Annual Report and 31 January 2026 Financial Statements ## The Schiehallion ## Fund Limited Investor disclosure document The UK Alternative Investment Fund Managers Regulations require certain information to be made available to investors prior to their investment in the Company. The Company’s Investor Disclosure Document is available for viewing at schiehallionfund.com Notes None of the views expressed in this document should be construed asadvice to buy or sell a particular investment. This document is important and requires your immediate attention. If you reside in the United Kingdom and are in any doubt as to the action you should take you should consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 immediately. If you reside outside the United Kingdom you should consult an appropriately authorised financial adviser. If you have sold or otherwise transferred all of your ordinary shares in The Schiehallion Fund Limited, please forward this document, together with any accompanying documents, but not your personalised Form of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee. The Schiehallion Fund Limited Introduction ## Contents Financial highlights 02 An overview of The Schiehallion Fund Limited 04 Strategic report Chairperson’s statement 06 Investment Manager’s review 09 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 01 ## Financial highlights Year to 31 January 2026 Share price return * NAV return * ## 64.8% 32.6% * Source: LSEG/Baillie Gifford. See disclaimer on page120. All figures are stated on a total return basis. Total return is an Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123. All investment strategies have the potential for profit or loss. Past performance is not a guide to future performance. 02 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 03 ## An overview of ## TheSchiehallion ## Fund Limited Our philosophy: ## The Schiehallion Long-term ## Fund Limited seeks to We have an explicitly long-term view, investing in growth- ## generate capital growth stage private companies with the intention to support them throughout their journey into public markets and ## for investorsthrough even beyond. We understand that building an exceptional company is a journey, not something that happens ## making long-term minority overnight or changes at the Initial Public Offering (‘IPO’). ## investments in later stage We are simply trying to invest in companies for the longest and steepest part of their growth curves. ## private businesses that Growth ## the Company considers Innovation drives growth. Some of the world’s most ## to have transformational innovative and disruptive companies are in the private markets. We believe that over the long-run, ## growth potential and the size or pace of change that innovations in production, process and technology can bring is ## to have the potential to misunderstood, over-estimating it in the short-run and under-estimating in the long-run. We aim to ## become publicly traded. invest in companies that are at an inflection point –scaling into true growth businesses. Companies, not countries or themes We invest in high-growth private companies, globally, and across sectors. Our emphasis on finding exceptional companies naturally leads us away frommacroeconomics or thematic investing, towards bottom-up analysis. We believe we are able to excel at doing this because we have a differentiated analytical approach, access to the best companies inour universe, and a unique strategy for adding value to our companies. Investment Manager The Company has appointed Baillie Gifford & Co Limited as the Investment Manager (‘Investment Manager’ or ‘Baillie Gifford’). 04 Annual Report and Financial Statements 2026 ## Strategic ## report The Strategic report includes pages06 to 53 and incorporates the Chairperson’s statement and the Investment Manager’s review. Strategic report # Chairperson's statement ![img-0.jpeg](img-0.jpeg) **Dr Linda Yueh CBE** Chairperson since inception in 2019 The Schiehallion Fund Limited (the 'Company' or 'Schiehallion') seeks to generate capital growth for investors through long-term minority investments in later stage private businesses that the Company considers to have transformational growth potential and to have the potential to become publicly traded. ## Investment performance During the financial year to 31 January 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 page 9. 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 the period. 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. 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. 06 Annual Report and Financial Statements 2026 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 in 2027. 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 a whole. ### **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 of capital. 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 company investments. ### **Earnings and dividend** The Company's priority is to generate capital growth over the long-term. The Company therefore has no dividend target and will not seek to provide shareholders with a particular level of distribution. This 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. 