe. It is an
acquisitive business that has built a
world class team and a set of tools
to integrate acquired businesses into
their infrastructure, improve product
features and optimise pricing. The
revenue from their existing stable of
products in turn provides capital for
further acquisitions.
19
The Schiehallion Fund Limited
ByteDance
ByteDance is a leading technology
company offering online social media
and entertainment services – primarily
in China – with a growing international
presence. Its flagship products include
Toutiao, a newsfeed, and Douyin,
a short-form video platform known
as TikTok outside China. ByteDance
excels in customising content for
users through advanced artificial
intelligence. This approach allows
ByteDance to drive user engagement
and advertising revenue.
Geography China
Valuation at
31 January 2026
US$139,178,000
% of net assets 7. 7 %
Valuation at
31 January 2025
US$85,177,000
% of net assets 6.2%
Net purchases/(sales) in
the year
–
© Imaginechina Limited/Alamy Stock Photo
Geography United Kingdom
Valuation at
31 January 2026
US$72,762,000
% of net assets 4.1%
Valuation at
31 January 2025
US$36,275,000
% of net assets 2.6%
Net purchases/(sales) in
the year
–
Wayve
Wayve is a UK-based autonomous
driving technology company founded
in 2017. It takes a novel approach to
self-driving, using affordable cameras
and AI rather than expensive sensors
and detailed maps. By relying on
end-to-end deep learning, its cars
can learn the rules of the road directly
from experience, rather than from
hand-coded instructions.
© Wayve
Databricks
Databricks – a data and AI company –
helps organisations unlock the power
of their own data through the use of
analytics and artificial intelligence.
Every business today generates vast
amounts of information, including
customer records, transactions,
website activity or even sensor data
from machines. The challenge is
making sense of it all. Databricks
provides a single platform where
companies can bring this information
together, organise it, and use it to
make better decisions.
Geography United States
Valuation at
31 January 2026
US$80,168,000
% of net assets 4.5%
Valuation at
31 January 2025
US$39,029,000
% of net assets 2.8%
Net purchases/(sales) in
the year
–
Strategic report
Annual Report and Financial Statements 2026
20
Geography United States
Valuation at
31 January 2026
US$51,874,000
% of net assets 2.9%
Valuation at
31 January 2025
US$39,796,000
% of net assets 2.9%
Net purchases/(sales) in
the year
–
© Shutterstock/mundissima
Stripe
Stripe is a technology company
that helps businesses handle
money online. It lets companies
accept payments from customers,
manage recurring subscriptions,
issue payment cards, prevent fraud,
connect to bank accounts, calculate
taxes, and more – all through easy-to-
use software tools.
Denotes listed investments previously held in the portfolio as a private company investment.
Wise
Wise is an international money
transfer business. Wise tackles
the problem of high fees and low
transparency faced by consumers
sending money internationally.
Its approach of matching flows in
countries at the prevailing exchange
rate enables Wise to significantly
reduce costs while offering
consumers a better exchange rate.
Geography United Kingdom
Valuation at
31 January 2026
US$63,730,000
% of net assets 3.5%
Valuation at
31 January 2025
US$83,229,000
% of net assets 6.1%
Net purchases/(sales) in
the year
(US$13,571,000)
© Wise
Affirm
Affirm is a financial technology
company offering flexible payment
solutions for larger ticket purchases.
Operating primarily in the United
States, Affirm provides a “Buy Now,
Pay Later” (BNPL) service that allows
customers to split a payment into
manageable instalments. This service
is seamlessly integrated at the point
of sale, making it easy for consumers
to choose a payment plan that suits
their budget.
Geography United States
Valuation at
31 January 2026
US$49,857,000
% of net assets 2.8%
Valuation at
31 January 2025
US$79,224,000
% of net assets 5.9%
Net purchases/(sales) in
the year
(US$35,047,000)
© Bloomberg/Getty Images
21
The Schiehallion Fund Limited
Geography United States
Valuation at
31 January 2026
US$45,957,000
% of net assets 2.6%
Valuation at
31 January 2025
–
% of net assets –
Net purchases/(sales) in
the year
US$25,000,000
Anthropic
Anthropic is an AI company that builds
enterprise-focused frontier models and
products, best known for its Claude
assistant and the Claude Code tool.
Claude is used by organisations to
support knowledge work and software
development, including tackling
longer, multi-step tasks and helping
coordinate work across tools and
documents. Anthropic has reported
growing enterprise adoption, and
Claude Code has gained attention as a
practical coding-focused offering used
to assist with real-world development
workflows.
© photo for everything – stock.adobe.com
Geography Portugal
Valuation at
31 January 2026
US$46,245,000
% of net assets 2.6%
Valuation at
31 January 2025
US$20,790,000
% of net assets 1.5%
Net purchases/(sales) in
the year
US$1,671,000
Tekever
Tekever is a Portuguese start-up
aspiring to be Europe’s leading aerial
intelligence company, transforming
maritime surveillance and critical
infrastructure monitoring whilst
proving indispensable in modern
defence operations. It utilises a
software-first and machine-centric
approach to their product and service
design, and offers a high degree of
flexibility for customers.
Generated with AI
Strategic report
Annual Report and Financial Statements 2026
22
Performance
1 year
%
3 years
%
5 years
%
Since inception
% *
Share price 64.8% 93.5% (1.1%) 78.0%
NAV 32.6% 48.5% 20.6% 77.9%
*
Inception date: 27 March 2019.
All figures are stated on a total return basis† for periods to 31 January 2026.
†
Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123.
Source: Baillie Gifford/LSEG. See disclaimer on page120.
Portfolio executive
summary
Denotes listed investment previously held in the portfolio as a private company investment.
Contributors
†
Contribution to
absolute performance
(%) *
Absolute return
(%)#
Bending Spoons 11.7
125.8
Space Exploration Technologies 9.5 127.6
ByteDance 4.4 63.4
Databricks 2.8 105.4
Tekever 2.6 112.7
* Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123.
# Absolute performance (in US$ terms) has been calculated on a total return basis (including reinvestment of any dividends paid by portfolio holdings)
over the period 1 February 2025 to 31 January 2026.
†
The contributors to and detractors from Company performance are listed in descending order.
Source: Revolution.
Detractors
†
Contribution to
absolute performance
(%) *
Absolute return
(%) #
Dailyhunt (Ver Se Innovation) (2.1)
(70.1)
Solugen (1.3) (48.4)
Brex (0.9) (31.9)
Superhuman Platform (Grammarly) (0.8) (34.3)
Chime Financial (0.7) (31.0)
Key contributors to and detractors from Company performance – year to 31 January 2026
New buys
Anduril Industries
Anthropic
Avanci
Cellares
Clear Street Group
Inspire
Revolut
Rippling (People Center)
Reductions
Affirm
Cohesity
Space Exploration Technologies
Tempus AI
Wise
Complete sales
Airbnb
Masterclass
Oscar Health
Warby Parker
Additions
Bending Spoons
Carbon
Faire Wholesale
Merlin Labs
Nuro
PsiQuantum
Tekever
23
The Schiehallion Fund Limited
Distribution of net assets
Geographical as at 31 January 2026
The above sectoral distribution is not derived from any index.
Sectoral
% at
31 January
2026
% at
31 January
2025
Number of
investments
at 31 January
2026
1 Information technology 42.3 30.6 20
2 Industrials 21.8 15.9 7
3 Financials 11.9 1 7. 0 6
4 Communication services 8.3 8.8 2
5 Healthcare 5.0 5.1 5
6 Consumer discretionary 4.6 8.6 5
7 Consumer staples 3.1 3.8 4
8 Materials 2.0 3.6 2
9 Real estate 0.4 0.8 2
10 Net current assets 0.6 5.8
Sectoral as at 31 January 2026
Geographical
% at
31 January
2026
% at
31 January
2025
Number of
investments
at 31 January
2026
1 United States 54.3 56.8 34
2 Italy 14.6 8.1 1
3 China 11.2 8.4 4
4 United Kingdom 9.4 8.7 3
5 Portugal 2.6 1.5 1
6 Lithuania 2.1 1.7 1
7 India 1.7 3.9 2
8 Germany 1.3 2.0 2
9 Singapore 1.3 1.5 1
10 Australia 0.5 1.0 1
11 Brazil 0.4 0.6 1
12 Canada – <0.1 1
13 Sweden – <0.1 1
14 Net current assets 0.6 5.8
3
4
5
7
8
9
2
6
1
3
4
5
10
2
6
7
8
9
1
Strategic report
Annual Report and Financial Statements 2026
24
Transaction value
Showing transactions in private companies prior to the reporting date
(US$’000).
Historical snapshot
Since our inception in 2019, The Schiehallion Fund Limited has deployed US$1.38bn of capital in private
companies.
0
500,000
300,000
200,000
400,000
100,000
202220212020 2023 202620252024
Sale
Takeover
Listed
Followon
Buy
Follow on
Buy
Listed Ta keover
Sale
11
private companies listed
47
private companies currently held
03
private companies taken over
Company size
Our portfolio tends to be weighted to the upper end of the maturity curve, focused on late stage private
companies who are scaling up and becoming profitable. The below table represents total equity value at
31January 2026.
Cap Total equity value (US$) Net assets %
Number of
private companies
Number of
listed holdings
Micro <$300m 0.7 7 –
Small $300m–$2bn 10.0 11 1
Medium $2bn–$10bn 25.7 17 2
Large >$10bn 63.0 12 3
99.4 47 6
25
The Schiehallion Fund Limited
Year ended
31 January 2026
US$’000
Year ended
31 January 2025
US$’000
Opening fair value
999,607 869,709
Purchases at cost 194,966 121,914
Sales – proceeds (32,140) (32,383)
– gains/(losses) 15,603 (39,224)
Change in categorisation (57,100) (18,468)
Change in fair value 451,704 98,059
Closing fair value 1,572,640 999,607
Private company overview
Concentration
At 31 January 2026 we held 47 private companies
which equated to 8 7. 5 % of total net assets.
Net current assets represent 0.6% of total net assets.
All figures stated as percentage of total net assets, as at 31 January 2026.
Private exposure
(31 January 2026)
Bending Spoons 14.6%
Space Exploration Technologies 13.6%
ByteDance 7. 7 %
Databricks 4.5%
Wayve 4.1%
Portfolio activity – year to 31 January 2026
US$195 million was deployed in private companies
during the year. New investments in Anduril
Technologies, Anthropic, Avanci, Cellares, Clear
Street Group, Inspire, Revolut and Rippling
(PeopleCenter).
HeartFlow and Chime Financial listed in the year.
Total net assets – 100.0%
Top 10 private companies – 56.5%
Total investments – 99.4%
Top 5 private companies
– 44.5%
Strategic report
Annual Report and Financial Statements 2026
26
Performance of listed holdings at 31 January 2026 held previously as private company investments from
date of initial investment of each holding to 31 January 2026
(absolute performance in US dollar terms %)
● Absolute performance from initial investment to initial public offering %
● Absolute performance from initial public offering to 31 January 2026 %
● Total absolute performance from initial investment to 31 January 2026 %
-100 0 100 200 300
400
Wise
Tempus AI
Oddity
HeartFlow
Chime Financial
Affirm
Source: Revolution/Baillie Gifford.
Note: Absolute performance returns cannot be added together as they are geometric.
27
The Schiehallion Fund Limited
We hold our private company investments at
‘fair value’, i.e. the price that would be paid in an
open-market transaction. Valuations are adjusted
both during regular valuation cycles and on an ad hoc
basis in response to ‘trigger events’. Ourvaluation
process ensures that private companies are valued
inboth a fair and timely manner.
The valuation process is overseen by a valuations
group at Baillie Gifford, which takes advice from an
independent third party (S&P Global). The valuations
group is independent from the investment team with
all voting members being from different operational
areas of the firm, and the portfolio managers only
receive final valuation notifications once they have
been applied.
We revalue the private holdings on a three-month
rolling cycle, with one-third of the holdings
reassessed each month. During stable market
conditions, and assuming all else is equal, each
investment would be valued four times in a
twelve-month period. For Schiehallion and our
investment trusts, the prices are also reviewed
twiceper 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
ofcomparable 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.
The valuations team also monitors relevant market
benchmarks on a weekly basis and updates
valuations in a manner consistent with our external
valuer’s (S&P Global) most recent valuation report
where appropriate.
The data below quantifies the revaluations carried
out during the twelve months to 31 January 2026,
however it does not reflect the ongoing monitoring
of the private investment portfolio which has not
resulted in a change in valuation.
The Schiehallion Fund Limited*
Instruments valued 492
Instruments held
90
Percentage of portfolio revalued up to 4 times
34.4%
Percentage of portfolio revalued 5 or more times 65.6%
* Data reflecting year to 31 January 2026.
Baillie Gifford’s approach to
valuing private companies
Strategic report
Annual Report and Financial Statements 2026
28
29
The Schiehallion Fund Limited
Baillie Gifford’s integrated approach towards
the consideration of Environmental, Social and
Governance (‘ESG’) factors when pursuing
investments in high growth private companies is
articulated below:
ESG in our philosophy
The Schiehallion Fund invests in companies with a
minimum time horizon of five years. Using a genuine
long-term approach to investment means looking
beyond the narrow scope of traditional financial
analysis to consider a range of factors that may affect
the ability of the fund’s holdings to thrive over the
long term. In this regard good governance is crucial
towards enabling companies to deliver on their
potential. Over our investment horizon, we also believe
that scalability and profitability depend not only on
a company’s ability to serve customers well and
execute on its business model, but also on its ability
to do this without jeopardising its social licence to
operate. As such, we do not separate consideration of
a company’s role in the broader investment ecosystem
from our investment work, under ESG or any other
rubric. These considerations are core to long-term
investing. It is the long-term nature of the growth
ambition within our investment philosophy that leads
us to pay special attention to the external effects of
a company’s operations, both positive and negative.
Over periods of five years or longer these can have
a profound impact on a company’s relationship with
customers, regulators and staff, ultimately serving
as either a significant contributor or detractor to the
growth of a business. Our approach is not about being
a moral conscience for our clients. Instead, it is a vital
part of practising the philosophy that we believe will
grow the value of their capital over the long term.
ESG in our process
The consideration of material ESG factors – those
that are likely to affect the financial condition or
operating performance of portfolio companies – is
well-suited to Baillie Gifford’s approach to investing
Environmental, social
and governance (‘ESG’)
considerations
in private markets due to its long-term investment
horizon and emphasis on active ownership. Baillie
Gifford’s Private Companies Team focuses its
research into potential investments through a
proprietary 10-Question research framework. These
questions aim to address issues such as the scale of
the opportunity, the competitive edge and potential
returns, while others focus specifically on ESG-
related elements.
For example, Question Four of the framework
(“How will the leadership and cultural attributes
help this business achieve its long-term business
vision?”) considers company leadership, the broader
stakeholders within the workplace and whether
the company cultivates an effective organisational
mindset capable of delivering the mission. Question
Five then focuses on external stakeholders (“Do the
company’s customers like them?”). This question
is geared towards broader ecosystem impact
and considers, among other aspects, whether
the company is listening and responding well to
the developing needs of a growing and changing
customer base. Question Six of the framework
specifically explores any material environmental and
social factors in greater depth (“How do environmental
and social factors create opportunities and risks?”).
Beyond the research framework we also consider
how we can assist specific companies, with the focus
often being on governance. While we do not take
active board seats, we occasionally take observer
seats and frequently provide encouragement, input
and introductions as companies look to evolve a
stronger governance structure that is better suited for
public markets.
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,
we benefit from the research and expertise of
Baillie Gifford’s broader team of ESG professionals,
academic networks and impact and climate-focused
investment teams.
Strategic report
Annual Report and Financial Statements 2026
30
ESG engagement
The Company has given discretionary voting powers
to Baillie Gifford. For public holdings within the
Company, the Investment Manager votes against
resolutions they consider may damage shareholders’
rights or economic interests.
The Company believes that it is in the shareholders’
interests to consider environmental, social and
governance (‘ESG’) factors when selecting and
retaining investments and has asked the Investment
Manager to take these issues into account. The
Investment Manager does not exclude companies
from their investment universe purely on the grounds
of ESG factors but adopts a positive engagement
approach whereby matters are discussed with
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.
By engaging with both the private and public
companies within the Company's portfolio, the
Investment Manager seeks to build constructive
relationships with these companies to better inform
investment activities and, where necessary, effect
changes within holdings, ultimately with the goal of
achieving better returns for shareholders. As owners
of these companies at an earlier point in their overall
growth journey – i.e. while they are still private –
the Investment Manager is able to gain deeper
and longer-term insight due to the length of these
relationships. The potential continuation of these
relationships through the Initial Public Offering (‘IPO’)
and into public markets is a key reason why these
companies choose Schiehallion as a partner.
31
The Schiehallion Fund Limited
• Capital Structuring
The Investment Manager has continued to discuss
capital structures with investee companies
that have been exploring a range of different
options in this regard. The Company's long-term
horizon enables the Investment Manager to
offer well-aligned advice with the intention of
limiting unintended and potentially destructive
consequences that can arise from complicated
capital structures. Across the year, engagement
topics included share class structures (including
dual-class considerations), non-dilutive and debt-
related financing options (including venture debt
and public bond considerations), and transaction
structures such as SPACs/PIPEs, where relevant.
When negotiating terms, the Investment Manager
seeks clean terms that are well aligned with the
long-term interests of shareholders.
• The IPO Process
The Investment Manager often engages with
portfolio companies that are thinking about the
IPO process. From a practical perspective Baillie
Gifford is well placed to advise on aspects such
as where to list, the range of reporting that is
necessary, and employee stock options, for
example. More generally advice also pertains
to what kind of public company these private
companies eventually want to be. During
the year, this support also included acting
as a sounding board on listing strategy and
implementation considerations (including share
class structures), and helping companies prepare
for the requirements of public market investor
engagement by sharing insights on public markets
“storytelling” and investor relations readiness.
Engagement topics
Due to the private nature of the majority of companies
within the portfolio, we are unable to disclose the
exact nature of our discussions with specific
management teams. That said, there are common
themes that we engage companies on, and these are
pursued in line with our approach to adding value to
portfolio holdings, namely around governance, capital
structuring and providing network support.
• Governance
Where the Investment Manager can add value is
on board composition and, more specifically, board
transition. Companies within the portfolio are often
transitioning from an investor-led board to an
independent board as they grow. The Investment
Manager supports companies to build a board of
directors that is useful in the long term, including
by introducing prospective independent director
candidates and supporting board evolution (for
example, through board observer roles, where
appropriate). Owing to Baillie Gifford’s decades-
long experience investing in and engaging with
public companies, the Investment Manager has
access to a network of potential board members
that can be introduced to relevant companies
and can engage our internal Governance team
to advise on good board composition more
broadly. During the year, this included specific
board-building introductions for selected portfolio
holdings. At a practical level, Baillie Gifford
continues to convene forums that help companies
prepare for the governance demands of life in
public markets, sharing learnings from across
our global network and supporting the transition
from investor-led to independent boards. Events
in 2025 comprised CFO-focused gatherings in
Scotland and Palo Alto, California, as well as
Baillie Gifford’s Private Companies AGM event in
New York.
Strategic report
Annual Report and Financial Statements 2026
32
Baillie Gifford –
proxy voting
We believe that ‘active ownership’ of our clients’
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
apolicy.
A broad cross-section of our investment staff
areinvolved in our ongoing work on stewardship.
In the same way that our investment approach is
based around empowered and independent teams,
our voting and engagement is led by the individual
investment teams. In keeping with our decentralised
and autonomous culture, our investment teams will,
on occasion, elect to vote differently on the same
general meeting resolutions. Where this happens,
wereport 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
interestdisclosure 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
ifwe have not seen sufficient progress.
Portfolio company meeting record*
Voting distribution
†
Percentage of portfolio company
meetings voted with management
100.0%
Percentage of portfolio company
meetings with at least one vote
against, withheld or abstained
0.0%
* The Company voted at 72 meetings in the
year,voting entirely in favour of management
on72 occasions.
Percentage of votes for 96.0%
Percentage of votes against 0.0%
Percentage of votes withheld,
abstained or not submitted
4.0%
† Votes were cast for 286 of the 298 resolutions
proposed over the 82 meetings held in the year.
286 resolutions were voted in favour and 12
resolutions were not voted.
33
The Schiehallion Fund Limited
Strategic report
Annual Report and Financial Statements 2026
34
Name Business Country
2026
Total value
US$’000
2026
% of net
assets
2025
Total value
US$’000
2025
% of net
assets
Bending Spoons Mobile application software operator Italy 261,386 14.6 111,244 8.1
Space Exploration
Technologies
Designs, manufactures and
launches rockets, spacecraft and
satellites
United
States
243,490 13.6 128,811 9.4
ByteDance Social media company China 139,178 7.7 85,177 6.2
Databricks Data software solutions United
States
80,168 4.5 39,029 2.8
Wayve AI based software for
self-drivingcars
United
Kingdom
72,762 4.1 36,275 2.6
Wise Online provider of cross-border
money transfer services
United
Kingdom
63,730 3.5 83,229 6.1
Stripe Online payment platform United
States
51,874 2.9 39,796 2.9
Affirm Fintech providing lending and
consumer credit services
United
States
49,857 2.8 79,224 5.9
Tekever Surveillance-as-a-service
technology
Portugal 46,245 2.6 20,790 1.5
Anthropic AI safety and research United
States
45,957 2.6 – –
Vinted Online marketplace Lithuania 37,110 2.1 23,430 1.7
HeartFlow Medical technology company United
States
33,619 1.9 15,925 1.2
Chi Forest Technology Non-alcoholic beverages China 33,139 1.8 21,973 1.6
Tempus AI Offers molecular diagnostics tests
for cancer and aggregates clinical
oncology records
United
States
32,637 1.8 46,435 3.4
Revolut Neobank and fintech company
thatoffers a wide range of
financialservices
United
Kingdom
31,915 1.8 – –
Anduril Industries Software and hardware based
defence systems
United
States
30,199 1.7 – –
Clear Street Group Financial technology company United
States
30,000 1.7 – –
PsiQuantum Silicon photonic quantum
computing
United
States
27,827 1.5 23,536 1.7
List of
investments
As at 31 January 2026
Denotes listed investment previously held in the portfolio as a private company investment.