07 Strategic report Annual General Meeting Information on the resolutions can be found on pages 61 and 62. The Directors consider that all The AGM will be held at 12.00pm GMT on Thursday resolutions to be put to shareholders are in their 14 May 2026 at the offices of Herbert Smith Freehills and the Company’s best interests as a whole and Kramer LLP, Exchange House, Primrose Street, recommend that shareholders vote in their favour. London EC2A 2EG. Shareholders are reminded that they are able to submit proxy voting forms Investment outlook before the applicable deadline on Tuesday 12 May 2026 and also to direct any questions for the Board There is a prospect of some potentially generational | or Investment Manager in advance by email to | IPOs later in 2026, including a few companies | | --- | --- | | adgg-aafa-f@alterdomus.com or call Alter Domus | held in the portfolio. If this transpires, it would | | (Guernsey) Limited on +44 (0) 1481 742 250. | be an important marker for some of the most | sought-after private growth companies transitioning The Board is seeking approval for amendments to into public markets and would also offer further the Company’s Articles of Incorporation. Resolution liquidity for the Company to continue pursuing 12 of the Notice of Annual General Meeting, which an attractive opportunities set across the private will be proposed as a special resolution, seeks growthlandscape. shareholder approval for the adoption of new Articles of Incorporation (the ‘New Articles’). As permitted by The Companies (Guernsey) Law, 2008, Dr Linda Yueh CBE the Board is proposing to amend article 116(1) of the Chairperson existing Articles of Incorporation so as to increase 7 April 2026 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 isconducted. No other changes are being proposed. 08 Annual Report and Financial Statements 2026 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 Peter Singlehurst point for a portfolio seeking to hold the best private Portfolio Manager 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 Robert Natzler aligned at once. The Company delivered a strong Deputy Manager year in NAV terms (+32.6% for the year ended 31January 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. 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. 09 Strategic report These developments coincided with an important Performance corporate milestone: the Company completed a Schiehallion’s NAV progress through the financial change in listing segment on the London Stock year was driven predominantly by valuation uplifts Exchange in December 2025, moving away in several of the Company’s largest private holdings, from the Specialist Fund Segment – reserved for alongside a more mixed experience among listed professional investors and where it had traded since positions as public market sentiment oscillated. inception – and now being available to a wider set The three largest contributors to absolute NAV of shareholders. This marks an important inflection performance were Italian digital product company point in Schiehallion’s evolution that broadens Bending Spoons, space infrastructure giant SpaceX, the potential shareholder base and reflects the as well as the Chinese social media company Company’s continuing maturation. ByteDance. The three largest detractors to absolute NAV performance were Indian digital media and Schiehallion was established to give shareholders content platform Dailyhunt (Ver Se Innovation), access to the subset of private companies that have the sustainable chemicals business Solugen, and outgrown venture capital as their natural backers yet corporate spend management platform Brex. still retain the potential to become large standalone public businesses over time. Many of the world’s Among the contributors, Bending Spoons continued most innovative businesses continue to stay private to execute its acquisition-led strategy and ended for longer. A decade ago, the typical company the year with momentum, including announced reached the stock market in under seven years. Now agreements to acquire the digital internet media that figure is closer to eleven. The result has been and content brand, AOL, as well as the shared the emergence of private ‘mega-caps’ – the likes experience marketplace, Eventbrite. The company of SpaceX, ByteDance or Anthropic – companies also completed its latest funding round during the valued in the hundreds of billions of dollars and fourth quarter to support ongoing investment and which would rank among some of the largest public future acquisitions. companies in their respective geographies were they SpaceX’s contribution was driven most directly to be listed. by secondary market signals. It was reported in The portfolio increasingly exhibits the natural December that the company would be commencing characteristics of this evolution, providing access a secondary share sale that would potentially to a set of genuine private champions driving an value it at US$800 billion. This ultimately resulted emerging asymmetric return profile within the in a notable valuation uplift, making it the second Company. We remain greatly enthused by the largest holding within the portfolio (behind Bending broader opportunity set on offer within private Spoons). The company continues to exhibit arguably growth markets and are excited about providing one of the strongest competitive advantages that shareholders with continued access to tomorrow’s we have ever seen. After the reporting period champions today. 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 satellitebusinesses. 10 Annual Report and Financial Statements 2026 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 the year. 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 31 December 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 the portfolio. 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 over time. For a definition of terms see Glossary of terms and Alternative Performance Measures on pages 122 and 123. 11 Strategic report Activity This is also evident among our other new investments during the period. These included: UK During the year we continued to balance three fintech Revolut, which is exhibiting an impressive capital deployment options, namely bringing new pace of product iteration while rapidly scaling; investments into the portfolio, supporting existing Anduril, the US autonomous defence systems maker, investments, as well as conducting share buybacks which is disrupting an industry that has remained at points where we believed the prevailing discount largely unchanged for decades; and Rippling, a offered an attractive deployment opportunity. US workforce management company exhibiting Overall, the pace of deployment remained steady impressive growth driven by an innovative modular over the course of the year, with eight new platform spanning HR, IT and finance. Other investments entering the portfolio (compared to six new US investments included Avanci (a patent in the previous reporting year). This also meant that licensing platform), Clear Street (a cloud-based Schiehallion reached full deployment for the first financial infrastructure company), and Cellares (a time in its history, having sold all treasury bills by the biopharmaceutical company automating and scaling midpoint of the year. We also made seven follow-on cell therapy manufacturing). investments in existing holdings, further supporting these names on their growth journeys. There were We also made one new investment in China, namely three complete sales of listed names, coupled with in the lifestyle content community and consumer one complete sale via a secondary transaction– decision-making platform, Inspire (more widely evidence of the continued strong competition known as RedNote). This business has built high-end for capital within the Company. We also utilised brand equity with affluent users and is well placed to secondary markets to trim two positions during benefit from long-term Chinese consumption trends theperiod. and developments in AI. In 2025 we saw the public markets begin to re- Having reached full deployment during the engage, in a selective way, with the kind of scaled period– and with competition for capital remaining private businesses that Schiehallion targets. Within strong–we also made four complete sales to the portfolio there were two IPOs during the year, help fund the aforementioned new investments. namely the US neobank, Chime Financial (in June These moves comprised three listed sales, namely 2025), as well as the AI-powered cardiac imaging the online accommodation platform, Airbnb, the company, HeartFlow (in August 2025). While Chime technology-driven health insurance provider, Oscar Financial has had a bumpy ride since its listing so far Health, as well as the corrective eyewear retailer, with the share price coming under some pressure, Warby Parker. We also sold online learning platform, HeartFlow has been more resilient and proved to be Masterclass, via a secondary transaction. a positive contributor to absolute NAV performance Finally, additional portfolio activity during the year during the reporting year. consisted of periodic listed reductions in financial Separately, one of the most striking features of technology companies Wise and Affirm, as well today’s private markets is the speed with which as precision medicine company, Tempus AI. This disruption can compound once a technology shift was coupled with reductions through secondary finds genuine product and market fit. Our own transactions in SpaceX (once during the reporting investment in the AI model developer, Anthropic, period and once thereafter) as well as data security during 2025 sits squarely in this context: advanced and management company, Cohesity. These AI is changing how companies build and defend reductions were made for portfolio management their advantage, speeding up product development, reasons, and it is worth noting that the likes of and driving greater investment in computing SpaceX (second largest), Wise and Affirm (both infrastructure and specialist talent across the within the top ten) remain as significant holdings economy. This is merely one example of how private within the portfolio. growth companies are at the forefront of some of the most disruptive change we are currently seeing around us. 12 Annual Report and Financial Statements 2026 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 31January 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 presentthemselves. Peter Singlehurst Robert Natzler 7 April 2026 13 Strategic report ## One year ## summary The following information 31 January 31 January illustrates how The Ordinary shares 2026 2025 % change Schiehallion Fund Limited Shareholders’ funds US$1,795.91m US$1,369.96m performed overthe year ended Net asset value* 177.28¢ 133.69¢ 32.6% * 31January2026. 