35
The Schiehallion Fund Limited
Name Business Country
2026
Total value
US$’000
2026
% of net
assets
2025
Total value
US$’000
2025
% of net
assets
Epic Games Gaming platform United
States
27,404 1.5 27,018 2.0
Faire Wholesale Online wholesale marketplace United
States
26,864 1.5 27,997 2.0
Flix European long-distance bus and
train provider
Germany 24,140 1.3 24,114 1.8
Inspire Social networking and
e-commerceplatform
China 24,000 1.3 – –
Bolttech Global insurance platform services Singapore 23,941 1.3 20,000 1.5
Nuro Delivery business, using self-driving
purpose-built electric vehicles
United
States
23,568 1.3 14,870 1.1
Rappi Provider of an on-demand delivery
platform designed to connect
consumers with local stores
United
States
20,745 1.2 23,190 1.7
Kepler Computing Semiconductor company United
States
20,043 1.1 20,221 1.5
Avanci Application software United
States
20,000 1.1 – –
Zetwerk Manufacturing Fabricated metal products India 19,320 1.1 19,488 1.4
Brex Corporate credit cards for startups United
States
19,075 1.1 28,014 2.1
Rippling (People Center) US software company United
States
18,304 1.0 – –
Chime Financial Digital banking platform United
States
17,246 1.0 24,987 1.9
Superhuman Platform
(Grammarly)
Online platform for checking
grammar, spelling and improving
written communication
United
States
16,705 0.9 25,435 1.9
Solugen Solugen exists to scale synthetic
biology and bring green chemicals
to the world
United
States
15,651 0.9 30,301 2.2
Oddity Online direct-to-customer skincare
and cosmetics
United
States
15,270 0.9 22,180 1.6
Cellares Biotech company providing robust
and reproducible cell therapy
United
States
15,000 0.8 – –
Merlin Labs Autonomous flight technology United
States
14,654 0.8 13,483 1.0
Tanium Provides security and systems
management solutions
United
States
14,274 0.8 15,698 1.2
Runway AI Artificial Intelligence based
applications developer
United
States
13,494 0.8 10,000 0.7
Dailyhunt
(Ver Se Innovation)
Telephone voice, data, text
messaging, and roaming services
India 10,257 0.6 34,314 2.5
Tenstorrent Processor architecture and
software solutions
United
States
9,619 0.5 10,000 0.7
Workrise Technologies Online platform connecting
contractors with work
United
States
9,527 0.5 14,467 1.1
Denotes listed investment previously held in the portfolio as a private company investment.
Strategic report
Annual Report and Financial Statements 2026
36
Name Business Country
2026
Total value
US$’000
2026
% of net
assets
2025
Total value
US$’000
2025
% of net
assets
Pet Circle (Millell) Pet food and accessories Australia 9,445 0.5 12,945 1.0
Away (JRSK) Manufactures luggage United
States
9,059 0.5 8,411 0.6
Honor Technology Provider of home-care services United
States
8,376 0.5 7,877 0.5
Loft Online property platform Brazil 8,010 0.4 9,763 0.6
Cohesity Global Storage provider United
States
7,7 5 2 0.4 11,302 0.8
Bottle Planet Producer of alcoholic beverages China 7,695 0.4 8,756 0.6
Carbon Manufactures and develops
3Dprinters
United
States
4,453 0.2 6,701 0.5
Illumina CVR Gene sequencing equipment
andconsumables
United
States
75 <0.1 407 <0.1
Indigo Agriculture Agricultural technology company United
States
15 <0.1 100 <0.1
Blockstream Financial software developer Canada – – 339 <0.1
McMakler Digital real estate broker Germany – – 2,079 0.2
Northvolt Battery developer and manufacturer Sweden – – 600 <0.1
Total investments 1,785,074 99.4
Cash 13,001 0.7
Other current assets and liabilities (2,167) (0.1)
Net current assets 10,834 0.6
Total net assets 1,795,908 100.0
Listed
investments
%
Private
company
investments
%
Net current
assets
%
Net
assets
%
31 January 2026 11.9 8 7. 5 0.6 100.0
31 January 2025 21.3 72.9 5.8 100.0
37
The Schiehallion Fund Limited
Allocation of net assets
Name
2026
Total value
US$’000
2026
% of net
assets
2025
Total value
US$’000
2025
% of net
assets
Listed investments 212,434 11.9 290,843 21.3
Private company investments 1,572,640 8 7. 5 999,607 72.9
US Treasury Bills – – 77,334 5.6
Cash and cash equivalents 13,001 0.7 6,118 0.5
Net current assets less capital gains tax provision (2,167) (0.1) (3,945) (0.3)
Total net assets 1,795,908 100.0 1,369,957 100.0
Company metrics
Capital
deployed
*
Number
of private
company
acquisitions
Number of
IPOs/listings
Gross
Internal
Rate of
Return
(IRR)
*
Gross
Multiple on
Invested
Capital
(MOIC)
*
Since launch US$1,376m 63 11 10.6% 1.5
* Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages122 and 123.
Strategic report
Annual Report and Financial Statements 2026
38
Business model
Business and status
The Schiehallion Fund Limited (the ‘Company’)
isanon-cellular investment company limited by
shares, registered and incorporated in Guernsey
under the Companies (Guernsey) Law, 2008
(the ‘Companies Law’) on 4 January 2019, with
registration number 65915. The Company is a
registered closed-ended investment scheme
registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law 2020 and the Registered
Collective Investment Scheme Rules, 2021 issued
by the Guernsey Financial Services Commission
(‘GFSC’). During the year the Company applied and
was given admission for the Ordinary Shares to be
admitted to the closed-ended investment funds
category of the Official List and to trading on the
Main Market of the London Stock Exchange with
effect from 10 December 2025.
The Company has a fixed share capital consisting
of ordinary shares, although, subject to shareholder
approval, it may purchase its own shares or
issueshares.
The authority to purchase shares expires at the end
of the Company’s Annual General Meeting (‘AGM’)
and the Directors are seeking to renew this authority
at the AGM on 14 May 2026.
The authority to issue ordinary shares will expire
immediately prior to the AGM to be held in 2029
(or,if earlier, five years from 10 May 2024).
Shareholder approval will be sought to renew the
authority to issue shares at the2029 AGM. The
price of the ordinary shares is determined, like other
listed shares, by supply and demand. The Company’s
shares are denominated in US dollars.
The Company is an Alternative Investment Fund
(‘AIF’) for the purposes of the UK Alternative
Investment Fund Managers Regulations.
Investment objective
The Company’s investment objective is to generate
capital growth for investors through making
long-term minority investments in later stage
privatebusinesses that the Company considers
tohave transformational growth potential and
tohave the potential to become publicly traded.
Investment policy
In making its initial investment in a business,
theCompany will seek to invest in private
businesseswhich it considers have the potential
to become admitted to trading on a public stock
exchange. Those investments will typically take
theform of equity or equity-related instruments
(which may include, without limitation, preference
shares, convertible debt instruments, equity-related
and equity-linked notes and warrants) issued by
investeecompanies.
The Company will only invest in private businesses
that are considered to have some or all of the
following features:
• the potential to grow revenue and earnings
multiple fold over the long term;
• scalable business models that should enable
thosebusinesses to grow into their opportunity;
• robust competitive advantages;
• exceptional management teams;
• an entry price which significantly undervalues
thelong-term opportunity for the business; and
• an ambition and ability to become stand-alone
public companies.
Business review
The Schiehallion Fund Limited
39
Investee companies may be from any sector and any
geography. While there are no specific limits placed
on exposure to any one sector, the Company will at
all times seek to invest and manage the portfolio in
amanner consistent with spreading investment risk.
With prior approval of the Board, the Company
may permit the use of derivatives for the purpose
of currency hedging, though it currently does not
expect to do so. Save for this and for investments
made using equity-related instruments as described
above, the Company may not engage in derivative
transactions for any purpose.
The Board does not intend to use structural
gearingwith a view to enhancing equity returns
oninvestments. The Company may employ gearing
on a short-term basis for the purpose of bridging
investments and general working capital purposes.
The Company may in aggregate borrow amounts
equalling up to 10% of net asset value, calculated
atthe time of drawdown.
The Company is subject to the following investment
restrictions:
• an investee company must be a private investee
company at the time of the Company’s initial
investment in that investee company. The Company
may, however, make subsequent investments
in the investee company, even if the investee
company has been admitted to trading on
apublicstock exchange in the period since
theCompany’s initial investment;
• a private investee company must have a value
of at least US$500 million at the time of the
Company’s initial investment in the private
investee company. This restriction will not
applytothe Company’s subsequent investments
inthe investee company, if any;
• the Company may not make an initial investment
in a private investee company which exceeds in
value 10% (calculated at the time of investment)
of the Company's most recently published net
asset value (save to the extent that breach of
this 10% limit is due to a change in the value
of the Company’s invested assets or currency
fluctuations from the time of the Company’s firm
commitment to make the investment to the time of
investment);
• the Company may not make any investment or
follow-on investment in an investee company
that would cause the value of the Company’s
holding in that investee company to exceed 19.9%
(calculated at the time of investment or follow-
on investment) of the Company's most recently
published net asset value;
• the Company may not make any investment
in an investee company that would cause the
Company’s holding in that investee company to
exceed 20% (calculated at the time of investment)
of the total issued share capital of the investee
company; and
• the Company will not invest in other listed closed-
ended investment funds.
A reference to the value of assets of the Company
(including investee companies) in the restrictions
above shall refer to the value as determined in
accordance with the Company’s valuation policy
from time to time.
The Company does not currently expect the portfolio
to be majority invested in public investee companies
at any point in time, but it has not set a limit on the
percentage of the portfolio which can be invested
inpublic investee companies at a given time.
It is intended that the Company will be substantially
invested. However, the Company may at any
time hold overnight or term deposits or, pending
investment in investee companies, invest in a
range of cash-equivalent instruments such as US
Treasury Bills or money market funds. There is no
restriction on the amount of cash or cash-equivalent
instruments that the Company may hold and, given
the longer time period involved in identifying,
analysing and agreeing investment terms in private
businesses, the Company may from time to time
hold significant amounts in cash or cash equivalents
pending reinvestment.
Company culture
The Board recognises the importance of a strong
corporate governance culture that meets the
requirements of the Code of Corporate Governance
issued by the Guernsey Financial Services
Commission (the ‘Guernsey Code’), the UK Listing
Rules and other bodies such as the AIC which
contribute to the Company’s long-term success.
Life of the Company
The Company has been established with an
unlimited life.
Strategic report
Annual Report and Financial Statements 2026
40
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 Board will also consider the
discount at which the Company’s shares trade,
when applicable, working capital requirements and
the pipeline of investment opportunities. Any share
repurchases will be funded from the sale of listed
investments or from partial returns of capital from
material realisations from the Company's private
company investments.
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.
In November 2023, the Company announced that
it intended to allocate up to US$20 million towards
share repurchases, and that the Board would keep
its capital allocation and associated share buyback
policy under review. Since then, the Company has
bought back 19.5 million shares for consideration
of US$19.3 million as at 31 January 2026. These
repurchases have largely been funded from cash
and the sale of listed investments. Thediscount
narrowed from 46.8% to a premium of 0.4% over
that period. During the period the Company renewed
this allocation policy and committed a further
US$30million to share repurchases.
Share buybacks – At the last Annual General
Meeting the Company was granted authority
to purchase up to 153,037,243 ordinary shares
(equivalent to 14.99% of its issued share capital
as at 22 May 2025), such authority to expire at
the 2026 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 152,041,157 ordinary
shares representing approximately 14.99% of the
Company’s ordinary shares in issue as at 6 April
2026, 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 2027.
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).
Sharesmay 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. 11,705,000 ordinary shares
were bought back to treasury by the Company for
US$13,175,000 during the year ended 31 January
2026 (31 January 2025 – 5,160,000 ordinary shares
bought back to treasury for US$4,246,000).
Treasury shares – The Company is permitted to
hold shares acquired by way of market purchase in
treasury, rather than being obliged to cancel them.
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.
12,170,000 shares were held in treasury at the year
end (31January 2025 – 465,000).
41
The Schiehallion Fund Limited
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,
arenot less than the last reported net asset value
per ordinary share.
There are no provisions of Guernsey law which
confer rights of pre-emption in respect of the issue
of ordinary shares.
At the AGM held on 10 May 2024, the Directors
were granted shareholders’ approval to dis-apply
the pre-emption rights in respect of the issue of up
to 102,882,390 ordinary shares or C Shares or the
sale of 102,882,390 ordinary shares or C Shares
held as treasury shares of the Company for a period
concluding immediately prior to the Annual General
Meeting of the Company to be held in 2029 (or, if
earlier, five years from the date of passing of such
shareholders’ resolution).
No ordinary shares have been issued since
the passing of the above resolution, therefore,
the Directors have authority to issue a further
102,882,390 ordinary shares or C shares held as
treasury shares as at 31 January 2026. Between
1February and 6 April 2026 1,250,000 shares were
issued from treasury.
Borrowings
The Company’s approach to borrowings is noted
within the Investment Policy detailed on pages38
and 39.
There were no borrowings as at 31 January 2026.
Performance
At each Board meeting, the Directors consider
anumber of performance measures to assess
theCompany’s success in achieving its objectives.
The performance measures on page 42 are up to
31January 2026.
Strategic report
Annual Report and Financial Statements 2026
42
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 page77. These KPIs are
established industry measures.
● NAV total
return
● Share
price total
return
1 yearSince
inception
†
0
20
40
60
80
100
120
140
160
%
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.
† First day of trading on 27 March 2019.
* Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123.
# The C shares were issued in April 2021 and converted to ordinary shares on 8 September 2023.
Past performance is not a guide to future performance.
Share price premium/(discount)
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
to31January2026, ending in a small
premium of 0.4%.
(60)
(40)
(20)
0
20
40
60
● Share price premium/
(discount)
27 Mar 2019
†
%
31 Jan 2026
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.
0.0
0.5
1.0
1.5
2.0
● Ordinary shares ● C shares
#
Jan
22
Jan
23
Jan
25
Jan
26
Jan
24
%
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
andthegrowth characteristics of the portfolio investments may entail periods of underperformance
overtheshort and medium term. The Board continues to monitor the Company’s progress and performance.
Further commentary is provided in the Chairperson’s statement on pages06 to 08.
43
The Schiehallion Fund Limited
Principal and emerging risks
As explained on pages68 and 69, 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
itsbusiness model, future performance, solvency or liquidity. A description of these risks and how they
arebeing managed or mitigated is set out in the table below.
Investment and strategic risk
Liquidity of
investments
What is the risk?
The Company’s investments are
predominantly in private investee
companies or companies which
have recently completed an IPO.
Such investments may not be
liquid or may have restrictions on
sale or transfer of shares. This
may limit the Company’s ability
to realise investments at short
notice or at all.
How is it managed?
By diversification of the
portfolio, in accordance with the
Company’s investment limits and
risk diversification policies.
Rating and
change
Current assessment of risk
Risk Level: Moderate
Stable: The Company has not
seen any significant impact
on underlying liquidity of
investments, however, there
are signs that the IPO market
is opening up.
Market,
economic,
political and
environmental
risks
What is the risk?
From time to time a large
proportion of the total value of
the Company’s portfolio could
be concentrated in a limited
number of investee companies,
which could be adversely
affected by an unexpected
change in their markets, by
governmental intervention or
bya reputational issue. This
could have a material impact on
the overall value of the
Company’s portfolio and
consequential adverse effects
on the Company’s share price.
How is it managed?
The Board assesses this risk
byconsidering, at each meeting,
metrics which have contributed
toperformance as well as
discussion with the portfolio
managers on specific conditions
which the underlying investee
companies face. This risk is also
managed by the Company’s
investment diversification policy.
Rating and
change
Current assessment of risk
Risk Level: High
Increasing: This risk is
considered to be increasing
as governments and
consumers around the
world continue to assess
the impact of heightened
geopolitical tensions
and conflicts as well as
challenging macroeconomic
conditions.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2026
44
Valuation
risk
What is the risk?
The Company invests in late
stage private businesses which
are valued in accordance
with International Private
Equity and Venture Capital
Valuation (‘IPEV’) Guidelines
using appropriate valuation
methods. Such methods include
an element of judgement
which may lead to a material
mis-statement of the valuation
and consequently of the
Company’s net asset value.
How is it managed?
The Investment Manager has a
robust valuation methodology,
which is applied consistently. The
Investment Manager’s valuation
process revalues each of the
private company investments
every 3 months and additional
valuations are carried out in
response to trigger events to
ensure the investments are
carried at fair value. The valuation
process is overseen by the
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
bythe external Auditor.
Rating and
change
Current assessment of risk
Risk Level: Moderate
Stable: This risk is seen
as stable. In periods of
market volatility the Private
Company Valuations Group
will perform trigger analyses
and, ifappropriate, revalue
the affected investments,
asdescribed in the report
onpage27.
Investment
strategy risk
What is the risk?
Pursuing an investment strategy
to fulfil the Company’s objective
which the market perceives to
be unattractive or inappropriate,
or ineffective implementation
of the Company’s investment
strategy, may lead to reduced
returns for shareholders and, as
a result, decreased demand for
the Company’s shares. This may
lead to the Company’s shares
trading at a widening discount
to their net asset value.
How is it managed?
The Board regularly reviews
and monitors the Company’s
investment policy and strategy,
the investment portfolio and
its performance, the level of
discount/premium to net asset
value at which the shares trade
and movements in the share
register. A strategy meeting
isalso held annually. In addition,
the Investment Manager keeps
in close contact with key
shareholders and provides regular
feedback to the Board.
Rating and
change
Current assessment of risk
Risk Level: Moderate
Stable: This risk is considered
to be stable as there are signs
that the market's appetite
for growth stocks, typically
held by the Company, is
recovering. The listing
migration in December lead to
the shares being accessible
to a wider pool of investors
and consequently demand
for the Company's shares
increased.
Discount
risk
What is the risk?
The discount/premium at
which the Company’s shares
trade relative to its net asset
value can change. Such an
imbalance can diminish the
attractiveness of the Company’s
shares to existing investors and
lead to a lack of liquidity in the
Company’s share trading.
How is it managed?
The Board monitors the level of
discount/premium at each Board
meeting. The Company has
authorities in place to buy back
or issue shares, when deemed
to be in the best interests of the
Company and its shareholders.
Rating and
change
Current assessment of risk
Risk Level: Moderate
Decreasing: The discount
narrowed over the year
to 31January 2026. The
Directors continue to buy
back shares when it is
deemed to be in the best
interests of the Company and
its shareholders.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
45
The Schiehallion Fund Limited
Climate and
governance
risk
What is the risk?
Perceived problems on
environmental, social and
governance (‘ESG’) matters
in an investee company
could lead to that company’s
shares being less attractive to
investors, adversely affecting
its share price, in addition
to potential valuation issues
arising from any direct impact of
the failure to address the ESG
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.
How is it managed?
This is mitigated by the
Investment Manager’s ESG
stewardship and engagement
policies, which are integrated
into the investment process, as
well as the extensive upfront and
ongoing due diligence which the
Investment Manager undertakes
on each investee company.
Thisincludes the risk inherent
inclimate change (see page70).
Rating and
change
Current assessment of risk
Risk Level: Low
Stable: The Investment
Manager continues to employ
strong ESG stewardship
and engagement policies.
Active engagement with
portfolio companies and
increased focus on climate
and governance strategy
implementation lead to a
decrease in the rating to low.
External risks
Political and
associated
economic risk
What is the risk?
Global political changes
resulting in policy changes in
areas in which the Company
invests or may invest may have
practical consequences for the
Company and impact financial
performance.
How is it managed?
Political developments and
other social trends are closely
monitored by the Board and
areregularly discussed at
Boardmeetings.
Rating and
change
Current assessment of risk
Risk Level: High
Increasing: This risk is
increasing as governments
and consumers around the
world continue to assess the
impact of ongoing conflicts
and global economic and
political tensions.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2026
46
Legal and
regulatory
risk
What is the risk?
Changes to the regulatory
environment could negatively
impact the Company. Failure to
comply with applicable legal,
regulatory and tax requirements
could lead to suspension of the
Company’s Stock Exchange
listing, financial penalties, a
qualified Audit Report or the
Company being subject to tax
on capital gains.
How is it managed?
To mitigate this risk, Baillie
Gifford’s Business Risk,
Internal Audit and Compliance
Departments provide regular
reports to the Audit Committee
on Baillie Gifford’s monitoring
programmes. The Administrator
provides regular compliance
reports to the Audit Committee
to confirm the relevant Guernsey
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.
Rating and
change
Current assessment of risk
Risk Level: Low
Stable: All control
procedures are deemed
to be working effectively.
There have been no material
regulatory changes that have
occurred during the year.
Operational risks
Performance
and reliance
on third
party service
providers
What is the risk?
In common with most other
investment companies the
Company has no direct
employees and relies entirely
for its operations on third party
service providers. Failure of the
Investment Manager’s systems
or those of another service
provider, such as the Custodian
and Depositary, could lead to
aninability to accurately report
or lead to a misappropriation
ofassets.
How is it managed?
The Audit Committee receives
six monthly reports from
the Investment Manager’s
Business Risk Department on
their monitoring programme
of internal controls. The Audit
Committee also receives ISAE
3402 or equivalent reports on the
Investment Manager and other
service providers. These reports
are reviewed by Baillie Gifford’s
Business Risk Department
and a summary of the key
points is reported to the Audit
Committee and any concerns are
investigated.
Rating and
change
Current assessment of risk
Risk Level: Low
Stable: All control
procedures are deemed
to be working effectively.
Portfolio management and all
regulatory and administrative
tasks have continued
uninterrupted during the
year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
47
The Schiehallion Fund Limited
Cyber
security
threats
What is the risk?
Errors, fraud or control failures
by the Company’s key service
providers or loss of data
through increasing cyber
threats or business continuity
interruptions could damage
the Company’s reputation or
investors’ interests or result
inlosses.
How is it managed?
The Audit Committee receives
confirmation that key service
providers have appropriate cyber/
IT policies to ensure that controls
are in place including business
continuity and disaster recovery
arrangements.
Rating and
change
Current assessment of risk
Risk Level: High
Increasing: This risk is
seen as increasing due to
recent indications that the
continuation of geopolitical
tensions could lead to more
cyber attacks. Emerging
technologies, including AI,
could potentially increase
information security risks.
Inaddition, service providers
operate a hybrid approach
ofremote and office working,
thereby increasing the
potential of a cyber security
threat.
Key
professionals
What is the risk?
Loss of key professionals,
particularly in relation to the
Investment Manager could
impact the Company’s ability
to implement its investment
strategy.
How is it managed?
The Board reviews the Investment
Manager’s performance annually
as well as the resources of the
Investment Manager for attracting
and retaining talent.
Rating and
change
Current assessment of risk
Risk Level: Low
Stable: All procedures are
satisfactory.