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 | | Year ended | | | --- | --- | --- | --- | | 31 January | | 31 January | | | | 2026 | | 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%) 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. 14 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited NAV and ordinary share price total return * † (figures rebased to 100 at 31 January 2025) 160 150 140 130 120 110 100 90 80 | | | J | FMAMJJAS NOD | | | J | | --- | --- | --- | --- | --- | --- | --- | | | | 2025 | | | 2026 | | | | NAV* | | ● Share price* | | | | | Ordinary share premium/(discount) to net asset value | | | | * † | | | (figures plotted on a monthly basis) 0% (10%) (20%) 10% 170 0%) (40%) JJFMAMJ JASNOD 20262025 Premium/(discount)* (3 * 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. 15 ● ● Strategic report # Five year summary The following charts indicate how an investment in The Schiehallion Fund has performed over the five year period to 31 January 2026. ## Total return* performance (figures rebased to 100 at 31 January 2021) ![img-1.jpeg](img-1.jpeg) ## Premium/(discount)* to net asset value (figures plotted on a monthly basis) ![img-2.jpeg](img-2.jpeg) ## Annual net asset value and share price total return* ![img-3.jpeg](img-3.jpeg) * 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. 16 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Summary of results ### * ## since inception Capital | | | | | | Net asset value per share† | | | | | Share price | | Premium/(discount)† | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | ¢ | | | | ¢ | | % | | | Total net | Shareholders' | | | | | | | | | | | | | | assets | | | funds | Ordinary | | | Ordinary | | | | Ordinary | | | At 31 January | US$'000 | | US$'000 | | | share C share | | | share C share | | | share C share | | 2020 493,080 493,080 103.32 121.50 1 7. 6 2021 706,080 706,080 146.99 180.00 22.5 2022 1,472,512 1,472,512 158.20 97.26 212.00 118.00 34.0 21.3 2023 1,153,183 1,153,183 119.42 79.37 92.00 49.00 (23.0) (38.3) 2024 1,219,137 1,219,137 118.37 71.50 (39.6) 2025 1,369,957 1,369,957 133.69 108.00 (19.2) 2026 1,795,908 1,795,908 177.28 178.00 0.4 Cumulative performance Revenue (taking 27 March 2019 as 100) Revenue earnings/ | | | | | | | | (loss) per share‡ | | Ongoing charges† | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | Total | | | | | | | | Ordinary | | | Ordinary | | | | | | | | | | | | ¢ | | % | | | | | | | | | | | | | comprehensive | | | | | | | | | | net asset | | | | share | | | Period/year to | | Income | income/(loss) | | | Ordinary | | | Ordinary | | | | value total | | | price total | | | | 31 January | | US$'000 | | US$'000 | | | share C share | | share C share | | At 31 January | | | return | † | | return | † | | 2020 | ¶ | 7,747 17,438 1.33 0.34 | | | | | | | | | 27 March 2019 | # | | 100 100 | | | | | 2020 104 122 2021 2,764 208,302 (0.33) 0.77 2021 147 180 2022 362 30,269 (1.47) (0.28) 0.89 0.38 2022 159 212 2023 2,800 (319,329) (0.98) (0.35) 0.87 0.71 2023 120 92 2024 8,211 67,805 (0.12) 0.85 2024 119 72 2025 7,509 155,066 (0.39) 0.92 2025 134 108 2026 1,716 439,126 (1.35) 0.96 2026 178 178 * 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 31January 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. 17 Strategic report ## Review of ## investments A review of the Company’s tenlargest investments as at31January 2026. © SpaceX Bending Spoons SpaceX Bending Spoons is an Italian owner SpaceX is a space transportation and and operator of leading digital satellite communications company. It products around the globe. It is an designs, manufactures, and launches acquisitive business that has built a advanced reusable rockets and world class team and a set of tools spacecraft, while also operating a to integrate acquired businesses into satellite constellation for global internet their infrastructure, improve product connectivity, known as Starlink. By features and optimise pricing. The embracing innovation and vertical revenue from their existing stable of integration, it has opened a series of products in turn provides capital for cost and capability improvements which further acquisitions. are transforming the space industry. | Geography Italy | | Geography United States | | | --- | --- | --- | --- | | Valuation at | US$261,386,000 | Valuation at | US$243,490,000 | | 31 January 2026 | | 31 January 2026 | | | % of net assets 14.6% | | % of net assets 13.6% | | | Valuation