Emerging
risks
As explained on pages68 to 69 the Board has regular discussions on principal 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.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2026
48
Viability statement
In accordance with the requirements of the AIC
Code that the Directors assess the prospects of
the Company over a defined period, the Board has
evaluated the long-term prospects of the Company
beyond the twelve-month time horizon assumption
within the going concern framework, taking account
of the longer-term investment strategy of the
Company. Details of how that assessment has been
undertaken are set out below.
The Board undertakes a robust risk assessment of
the principal and emerging risks facing the Company,
as detailed on pages43 to 47, but believes that a
sudden or prolonged downturn in global economies
is the most significant risk facing the Company. Such
a downturn could significantly affect valuations of
the Company’s investments and its net asset value
as well as impacting liquidity since the Company
may not be able to realise its investments at a
reasonable price. The Board believes the Company
would still be viable during such a downturn, since
it does not have any long-term gearing obligations
which might require immediate repayment nor has it
any obligation to pay dividends. The Company also
holds a well-diversified portfolio of investments in
various industries in order to minimise the impact of
any economic shock. Specific liquidity testing was
conducted during the year, including consideration
of the risk of further market volatility resulting from
increasing geopolitical tensions. The stress testing
did not indicate any matters of concern.
Since the Company outsources its operations to
third parties, the viability of the Company could be
impacted if a service provider was unable to provide
or withdrew its services. None of the third party
service providers have experienced any significant
operational difficulties which affected the services
they provide to the Company. In addition, the Board
considers outsourced third party service providers
could be replaced at relatively short notice where
necessary.
Finally, the Investment Manager monitors closely
the Company’s cash requirements to meet ongoing
fees and expenses and expects to maintain around
2% of its assets in cash or near cash to meet these
obligations. At 31 January 2026, the Company held
cash, cash equivalents and liquid listed investments
amounting to US$225.4 million. These liquid assets
could sustain the Company's annual operating
expenses for the viability period as a minimum.
As a result of this analysis, the Board believes the
Company can effectively manage the principal
and emerging risks and uncertainties and remains
confident that the Company will be able to continue
in operation, and does not envisage any change in
strategy, objectives or events that would prevent
theCompany from operating over a period of at least
five years.
In determining the period of assessment, the
Directors consider that five years is appropriate
given it is consistent with the minimum investment
horizon for investors and when valuing the
underlying companies we would normally look
to a medium term. The Company has an even
longer-term time horizon when applying its
investment strategy of 10 years for determining the
performance of the portfolio, however, projecting
longer-term financial and economic scenarios
presents difficulties and therefore making five
years the period of assessment is considered
moreappropriate.
Relations with Stakeholders
Although the Company is domiciled in Guernsey, the
Board has considered the guidance set out in the
AIC Code in relation to section 172 of the Companies
Act 2006 in the UK. Section 172 of the Companies
Act requires that the Directors of a Company must
act in the way they consider, in good faith, would be
most likely to promote the success of the Company
for the benefit of its stakeholders as a whole and in
doing so have regard (amongst other matters and to
the extent applicable) to:
a. the likely consequences of any decision in the
longterm;
b. the interests of the Company’s employees;
c. the need to foster the Company’s business
relationships with suppliers, customers and others;
d. the impact of the Company’s operations on the
community and the environment;
e. the desirability of the Company maintaining
areputation for high standards of business
conduct; and
f. the need to act fairly between stakeholders
oftheCompany.
49
The Schiehallion Fund Limited
Stakeholder Why we engage How we engage and what we do
Shareholders Shareholders are, collectively, the
Company’s owners: providing them
with a return for their investment
in accordance with the Company’s
investment policy and objective is the
reason for its existence.
The Board places great importance on communication
with shareholders. The Annual General Meeting
provides an opportunity for the Board and Investment
Manager to present to shareholders on the Company’s
performance, future plans and prospects. It also allows
shareholders the opportunity tomeet 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 ofall shareholders over the
long term.
Baillie Gifford,
Investment
Manager and
Alter Domus,
Administrator
and Secretaries
The Company’s Board has delegated the
management of the Company’s portfolio
to Baillie Gifford and the administration
of the Company’s operations including
fulfilment of regulatory and taxation
reporting requirements to Alter Domus.
Baillie Gifford and Alter Domus are
therefore responsible for the substantial
activities of the Company and have
the most immediate influence on its
conduct towards the other stakeholders,
subject to the oversight and strategic
directionprovided by the Board.
The Board seeks to engage with its Investment
Manager, Administrator and other service providers
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 the Company’s providers, 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.
In this context and having regard to Schiehallion
being an externally managed investment company
with no employees, the Board considers that the
Company’s key stakeholders are its existing and
potential new shareholders, its externally-appointed
Investment Manager, Baillie Gifford & Co Limited,
and other service providers (Administrator, Corporate
Broker, Registrar, Auditor, Custodian and Depositary),
as well as wider society and the environment.
The Board considers that the Company’s key
stakeholders are aligned, in terms of wishing to
see the Company deliver sustainable long-term
growth, inline with the Company’s stated objective
and strategy, and meet the highest standards of
legal, regulatory, and commercial conduct, with the
differences between stakeholders being merely
amatter of emphasis on those elements.
The Board’s methods for assessing the Company’s
progress in the context of its stakeholders’ interests
are set out below.
Strategic report
Annual Report and Financial Statements 2026
50
Stakeholder Why we engage How we engage and what we do
Portfolio
companies
As all of the Company’s operations are
conducted by third party professional
providers, it is the companies held in
its investment portfolio which have the
primary real-world impact in terms of
social and environmental change, both
positively and negatively, as well as
generating, through their commercial
success, the investment growth sought
by the Company’s shareholders. The
investee companies have an interest
in understanding their shareholders’
investment rationale in order to assure
themselves that long-term business
strategies will be supported.
The Board is cognisant of the need to consider the
impact of the Company’s investment strategy and
policy on wider society and the environment. The Board
considers that its oversight of environmental, social and
governance (‘ESG’) matters is an important part of its
responsibility to all stakeholders. The Board’s review
of the Investment Manager includes an assessment
of their ESG approach and its application in making
investment decisions. The Board reviews Governance
Engagement reports, which document the Investment
Manager’s interactions with investee companies
on ESG matters (see pages29 to 31). The portfolio
managers regularly report to the Board on discussions
with portfolio companies on operational and strategic
matters.
Broker The Company’s brokers provide an
interface between the Company’s Board
and its institutional shareholders.
The Company’s brokers regularly attend Board
meetings, andprovide reports to those meetings, in
order to keep the 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.
Registrar The Company’s registrars provide an
interfacewith those shareholders who
holdthe Company’s shares directly.
The Investment Manager liaises with the registrars to
ensure the frequency and accuracy of communications
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
toprovide an opinion on whether the
Company’s Financial Statements present
a true and fair view of the state of affairs
of the Company and its profit or loss
for the period, and as a whole are free
from material misstatement, as set out in
more detail in the Auditor’s report to the
Members on page79.
The Company’s Auditor meets with the Audit Chair and
the Audit Committee, in the absence of the Investment
Manager where deemed necessary, and the Investment
Manager, Company Secretary and Administrator
undertake to provide all information requested by the
Auditor in connection with the Company’s annual audit
promptly and to ensure that it is complete and accurate
in all respects.
Depositary
and Custodian
The Depositary is responsible for the
safekeeping of the Company’s financial
instruments, as set out in more detail on
page59.
The Depositary provides the Audit Committee with a
report on its monitoring activities. The Investment
Manager’s Business Risk team reviews the relevant
Bank of New York Mellon internal controls report and
reports any relevant matters to theAudit 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.
51
The Schiehallion Fund Limited
Stakeholder Why we engage How we engage and what we do
AIC/industry
peers
The Association of Investment
Companies (‘AIC’) and the Company’s
investment trust industry peers have
an interest in the Company’s conduct
and performance, asadverse market
sentiment towards one investment trust
can affect attitudes towards the wider
industry.
The Company is a member of the AIC, and the Directors
andorthe Investment Manager and Secretaries (as
appropriate) participate in technical reviews, requests
for feedback on proposed legislation or regulatory
developments, corporate governance discussions and/
or training.
Investment
platforms
Investment platforms provide an
interface withshareholders who invest in
the Companyindirectly.
The Investment Manager liaises with the various
investment platforms on strategies for improving
communications with 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
the environment
No entity, corporate or otherwise, can
exist without having an influence on the
society inwhich it operates or utilising
the planet’s resources. Through its
third-party relationships, as noted above,
the Company seeks to be a 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’ sectionabove.
The Board and Investment Manager’s interactions
with the various stakeholders as noted above form
the principal forms of direct engagement with wider
society and in respect of the environment (commercial,
financial, and in terms of planetary health and
resources).
Regulatory bodies Engagement with regulatory bodies is
important to ensure effective compliance
with law and regulation. Failure to
maintain good relations with regulatory
bodies, or comply with relevant law and
regulation, could lead topenalties and
damage the Company’s reputation.
Regulatory risk can be mitigated by
making representations to regulators
regarding the specific circumstances of
investment companies.
The Investment Manager engages regularly with the
Financial Reporting Council (‘FRC’) and where required
the Guernsey Financial Services Commission ('GFSC')
and reports to the Board.
Strategic report
Annual Report and Financial Statements 2026
52
The Board recognises the importance of keeping
the interests of the Company’s shareholders, and of
acting fairly towards them, firmly front of mind in its
key decision making and the Investment Manager
is at all times available to the Board to ensure that
suitable consideration is given to the range of
factors to which the Directors should have regard.
In addition to ensuring that the Company’s stated
investment objective was being pursued, key
decisions and actions during the year which have
required the Directors to have regard to applicable
section 172 factors include:
• In a commitment to uphold the highest standards
of corporate governance and enhance board
performance, the Board undertook a Board
evaluation during the year. This was aimed
at providing an objective assessment of the
Board’s effectiveness and identifying areas for
improvement. By addressing the identified areas
for improvement, the Board aims to further
enhance its governance practices and better
serve the interests of shareholders. The Board
is committed to maintaining transparency,
accountability, and excellence in governance.
More information on the evaluation process can be
found on page 68;
• The Board also performed an annual evaluation
of all service providers and reviewed their
remuneration. This process supports value
for money, cost control and high standards of
service delivery, while promoting accountability
and transparency in the Company’s governance
arrangements. By doing so, the Board seeks to
protect and enhance long-term shareholder value;
• The Company bought back 11,705,000 of its own
shares into treasury at a discount to net asset
value, for subsequent reissue. The Company’s
buy-back strategy takes into account a broad
range of factors, carefully considering and
balancing the positives (in particular, providing
shareholders with additional liquidity for their
shares on terms that enhance net asset value for
remaining shareholders) and any negatives (in
particular, the impact on portfolio composition
and diversification), as well as having regard
to shareholder feedback regarding discount
management. The discount narrowed from 19.2%
at 31 January 2025 to a premium of 0.4% at the
period end; and
• The Board has kept the Company’s trading
segment and tax domicile under regular review
to ensure they support the delivery of long-term
shareholder value. During the year, the Board
took the decision to migrate the Company’s
shares to the Closed-ended Investment Funds
Category of the Main Market, which is expected
to broaden investor appeal and improve share
liquidity. With effect from 1 February 2026, the
Company became UK tax resident and obtained
UK investment trust status, aligning the Company
more closely with the location of its place of listing
as well as to take advantage of the double taxation
agreements in the UK thereby preventing future
tax leakage on some of the Company's holdings. In
addition, this election will also make the Company
more attractive to investors who may otherwise
be tax sensitive to investing in a vehicle that is tax
resident outside the United Kingdom.
Employees, human rights and
communityissues
The Board recognises the requirement to provide
information about employees, human rights
and community issues. As the Company has no
employees, all its Directors are non-executive
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 2026, the Board comprises four
Directors, two of whom are women, including
the Chairperson who is from an ethnic minority
background, and two men. The Company has
noemployees. The Board’s policy on diversity
issetout on page67.
Environmental, social and governance policy
Details of the Company’s policy on socially
responsible investment can be found under
Corporate governance and stewardship on page70.
The Company considers holding board meetings
virtually where appropriate and makes efforts to
provide reports digitally, tolimit non-essential
travel and usage of paper. Allpublicly available
documentation produced is made available digitally.
53
The Schiehallion Fund Limited
The Company considers that it does not fall within
the scope of the Modern Slavery Act 2015 (‘the Act’)
and it is not, therefore, obliged to make a slavery
and human trafficking statement. In any event,
the Company considers its supply chains to be of
low risk as its suppliers are typically professional
advisers. A statement by the Investment Manager
under the Act has been published on the Investment
Manager’s website at bailliegifford.com.
Future developments of the company
The outlook for the Company for the next twelve
months is set out in the Chairperson’s statement
onpages06 to 08 and the Investment Manager’s
review on pages09 to 13.
The Strategic report, which includes pages06
to53was approved by the Board of Directors and
signed on its behalf on 7 April 2026.
Dr Linda Yueh CBE
Chairperson
Governance
report
This Governance report, which
includes pages55 to 77 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.
55
The Schiehallion Fund Limited
Directors and
management
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 Non-Executive Director
of the Independent Football Regulator, Member of the UK Soft Power
Council and the English Law Promotion Panel. She 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 Parks 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 as well as serve on the Advisory Board of Greene King.
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..
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, until September 2018, the senior independent director at Mithras
Investment Trust PLC and, until March 2025, partner in Mithras Capital
Partners LLP. Mr Mackie is currently chairman of the advisory boards
at Amadeus and Angels Seed Fund and Amadeus IV Early Stage Fund.
Inthe 2006 New Years Honours list he was awarded a CBE for services
to business.
John Mackie CBE
Director
Appointed 2019
Directors
Governance report
Annual Report and Financial Statements 2026
56
Ms Trudi Clark was appointed a Director on 4 January 2019 and is
alsoChairperson of the Audit Committee. Ms Clark graduated in
business studies and qualified as a chartered accountant with
RobsonRhodes in Birmingham before moving to Guernsey in 1987.
InGuernsey 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
BankofBermuda as head of European internal audit, later moving into
corporate banking.
In 1995 she joined Schroders in the Channel Islands as CFO and
waspromoted 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 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.
Trudi Clark
Director
Appointed 2019
Mr Richard Holmes was appointed a Director on 2 September 2021.
MrHolmes 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.
All the Directors are members of the Audit Committee with the exception
of Dr Yueh. All Directors are members of the Nomination Committee.
Richard Holmes
Director
Appointed 2021
57
The Schiehallion Fund Limited
The Company has appointed Baillie Gifford & Co
Limited, a wholly-owned subsidiary of Baillie Gifford
& Co, as Investment Manager and as Alternative
Investment Fund Manager (the ‘Investment Manager’
or ‘Baillie Gifford’). Baillie Gifford and Co Limited has
delegated portfolio management services to Baillie
Gifford Overseas Limited. Baillie Gifford & Co is an
investment management firm formed in 1927 out of
the legal firm Baillie & Gifford, WS which had been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust
managers in the UK and, as well as Schiehallion,
currently manages twelve investment trusts
together with investment portfolios on behalf of
pension funds, charities and other institutional
clients, bothin the UK and overseas. Funds
under management or advice of Baillie Gifford
totalled around £183.4 billion as at 7 April 2026.
Investment Manager
Peter is the Head of Private Companies at Baillie Gifford. He joined
thefirm in 2010 and became a partner in 2022. He graduated BA
inPhilosophy, Politics and Economics in 2008 and MA in Philosophy
in2009, 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
BasedinEdinburgh it is one of the leading privately-
owned investment management firms in the UK, with
55partners.
Baillie Gifford has a dedicated Private Companies
investment team of 11 investors. In addition, the
team collaborates with a wider investment resource
of 13 investors, comprising fund managers across
a range of strategies and geographies, helping the
Private Companies team benefit from sourcing and
insights from public market teams. BaillieGifford’s
Private Company investors are supported by a
team of specialist deal lawyers, valuation analysts
and other operational staff to ensure that the
investments are monitored atall stages from pre-buy
to ongoing relations with the companies.
Baillie Gifford & Co Limited, Baillie Gifford & Co and
Baillie Gifford Overseas Limited are all authorised
and regulated by the Financial Conduct Authority.
Governance report
Annual Report and Financial Statements 2026
58
The Directors present their
reporttogether with the
audited Financial Statements
of the Company for the year to
31January 2026.
Directors’ report
Listing status
Since the Company’s ordinary shares were admitted to
trading on the Specialist Fund Segment of the London
Stock Exchange, a regulated market, on 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.
During the year the Company's shares migrated from
the Specialist Fund Segment to the CEIF Category of
the Official List of the FCA and to trading on the Main
Market of the London Stock Exchange with effect from
10 December 2025. More detail on this change can
be found in the circular published to shareholders on
11November 2025 and found on the Company website
at schiehallionfund.com.
Corporate governance
The Corporate Governance report is set out on
pages64 to 70 and forms part of this report.
Investment Manager
The Company has appointed Baillie Gifford & Co Limited
as its Investment Manager. 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$650million; 0.8% on the net asset value
excluding cash or cash equivalent assets exceeding
59
The Schiehallion Fund Limited
US$650 million up to and including US$1.3billion;
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.
The Board is of the view that calculating the fee with
reference to performance would be unlikely to exert
a positive influence on performance.
The Board as a whole fulfils the functions of the
Management Engagement Committee. The Board
considers the Company’s investment management
arrangements and administration arrangements
(detailed below) on a continuing basis and a formal
review is conducted at least annually.
The Board considers, amongst others, the following
topics in its review:
• the quality of the personnel assigned to handle
theCompany’s affairs;
• the investment process and the results achieved
todate;
• the administrative services provided by the
Investment Manager; and
• the marketing effort undertaken by the Investment
Manager.
Following the most recent review, it is the opinion
of the Directors that the continuing appointment of
Baillie Gifford & Co Limited as Investment Manager
and AIFM and the delegation of the portfolio
management services to Baillie Gifford Overseas
Limited, on the terms agreed, is in the interests
of the Company and the shareholders as a whole
due to the strength of the investment management
team, the Investment Manager’s commitment to
the investment funds sector and the quality of the
administrative function.
Administrator
Alter Domus (Guernsey) Limited has been appointed
as Administrator, Secretary and Designated
Manager of the Company (the ‘Administrator’). The
Administrator is responsible for certain aspects of
the day-to-day administration and general secretarial
functions of the Company in conjunction with the
Investment Manager (including but not limited to the
maintenance of the Company’s statutory records).
The Administrator is entitled to receive a fixed
annual fee of £83,669 (exclusive of goods and
services tax), payable quarterly in arrears. This
fee is subject to an annual increase in line with
Guernsey RPI. The Administrator is also entitled to
reimbursement of reasonable costs, expenses and
disbursements properly incurred.
Depositary
In accordance with the Alternative Investment
Fund Managers Directive, the AIFM must appoint a
Depositary to the Company. The Bank of New York
Mellon (International) Limited has been appointed
as the Company’s Depositary. The Depositary’s
responsibilities include cash monitoring, safe
keeping of the Company’s financial instruments,
verifying ownership and maintaining a record
of other assets and monitoring the Company’s
compliance with investment limits and leverage
requirements. The custody function is also
undertaken by The Bank of New York Mellon
(International) Limited.
Governance report
Annual Report and Financial Statements 2026
60
Directors
The names and biographical details of the Board
members who served on the Board as at the year
end and up to the date the Financial Statements
were signed can be found on pages 55 and 56.
The Corporate Governance Code requires that
all Directors be subject to annual election by
shareholders. As a result, the Directors will retire
atthe Annual General Meeting on 14 May 2026
andoffer themselves for re-election. Following a
formal performance evaluation, the Chairperson
confirms that the Board members consider that
theirperformance continues to be effective and
thatthey remain committed to the Company.
TheBoard therefore recommends their re-election
toshareholders.
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 2026 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,
theindemnity 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
beauthorised.
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
2026, consisted of 1,013,033,907 ordinary shares
of US$1 each excluding treasury shares and one
B share (2025 – 1,024,738,907 ordinary shares of
US$1 each excluding treasury shares). 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
totheir respective shareholdings.
Voting
Each shareholder present in person or by proxy
isentitled to one vote on a show of hands and,
onapoll, to one vote for every share held.
Restrictions on voting for certain shareholders in
place in the prior year were removed as part of
the listing migration on 10 December 2025. The
Company introduced a new Class B special voting
share to comply with admission criteria of the Main
Market and being added to the CEIF category of the
Official List of the FCA. More information on this can
be found on page 113. It is recommended that each
shareholder give consideration to the Company’s
Articles of Incorporation and their rights thereunder.
Information on the deadlines for proxy appointments
for the forthcoming AGM can be found on pages 113
to 115.
61
The Schiehallion Fund Limited
Major interests disclosed in the Company’s shares
Name
No. of ordinary
shares notified
at 31 January
2026
% of
issue*
Florida Retirement System
Trust Fund (Direct)
190,900,000 18.8
Baillie Gifford & Co (Indirect) 101,543,087 10.0
RBC Canadian Master Trust
(Indirect)
84,000,772 8.3
BlackRock (Indirect) 61,211,818 6.0
* Calculated as a percentage of the ordinary shares in issue at 31 January
2026 excluding treasury shares.
The number of ordinary shares listed above is per
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
6April 2026.
Directors’ interests
The Directors are not required to hold shares in
theCompany. The Directors at the end of the year
under review, and their interests in the Company are
shown in the following table. There have been no
changes intimated in the Directors’ interests up to
6April 2026.
Nature of
interest
Ordinary
shares
held at
31 January
2026
L Yueh Beneficial 44,573
J Mackie Beneficial 91,278
T Clark Beneficial 60,808
R Holmes Beneficial 54,801
Issuance of shares and share buybacks
At the Annual General Meeting held on 10 May 2024
the Directors were granted shareholders’ approval
to disapply the pre-emption rights in respect of
the issue of up to 102,882,390 ordinary shares or
Cshares or the sale of 102,882,390 ordinary shares
or C shares held as treasury shares of the Company
for a period concluding immediately prior to the
Annual General Meeting of the Company to be held
in 2029 (or, if earlier, five years from the date of
passing such shareholders’ resolution).
At the last Annual General Meeting, the Company
was granted authority to purchase up to 153,037,243
ordinary shares (equivalent to 14.99% of its issued
share capital at 22 May 2025), such authority to
expire at the 2026 Annual General Meeting.
In the year to 31 January 2026, no ordinary shares
were issued (2025 – nil) and over the period from
1February 2026 to 6 April 2026, 1,250,000 ordinary
shares were issued. 11,705,000 shares were bought
back during the year ended 31 January 2026 for
US$13,175,000 (2025 – 5,160,000 shares bought
back for US$4,246,000) and in the period from
1February 2026 to 6 April 2026 no further shares
were bought back.
12,170,000 shares were held in treasury at 31January
2026 (31 January 2025 – 465,000). At6April 2026
10,920,000 shares were held in treasury.
In the year to 31 January 2026 one Class B
special voting share was issued (2025 – nil). More
information on this can be found on page 113
and in the circular published to shareholders on
11November 2025 and published on the Company
website schiehallionfund.com.
Annual General Meeting
The Notice of Annual General Meeting is on
pages110 to 112. An outline of certain resolutions
being proposed is provided below.
Resolution 11 – Market purchases of shares
bytheCompany
The Directors are seeking shareholders’ approval
at the 2026 Annual General Meeting to renew
the authority to make market purchases of up
to 152,041,157 ordinary shares representing
approximately 14.99% of the Company’s ordinary
shares in issue as at 6April 2026, being the
latest practicable date prior to publication of this
document (or, if less, up to 14.99% of the ordinary
shares in issue (excluding treasury shares) on
the date on which the resolution is passed), such
authority to expire at the Annual General Meeting
ofthe Company to be held in 2027.
Governance report
Annual Report and Financial Statements 2026
62
Share buybacks may be made principally:
i. to enhance net asset value for continuing
shareholders by purchasing shares at a discount
to the prevailing net asset value; and
ii. to address any imbalance between the supply of
and the demand for the Company’s shares that
results in a discount of the quoted market price
tothe published net asset value per share.
iii. as a capital allocation decision due to
discountlevels.
The Company may hold bought back shares in
treasury and then:
i. sell such shares (or any of them) for cash; or
ii. cancel the shares (or any of them).
Shares will only be re-sold from treasury at a
premium to net asset value per ordinary share.
In accordance with the UK Listing Rules, the
maximum price (excluding expenses) that may
be paid on the exercise of the authority must not
exceed the higher of:
i. 5% above the average closing price on the
London Stock Exchange of an ordinary share
overthe five business days immediately preceding
the date of purchase; and
ii. an amount equal to the higher of the price of
the last independent trade of an ordinary share
and the highest current independent bid for an
ordinary share on the trading venue where the
purchase is carried out.
The minimum price (exclusive of expenses) that
may be paid will be the nominal value of an ordinary
share. Purchases of shares will be made within
guidelines established, from time to time, by the
Board.
Resolution 12 – Adoption of New Articles
ofIncorporation
Resolution 12 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’). The Board is proposing to amend
the existing Articles to increase the cap on the
aggregate fees paid to Directors from £430,000
per annum to £473,000 per annum, which provides
flexibility to allow for an increase in the number of
Directors as part of the Board’s long term succession
planning.
A summary of these amendments being introduced
in the New Articles is set out in the appendix to the
Notice of AGM (see page115).
Recommendation
The Board considers each resolution being proposed
at the Annual General Meeting to be in the best
interests of the Company and its shareholders as
a whole and it unanimously recommends that all
shareholders vote in favour of them.
Financial instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances and debtors
and creditors that arise directly from its operations
such as sales and purchases awaiting settlement
and accrued income. The financial risk management
objectives and policies arising from its financial
instruments and theexposure of the Company to risk
are disclosed innote 16 to the Financial Statements.
Articles of Incorporation
The Company’s Articles of Incorporation may
onlybeamended by special resolution at ageneral
meeting of shareholders. Further information on
the proposed changes can be seen above under
Resolution 12.
Disclosure of information to Auditor
The Directors confirm that so far as each of
the Directors is aware there is no relevant audit
information of which the Company’s Auditor is
unaware and the Directors have taken all the steps
thatthey ought to have taken as Directors in order
to make themselves aware of any relevant audit
information and to establish that the Company’s
Auditor is aware of that information.
Independent Auditor
On 1 October 2025, KPMG Channel Islands Limited
changed its name to KPMG Audit Limited.
The Auditor, KPMG Audit Limited (formerly known
as KPMG Channel Islands Limited), appointed upon
the Company’s incorporation, iswillingto continue in
office. Resolutions concerning KPMG Audit Limited’s
reappointment and remuneration will be submitted
to the Annual General Meeting.
63
The Schiehallion Fund Limited
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 energyuser 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 6 April 2026.
On behalf of the Board
Dr Linda Yueh CBE
Chairperson
7 April 2026
Governance report
Annual Report and Financial Statements 2026
64
Corporate
governance report
The Board is committed to
achieving and demonstrating
high standards of corporate
governance. The Board has
taken note of the Code of
Corporate Governance issued
by the Guernsey Financial
Services Commission (the
‘Guernsey Code’). The Guernsey
Code provides a governance
framework for GFSC licensed
entities, authorised and collective
investment schemes. Companies
reporting in compliance with the
UK Corporate Governance Code
(the ‘UK Code’) or The Association
of Investment Companies Code of
Corporate Governance (the ‘AIC
Code’) are deemed to satisfy the
provisions of the Guernsey Code.
This statement outlines how the
principles of the AIC Code were
applied throughout the financial
year ended 31 January 2026. The
Company intends to comply with
the AIC Code for the year ended
31 January 2027. The AIC Code
can be found at theaic.co.uk.
Compliance
The Board confirms that the Company has complied
throughout the year under review with the relevant
provisions and recommendations of the AIC Code with
the exception that the Company does not have a separate
internal audit function as explained on page72.
The Board
The Board has overall responsibility for the Company’s
affairs. It has a number of matters formally reserved for its
approval including strategy, investment policy, currency
hedging, gearing, treasury matters, dividend and corporate
governance policy. A separate strategy session is held
annually. The Board also reviews the Financial Statements,
investment transactions, and performance of the Company.
Full and timely information is provided to the Board to enable
the Board to function effectively and to allow Directors to
discharge their responsibilities.
As at 31 January 2026 the Board comprised four Directors
all of whom are non-executive. The Chairperson, Dr Linda
Yueh, is responsible for organising the business of the Board,
ensuring its effectiveness and setting its agenda. The Board
reviews its composition annually.
The executive responsibilities for investment management
have been delegated to the Company’s Alternative Investment
Fund Manager (‘AIFM’), Baillie Gifford & Co Limited, and in
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’). 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 pages55 and 56.
There is an agreed procedure for Directors to seek
independent professional advice if necessary at the
Company’s expense.
65
The Schiehallion Fund Limited
Board of Directors
Comprises independent
non-executive Directors
Chairperson: Linda Yueh
Senior Independent Director:
John Mackie
Audit
Committee
Chairperson: Trudi Clark
Purpose: The primary
purpose of the Company’s
Audit Committee is to
provide oversight of the
financial reporting process,
the audit process,
theCompany’s system
ofinternal controls
andcompliance with
lawsand regulations.
Nomination
Committee
Chairperson: Linda Yueh
Purpose: The main purpose
of the Nomination
Committee is to oversee
Board recruitment and
succession planning as well
as Board appraisals
including identifying
trainingneeds.
Key Third Party Service Providers
Appointed by the Board
KPMG Audit
Limited
Auditor
The Bank of
New York Mellon
(International) Limited
Depositary
Computershare
Investor Services
(Guernsey) Limited
Registrar
Alter Domus
(Guernsey) Limited
Administrator, Secretary
and Designated Manager
Winterflood
Securities
Limited
Company Broker
Baillie Gifford &Co
Limited (wholly
owned subsidiary of
BaillieGifford & Co)
Investment Manager and
Alternative Investment
Fund Manager
Baillie Gifford
Overseas Limited and
BaillieGifford Asia
(HongKong) Limited
Dealing activity and
transaction reporting
Governance report
Annual Report and Financial Statements 2026
66
Appointments to the Board
The terms and conditions of Directors’ appointments
are set out in formal letters of appointment which
areavailable for inspection on request.
Under the provisions of the Company’s Articles of
Incorporation, a Director appointed during the period
is required to retire and seek election by shareholders
at the next Annual General Meeting. In accordance
with the principles of the AIC Code, all Directors will
offer themselves for re-election annually.
The reasons why the Board supports the re-election
of the Directors are set out on page60. Directors are
not entitled to any termination payments in relation
to their appointment.
Independence of Directors
All of the Directors are considered by the Board
to be independent of the Investment Manager and
the Administrator and free of any business or other
relationship which could interfere with the exercise
of their independent judgement.
The Directors recognise the importance of
succession planning for company boards and review
the Board composition annually. The Board is of
the view that length of service will not necessarily
compromise the independence or contribution
of Directors of an investment company, where
continuity and experience can be a benefit to
theBoard.
Following formal performance evaluation, the
Board considers that each Director continues
tobeindependent in character and judgement and
his/herskills and experience were a significant
benefit to the Board.
Chairperson and Directors’ tenure
The Nomination Committee has considered
the question of tenure for directors, noting the
provisions in the AIC Code, and has concluded that
there should not be a set maximum time limit for
aChairperson or Director to serve on the Board.
The Nomination Committee keeps under review
the balance of skills, knowledge, experience,
performance and length of service of the Directors
ensuring the Board has the right combination of
skills and preservation of knowledge and experience
balanced with the appointment of new Directors
bringing in fresh ideas and perspective.
Meetings
There is an annual cycle of Board meetings which
is designed to address, in a systematic way, overall
strategy, review of investment policy, investment
performance, premium/discount, dividend policy,
liquidity policy, marketing and communication
with shareholders. The Board considers that it
meets sufficiently regularly to discharge its duties
effectively. The following table shows the attendance
record for the core Board and Committee meetings
held during the year ended 31January 2026
(anumber of additional meetings were also held in
connection with the listing migration, tax residency
move and other ad-hoc matters).
Directors’ attendance at meetings
Board
Audit
Committee
Nomination
Committee
Audit
Committee
valuations
meeting
Number of meetings 4 3 1 2
L Yueh* 4 3 1 2
J Mackie 4 3 1 2
T Clark 4 3 1 2
R Holmes 4 3 1 2
* Dr Yueh is not a member of the Audit Committee but has attended all
meetings by invitation.
Nomination Committee
The Nomination Committee consists of the
whole Board and the Chairperson of the Board is
Chairperson of the Committee. The Committee
meets on an annual basis and at such other
timesas may be required. The Committee has
written terms of reference which include reviewing
the composition of the Board, identifying and
nominating new candidates for appointment to
theBoard, Board appraisal, succession planning
and training. The Committee also considers whether
Directors should be recommended for re-election
by shareholders. The Committee is responsible for
considering Directors’ potential conflicts of interest
and for making recommendations to the Board on
whether or not the potential conflicts should be
authorised.
The Committee’s terms of reference are available on
request from the Company and on the Company’s
website: schiehallionfund.com.
67
The Schiehallion Fund Limited
Diversity
Appointments to the Board are made on merit with
due regard for the benefits of diversity including
gender, social and ethnic backgrounds and cognitive
and personal strengths. The priority in succession
planning and appointing new Directors is to identify
the candidates with the best range of skills and
experience to complement existing Directors.
The Board will not display any bias for age, gender,
race, sexual orientation, religion, ethnic or national
origins, disability or socioeconomic background in
considering the appointment of its Directors. It is the
Board’s policy to ensure that all appointments are
made on the basis of merit against the specification
prepared for each appointment.
The Board currently complies with the UK Listing
Rules diversity targets. The Board will endeavour to
remain compliant with diversity targets in the future
but notes that an orderly succession plan can, when
implemented thoughtfully and having regard to the
best interests of the Company and its shareholders,
take a significant period of time to develop and
may result in periods when the diversity targets
arenotmet.
Board composition
In order to fulfil its obligations, the Board recognises
the importance of having a range of skilled and
experienced Directors, balancing the benefits of
length of service and knowledge of the Company
with the desirability of ensuring regular refreshment
of the Board. The Board reviews its composition
annually.
Board gender identity as at 31 January 2026
Number of
Board Members
Percentage
of the Board
Number of
senior positions
on the Board *
Men 2 50% 1
Women 2 50% 1
Prefer not to say – – –
Board ethnic background as at 31 January 2026
Number of
Board Members
Percentage
of the Board
Number of
senior positions
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.
The disclosures below are provided in respect
ofthe UK Listing Rules targets that: i) 40% of a
board should be women; ii) at least one senior role
should be held by a woman; and iii) at least one
board member should be from a non-white ethnic
background, as defined by the Office of National
Statistics criteria. As an externally managed
investment company with no chief executive officer
or chief financial officer, the roles which qualify as
senior under FCA guidance are Chair and Senior
Independent Director (‘SID’). The Board also
considers the Audit Committee Chair to represent a
senior role within this context (the Audit Committee
Chair is not recognised as a senior position under
the FCA guidance and therefore is not reflected
in the numerical disclosures below. The Audit
Committee Chair is a woman). The Board has
resolved that the Company’s year end date is the
most appropriate date for disclosure purposes.
The composition of the Board is fifty percent female,
including the Chairperson who is from a minority
ethnic background, which complies with the targets
outlined in the UK Listing Rules. The Board further
includes one Director with a registered disability.
All recruitment for new Board members will be
through the use of an external recruitment agency,
which will be engaged to undertake the selection of
a list of suitable candidates for consideration and
approval by the Board. The external recruitment
agency will be asked to put forward candidates with
the desired skill set and also with a diverse range of
characteristics. The Board will take the Listing Rule
diversity targets and any other best practice matters
into account when determining the appropriateness
of a candidate and final appointment.
Governance report
Annual Report and Financial Statements 2026
68
Performance evaluation
An appraisal of the Chairperson, each Director and
a performance evaluation and review of both the
Board as a whole and of the individual Committees
was carried out by the Nomination Committee
during the year. After inviting each Director and
the Chairperson to consider and respond to an
evaluation questionnaire, the performance of each
Director was appraised by the Chairperson and
theChairperson’s appraisal was led by Mr Mackie,
the Company’s Senior Independent Director.
The appraisals and evaluations considered,
amongst other criteria, the balance of skills of the
Board, training and development requirements, the
contribution of individual Directors and the overall
effectiveness of the Board and its Committees.
Following the process, it was concluded that the
performance of each Director, the Chairperson,
theBoard and its Committees continues to
be effective and each Director, including the
Chairperson, remains committed to the Company.
A review of the Chairperson’s and other Directors’
commitments was carried out and the Nomination
Committee is satisfied that they are capable of
devoting sufficient time to the Company. There were
no significant changes to the Chairperson’s other
commitments during the year ended 31 January 2026.
Induction and training
New Directors are provided with an induction
programme which is tailored to the particular
circumstances of the appointee. During the year
ended 31 January 2026, briefings on industry and
regulatory matters were provided to the Board by
the Investment Manager and Administrator. Directors
receive other relevant training as necessary.
Remuneration
As all the Directors are non-executive, there is
no requirement for a separate Remuneration
Committee. Directors’ fees are considered by
theBoard as a whole within the limits approved
byshareholders. The Company’s policy on
remuneration is set out in the Directors’
remuneration report on pages74 to 76.
Audit Committee
The report of the Audit Committee is set out on
pages71 to 73.
Internal controls and risk management
The Directors acknowledge their responsibility
for the Company’s risk management and
internal controls systems and for reviewing their
effectiveness. The systems are designed to manage
rather than eliminate the risk of failure to achieve
business objectives and can only provide reasonable
but not absolute assurance against material
misstatement or loss.
The Board confirms that there is a continuing
process for identifying, evaluating and managing
the significant risks faced by the Company in
accordance with the FRC ‘Guidance on Risk
Management, Internal Control and Related Financial
and Business Reporting’. No significant weaknesses
were identified in the year under review and up to
the date of this report.
The practical measures in relation to the design,
implementation and maintenance of control policies
and procedures to safeguard the Company’s
assets and to manage its affairs properly, including
the maintenance of effective operational and
compliance controls have been delegated to the
Investment Manager and Administrator.
The Board oversees the functions delegated to
the Investment Manager and Administrator and
the controls managed by the AIFM in accordance
with the UK Alternative Investment Fund Managers
Regulations (as detailed below). Baillie Gifford &
Co’s Internal Audit and Compliance Departments
and the AIFM’s permanent risk function provide
the Audit Committee with regular reports on their
monitoring programmes. The reporting procedures
for these departments are defined and formalised
within a service level agreement. Baillie Gifford
& Co conducts an annual review of its system of
internal controls which is documented within an
internal controls report which complies with ISAE
3402 – Assurance Reports on Controls at a Service
Organisation. This report is independently reviewed
by Baillie Gifford & Co’s auditor and a copy is
submitted to the AuditCommittee.
A report identifying the principal and emerging
risks faced by the Company and the key controls
employed to manage these risks is reviewed by the
Audit Committee at each Audit Committee meeting.
These procedures ensure that consideration is given
regularly to the nature and extent of risks facing the
Company and that they are being actively monitored.
Where changes in risk have been identified during
the period they also provide a mechanism to assess
whether further action is required to manage
theserisks.
69
The Schiehallion Fund Limited
The Directors confirm that they have reviewed the
effectiveness of the Company’s risk management
and internal controls systems which accord with
the FRC ‘Guidance on Risk Management, Internal
Control and Related Financial and Business
Reporting’ and they have procedures in place to
review their effectiveness on a regular basis. No
significant weaknesses were identified in the year
under review and up to the date of this Report.
The Board confirms that these procedures have
been in place throughout the Company’s financial
year and continue to be in place up to the date of
approval of this Report.
To comply with the UK Alternative Investment Fund
Managers Regulations, The Bank of New York
Mellon (International) Limited acts as the Company’s
Depositary and Baillie Gifford & Co Limited as itsAIFM.
The Depositary’s responsibilities include cash
monitoring, safe keeping of the Company’s financial
instruments, verifying ownership and maintaining a
record of other assets and monitoring the Company’s
compliance with investment limits and leverage
requirements. 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 Company’s Depositary also
acts as the Company’s Custodian. The Custodian
prepares reports on its key controls and safeguards
which are independently reviewed by their external
auditor. The reports are reviewed by Baillie Gifford’s
Business Risk Department and a summary of the key
points is reported to the Audit Committee and any
concerns are investigated.
The Depositary provides the Audit Committee with
areport on its monitoring activities every six months.
The AIFM has established a permanent risk
management function to ensure that effective risk
management policies and procedures are in place
and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks
associated with the management of the portfolio,
and the adequacy and effectiveness of this policy
isreviewed and approved at least annually. This
review includes the risk management processes
andsystems and limits for each risk area.
The risk limits, which are set by the AIFM and
approved by the Board, take into account the
objectives, strategy and risk profile of the portfolio.
These limits, including leverage (see page117) are
monitored and the sensitivity of the portfolio to key
risks is undertaken periodically as appropriate to
ascertain the impact of changes in key variables
in the portfolio. Exceptions from limits monitoring
and stress testing undertaken by Baillie Gifford’s
Business Risk Department are escalated to the
AIFMand reported to the Board along with any
remedial measures being taken. No exceptions
occurred during the year.
Provision 34 of The AIC Corporate
Governance Code
During the year the Audit Committee considered
the changes required by the new AIC Corporate
Governance Code, published 2024. Within the
new Code, Provision 34, effective for accounting
periods starting on or after 1 January 2026, requires
boards to monitor and, at least annually, review the
effectiveness of the company’s risk management and
internal control framework. The monitoring and review
should cover all material controls including financial,
operational, reporting and compliance. Boards are
required to report on that review in their annual
report providing; a description of how the board has
monitored and reviewed the effectiveness of the
framework, a declaration of the material controls as
at the balance sheet date, and description of any
material controls not operating effectively as at the
balance sheet date and action taken to improve them.
In preparation for reporting against Provision 34,
the Audit Committee carried out a review of the
Company’s risk matrix and principal risks and have
agreed a timeline with the Manager to develop
an appropriate process for the identification of
material controls, how assurance will be obtained
and the evidence to support the Board’s attestation
in this regard in the 2027 Annual Report and
Financial Statements. As noted above, effective risk
management and internal control systems were in
place during the year under review and Provision 34
is expected to result in changes to disclosures in the
Annual Report and Financial Statements rather than
an overhaul of risk management and internalcontrols.
Going concern
In accordance with the Financial Reporting Council’s
guidance on going concern and liquidity risk, the
Directors have undertaken a rigorous review of the
Company’s ability to continue as a going concern.
In undertaking this review the Board has considered
the Company’s principal risks and uncertainties,
as set out on pages43 to 47, and in particular
considered the impact of heightened market
volatility due to macroeconomic and geopolitical
concerns. Liquidity stress testing has been carried
out and having done so the Board does not believe
the Company’s going concern status is affected.
The Company maintains sufficient cash balances
to enable it to meet its liabilities as they fall due.
Governance report
Annual Report and Financial Statements 2026
70
Inmanaging the Company’s assets, the Investment
Manager will seek to ensure that the Company
holdsat all times a proportion of assets that is
sufficiently liquid to enable it to discharge its
payment obligations.
Accordingly, the Financial Statements have been
prepared on the going concern basis as it is the
Directors’ opinion, having assessed the principal
and emerging risks and other matters set out in
the Viability Statement on page48 which assesses
the prospects of the Company over a period of five
years, that the Company will continue in operational
existence for a period of at least twelve months from
the date of approval of these Financial Statements.
Relations with shareholders
The Board places great importance on communication
with shareholders. The Company’s Investment
Manager meets regularly with shareholders and
their representatives and reports shareholders’
views to the Board. The Chairperson and Senior
Independent Director are available to meet with
shareholders as appropriate. Shareholders wishing
to communicate with any member of the Board may
do so by writing to them at the Company’s registered
office or through the Company’s broker, Winterflood
Securities Limited (see contact details on page124).
The Company’s Annual General Meeting provides a
forum for communication with all shareholders. 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. The results of the poll will be
announced and published on the Company’s website
schiehallionfund.com shortly after the conclusion of
the meeting. Shareholders and potential investors
may obtain up-to-date information on the Company
atschiehallionfund.com.
Corporate governance and stewardship
The Company believes that it is in the shareholders’
interests to consider environmental, social and
governance (‘ESG’) factors when selecting and
retaining investments and has asked the Investment
Manager to take these issues into account as long
asthe investment objectives are not compromised.
The Investment Manager does not exclude companies
from its investment universe purely on the grounds
of ESG factors but adopts a positive engagement
approach whereby matters are discussed with
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.
TheInvestment 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 set out on pages29 to 31. The Investment
Manager has considered the Sustainable Finance
Disclosure Regulation (‘SFDR’) and further details can
be found on page121.