at | US$111,244,000 | Valuation at | US$128,811,000 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 8.1% | | % of net assets 9.4% | | | Net purchases/(sales) in | US$9,965,000 | Net purchases/(sales) in | (US$24,999,000) | | the year | | the year | | 18 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited | © Imaginechina Limited/Alamy Stock Photo | | © Wayve | | --- | --- | --- | | ByteDance | Databricks | Wayve | | ByteDance is a leading technology | Databricks – a data and AI company – | Wayve is a UK-based autonomous | | company offering online social media | helps organisations unlock the power | driving technology company founded | | and entertainment services – primarily | of their own data through the use of | in 2017. It takes a novel approach to | | in China – with a growing international | analytics and artificial intelligence. | self-driving, using affordable cameras | | presence. Its flagship products include | Every business today generates vast | and AI rather than expensive sensors | | Toutiao, a newsfeed, and Douyin, | amounts of information, including | and detailed maps. By relying on | | a short-form video platform known | customer records, transactions, | end-to-end deep learning, its cars | | as TikTok outside China. ByteDance | website activity or even sensor data | can learn the rules of the road directly | | excels in customising content for | from machines. The challenge is | from experience, rather than from | | users through advanced artificial | making sense of it all. Databricks | hand-coded instructions. | | intelligence. This approach allows | provides a single platform where | | | ByteDance to drive user engagement | companies can bring this information | | | and advertising revenue. | together, organise it, and use it to | | make better decisions. | Geography China | | Geography United States | | Geography United Kingdom | | | --- | --- | --- | --- | --- | --- | | Valuation at | US$139,178,000 | Valuation at | US$80,168,000 | Valuation at | US$72,762,000 | | 31 January 2026 | | 31 January 2026 | | 31 January 2026 | | | % of net assets 7. 7 % | | % of net assets 4.5% | | % of net assets 4.1% | | | Valuation at | US$85,177,000 | Valuation at | US$39,029,000 | Valuation at | US$36,275,000 | | 31 January 2025 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 6.2% | | % of net assets 2.8% | | % of net assets 2.6% | | | Net purchases/(sales) in | – | Net purchases/(sales) in | – | Net purchases/(sales) in | – | | the year | | the year | | the year | | 19 Strategic report © Wise © Shutterstock/mundissima © Bloomberg/Getty Images Wise Stripe Affirm Wise is an international money Stripe is a technology company Affirm is a financial technology transfer business. Wise tackles that helps businesses handle company offering flexible payment the problem of high fees and low money online. It lets companies solutions for larger ticket purchases. transparency faced by consumers accept payments from customers, Operating primarily in the United sending money internationally. manage recurring subscriptions, States, Affirm provides a “Buy Now, Its approach of matching flows in issue payment cards, prevent fraud, Pay Later” (BNPL) service that allows countries at the prevailing exchange connect to bank accounts, calculate customers to split a payment into rate enables Wise to significantly taxes, and more – all through easy-to- manageable instalments. This service reduce costs while offering use software tools. is seamlessly integrated at the point consumers a better exchange rate. of sale, making it easy for consumers to choose a payment plan that suits their budget. | Geography United Kingdom | | Geography United States | | Geography United States | | | --- | --- | --- | --- | --- | --- | | Valuation at | US$63,730,000 | Valuation at | US$51,874,000 | Valuation at | US$49,857,000 | | 31 January 2026 | | 31 January 2026 | | 31 January 2026 | | | % of net assets 3.5% | | % of net assets 2.9% | | % of net assets 2.8% | | | Valuation at | US$83,229,000 | Valuation at | US$39,796,000 | Valuation at | US$79,224,000 | | 31 January 2025 | | 31 January 2025 | | 31 January 2025 | | | % of net assets 6.1% | | % of net assets 2.9% | | % of net assets 5.9% | | | Net purchases/(sales) in | (US$13,571,000) | Net purchases/(sales) in | – | Net purchases/(sales) in | (US$35,047,000) | | the year | | the year | | the year | | Denotes listed investments previously held in the portfolio as a private company investment. 