The Company has given discretionary voting powers
to Baillie Gifford & Co. The Investment Manager
votes against resolutions it considers may damage
shareholders’ rights or economic interests.
The Investment Manager, Baillie Gifford & Co,
aresignatories to the United Nations Principles
for Responsible Investment and the CDP and is
also a member of the Asian Corporate Governance
Association and International Corporate
GovernanceNetwork.
Climate change
The Board recognises that climate change poses
aserious threat to our environment, our society and
to economies and companies around the globe.
Addressing the underlying causes is likely to result
in companies that are high emitters of carbon facing
greater societal and regulatory scrutiny and higher
costs to account for the true environmental impact
of their activities. The Investment Manager’s pursuit
of long-term growth opportunities typically involves
investment in entrepreneurial, disruptive and
technology-driven businesses. These companies are
often capital-light with a low carbon footprint. The
Investment Manager believes that carbon footprint
metrics in isolation are unhelpful. As 87. 5 % of the
Company’s net assets are in private companies there
is insufficient data available to calculate the carbon
intensity of theportfolio.
The Company's Task Force on Climate-Related
Financial Disclosures (‘TCFD’) Climate Report
isavailable on the Company's website at
schiehallionfund.com. This report explains the
Investment Manager’s approach to addressing
climate-related risks and opportunities and articulates
a view of how they may impact the portfolio. The
Investment Manager continues to balance these
climate-related factors alongside broader risks and
opportunities as part of their bottom-up fundamental
research process.
On behalf of the Board
Dr Linda Yueh CBE
Chairperson
7 April 2026
71
The Schiehallion Fund Limited
The Company’s Audit Committee
is chaired by Ms Trudi Clark,
andmeets three times a year
as a minimum or more often if
required. Ms Clark is a Chartered
Accountant. The Board considers
that the members oftheAudit
Committee have the requisite
financial skills and experience
to fulfil the responsibilities
of the Audit Committee. The
Committee consists of all the
Directors, except for Dr Yueh.
Although notamember of the
Committee, Dr Yueh was invited to
and attended all the Committee’s
meetings during the year.
Audit
Committee report
The Committee’s authority and duties are clearly
defined within its written terms of reference which
are available on request from the Administrator and
on the Company’s website at schiehallionfund.com.
Theterms of reference are reviewed annually.
The Committee’s effectiveness is reviewed on an
annual basis as part of the Board’s performance
evaluation process.
At least once a year the Committee meets with
theexternal Auditor without any representative
ofthe Investment Manager being present.
Main activities of the Committee
KPMG Audit Limited (‘KPMG’) attended two Audit
Committee meetings held during the year ended
31January 2026 along with the meeting held on
7 April 2026 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 two meetings held during
the year.
The matters considered, monitored and reviewed by
the Committee covering the year ended 31 January
2026 include the following:
• the interim results announcement and the Interim
Financial 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;
Governance report
Annual Report and Financial Statements 2026
72
• the effectiveness of the Company’s internal
control environment;
• appointment/reappointment, remuneration and
terms of engagement of the external Auditor;
• the policy on the engagement of the external
Auditor to supply non-audit services;
• the independence and objectivity of the external
Auditor;
• the need for the Company to have its own internal
audit function;
• internal controls reports received from the
Investment Manager and Custodian; and
• the arrangements in place within the Investment
Manager and Administrator whereby their staff
may, in confidence, raise concerns about possible
improprieties in matters of financial reporting or
other matters.
Internal audit
The Committee continues to believe that the
compliance and internal controls systems and the
internal audit function in place within the Investment
Manager provides sufficient assurance that a
sound system of internal control, which safeguards
shareholders’ investment and the Company’s assets,
is maintained. An internal audit function specific to
the Company is therefore considered unnecessary.
Financial reporting
The Committee considers that the most significant
area of risk likely to impact the Financial Statements
is the valuation of private company investments
as they represent 87. 5 % of the Company’s net
assets and since the valuation of these investments
requires the use of estimates, assumptions and
judgements.
Private company investments
The Committee reviewed the Investment Manager’s
valuation approach for investments in private
companies (as described in note 1(e) on pages90
and 91) and approved the valuations of the private
company investments following a detailed review
of the valuation of each investment and relevant
challenge where appropriate.
The Investment Manager agreed the holdings
in certificated form to confirmations from the
Company’s Custodian and holdings of uncertificated
private company investments were agreed to
confirmations from the relevant investee companies.
Listed investments
Investments in quoted securities have market
prices which are readily available from independent
external pricing sources. The Committee reviewed
the Investment Manager’s Report on Internal
Controls which details the controls in place
regarding the recording and pricing of investments.
The Investment Manager agreed the prices of all the
listed investments at 31 January 202
6
to external
price sources and the holdings were agreed to
confirmations from the Company’s Custodian or
Transfer Agent.
Other matters
The Committee reviewed the Investment Manager’s
Report on Internal Controls which details the
controls in place regarding the complete and
accurate recording of investment income.
At the meeting held on
31 March 202
6
, the
Investment Manager and external Auditor confirmed
to the Committee that they were not aware of
any material misstatements in the context of
the Financial Statements as a whole and that
the Financial Statements are in accordance with
applicable law and accounting standards.
Internal controls and risk management
The Committee reviewed the effectiveness of
the Company’s risk management and internal
controls systems as described on pages
68
and
69
.
Nosignificant weaknesses were identified in the
period under review.
External auditor
To fulfil its responsibility regarding the independence
of the external Auditor, the Committee reviewed:
• the Auditor’s audit strategy for the financial year
ended 31 January 202
6
which included a report
from the Auditor describing their arrangements
to manage auditor independence and received
confirmation of their independence; and
73
The Schiehallion Fund Limited
• the extent of non-audit services provided by
the external Auditor. The non-audit fees in the
year to31 January 2026 were paid to KPMG
Advisory Limited for providing a Financial Position
and Prospects Procedures (“FPPP”) report in
connection with the proposed admission of
the Company's Ordinary Shares to listing on
the CEIF category of the Official List of the
Financial Conduct Authority and the transfer of
the admission to trading of the Ordinary Shares
from the Specialist Fund Segment to the listed
segment of the Main Market of the London Stock
Exchange. The fees charged for these services
were US$66,000 (see note 4 on page93).
The Committee does not believe this impaired
the Auditor’s independence and confirmed
the services provided are permitted under the
non-audit services policy of the Company. There
were no non-audit services provided by the
external Auditor in the year to 31January 2025.
To assess the effectiveness of the external Auditor,
the Committee had detailed discussions with
audit personnel to challenge audit processes and
deliverables.
To fulfil its responsibility for oversight of the
externalaudit 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
oftheaudit.
KPMG Audit Limited was appointed asthe
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 isthe lead
audit partner and has held the role for two years and
will continue as audit partner until theconclusion of
the 2029 audit.
KPMG Audit Limited has confirmed thatit believes it
is independent within the meaning of regulatory and
professional requirements and that the objectivity of
the audit partner and staff isnotimpaired.
The Committee is satisfied that the Auditor is
independent and effective for the purposes
ofthisyear’s audit.
There are no contractual obligations restricting
theCommittee’s choice of external Auditor.
Accountability and audit
The respective responsibilities of the Directors
and the Auditor in connection with the Financial
Statements are set out on pages77 and 83.
On behalf of the Board
Ms Trudi Clark
Audit Committee Chairperson
7 April 2026
Governance report
Annual Report and Financial Statements 2026
74
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 approved at the Annual General Meeting in May
2023. No changes are proposed to the policy and an ordinary
resolution for the approval of the Remuneration Policy will
be put to the members at the forthcoming Annual General
Meeting on 14 May 2026.
Directors’ fees are increased in line with inflation annually.
Aresolution to amend the aggregate limit for Directors’ fees
will be put to shareholders as and when required – an increase
in the limit is being proposed at the upcoming Annual General
Meeting (see page 62).
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.
75
The Schiehallion Fund Limited
Non-executive Directors are not eligible for any
other remuneration or benefits apart from the
reimbursement of allowable expenses. There are no
performance conditions relating to Directors’ fees
and there are no long-term incentive schemes or
pension schemes. There is no notice period and no
compensation is payable on loss of office.
Limits on Directors’ remuneration
The fees for the non-executive Directors are
payable quarterly in arrears and are determined
within the limit set out in the Company’s Articles
of Incorporation, which is currently £430,000
per annum in aggregate. Any change to this
limit requires shareholder approval by way of an
ordinaryresolution.
The Board is seeking shareholders’ approval at the
forthcoming Annual General Meeting to increase the
aggregate annual limit, which has not changed since
2024, to £473,000 to provide flexibility to allow for
an increase in the number of Directors should the
Board believe it to be appropriate as part of its long
term succession planning. Your attention is drawn
to Resolution 12 in the Notice of Annual General
Meeting on page 112.
The basic and additional annual fees payable to
Directors in respect of the year to 31 January 2026
and the expected fees payable in respect of the year
ending 31 January 2027 are set out in the following
table. The fees payable to the Directors in the
subsequent financial periods are subject to annual
increases in line with inflation.
Statement of voting at Annual General
Meeting
At the Annual General Meeting held on 12 May
2023, being the last date at which the Directors'
remuneration policy was tabled for approval by the
shareholders, of the proxy votes received 96.7%
were in favour, 3.3% were against and no votes
were withheld.
Expected fees
per annum for
year ending
31 January
2027
£
Fees for
the year
ended
31 January
2026
†
£
L Yueh (Chairperson) 97,900 99,350
J Mackie (Senior Independent
Director)
78,300 80,450
T Clark (Audit Committee
Chairperson)
81,850 83,900
R Holmes 65,250 67,900
323,300 331,600
Total aggregate annual fees that
can be paid to the Directors in
any year under the Directors’
Remuneration Policy, as set out
in the Company’s Articles of
Incorporation
473,000
*
430,000
* Subject to the passing of Resolution 12 at the forthcoming Annual
General Meeting.
† An additional one-off fee of £5,000 was paid to each Director for the
significant amount of work in relation to the listing migration and tax
residency move during the period.
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.
Governance report
Annual Report and Financial Statements 2026
76
Directors’ remuneration for the year
The Directors who served during the year ended 31 January 2026 received the following remuneration in the
form of fees and benefits. This represents the entire remuneration paid to the Directors.
For the year ended
31 January 2026
For the year ended
31 January 2025
Name
Fees*
£
Total
£
Fees
£
Total
£
L Yueh (Chairperson) 99,350 99,350 90,300 90,300
J Mackie (Senior Independent Director) 80,450 80,450 72,200 72,200
D Chiswell (resigned 22 April 2024) – – 13,712 13,712
T Clark (Audit Committee Chairperson) 83,900 83,900 75,500 75,500
R Holmes 67,900 67,900 60,200 60,200
331,600 331,600 311,912 311,912
* An additional one-off fee of £5,000 was paid to each Director for the significant amount of work in relation to the listing migration and tax residency
move during the period. 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 ofUS$11,000 (2025 – US$12,000).
Annual percentage change in remuneration
This represents the annual percentage change inthe
entire remuneration paid to the Directors.
Name
% from
2025
to 2026
#
% from
2024
to 2025
% from
2023
to 2024
% from
2022
to 2023
% from
2021
to 2022
L Yueh 10.0 nil 9.4 43.8 2 7. 5
J Mackie 11.4 nil 9.4 50.5 33.3
D Chiswell* – nil 9.4 36.0 –
T Clark 11.1 nil 9.4 48.3 32.9
R Holmes* 12.8 nil 9.4 36.0 –
Total Directors’
remuneration
6.3 nil 9.4 80.5
†
60.7
†
* R Holmes and D Chiswell were appointed to the Board on 2 September
2021. D Chiswell resigned from the Board on 22 April 2024. The fees for
Directors who were in service for part of an accounting period have been
annualised in order to provide the above annual percentage change.
†
Total Directors’ remuneration percentage change is greater than
the increases at individual Director level as it reflects the change in
overall Directors’ remuneration and is not adjusted for appointments/
retirements.
# Percentage movements for the year to 31 January 2026 are greater than
the base movement in Director fees over that period due to the additional
one-off fee of £5,000 which was paid to each Director for the significant
amount of work in relation to the listing migration and tax residency
move during the period.
Relative importance of spend on pay
The table below shows the actual expenditure (fees
and benefits) during the year in relation to Directors’
remuneration and distributions to shareholders.
Name
2026
US$’000
2025
US$’000
Change
%
Directors’
remuneration
332 312 6.4
Share
buybacks
13,175 4,246 210.3
Directors’ service details
Name
Date of
appointment
Due date
for re-election
L Yueh 4 January 2019 AGM in 2026
J Mackie 4 January 2019 AGM in 2026
T Clark 4 January 2019 AGM in 2026
R Holmes 2 September 2021 AGM in 2026
Approval
The Report on remuneration on pages74 to 76 was
approved by the Board of Directors and signed on its
behalf on 7 April 2026.
Dr Linda Yueh CBE
Chairperson
77
The Schiehallion Fund Limited
Theyareresponsible for such internal control as
they determine is necessary to enable the
preparation ofFinancial Statements that are free
from material misstatement, whether due to fraud or
error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard
the assets of the Company and to prevent and
detect fraud and other irregularities.
The Directors are responsible for the maintenance
and integrity of the corporate and financial
information included on the Company’s website.
Legislation in Guernsey governing the preparation
and dissemination of Financial Statements may
differ from legislation in other jurisdictions.
Responsibility Statement of the Directors in
Respect of the Annual Report and Financial
Statements
We confirm to the best of our knowledge:
• the Financial Statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and profit or loss of the
Company; and
• the Strategic report includes a fair review of the
development and performance of the business
and the position of the issuer, together with a
description of the principal risks and uncertainties
they face.
We consider the Annual Report and Financial
Statements, taken as a whole, is fair, balanced
and understandable and provides the information
necessary for shareholders to assess the Company’s
position and performance, business model and
strategy.
On behalf of the Board
Dr Linda Yueh CBE
7 April 2026
The Directors are responsible for preparing
the Annual Report and Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law they have elected to prepare the Financial
Statements in accordance with International
Financial Reporting Standards as issued by the
International Accounting Standards Board.
Under company law, the Directors must not approve
the Financial Statements unless they are satisfied
that they give a true and fair view of the state of
affairs of the Company and of its profit or loss for
that period.
In preparing these Financial Statements, the Directors
are required to:
• select suitable accounting policies and then
applythem consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the
Financial Statements;
• assess the Company’s ability to continue
asagoing concern, disclosing as applicable,
matters relating to going concern; and
• use 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.
The Directors are responsible for keeping proper
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
ensurethat its Financial Statements comply with
theCompanies (Guernsey) Law, 2008.
Statement of Directors’
responsibilities
in respect of the Annual Report and the Financial Statements
Notes
The following notes relate to financial statements published on a website and are not included in the printed version of the Annual
Report and Financial Statements:
• The maintenance and integrity of the Baillie Gifford & Co website is the responsibility of Baillie Gifford & Co; the work carried out by
the auditors does not involve consideration of these matters and accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were initially presented on the website.
Financial
report
The Financial Statements for
the year to 31 January 2026
set out on pages85 to 88
together with the accompanying
notes on pages89 to 108 have
been prepared in accordance
with International Financial
Reporting Standards as issued
by the International Accounting
Standards Board.
79
The Schiehallion Fund Limited
Independent
Auditor’s report
to the members of The Schiehallion Fund Limited
Key audit matters: our assessment of the
risks of material misstatement
Key audit matters are those matters that, in our
professional judgment, were of most significance
in the audit of the financial statements and include
the most significant assessed risks of material
misstatement (whether or not due to fraud)
identified by us, including those which had the
greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing
the efforts of the engagement team. These matters
were addressed in the context of our audit of the
financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate
opinion on these matters. In arriving at our audit
opinion above, the key audit matter was as follows
(unchanged from 2025):
Our opinion is unmodified
We have audited the financial statements of The
Schiehallion Fund Limited (the “Company”), which
comprise the statement of financial position as at
31 January 2026, the statements of comprehensive
income, changes in equity and cash flows for
the year then ended, and notes, comprising
material accounting policies and other explanatory
information.
In our opinion, the accompanying financial statements:
• give a true and fair view of the financial position
of the Company as at 31 January 2026, and of the
Company’s financial performance and cash flows
for the year then ended;
• 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.
Financial report
Annual Report and Financial Statements 2026
80
The risk Our response
Valuation of private
companyinvestments
US$1,572,640,000 (2025 –
US$999,607,000)
Refer to the Audit
Committee report on
pages71 to 73 of the
Annual Report, notes 1
(d), 1(e), 7 and 16 of the
financial statements
Basis:
The Company’s investments are classified,
recognised and measured at fair value through
profit or loss in accordance with IFRS 9. Private
company investments represent 88% of the
Company’s net assets as at 31 January 2026.
The directors review and challenge the valuation
of private company investments proposed by
Baillie Gifford & Co Limited (the “Investment
Manager”). The Investment Manager’s investment
valuation policy applies techniques consistent
with the International Private Equity and Venture
Capital Valuation (“IPEV”) Guidelines 2025.
The techniques applied are predominantly
market based and price of recent transaction
approaches. The valuations are cross-checked
for reasonableness by employing relevant
alternative techniques.
In assessing fair value the Investment Manager
considers information provided by their
independent third party valuation firm (the
“Valuation Agent”).
Risk:
The valuation of the Company’s private company
investments is a significant risk area of our audit,
given that they represent a significant portion of
the net assets of the Company.
The valuation of the Company’s private company
investments incorporates a risk of error given the
significance of estimates and judgements that
may be involved in the determination of their fair
value.
On the basis of the above we determined that the
valuation of private company Investments have
a high degree of estimation uncertainty giving
rise to a potential range of reasonable outcomes
greater than our materiality for the financial
statements as a whole. The financial statements
disclose in note 16 the sensitivities estimated by
the Company.
Our audit procedures included but were not
limited to:
Internal Controls:
We evaluated the design and implementation of
the controls in place in relation to the valuation of
the Company’s private company investments.
We performed the procedures below rather than
seeking to rely on the controls as the nature of
the balance is such that we would expect to obtain
audit evidence primarily through the detailed
procedures described.
The Investment Manager and Valuation Agent’s
valuation reports
• we held discussions with the Investment
Manager and Valuation Agent and attended, in
an observation capacity, meetings of the Board
of Directors of the Company, to understand the
valuation approach;
• we assessed the scope of the services provided
by the Valuation Agent and read the private
company valuation reports prepared by them
together with the private company investment
valuation memoranda produced by the
Investment Manager; and
• we assessed the objectivity, capability and
competence of the Valuation Agent.
Challenging management’s assumptions and
inputs including use of our KPMG valuation
specialist:
For a risk-based sample of private company
investments, with the support of our KPMG
valuation specialist, we:
• assessed the reasonableness and
appropriateness of the valuation approach and
methodology applied;
• challenged and corroborated the key
assumptions used and, where possible,
benchmarked these to observable market data;
• obtained an understanding of how the impact
of global economic factors and the resultant
increase in uncertainty have been reflected in
the valuations; and
• corroborated key 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.
81
The Schiehallion Fund Limited
Our application of materiality and an
overview of the scope of our audit
Materiality for the financial statements as a whole
was set at $35,900,000, determined with reference
to a benchmark of net assets of $1,795,908,000,
of which it represents approximately 2.0%
(2025:2.0%).
In line with our audit methodology, our procedures
on individual account balances and disclosures
were performed to a lower threshold, performance
materiality, so as to reduce to an acceptable level
the risk that individually immaterial misstatements
in individual account balances add up to a material
amount across the financial statements as a whole.
Performance materiality for the Company was
set at 75% (2025: 75%) of materiality for the
financial statements as a whole, which equates to
$26,925,000. We applied this percentage in our
determination of performance materiality because
we did not identify any factors indicating an elevated
level of risk.
We reported to the Audit Committee any corrected
or uncorrected identified misstatements exceeding
$1,795,000, in addition to other identified
misstatements that warranted reporting on
qualitative grounds.
Our audit of the Company was undertaken to the
materiality level specified above, which has informed
our identification of significant risks of material
misstatement and the associated audit procedures
performed in those areas as detailed above.
Going concern
The directors have prepared the financial statements
on the going concern basis as they do not intend to
liquidate the Company or to cease its operations,
and as they have concluded that the Company’s
financial position means that this is realistic. They
have also concluded that there are no material
uncertainties that could have cast significant doubt
over its ability to continue as a going concern for at
least a year from the date of approval of the financial
statements (the “going concern period”).
In our evaluation of the directors’ conclusions, we
considered the inherent risks to the Company’s
business model and analysed how those risks might
affect the Company’s financial resources or ability to
continue operations over the going concern period.
The risk that we considered most likely to affect the
Company’s financial resources or ability to continue
operations over this period was the availability of
capital to meet operating costs and other financial
commitments.
We considered whether this risk could plausibly
affect the liquidity in the going concern period by
comparing severe, but plausible downside scenarios
that could arise from this risk against the level
of available financial resources indicated by the
Company’s financial forecasts.
We considered whether the going concern
disclosure in note 01 (a) to the financial statements
gives a full and accurate description of the directors’
assessment of going concern.
Our conclusions based on this work:
•
we consider that the directors’ use of the going
concern basis of accounting in the preparation of
the financial statements is appropriate;
•
•
we have not identifi
ed, and concur with the
directors’ assessment that there is not, a material
uncertainty related to events or conditions that,
individually or collectively, may cast significant
doubt on the Company’s ability to continue as a
going concern for the going concern period; and
we have nothing material to add or draw attention
to in relation to the directors’ statement in the
notes to the financial statements on the use of
the going concern basis of accounting with no
material uncertainties that may cast significant
doubt over the Company’s use of that basis for
the going concern period, and that statement is
materially consistent with the financial statements
and our audit knowledge.
However, as we cannot predict all future events or
conditions and as subsequent events may result in
outcomes that are inconsistent with judgements
that were reasonable at the time they were made,
the above conclusions are not a guarantee that the
Company will continue in operation.
Financial report
Annual Report and Financial Statements 2026
82
Fraud and breaches of laws and regulations
– ability to detect
Identifying and responding to risks of material
misstatement due to fraud
To identify risks of material misstatement due
to fraud (“fraud risks”) we assessed events or
conditions that could indicate an incentive or
pressure to commit fraud or provide an opportunity
to commit fraud. Our risk assessment procedures
included:
• enquiring of management as to the Company’s
policies and procedures to prevent and detect
fraud as well as enquiring whether management
have knowledge of any actual, suspected or
alleged fraud;
• reading minutes of meetings of those charged with
governance; and
• using analytical procedures to identify any unusual
or unexpected relationships.
As required by auditing standards, we perform
procedures to address the risk of management
override of controls, in particular the risk that
management may be in a position to make
inappropriate accounting entries. On this audit
we do not believe there is a fraud risk related
to revenue recognition because the Company’s
revenue streams are simple in nature with respect to
accounting policy choice, and are easily verifiable to
external data sources or agreements with little or no
requirement for estimation from management. We
did not identify any additional fraud risks.
We performed procedures including
• Identifying journal entries and other adjustments
to test based on risk criteria and comparing any
identified entries to supporting documentation;
and
• incorporating an element of unpredictability in our
audit procedures.
Identifying and responding to risks of material
misstatement due to non-compliance with laws
andregulations
We identified areas of laws and regulations that
could reasonably be expected to have a material
effect on the financial statements from our
sector experience and through discussion with
management (as required by auditing standards),
and from inspection of the Company’s regulatory
and legal correspondence, if any, and discussed
with management the policies and procedures
regarding compliance with laws and regulations. As
the Company is regulated, our assessment of risks
involved gaining an understanding of the control
environment including the entity’s procedures for
complying with regulatory requirements.
The Company is subject to laws and regulations that
directly affect the financial statements including
financial reporting legislation and taxation legislation
and we assessed the extent of compliance with
these laws and regulations as part of our procedures
on the related financial statement items.
The Company is subject to other laws and
regulations where the consequences of non-
compliance could have a material effect on amounts
or disclosures in the financial statements, for
instance through the imposition of fines or 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 enquiry of
management and inspection of regulatory and
legal correspondence, if any. Therefore if a breach
of operational regulations is not disclosed to us or
evident from relevant correspondence, an audit will
not detect that breach.
83
The Schiehallion Fund Limited
Disclosures of emerging and principal risks and
longer term viability
We are required to perform procedures to identify
whether there is a material inconsistency between
the directors’ disclosures in respect of emerging and
principal risks and the viability statement, and the
financial statements and our audit knowledge. We
have nothing material to add or draw attention to in
relation to:
• the directors’ confirmation within the Viability
statement (page 48) that they have carried out a
robust assessment of the emerging and principal
risks facing the Company, including those
that would threaten its business model, future
performance, solvency or liquidity;
• the emerging and principal risks disclosures
describing these risks and explaining how they are
being managed or mitigated;
• the directors’ explanation in the Viability statement
(page 48) as to how they have assessed the
prospects of the Company, over what period they
have done so and why they consider that period
to be appropriate, and their statement as to
whether they have a reasonable expectation that
the Company will be able to continue in operation
and meet its liabilities as they fall due over the
period of their assessment, including any related
disclosures drawing attention to any necessary
qualifications or assumptions.
We are also required to review the Viability
statement, set out on page 48 under the Listing
Rules. Based on the above procedures, we have
concluded that the above disclosures are materially
consistent with the financial statements and our
audit knowledge.
Corporate governance disclosures
We are required to perform procedures to identify
whether there is a material inconsistency between
the directors’ corporate governance disclosures and
the financial statements and our audit knowledge.
Based on those procedures, we have concluded that
each of the following is materially consistent with the
financial statements and our audit knowledge:
• the directors’ statement that they consider that
the annual report and financial statements taken
as a whole is fair, balanced and understandable,
and provides the information necessary for
shareholders to assess the Company’s position
and performance, business model and strategy;
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is
an unavoidable risk that we may not have detected
some material misstatements in the financial
statements, even though we have properly planned
and performed our audit in accordance with auditing
standards. For example, the further removed non-
compliance with laws and regulations is from the
events and transactions reflected in the financial
statements, the less likely the inherently limited
procedures required by auditing standards would
identify it.
In addition, as with any audit, there remains a
higher risk of non-detection of fraud, as this may
involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal
controls. Our audit procedures are designed
to detect material misstatement. We are not
responsible for preventing non-compliance or fraud
and cannot be expected to detect non-compliance
with all laws and regulations.
Other information
The directors are responsible for the other
information. The other information comprises
the information included in the annual report but
does not include the financial statements and our
auditor’s report thereon. Our opinion on the financial
statements does not cover the other information and
we do not express an audit opinion or any form of
assurance conclusion thereon.
In connection with our audit of the financial
statements, our responsibility is to read the other
information and, in doing so, consider whether the
other information is materially inconsistent with the
financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially
misstated. If, based on the work we have performed,
we conclude that there is a material misstatement of
this other information, we are required to report that
fact. We have nothing to report in this regard.
Financial report
Annual Report and Financial Statements 2026
84
• the section of the annual report describing
the work of the Audit Committee, including
the significant issues that the audit committee
considered in relation to the financial statements,
and how these issues were addressed; and
• the section of the annual report that describes the
review of the effectiveness of the Company’s risk
management and internal control systems.
We are required to review the part of Corporate
Governance Statement relating to the Company’s
compliance with the provisions of the UK Corporate
Governance Code specified by the Listing Rules for
our review. We have nothing to report in this respect.
We have nothing to report on other matters on which
we are required to report by exception
We have nothing to report in respect of the following
matters where the Companies (Guernsey) Law, 2008
requires us to report to you if, in our opinion:
• the Company has not kept proper accounting
records; or
• the financial statements are not in agreement with
the accounting records; or
• we have not received all the information and
explanations, which to the best of our knowledge
and belief are necessary for the purpose of our
audit.
Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out
on page 77, the directors are responsible for: the
preparation of the financial statements including
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.
The purpose of this report and restrictions
on its use by persons other than the
Company’s members, as a body
This report is made solely to the Company’s
members, as a body, in accordance with section 262
of the Companies (Guernsey) Law, 2008. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s
members, as a body, for our audit work, for this
report, or for the opinions we have formed.
Barry Ryan
For and on behalf of KPMG Audit Limited
Chartered Accountants and Recognised Auditors
Guernsey
7 April 2026
85
The Schiehallion Fund Limited
For the year ended 31 January
Notes
2026
Revenue
US$’000
2026
Capital
US$’000
2026
Total
US$’000
2025
Revenue
US$’000
2025
Capital
US$’000
2025
Total
US$’000
Gains on investments 7 – 452,482 452,482 – 158,543 158,543
Currency gains – 117 117 – 15 15
Income 2 1,716 – 1,716 7,509 – 7,509
Investment management fee 3 (12,712) – (12,712) (9,562) – (9,562)
Other administrative expenses 4 (2,794) – (2,794) (1,956) – (1,956)
Operating profit/(loss) before
taxation
(13,790) 452,599 438,809 (4,009) 158,558 154,549
Tax on ordinary activities 10 – 317 317 – 517 517
Profit/(loss) and total comprehensive
income/(loss) forthe year attributable
to ordinary shareholders
(13,790) 452,916 439,126 (4,009) 159,075 155,066
Earnings/(loss) per
ordinary share
(1.35¢) 44.49¢ 43.14¢ (0.39¢) 15.49¢ 15.10¢
The total column of this statement represents the Statement of Comprehensive Income of the Company. The supplementary revenue and capital columns
are prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
The accompanying notes on pages89 to 108 are an integral part of the Financial Statements.
Statement of
comprehensive
income
Financial report
Annual Report and Financial Statements 2026
86
As at 31 January
Notes
2026
US$’000
2026
US$’000
2025
US$’000
2025
US$’000
Non-current assets
Investments held at fair value through profit or loss 7 1,785,074 1,290,450
Current assets
US Treasury Bills 16 – 77,334
Cash and cash equivalents 16 13,001 6,118
Debtors 8 1,922 1,427
14,923 84,879
Current liabilities
Amounts falling due within one year 9 (4,089) (5,055)
Net current assets 10,834 79,824
Non-current liabilities
Amounts falling due after more than one year:
Provision for tax liability 10 – (317)
Net assets 1,795,908 1,369,957
Capital and reserves
Share capital 11/12 1,209,208 1,209,208
Capital reserve 12 610,191 170,450
Capital redemption reserve 12 7,296 7,296
Revenue reserve 12 (30,787) (16,997)
Ordinary shareholders' funds 1,795,908 1,369,957
Net asset value per ordinary share 13 177.28¢ 133.69¢
Number of ordinary shares in issue 11 1,013,033,907 1,024,738,907
The Financial Statements of The Schiehallion Fund Limited (Company registration number 65915) were
approved and authorised for issue by the Board of Directors and were signed on 7 April 2026.
Dr Linda Yueh CBE
Chairperson
Statement of
financial position
The accompanying notes on pages 89 to 108 are an integral part of the Financial Statements.
87
The Schiehallion Fund Limited
The accompanying notes on pages89 to 108 are an integral part of the Financial Statements.
For the year ended 31 January 2026
Notes
Share
capital
US$’000
Capital
reserve
US$’000
Capital
redemption
reserve
US$’000
Revenue
reserve
US$’000
Shareholders’
funds
US$’000
Shareholders’ funds at 1 February 2025 1,209,208 170,450 7,296 (16,997) 1,369,957
Ordinary shares bought back 11/12 – (13,175) – – (13,175)
Total comprehensive income/(loss) – 452,916 – (13,790) 439,126
Shareholders’ funds at 31 January 2026 1,209,208 610,191 7,296 (30,787) 1,795,908
For the year ended 31 January 2025
Notes
Share
capital
US$’000
Capital
reserve
US$’000
Capital
redemption
reserve
US$’000
Revenue
reserve
US$’000
Shareholders’
funds
US$’000
Shareholders’ funds at 1 February 2024 1,213,903 15,621 2,601 (12,988) 1,219,137
Ordinary shares bought back 11/12 (4,695) (4,246) 4,695 – (4,246)
Total comprehensive income/(loss) – 159,075 – (4,009) 155,066
Shareholders’ funds at 31 January 2025 1,209,208 170,450 7,296 (16,997) 1,369,957
Statement of
changes in equity
Financial report
Annual Report and Financial Statements 2026
88
The accompanying notes on pages89 to 108 are an integral part of the Financial Statements.
For the year ended 31 January
Notes
2026
US$’000
2026
US$’000
2025
US$’000
2025
US$’000
Cash flows from operating activities
Operating profit before taxation 438,809 154,549
US Treasury Bills interest 2 (824) (6,705)
Net gains on investments (452,482) (158,543)
Currency gains (117) (15)
Changes in debtors and creditors (1,353) 910
Net cash used in operating activities
*
(15,967) (9,804)
Cash flows from investing activities
Acquisitions of US Treasury Bills – (151,064)
Disposals of US Treasury Bills 78,159 247,928
Acquisitions of investments 7 (194,966) (121,914)
Disposals of investments 7 152,824 33,788
Net cash used in investing activities 36,017 8,738
Cash flows from financing activities
Ordinary shares bought back 11/12 (13,284) (4,137)
Net cash outflow from financing activities (13,284) (4,137)
Net decrease in cash and cash equivalents 6,766 (5,203)
Effect of exchange rate fluctuations on cash and cash equivalents 117 15
Cash and cash equivalents at 1 February 6,118 11,306
Cash and cash equivalents at 31 January 13,001 6,118
* Cash from operations includes interest received of US$367,000 (2025 – US$412,000).
2026
US$’000
2025
US$’000
Cash and cash equivalents comprise the following:
Cash at bank
13,001 6,118
Statement of
cash flows
89
The Schiehallion Fund Limited
The Schiehallion Fund Limited is a non-cellular investment
company limited by shares, registered and incorporated in
Guernsey under the Companies (Guernsey) Law, 2008 (the
‘Companies Law’) on 4 January 2019, with registration number
65915. The Company is a registered closed-ended investment
scheme registered pursuant to the Protection of Investors
(Bailiwick of Guernsey) Law, 2020 and the Registered Collective
Investment Scheme Rules 2021 issued by the Guernsey Financial
Services Commission.
The Company’s shares are admitted to trading on the Main Market
of the London Stock Exchange.
01 Principal accounting policies
The Financial Statements for the year ended 31 January 2026
have been prepared in accordance with International Financial
Reporting Standards (‘IFRS’) as issued by the International
Accounting Standards Board (‘IASB’).
a. Basis of accounting
The Financial Statements have been prepared in
accordance with International Financial Reporting
Standards (‘IFRS’). The Financial Statements give a true
and fair view and comply with the Companies (Guernsey)
Law, 2008. Where presentational guidance set out in
the Statement of Recommended Practice (‘SORP’) for
Investment Companies issued by the Association of
Investment Companies (‘AIC’) updated in July 2022
(the ‘AIC SORP’) is consistent with the requirements
of IFRS, the Directors have sought to prepare the
Financial Statements on a basis compliant with the
recommendations of the SORP.
Going concern
In accordance with The Financial Reporting Council’s
guidance on going concern and liquidity risk, the Directors
have undertaken a rigorous review of the Company’s
ability to continue as a going concern.
In undertaking this review, the Board has considered
the Company’s principal risks and uncertainties, as set
out on pages43 to 47. Liquidity stress testing has been
carried out and having done so the Board does not believe
the Company’s going concern status is affected. The
Company maintains sufficient cash balances to enable
itto meet its liabilities as they fall due.
In managing the Company’s assets, the Investment
Manager will seek to ensure that the Company holds at
all times a proportion of assets that is sufficiently liquid to
enable it to discharge its payment obligations.
Accordingly, the Financial Statements have been prepared
on the going concern basis as it is the Directors’ opinion,
having assessed the principal risks and uncertainties, that
the Company will continue in operational existence for a
period of at least twelve months from the date of approval
of these Financial Statements.
b. Functional and presentational currency
The Company’s functional and presentational currency is
the US dollar. The US dollar is the functional currency as
the Company has issued its share capital in US dollars,
its shareholders are based globally and the Company’s
investment policy has global reach. The Company’s
performance is evaluated and its liquidity is managed in US
dollars. Therefore, the US dollar is considered the currency
that most closely represents the economic effects of the
underlying transactions, events and conditions.
c. Basis of measurement
The Financial Statements have been prepared under the
historical cost convention, adjusted for the revaluation of
fixed asset investments at fair value through profit or loss.
d. Accounting judgements, estimates and assumptions
The preparation of the Financial Statements requires
the use of estimates, assumptions and judgements.
These estimates, assumptions and judgements affect the
reported amounts of assets and liabilities at the reporting
date. While estimates are based on best judgement
using information and financial data available, the actual
outcome may differ from these estimates. The key
sources of estimation and uncertainty relate to the fair
valuation of the private company investments.
Judgements
The Directors consider that the preparation of the
Financial Statements involves the following key
judgements:
i. the determination of the functional currency of the
Company as US dollars (see rationale in 1(b) above);
and
ii. the fair valuation of the private company investments.
Notes to the
Financial Statements
Financial report
Annual Report and Financial Statements 2026
90
The key judgements in the fair valuation process are:
i. the Investment Manager’s determination of the
appropriate application of the International Private
Equity and Venture Capital Valuation (‘IPEV’) Guidelines
2025, which the Company has elected to adopt early, to
each private company investment; and
ii. the Directors’ consideration of whether each fair value
is appropriate following detailed review and challenge.
The judgement applied in the selection of the
methodology used (see 1(e) below) for determining the
fair value of each private company investment can have
a significant impact upon the valuation.
Estimates
The key estimate in the Financial Statements is the
determination of the fair value of the private company
investments by the Investment Manager for consideration
by the Directors. This estimate is key as it significantly
impacts the valuation of the private company investments
at the date of the Statement of Financial Position. The
fair valuation process involves estimation using subjective
inputs that are unobservable (for which market data is
unavailable). The main estimates involved in the selection
of the valuation process inputs are:
i. the selection of appropriate comparable companies
in order to derive revenue multiples and meaningful
relationships between enterprise value, revenue and
earnings growth. Comparable companies are chosen
onthe basis of their business characteristics and
growth patterns;
ii. the selection of a revenue metric (either historical
orforecast);
iii. the application of an appropriate discount factor
to reflect the reduced liquidity of private company
companies versus their listed peers;
iv. the estimation of the probability assigned to an exit
being through an initial public offering (‘IPO’) or a
company sale;
v. the selection of an appropriate industry benchmark
index to assist with the valuation validation or the
application of valuation adjustments, particularly in the
absence of established earnings or closely comparable
peers; and
vi. the calculation of valuation adjustments derived from
milestone analysis (i.e. incorporating operational
success against the plan/forecasts of the business
intothe valuation).
Fair value estimates are cross-checked to alternative
estimation methods where possible to improve the
robustness of the estimates. As the valuation outcomes
may differ from the fair value estimates a price sensitivity
analysis is provided in Other Price Risk Sensitivity in
note16 on pages103 to 106 to illustrate the effect on the
Financial Statements of an over or under estimation of the
unobservable inputs used in the estimation of fair values.
The risk of an over or under estimation of fair values
is greater when methodologies are applied using more
subjective inputs.
Assumptions
The determination of fair value by the Investment
Manager involves key assumptions dependent upon the
valuation technique used. As explained in 1(e) below, the
primary technique applied under the IPEV Guidelines is
the multiples approach. Where the multiples approach is
used the valuation process recognises also, as stated in
the IPEV Guidelines, that the price of a recent investment
may be an appropriate calibration for estimating fair
value. The multiples approach involves subjective inputs
and therefore presents a greater risk of over or under
estimation and particularly in the absence of a recent
transaction.
The key assumptions for the multiples approach are
that the selection of comparable companies provides
areasonable basis for identifying relationships between
enterprise value, revenue and growth to apply in the
determination of fair value. Other assumptions include:
i. the discount applied for reduced liquidity versus listed
peers;
ii. the probabilities assigned to an exit being through
either an IPO or a company sale; and
iii. that the application of milestone analysis and industry
benchmark indices are a reasonable basis for applying
appropriate adjustments to the valuations.
Valuations are cross-checked for reasonableness to
alternative multiples-based approaches or benchmark
index movements as appropriate.
e. Investments
The Company’s investments are classified, recognised
and measured at fair value through profit or loss in
accordance with IFRS 9. Changes in fair value of
investments and gains and losses on disposal are
recognised as capital items in the Statement of
Comprehensive Income.
Recognition and initial measurement
Purchases and sales of investments are accounted for on
a trade date basis. Expenses incidental to purchase and
sale are written off to capital at the time of acquisition or
disposal. All investments are designated as valued at fair
value through profit or loss upon initial recognition and
are measured at subsequent reporting dates at fair value.
Measurement and valuation
Listed investments
The fair value of listed security investments is bid value,
or, in the case of holdings on certain recognised overseas
exchanges, at last traded prices depending on the custom
of the relevant exchange.
Private company investments
Private company investments are valued at fair value by
the Directors following a detailed review and appropriate
challenge of the valuations proposed by the Investment
Manager. The Investment Manager’s private company
investment valuation policy applies techniques consistent
with the IPEV Guidelines.
91
The Schiehallion Fund Limited
The techniques applied are predominantly market-based
approaches. The market-based approaches available
under the IPEV Guidelines are set out below and are
followed by an explanation of how they are applied to
theCompany’s private companies portfolio:
• Multiples;
• Industry Valuation Benchmarks; and
• Available Market Prices.
The nature of the private company portfolio currently
will influence the valuation technique applied. The
valuation approach recognises that, as stated in the
IPEV Guidelines, the price of a recent investment,
if resulting from an orderly transaction, generally
represents fair value as at the transaction date and
may be an appropriate starting point for estimating fair
value at subsequent measurement dates. However,
consideration is given to the facts and circumstances
as at the subsequent measurement date, including
changes in the market or performance of the investee
company. Milestone analysis is used where appropriate
to incorporate the operational progress of the investee
company into the valuation. Additionally, the background
to the transaction must be considered. As a result,
various Multiples-based techniques are employed to
assess the valuations particularly in those companies with
established revenues. Discounted cashflows are used
where appropriate. An absence of relevant industry peers
may preclude the application of the Industry Valuation
Benchmarks technique and an absence of observable
prices may preclude the Available Market Prices approach.
All valuations are cross-checked for reasonableness by
employing relevant alternative techniques.
The private company investments are valued according
to a three monthly cycle of measurement dates. The fair
value of the private company investments will be reviewed
before the next scheduled three monthly measurement
date on the following occasions:
• at the year end and half year end of the Company; and
• where there is an indication of a change in fair value as
defined in the IPEV guidelines (commonly referred to as
‘trigger’ events).
A trigger event may include any of the following:
• a subsequent round of financing by the investee
company;
• a secondary transaction involving the investee
company where there is sufficient information
available to enable an assessment of the nature of the
transaction;
• a recent material change in the current or expected
financial and/or operational performance of the
investee company;
• a material milestone achieved or missed by the investee
company;
• a change in the management personnel of the investee
company;
• a material change in the market environment in which
the investee company operates; or
• a material change in market indices or economic
indicators.
Derecognition
Financial assets are derecognised when the contractual
rights to cash flows from the asset expire or the Company
transfers the financial assets and substantially all of the
risks and rewards of ownership have been transferred.
On derecognition of a financial asset, the difference
between the weighted average carrying amount of the
asset (or the carrying amount allocated to the proportion
of the asset derecognised), and the consideration
received (including new asset obtained less any liability
assumed), is recognised in profit and loss.
Financial liabilities are derecognised when the contractual
obligations are discharged, cancelled or expired.
Gains and losses
Gains and losses on investments, including those
arising from foreign currency exchange differences,
arerecognised in the Statement of Comprehensive
Income ascapital items.
The Investment Manager monitors the investment
portfolio on a fair value basis and uses the fair value
basis for investments in making investment decisions
andmonitoring financial performance.
f. US treasury bills
Assets that are held in order to collect contractual
cash flows that are solely payments of principal and
interest are measured at amortised cost. These assets
are subsequently measured at amortised cost using
theeffective interest rate method less impairment
recognised using the expected credit loss method.
Asat 31 January 2026 impairment recognised was nil
(31January 2025 – nil).
g. Cash and cash equivalents
Cash and cash equivalents include cash in hand and
deposits repayable on demand. Deposits are repayable
on demand if they can be withdrawn at any time without
notice and without penalty or if they have a maturity or
period of notice of not more than one working day.
h. Financial liabilities
Bank loans and overdrafts are classified as loans and are
initially recorded at the proceeds received net of direct
costs and subsequently measured at amortised cost.
i. Income
i. Income from equity investments is brought into account
on the date on which the investments are quoted ex-
dividend or, where no ex-dividend date is quoted, when
the Company’s right to receive payment is established.
ii. If scrip dividends are taken in lieu of dividends in
cash, the net amount of the cash dividend declared
is credited to the revenue account. Any excess in the
value of the shares received over the amount of the
cash dividend foregone is recognised as capital.
iii. Special dividends are treated as repayments of capital
or income depending on the facts of each particular
case.
iv. Overseas dividends include the taxes deducted at
source.
Financial report
Annual Report and Financial Statements 2026
92
v. Interest receivable on bank deposits is recognised on
an accruals basis.
vi. Interest from fixed interest securities is recognised on
an effective interest rate basis. Where income returns
are for a non-fixed amount, the impact of these returns
on the effective interest rate is recognised once such
returns are known. If there is reasonable doubt that a
return will be received, its recognition is deferred until
that doubt is removed.
j. Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged through the revenue column of
the Statement of Comprehensive Income except where:
(i) they relate directly to the acquisition or disposal of an
investment (transaction costs), in which case they are
recognised as capital within losses/gains on investments;
and (ii) they relate directly to the buyback/issuance of
shares, in which case they are added to the buyback cost
or deducted from the share issuance proceeds.
k. Taxation
The Company has applied for and been granted
exemption from liability to income tax in Guernsey under
the Income Tax (Exempt Bodies) (Guernsey) Ordinance,
1989 in Guernsey for the year ended 31 January 2026.
The exemption must be applied for annually and will be
granted, subject to the payment of an annual fee, which
is currently fixed at £1,600 (2025 – £1,600) per applicant,
provided the Company qualifies for exemption under the
applicable legislation.
It is the intention of the Directors to conduct the affairs
ofthe Company so as to ensure that it continues to
qualify for exempt company status for the purposes
ofGuernsey taxation. The Company may be subject to
withholding tax on any dividend income. Capital gains
tax is payable on realised investment gains in certain
jurisdictions – see note 10 for details of the tax provision
recognised in the year.
l. Foreign currencies
Transactions involving foreign currencies other than US
dollars are converted at the rate ruling at the time of the
transaction. Assets and liabilities in such currencies are
translated at the closing rates of exchange at the date
of the Statement of Financial Position. Any gain or loss
arising from a change in exchange rate subsequent to
the date of the transaction is included as an exchange
gain or loss in the capital reserve or revenue reserve as
appropriate. Foreign exchange movements on investments
are included in the Statement of Comprehensive Income
within gains or losses on investments.
m. Capital reserve
Gains and losses on disposal of investments, changes
in the fair value of investments held and realised and
unrealised foreign exchange differences of a capital
nature are dealt with in this reserve after being recognised
in the Statement of Comprehensive income. Purchases
of the Company’s own shares may be funded from
thisreserve.
n. Capital redemption reserve
The nominal value of ordinary share capital repurchased
and cancelled is transferred out of called-up share capital
and into the capital redemption reserve.
o. Revenue reserve
Income and expense items of a revenue nature are
included in the Revenue Reserve after being recognised in
the Statement of Comprehensive Income. Any dividends
paid by the Company would be funded from this reserve.
p. Single segment reporting
The chief operating decision maker is the Board of
Directors. The Directors are of the opinion that the
Company is engaged in a single segment of business,
being investment business, consequently no segmental
analysis is presented.
q. Treasury shares
The Company has the authority to make market purchases
of its ordinary shares for retention as treasury shares for
future reissue, resale, transfer or cancellation. Treasury
shares do not receive distributions and the Company
is not entitled to exercise the voting rights attaching to
them. Treasury shares have no impact on the share capital
unless they are subsequently cancelled at which point
they would reduce the Company's ordinary share capital.
r. New and revised Standards
The following standards, amendments to standards or
interpretations are effective for periods beginning on
1 January 2025. The impact of these standards is not
material to the reported results and financial position
ofthe Company.
• Lack of exchangeability – amendments to IAS 21
The impact of these standards is not expected to be
material to the reported results and financial position
ofthe Company.
New and amended standards and interpretations not
applied in these Company’s Financial Statements (issued
but not yet effective)
• IFRS 18 Presentation and Disclosure in Financial
Statements replacing IAS 1 Presentation of Financial
Statements, effective 1 January 2027
• Annual Improvements to IFRS Accounting Standards –
Volume 11, effective 1 January 2026
• Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 and IFRS 7),
effective 1 January 2026
The impact of these standards is not expected to be
material to the reported results and financial position of
the Company.
93
The Schiehallion Fund Limited
02 Income
2026
US$’000
2025
US$’000
US Treasury Bill interest 824 6,705
Overseas interest 525 392
Deposit interest 367 412
Total income 1,716 7,509
03 Investment management fee
2026
US$’000
2025
US$’000
Investment Management fee 12,712 9,562
Details of the Investment Management Agreement are set out on pages 58 and 59. 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 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$1.3 billion. Management fees are calculated and payable
quarterly. For the purpose of calculating the investment management fee, cash equivalents include US Treasury Bills.
04 Other administrative expenses
2026
US$’000
2025
US$’000
General administrative expenses 1,485 944
Administrator’s fee 119 112
Auditor's remuneration for audit and non audit services* 504 260
Directors’ fees 446 395
Depositary and custody fees 115 144
Registrar fees 52 39
Marketing
†
73 62
2,794 1,956
* In the year to 31 January 2026, non-audit fees of US$66,000 (31 January 2025 – nil) were paid to the Auditor, KPMG Advisory Limited, in respect
of non-audit services (included within ‘Other administrative expenses’ above). The non-audit fees incurred in the year to 31 January 2026 of
US$66,000 were related to the engagement of KPMG to provide a Financial Position and Prospects Procedures ("FPPP") report in connection
with the proposed admission of the Company's Ordinary Shares to listing on the closed-ended investment funds category of the Official List of
the Financial Conduct Authority and the transfer of the admission to trading of the Ordinary Shares from the Specialist Fund Segment to the listed
segment of the Main Market of the London Stock Exchange. There were no non-audit fees incurred in the year to 31January 2025.
†
The Company is part of a marketing programme which includes all the investment trusts managed by the Investment Manager. The marketing
strategy has an ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy is borne in partnership by
the Company and the Investment Manager. The Investment Manager matches the Company’s marketing contribution and provides the resource to
manage and run the programme.
05 Earnings per share
Year ended
31 January 2026
Year ended
31 January 2025
Ordinary shares US$’000 ¢ US$’000 ¢
Revenue return on ordinary activities after taxation (13,790) (1.35) (4,009) (0.39)
Capital return on ordinary activities after taxation 452,916 44.49 159,075 15.49
Profit and total comprehensive income for the year 439,126 43.14 155,066 15.10
Weighted average number of ordinary shares in issue 1,018,052,112 1,027,245,710
Financial report
Annual Report and Financial Statements 2026
94
06 Ordinary dividends
There were no dividends paid or proposed in respect of the year to 31 January 2026 (2025 – nil).
07 Financial instruments
Fair value hierarchy
The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the
lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement
forthe individual investment in its entirety as follows:
Level 1 – using unadjusted quoted prices for identical instruments in an active market;
Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market
data); and
Level 3 – using inputs that are unobservable (for which market data is unavailable).
The valuation techniques used by the Company are explained in the accounting policies on pages90 and 91. Transfers between
levels of the fair value hierarchy take place when the criteria for recognition in another level are met, such as the listing of
aninvestment.
As at 31 January 2026
Level 1
US$’000
Level 2
US$’000
Level 3
US$’000
Total
US$’000
Listed equities 212,434 – – 212,434
Private company ordinary shares/warrants – – 481,655 481,655
Private company preference shares* – – 1,065,201 1,065,201
Private company convertible promissory notes – – 25,784 25,784
Total financial asset investments 212,434 – 1,572,640 1,785,074
As at 31 January 2025
Level 1
US$’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
* 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 2026, the investments in Chime Financial and HeartFlow with a book cost of US$40,000,000
and US$17,100,000 and a fair value (IPO price) of US$16,968,000 and US$21,430,000 respectively were transferred from
Level 3 to Level 1 on becoming listed. During the year ended 31 January 2025, the investment in Tempus AI with a book cost of
US$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.
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.
95
The Schiehallion Fund Limited
07 Financial instruments (continued)
Listed
securities
US$000
Private
company
securities
US$000
Total
US$000
Cost of investments at 1 February 2025 134,094 935,572 1,069,666
Investment holding gains and losses at 1 February 2025 156,749 64,035 220,784
Fair value of investments at 1 February 2025 290,843 999,607 1,290,450
Movements in the period:
Purchases at cost
†
– 194,966 194,966
Sales – proceeds
†
(120,684) (32,140) (152,824)
– profit on disposal 55,728 15,603 71,331
Changes in categorisation at cost 57,100 (57,100) –
Changes in investment holding gains and losses (70,553) 451,704 381,151
Fair value of investments at 31 January 2026 212,434 1,572,640 1,785,074
Cost of investments at 31 January 2026 126,238 1,056,901 1,183,139
Investment holding gains and losses at 31 January 2026 86,196 515,739 601,935
Fair value of investments at 31 January 2026* 212,434 1,572,640 1,785,074
Listed
securities
US$000
Private
company
securities
US$000
Total
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 at cost 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
* Includes holdings in preference shares, promissory notes, ordinary shares and warrants.
†
The purchases and sales figures above include transaction costs of US$167,000 (2025 – nil).
Financial report
Annual Report and Financial Statements 2026
96
07 Financial instruments (continued)
2026
US$’000
2025
US$’000
Net gains on investments designated at fair value through profit or loss
Realised gains on investments disposed during the year 84,071 18,548
Realised losses on investments disposed during the year (12,740) (84,355)
Changes in investment holding gains on investments* 560,296 343,591
Changes in investment holding losses on investments* (179,145) (119,241)
452,482 158,543
* Of the changes in investment holding gains and losses, US$11,304,000 unrealised gains and (US$19,005,000) unrealised losses were for
investments no longer held in the portfolio at the year-end.
The changes in investment holding gains and losses of those investments categorised as level 3 excluding those which listed or
were sold in the period was US$426,668,000.
Investment holdings
Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC SORP in relation to private company
investments included within the Company's ten largest holdings disclosed on pages34 to 36. As required by the AIC SORP, this
disclosure includes turnover, pre-tax profits and net assets attributable to investors, asreported within the most recently audited
financial statements of the private investee companies.
As at 31 January 2026
Latest
Financial
Statements
Book
cost
US$’000
Market
value
US$’000
Income
recognised
from
holding in
the period Turnover
Pre-tax
profit/
(loss)
Net assets
attributable
to
shareholdersName Busine ss
Bending
Spoons
Mobile application
software operator
n/a 40,507 261,386 nil Information not publicly available
Space
Exploration
Technologies
Designs,
manufactures and
launches rockets,
spacecraft and
satellites
n/a 14,243 243,490 nil Information not publicly available
ByteDance Social media
company
n/a 43,180 139,178 nil Information not publicly available
Databricks Data software
solutions
n/a 31,900 80,168 nil Information not publicly available
Wayve AI based
software for
self-driving cars
2024 16,402 72,762 nil nil (£62,140,000) £895,199,000
Stripe Online payment
platform
n/a 21,893 51,874 nil Information not publicly available
Tekever Surveillance-
as-a-service
technology
n/a 23,533 46,245 nil Information not publicly available
Anthropic AI safety and
research
n/a 25,000 45,957 nil Information not publicly available
97
The Schiehallion Fund Limited
As at 31 January 2025
Latest
Financial
Statements
Book
cost
US$’000
Market
value
US$’000
Income
recognised
from
holding in
the period Turnover
Pre-tax
profit/
(loss)
Net assets
attributable
to
shareholdersName Business
Space
Exploration
Technologies
Designs,
manufactures and
launches rockets,
spacecraft and
satellites
n/a 16,649 128,811 nil Information not publicly available
Bending
Spoons
Mobile application
software operator
n/a 30,542 111,244 nil Information not publicly available
ByteDance Social media
company
n/a 43,180 85,177 nil Information not publicly available
Stripe Online payment
platform
n/a 21,893 39,796 nil Information not publicly available
Databricks Data software
solutions
n/a 31,900 39,029 nil Information not publicly available
Wayve AI based software
for self driving cars
n/a 16,402 36,275 nil nil (£41,196,000) £132,612,000
08 Debtors
2026
US$’000
2025
US$’000
Amounts falling due within one year:
Income accrued (net of withholding taxes) 1,784 1,268
Other debtors and prepayments 138 159
1,922 1,427
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a
reasonable approximation of fair value. There were no debtors that were past due or impaired at 31 January 2026 (2025 – nil).
09 Creditors – amounts falling due within one year
2026
US$’000
2025
US$’000
Unsettled investment purchases – 1,800
Investment management fee 3,611
2,743
Administrator’s fee 10
9
Other creditors and accruals 468 394
Buyback payable – 109
4,089 5,055
None of the above creditors at 31 January 2026 (2025 – nil) are financial liabilities designated at fair value through profit or loss.
07 Financial instruments (continued)
Investment holdings (continued)
Financial report
Annual Report and Financial Statements 2026
98
10 Provision for tax liability
There was no tax liability provision at 31 January 2026. The tax liability provision at 31 January 2025 of US$317,000 related to a
potential liability for Indian capital gains tax that could have arisen on the Company’s Indian investments should they have been sold,
based on the net unrealised taxable capital gain at the period end and on enacted Indian tax rates (long term capital gains are taxed
at 12.5% and short term capital gains are taxed at 20%). The amount of any future tax amounts payable may differ, depending on
the value and timing of any future sales of such investments and future Indian tax rates.
11 Ordinary share capital
2026
Number
2026
US$’000
2025
Number
2025
US$’000
Allotted, called up and fully paid ordinary shares of US$1 each 1,013,033,907 1,197,038 1,024,738,907 1,208,743
Treasury shares of US$1 each 12,170,000 12,170 465,000 465
1,025,203,907 1,209,208 1,025,203,907 1,209,208
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).
Duringthe year to 31 January 2026 no shares were issued (2025 – nil). In the period from 1 February 2026 to 6 April 2026
1,250,000 shares wereissued.
By way of a special resolution passed on 22 May 2025 the Directors of the Company have general authority to make market
purchases of up to 153,037,243 ordinary shares, being 14.99% of the ordinary shares in issue as at 22 May 2025, being the date
the resolution passed. This will expire at the conclusion of the Annual General Meeting tobe held on 14 May 2026. 11,705,000
ordinary shares were bought back during the year ended 31 January 2026 at a cost of US$13,175,000 (31 January 2025 –
5,160,000 ordinary shares at a cost of US$4,246,000) hence the remaining authority is 145,142,243 ordinary shares. At 31 January
2026 the Company held 12,170,000 shares in treasury (2025 – 465,000). In the period from 1 February 2026 to 6 April 2026 no
ordinary shares were bought back to treasury. The total cost of shares bought back is charged to the capital reserve. The nominal
value of the shares that were bought back and cancelled were transferred from the share capital to the capital redemption reserve.
During the year to 31 January 2026 the Company issued one Class B special voting share. The Company's B Share, which was
issued to a Guernsey purpose trust, whose trustee is Carey Olsen Client Services (Guernsey) Limited, to implement the revised
voting structure required for the Company's proposed admission to listing on the CEIF category of the Official List of the FCA
currently carries no voting rights at general meetings of the Company. However, in the event the level of ownership of Ordinary
Shares by US residents (excluding any Ordinary Shares held in treasury) exceeds 35% on any date determined by the Directors
(based on an analysis of share ownership information available to the Company), the B Share will carry voting rights in relation
to `Director Resolutions' (as such term is defined in the Articles of Incorporation). In this event, the B Share will automatically
carry such voting rights to dilute the voting power of the Ordinary Shareholders with respect to Director Resolutions to the extent
necessary to reduce the percentage of votes exercisable by US residents in relation to the Director Resolutions to not more
than35%.
Holders of ordinary shares have the right to receive income and capital from assets attributable to such share class. Ordinary
shareholders have the right to receive notice of general meetings of the Company and have the right to attend and vote at all
general meetings.
99
The Schiehallion Fund Limited
12 Capital and reserves
Share
capital
US$’000
Capital
reserve
US$’000
Capital
redemption
reserve
US$’000
Revenue
reserve
US$’000
Shareholders’
funds
US$’000
At 1 February 2025 1,209,208 170,450 7,296 (16,997) 1,369,957
Changes in investment holding gains and losses – 452,482 – – 452,482
Exchange differences – 117 – – 117
Ordinary shares bought back – (13,175) – – (13,175)
Provision for Indian capital gains tax – 317 – – 317
Revenue earnings on ordinary activities after taxation – – – (13,790) (13,790)
At 31 January 2026 1,209,208 610,191 7,296 (30,787) 1,795,908
Share
capital
US$’000
Capital
reserve
US$’000
Capital
redemption
reserve
US$’000
Revenue
reserve
US$’000
Shareholders’
funds
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
The capital reserve includes investment holding gains of US$601,935,000 (2025 – gains of US$220,784,000) as disclosed in
note7. The Company may make distributions from the capital reserve including share buybacks under section 527 of Company
(Guernsey) law 2008 ifitissolvent. The revenue reserve (to the extent it constitutes realised profits) may be distributed by way
ofdividend.
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 2026 2025
Shareholders’ funds US$1,795,908,000 US$1,369,957,000
Number of ordinary shares in issue at the year end 1,013,033,907 1,024,738,907
Net asset value per ordinary share 177.28¢ 133.69¢
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.
Financial report
Annual Report and Financial Statements 2026
100
14 Contingencies, guarantees and financial commitments
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 pages74 to 76.
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 2026
Ordinary shares held at
31 January 2025
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
Details of the investment management agreement are set out in note 3. The management fee payable to the Investment Manager
bythe Company for the year ended 31 January 2026, as disclosed in note 3, was US$12,712,000 (2025 – US$9,562,000) of
which US$3,611,000 was outstanding at 31 January 2026 (2025 – US$2,743,000), as disclosed in note 9.
The fee payable to the Administrator, for the year to 31 January 2026 as disclosed in note 4, was US$119,000 (2025 – US$112,000)
of which US$10,000 was outstanding at 31 January 2026 (2025 – US$9,000) as disclosed in note 9.
101
The Schiehallion Fund Limited
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
creditrisk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood
ofa permanent loss of capital rather than to minimise short-term volatility. Risk provides the potential for both losses and gains.
Inassessing 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.
TheBoard 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 pages34 to 37 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 2026, no such
transactions were entered into (2025 – 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.
Themovement in exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than
asimple 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
At 31 January 2026
Investments
US$’000
US Treasury
Bills and cash
US$’000
Other debtors
and creditors
US$’000 *
Net
exposure
US$’000
Sterling 136,491 69 (3,951) 132,609
Euro 368,881 – – 368,881
Indian rupee 29,578 – – 29,578
Australian dollar 9,445 – – 9,445
Total exposure to currency risk 544,395 69 (3,951) 540,513
US dollar 1,240,679 12,932 1,784 1,255,395
1,785,074 13,001 (2,167) 1,795,908
Financial report
Annual Report and Financial Statements 2026
102
16 Risk Management (continued)
At 31 January 2025
Investments
US$’000
US Treasury
Bills and cash
US$’000
Other debtors
and creditors
US$’000 *
Net
exposure
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
* Includes net non-monetary assets of US$138,000 (2025 – US$159,000).
Currency risk sensitivity
At 31 January 2026, 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 2026 would have decreased by
US$54,051,000 (2025 (10%) – US$36,463,000). A 10% weakening of the US dollar to other currencies, with all other variables
held constant, would have had an equal but opposite effect on the Financial Statement amounts.
A change of 10% in foreign currency rates (2025 – 10%) has been considered to be a reasonably plausible change reflective
ofmarket circumstance in the year.
ii. Interest rate risk
Interest rate movements may affect directly the level of income receivable on cash deposits and the interest payable on any
variable rate borrowings.
They may also impact upon the market value of investments as the effect of interest rate movements upon the earnings of a
company may have a significant impact upon the valuation of that company’s equity.
The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account
when making investment decisions and when entering borrowing agreements.
The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits.
The Company may finance, on a short-term basis, part of its activities through borrowings at approved levels. The amount of any
such borrowings and the approved levels are monitored and reviewed regularly by the Board.
The interest rate risk profile of the Company’s financial assets and liabilities at 31 January 2026 and 31 January 2025 is
shownbelow.
Financial assets
2026
Fair value
US$’000
2026
Weighted
average
interest rate
2025
Fair value
US$’000
2025
Weighted
average
interest rate
Cash
US dollar 12,392 1.4% 6,058 3.6%
Sterling 69 1.4% 60 3.7%
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.
103
The Schiehallion Fund Limited
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’stotal net assets and profit and total comprehensive income for the year ended 31 January 2026 by US$125,000
(2025–US$61,000). This is mainly due to the Company’s exposure to interest rates on its cash balances. A decrease of 100basis
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
innote 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 pages34 to 36. In addition, an analysis of the investment portfolio by broad
geographical, industrial or commercial sector is shown on page23.
11.9% of the Company’s net assets are invested in listed investments.
8 7. 5 % of the Company’s net assets are invested in private company investments.
A 20% increase in quoted equity valuations at 31 January 2026 would have increased total net assets and net return after taxation
by US$42,487,000 (2025 – US$58,169,000). A decrease of 20% would have an equal but opposite effect. 20% is considered to
be a reasonable movement given the prevailing market conditions.
The fair valuation of the private company investments is influenced by the estimates, assumptions and judgements made in
the fair valuation process (see note 1(d) on pages89 and 90). This level of changed is considered to be reasonable based on
observations of current market conditions.
The private companies sensitivity analysis below recognises that the valuation methodologies employed involve different levels
of subjectivity in their significant unobservable inputs and illustrates the sensitivity of the valuations to these inputs as it involves
more significant subjective estimation than the recent transaction method. The inputs have been flexed by +/-10% being a
reasonable movement given market conditions to demonstrate how sensitive the underlying valuations are to changes in the
significant unobservable inputs. The table also provides the range of values for the key unobservable inputs. A blend of valuation
techniques is used for some holdings.
Financial report
Annual Report and Financial Statements 2026
104
31 January
2026 Significant unobservable inputs*
Valuation
technique
Fair value of
investments
US$’000
Key
unobservable
inputs
Other
unobservable
inputs
#
Range
Weighted
average
range
†
Sensitivity
%
#
Sensitivity tochanges
insignificant
unobservable inputs
Market
approach
using
comparable
trading
multiples
290,838 Enterprise
Value/
Last twelve
months (EV/
LTM) revenue
multiple
‡
a,b,c,d 1.1x to
6.8x
3.7x 10% If EV/LTM multiples
changed by +/- 10%,
the fair value would
change by $16,806,696
and ($17,654,355).
Enterprise
Value/Next
twelve months
months (EV/
NTM) revenue
multiple
¶
a,b,c,d 4.9x to
5.6x
5.0x 10% If EV/NTM multiples
changed by +/- 10%,
the fair value would
change by $3,271,533
and ($3,270,779).
Enterprise
Value/NTM
EBITDA (EV/
NTM EBITDA)
revenue
multiple
††
a,b,c,d 8.6x to
69.5x
23.7x 10% If EV/NTM EBITDA
multiples changed
by +/- 10%, the fair
value would change
by $2,091,470 and
($2,091,470).
Illiquidity
discounts
e 10% 10% 10% If the illiquidity discount
changed by +/- 10%,
the fair value would
change by $5,404,670
and ($4,874,768).
Transaction
implied
premium and
discounts
g (49.3%)
to 97.4%
14.9% 10% If a +/- 10% adjustment
is applied to the
calculated premiums
and discounts, the fair
value would change
by $3,963,819 and
($3,553,164).
Benchmark
performance
75,261 Selection of
comparable
companies,
indices and
ETFs
§
a,b,c,f (9.4%) to
84.7%
33.0% 10% If input comparable
benchmark performance
changed by +/- 10%,
the fair value would
change by $6,516,792
and ($6,370,017).
Price of
expected
transaction
262,564 Execution risk
discount
a,b,h 10% n/a 10% If the execution risk
discount changed
by +/- 10%, the fair
value would change
by $26,256,434 and
($26,256,434).
Recent
transaction
price
943,977 n/a**
^
a,b n/a n/a 10% If the recent transaction
price changed by
+/- 10%, the fair
value would change
by $94,397,751 and
($94,397,751).
* Significant unobservable inputs
The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each private
company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each
input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages89 and 90.
†
Weighted average is calculated by reference to the fair value of holdings as at the respective year-end. This therefore gives a clearer indication of
the typical multiple or adjustment being applied across the portfolio.
#
See explanation for other unobservable inputs on page106 (sections ‘a’ to ‘h’ as relevant).
‡
Enterprise value (EV) divided by the last twelve months (LTM) revenue.
¶
Enterprise value (EV) divided by the next twelve months (NTM) forecast revenue.
††
Enterprise value (EV) divided by the next twelve months (NTM) forecast earnings before interest, tax, depreciation and amortisation
(EBITDA)forecast.
§
See explanation for the selection of comparable companies on page106 section ‘c’. The percentage movements reflect the movement in overall
company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessment.
^
Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in the
unobservable inputs noted in the above table. However, the transaction price itself is observable.
** Flexing the revenue figures by the same sensitivity would result in the same change in both directions.
16 Risk Management (continued)
Other price risk sensitivity (continued)
105
The Schiehallion Fund Limited
31 January
2025 Significant unobservable inputs*
Valuation
technique
Fair value of
investments
US$’000
Key
unobservable
inputs
Other
unobservable
inputs
#
Range
Weighted
average
range
†
Sensitivity
%
#
Sensitivity tochanges
insignificant
unobservable inputs
Market
approach
using
comparable
trading
multiples
482,033 Enterprise
Value/
Last twelve
months (EV/
LTM) revenue
multiple
‡
a,b,c,d 1.6x to
9.2x
5.3x 10% If EV/LTM multiples
changed by +/- 10%,
the fair value would
change by $36,161,074
and ($37,092,794).
Enterprise
Value/Next
twelve months
months (EV/
NTM) revenue
multiple
¶
a,b,c,d 4.1x to
7.6x
5.4x 10% If EV/NTM multiples
changed by +/- 10%,
the fair value would
change by $1,714,437
and ($2,077,809).
Illiquidity
discounts
e 10% 10% 10% If the illiquidity discount
changed by +/- 10%,
the fair value would
change by $1,650,577
and ($2,011,573).
Transaction
implied
premium and
discounts
g (30.7%)
to 94.3%
20.1% 10% If a +/- 10% adjustment
is applied to the
calculated premiums
and discounts, the fair
value would change
by $5,012,865 and
($5,067,505).
Benchmark
performance
228,969 Selection of
comparable
companies,
indices and
ETFs
§
a,b,c,f (39.5%) to
52.5%
3.7% 10% If input comparable
benchmark performance
changed by +/- 10%,
the fair value would
change by $12,575,854
and ($13,463,453).
Price of
expected
transaction
24,687 Execution risk
discount
a,b,h 10% n/a 10% If the execution risk
discount changed
by +/- 10%, the fair
value would change
by $2,468,732 and
($2,468,732).
Adjusted price
of recent
transaction
701 Insolvency risk
discount
a,b,i 75% to
90%
10% If the insolvency risk
discount changed
by +/- 10%, the fair
value would change
by $70,045 and
($70,045).
Recent
transaction
price
263,217 n/a**
^
a,b n/a n/a 10% If the recent transaction
price changed by
+/- 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 pages89 and 90.
†
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 page106 (sections ‘a’ to ‘i’ 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 page106 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.
16 Risk Management (continued)
Other price risk sensitivity (continued)
Financial report
Annual Report and Financial Statements 2026
106
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.
Theresultant 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 valuation 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.
i. Insolvency risk
An insolvency risk discount is applied to investments where there is considered to be uncertainty surrounding the entity's
ability to continue as a going concern. The level of discount considers the portfolio company's cash runway and underlying
performance.
107
The Schiehallion Fund Limited
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.
At31January 2026, the Company held no US Treasury Bills (2025 – US$77,334,000), which were 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 2026 (2025 – 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
andthen 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
thatthe 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 2026, all cash deposits were
held with the custodian bank which has a credit rating of F1+ (2025 – F1+).
Credit risk exposure
The exposure to credit risk at 31 January was:
2026
US$’000
2025
US$’000
US Treasury Bills – 77,334
Cash and short-term deposits
13,001 6,118
Debtors and prepayments 1,922 1,427
14,923 84,879
None of the Company’s financial assets arepast 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.
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 pages38 and 39. 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 pages69 and 70 and details of the related risks
and how they are managed are set out on pages43 to 47 and pages68 and 69, 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 note 11.
Financial report
Annual Report and Financial Statements 2026
108
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
notesthereto.
Subsequent to the year end, in the period from 1 February 2026 to 6 April 2026 1,250,000 ordinary shares were were issued
from treasury representing 0.1% of the issued share capital at 31 January 2026 excluding treasury shares.
Tax residency
With effect from 1 February 2026 the Company has become tax resident in the UK and has UK investment trust status for UK
tax purposes. The Company's election into the United Kingdom investment trust regime is expected to benefit the Company
by aligning the Company's location more closely to its place of listing as well as to take advantage of the double taxation
agreements in the UK thereby preventing future tax leakage on some of the Company's holdings. In addition, this election is
expected to make the Company more attractive to investors who may otherwise be tax sensitive to investing in a vehicle that is
tax resident outside the United Kingdom.
Shareholder
information
Shareholder information
Annual Report and Financial Statements 2026
110
Notice of Annual
General Meeting
The Board encourages all shareholders to submit
proxy voting forms, appointing the chairperson of
the AGM, as soon as possible and, in any event,
byno later than 12.00 pm on 12 May 2026.
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
toadgg-aafa-f@alterdomus.com or call Alter Domus
(Guernsey) Limited on +44 (0) 1481 742 250.
Alter Domus (Guernsey) Limited may record your call.
If you or, if appointed, your proxy wish to attend
theAnnual General Meeting electronically you, or
your proxy, will have the same right to attend, be
counted in the quorum, participate in the business
of the Annual General Meeting, speak and vote as
if you, or your proxy, had attended the meeting in
person. Details of how to attend the Annual General
Meeting electronically can be obtained from Alter
Domus (Guernsey) Limited on the contact details
provided above.
Sun St
Primrose St
Liverpool St
Liverpool
Street
A10
Sun St Passage
The Annual General Meeting of the Company willbe
held at the offices of Herbert Smith Freehills Kramer
LLP, Exchange House, Primrose Street, London
EC2A 2EG on Thursday, 14 May 2026 at 12.00 pm.
111
The Schiehallion Fund Limited
Notice is hereby given that the seventh Annual
General Meeting of The Schiehallion Fund Limited
will be held at the offices of Herbert Smith Freehills
Kramer LLP, Exchange House, Primrose Street,
London EC2A 2EG, on Thursday, 14 May 2026 at
12.00 pm. forthefollowing purposes:
To consider and, if thought fit, to pass the following
Resolutions as Ordinary Resolutions:
1. To receive and adopt the Annual Report and
Financial Statements of the Company for the
year to 31 January 2026 with the Reports of
the Directors and of the Independent Auditor
thereon.
2. To approve the Directors' Remuneration Policy.
3. To approve the Directors’ Annual Report on
Remuneration for the year to 31 January 2026.
4. To re-elect Dr Linda Yueh as a Director.
5. To re-elect Mr John Mackie as a Director.
6. To re-elect Ms Trudi Clark as a Director.
7. To re-elect Mr Richard Holmes as a Director.
8. To reappoint KPMG Audit Limited as
Independent Auditor of the Company to hold
office from the conclusion of this meeting until
the conclusion of the next Annual General
Meeting at which the Financial Statements are
laid before the Company.
9. To authorise the Directors to determine the
remuneration of the Independent Auditor of
theCompany.
10. Subject to the passing of Resolution 12 pursuant
to article 116(1) of the Company's Articles
of Incorporation, there shall be paid to the
Directors (other than alternate directors) such
fees for their services in the office of director
as the Directors may determine, not exceeding
in the aggregate an annual sum of £473,000
or such larger amount as the Company may by
ordinary resolution decide, divided between
the Directors as they may determine. The fees
shall be deemed to accrue from day to day
and shall be distinct from and additional to any
remuneration or other benefits which may be
paid or provided to any Director pursuant to any
other provision of the Articles of Incorporation of
the Company.
To consider and, if thought fit, to pass Resolutions11
and 12 as Special Resolutions.
11. That, in substitution for any existing authority
but without prejudice to the exercise of any such
authority prior to the date hereof, the Company
be and is hereby generally and unconditionally
authorised, pursuant to and in accordance with
section 315(2)(b) of the Companies (Guernsey)
Law, 2008 (the ‘Law’) to make market purchases
(within the meaning of section 316 of the Law)
of ordinary shares of no par value in the capital
of the Company (‘ordinary shares’) (either for
retention as treasury shares for future reissue,
resale, transfer or cancellation), provided that:
a. the maximum aggregate number of ordinary
shares hereby authorised to be purchased
is, 152,041,157 or, if less, the number
representing approximately 14.99% of the
issued ordinary share capital of the Company
as at the date of the passing of this resolution;
b. the minimum price (excluding expenses)
which may be paid for each ordinary share
is US$1.00;
Shareholder information
Annual Report and Financial Statements 2026
112
c. the maximum price (excluding expenses)
which may be paid for each ordinary share
shall not be more than the higher of:
i. 5% above the average closing price
on the London Stock Exchange of an
ordinary share over the five business
days immediately preceding the date of
purchase; and
ii. an amount equal to the higher of the price
of the last independent trade of an ordinary
share and the highest current independent
bid for an ordinary share on the trading
venue where the purchase is carried out; and
d. unless previously varied, revoked or renewed
by the Company in a general meeting, the
authority hereby conferred shall expire at the
conclusion of the Annual General Meeting
of the Company to be held in respect of the
year ending 31 January 2027, 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.
12. 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
8 April 2026
113
The Schiehallion Fund Limited
Ordinary Shareholders have the right to vote on all
resolutions proposed at general meetings of the Company,
including resolutions relating to the appointment, election,
re-election and removal of Directors. The Company's
BShare, which was issued to a Guernsey purpose trust,
whose trustee is Carey Olsen Client Services (Guernsey)
Limited, to implement the revised voting structure required
for the Company's proposed admission to listing on the
closed-ended investment funds category of the Official
List of the FCA currently carries no voting rights at general
meetings of the Company. However, in the event the
level of ownership of Ordinary Shares by US residents
(excluding any Ordinary Shares held in treasury) exceeds
35% on any date determined by the Directors (based
on an analysis of share ownership information available
to the Company), the B Share will carry voting rights in
relation to `Director Resolutions' (as such term is defined
in the Articles of Incorporation). In this event, the B Share
will automatically carry such voting rights to dilute the
voting power of the Ordinary Shareholders with respect
to Director Resolutions to the extent necessary to reduce
the percentage of votes exercisable by US residents in
relation to the Director Resolutions to not more than 35%.
There have been no changes to the legal form or nature of
the Ordinary Shares nor to the reporting currency of the
Company's consolidated financial statements (which will
remain in U.S. dollars) as a result of the Company's quote
being in Sterling as well as U.S. dollars on the Main Market
of the London Stock Exchange.
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
proxyappointment service may do so by usingthe
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.
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. Inthis 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 andtimings.
Shareholder information
Annual Report and Financial Statements 2026
114
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 Uncertificated
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
GY11WW.
12. Information regarding the Annual General Meeting is
available from the Company’s page of the Investment
Manager’s website at schiehallionfund.com.
13. Members have the right to ask questions at the
meeting and the Company must cause to be
answered any such questions relating to the business
being dealt with at the meeting, provided that no such
answer need be given if:
a. to do so would interfere unduly with the
preparation for the meeting or involve the
disclosure of confidential information;
b. the answer has already been given on a website
in the form of an answer to a question; or
c. it is undesirable in the interests of the company
or the good order of the meeting that the
question be answered.
14. Members have the right to require the directors of the
Company to call a general meeting upon receiving
requests to do so from members who hold more
than 10% of such of the capital of the Company as
carries the right of voting at general meetings of the
Company (excluding any capital held as treasury
shares) and to require that notice of any resolutions
identified in such a request as being intended to be
moved at the meeting be circulated with notice of the
meeting pursuant to section 204(2) of the Companies
(Guernsey) Law, 2008.
15. Any corporation which is a member can appoint one
or more corporate representatives who may exercise
on its behalf all of its powers as a member provided
that they do not do so in relation to the same shares.
16. As at 6 April 2026 (being the last practicable day
prior to the publication of this notice) the Company’s
issued share capital consisted of 1,014,283,907
ordinary shares, carrying one vote each. Therefore,
the total voting rights in the Company as at 6 April
2026 were 1,014,283,907votes.
17. Any person holding 3% or more of the total voting
rights of the Company who appoints a person other
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.
115
The Schiehallion Fund Limited
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.
Appendix
Articles of Incorporation
The Board is proposing to amend the existing Articles to
increase the cap on the aggregate fees paid to Directors
from £430,000 per annum to £473,000 per annum, which
provides flexibility to allow for an increase in the number of
Directors should the Board believe it to be appropriate as
part of its long term succession planning.
Shareholder information
Annual Report and Financial Statements 2026
116
Sources of further information on the
company
The price of shares is quoted daily in the Financial
Times and can also be found on the Company’s
website at schiehallionfund.com, Trustnet at
trustnet.com andon other financial websites.
Monthly factsheets are also available on the Baillie
Gifford website. These are available from Baillie
Gifford on request.
The Schiehallion Fund Identifiers
ISIN GG00BJ0CDD21
Sedol (GBP Sedol) BJ0CDD2 (BSSDQ53)
Ticker ordinary shares
(GBP Ticker) MNTN (MNTS)
Legal Entity Identifier 213800NQOLJA1JCWXQ56
The ordinary shares and the Company are listed
on the London Stock Exchange and their prices
are shown in the Financial Times under ‘Investment
Companies’.
Key dates
Event Month (each year)
Financial year end date 31 January
Final results announced April
Annual general meeting May
Interim results announced September
How to invest
The Company’s shares are traded on the London
Stock Exchange. They can be bought by placing an
order with a stockbroker, or by asking a professional
adviser to do so. If you are interested in investing
directly in Schiehallion, you can do so online. There
are a number of companies offering real time online
dealing services.
Share register enquiries
Computershare Investor Services (Jersey) Limited
maintains the share register on behalf of the
Company. In the event of queries regarding shares
registered in your own name, please contact
the Registrars on +44 (0) 370 707 4040 or at
info@computershare.co.je.
This helpline also offers an automated self-service
functionality (available 24 hours a day, 7 days a
week) which allows you to:
• hear the latest share price;
• confirm your current share holding balance; and
• order Change of Address and Stock Transfer
forms.
You can also check your holding on the Registrars’
website at investorcentre.co.uk. They also offer a
free, secure share management website service
which allows you to:
• view your share portfolio and see the latest market
price of your shares;
• calculate the total market price of each
shareholding;
• 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).
Further shareholder
information
117
The Schiehallion Fund Limited
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
orat 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.
How to vote your shares
As a shareholder you have a say on how the
Company is run. The following link will take
you through to The Association of Investment
Companies (AIC) website where there is information
on how to vote your shares if you hold them via one
of the major platforms: theaic.co.uk/how to vote
your shares.
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 (R2NX
XB.9999.
SL.831). The Company can be located on the
IRSFFIlist.
Alternative Investment FundManagers
(‘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 page124) 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 2026 are shown below:
Gross
method
Commitment
method
Maximum limit 1.20:1 1.10:1
Actual 0.99:1 1.00:1
Shareholder information
Annual Report and Financial Statements 2026
118
Communicating
withshareholders
Trust magazine Schiehallion web page at schiehallionfund.com
Trust magazine
Trust is the Baillie Gifford investment trust magazine
which is published twice a year. It provides an insight
to Baillie Gifford’s investment approach by including
interviews with Baillie Gifford’s fund managers, as
well as containing investment trust news, investment
features and articles about the trusts managed by
Baillie Gifford, including Schiehallion. Trust plays an
important role in helping to explain Baillie Gifford’s
products so that readers can really understand them.
You can subscribe to Trust magazine or view a digital
copy at bailliegifford.com/trust.
Suggestions and questions
Any suggestions on how communications with
shareholders can be improved are welcomed, so
please contact the Baillie Gifford Client Relations
Team and give them your suggestions. They will also
be very happy to answer questions that you may
have about Schiehallion.
Schiehallion on the web
Up-to-date information about Schiehallion
can be found on the Company website at
schiehallionfund.com. You will find full details on
Schiehallion, including recent portfolio information
and performance figures.
Client Relations Team contact details
You can contact the Baillie Gifford Client Relations
Team by telephone, email or post:
Telephone: +44 (0)800 917 2113
Your call may be recorded for training or monitoring
purposes.
Email: enquiries@bailliegifford.com
Website: bailliegifford.com
Baillie Gifford Client Relations Team
Calton Square
1 Greenside Row
Edinburgh EH1 3AN
Please note that Baillie Gifford is not permitted
to give financial advice. If you would like advice,
please ask an authorised intermediary.
119
The Schiehallion Fund Limited
Top 10 companies: progress
report
An overview of the progress made
by Schiehallion's largest holdings.
Schiehallion: investing in private
growth companies
by Peter Singlehurst
Manager Peter Singlehurst tells
Lucie Majstrova why growth
companies are staying private
for longer, and explains how
Schiehallion gains access to these
exceptional businesses.
Investing in the era of private
megacaps
by Gustav Venter
Private growth companies are
staying unlisted for longer,
shifting market leadership into
private markets.
Shareholder information
Annual Report and Financial Statements 2026
120
Third party data
provider disclaimer
No third party data provider (‘Provider’) makes any
warranty, express or implied, as to the accuracy,
completeness or timeliness of the data contained
herewith nor as to the results to be obtained by
recipients of the data.
No Provider shall in any way be liable to any
recipient of the data for any inaccuracies, errors
or omissions in the index data included in this
document, regardless of cause, or for any damages
(whether direct or indirect) resulting therefrom.
NoProvider has any obligation to update, modify
or amend the data or to otherwise notify a recipient
thereof in the event that any matter stated herein
changes or subsequently becomes inaccurate.
Without limiting the foregoing, no Provider shall have
any liability whatsoever to you, whether in contract
(including under an indemnity), in tort (including
negligence), under a warranty, under statute or
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.
121
The Schiehallion Fund Limited
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.
Sustainable Finance Disclosure
Regulation (‘SFDR’)
Shareholder information
Annual Report and Financial Statements 2026
122
Glossary of terms and
AlternativePerformance
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 2026 2025
Closing NAV per share (a) 177.28¢ 133.69¢
Closing share price (b) 178.00¢ 108.00¢
Premium/(discount) ((b – a) ÷ (a) expressed as a percentage) 0.4% (19.2%)
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 are the same as the percentage movements in the share price and NAV per
share as detailed on page14.
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.
123
The Schiehallion Fund Limited
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
2026
US$’000
2025
US$’000
Investment management fee 12,712 9,562
Other administrative expenses 2,794 1,956
Less: Non-recurring expenses* (1,219) –
Total recurring expenses (a) 14,287 11,518
Average net asset value (b) 1,495,174 1,248,889
Ongoing Charges ((a) ÷ (b) expressed as a percentage) 0.96% 0.92%
* Non-recurring expenses in the year to 31 January 2026 amounted to US$1,219,000. These were the total costs incurred during the
reporting period in connection with the trading segment migration and tax residency move to the UK.
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method
which increases the Company’s exposure, including the borrowing of cash and the use of derivatives.
Itisexpressed as a ratio between the Company’s exposure and its net asset value and can be calculated on
a gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of US dollar cash balances, without taking into account any hedging and
netting arrangements. Under the commitment method, exposure is calculated without the deduction of
sterling cash balances and after certain hedging and netting positions are offset against each other.
Average revenue growth rate (APM)
Calculated by taking an average of each investee company’s last twelve months revenue growth (asapercentage).
Average movement in company valuation/share price (APM)
Calculated by taking an average of all valuation movements (as a percentage) by portfolio company and
byline of portfolio company share class.
Contribution (APM)
Contribution to absolute performance (in US$ 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.
Weighted average revenue growth (APM)
The average revenue growth rate of the portfolio’s underlying companies, weighted by each holding’s
proportion of the portfolio.
Shareholder information
Annual Report and Financial Statements 2026
124
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
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
Depositary
The Bank of New York Mellon
(International) Limited
160 Queen Victoria Street
London EC4V 4LA
Corporate Broker
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
Independent Auditor
KPMG Audit Limited
Glategny Court
Glategny Esplanade
St Peter Port
Guernsey, Channel Islands GY1 1WR
Company details
schiehallionfund.com
Company Registration No. 65915
ISIN: GG00BJ0CDD21
Sedol (GBP Sedol): BJ0CDD2 (BSSDQ53)
Ticker (GBP Ticker): MNTN (MNTS)
Legal Entity Identifier
213800NQOLJA1JCWXQ56
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
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
Calton Square, 1 Greenside Row, Edinburgh EH1 3AN
Telephone +44 (0)131 275 2000
schiehallionfund.com