20 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Generated with AI © photo for everything – stock.adobe.com Tekever Anthropic Tekever is a Portuguese start-up Anthropic is an AI company that builds aspiring to be Europe’s leading aerial enterprise-focused frontier models and intelligence company, transforming products, best known for its Claude maritime surveillance and critical assistant and the Claude Code tool. infrastructure monitoring whilst Claude is used by organisations to proving indispensable in modern support knowledge work and software defence operations. It utilises a development, including tackling software-first and machine-centric longer, multi-step tasks and helping approach to their product and service coordinate work across tools and design, and offers a high degree of documents. Anthropic has reported flexibility for customers. growing enterprise adoption, and Claude Code has gained attention as a practical coding-focused offering used to assist with real-world development workflows. | Geography Portugal | | Geography United States | | | --- | --- | --- | --- | | Valuation at | US$46,245,000 | Valuation at | US$45,957,000 | | 31 January 2026 | | 31 January 2026 | | | % of net assets 2.6% | | % of net assets 2.6% | | | Valuation at | US$20,790,000 | Valuation at | – | | 31 January 2025 | | 31 January 2025 | | | % of net assets 1.5% | | % of net assets – | | | Net purchases/(sales) in | US$1,671,000 | Net purchases/(sales) in | US$25,000,000 | | the year | | the year | | 21 Strategic report ## Portfolio executive ## summary Performance 1 year 3 years 5 years Since inception % % % % * Share price 64.8% 93.5% (1.1%) 78.0% NAV 32.6% 48.5% 20.6% 77.9% * Inception date: 27 March 2019. All figures are stated on a total return basis† for periods to 31 January 2026. † Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123. Source: Baillie Gifford/LSEG. See disclaimer on page120. Key contributors to and detractors from Company performance – year to 31 January 2026 | | | | Contribution to | | | | | | | Contribution to | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | absolute performance | | | Absolute return | | | | absolute performance | | | Absolute return | | | Contributors | † | | | (%) * | | (%)# | Detractors | † | | | (%) * | | (%) # | | Bending Spoons 11.7 | | | | | | 125.8 | Dailyhunt (Ver Se Innovation) (2.1) | | | | | | (70.1) | | Space Exploration Technologies 9.5 127.6 | | | | | | | Solugen (1.3) (48.4) | | | | | | | | ByteDance 4.4 63.4 | | | | | | | Brex (0.9) (31.9) | | | | | | | | Databricks 2.8 105.4 | | | | | | | Superhuman Platform (Grammarly) (0.8) (34.3) | | | | | | | | Tekever 2.6 112.7 | | | | | | | Chime Financial (0.7) (31.0) | | | | | | | * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages122 and 123. # Absolute performance (in US$ 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. New buys Additions Complete sales Reductions Anduril Industries Bending Spoons Airbnb Affirm Anthropic Carbon Masterclass Cohesity Avanci Faire Wholesale Oscar Health Space Exploration Technologies Cellares Merlin Labs Warby Parker Tempus AI Clear Street Group Inspire Nuro Wise Revolut PsiQuantum Rippling (People Center) Tekever Denotes listed investment previously held in the portfolio as a private company investment. 22 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Distribution of net assets Geographical as at 31 January 2026 | | | | Geographical | | | | | Number of | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 9 | | | % at | | % at | | | | 7 | 8 | | | | | | investments | | | 6 | | | 31 January | | 31 January | | | | 5 | | | | | | | | at 31 January | | | | | | | 2026 | | 2025 | | 2026 4 1 United States 54.3 56.8 34 2 Italy 14.6 8.1 1 3 China 11.2 8.4 4 3 1 4 United Kingdom 9.4 8.7 3 5 Portugal 2.6 1.5 1 6 Lithuania 2.1 1.7 1 2 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 Sectoral as at 31 January 2026 | | Sectoral | | | Number of | | --- | --- | --- | --- | --- | | | | % at | % at | | | 8 | | | | investments | 7 | | | 31 January | | 31 January | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 6 | | | | | at 31 January | | | | | | 2026 | | 2025 | | | | 5 | | | | | | | 2026 | 1 Information technology 42.3 30.6 20 4 1 2 Industrials 21.8 15.9 7 3 Financials 11.9 1 7. 0 6 4 Communication services 8.3 8.8 2 3 5 Healthcare 5.0 5.1 5 6 Consumer discretionary 4.6 8.6 5 7 Consumer staples 3.1 3.8 4 2 8 Materials 2.0 3.6 2 9 Real estate 0.4 0.8 2 10 Net current assets 0.6 5.8 The above sectoral distribution is not derived from any index. 23 9 10 Strategic report ## Historical snapshot Since our inception in 2019, The Schiehallion Fund Limited has deployed US$1.38bn of capital in private companies. ### Transaction value Showing transactions in private companies prior to the reporting date (US$'000). ![img-4.jpeg](img-4.jpeg) 03 private companies taken over 11 private companies listed 47 private companies currently held ## Company size Our portfolio tends to be weighted to the upper end of the maturity curve, focused on late stage private companies who are scaling up and becoming profitable. The below table represents total equity value at 31 January 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** | 24 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Private exposure Portfolio activity – year to 31 January 2026 (31 January 2026) US$195 million was deployed in private companies during the year. New investments in Anduril Technologies, Anthropic, Avanci, Cellares, Clear Street Group, Inspire, Revolut and Rippling (PeopleCenter). HeartFlow and Chime Financial listed in the year. Concentration At 31 January 2026 we held 47 private companies which equated to 8 7. 5 % of total net assets. Total net assets – 100.0% Total investments – 99.4% Bending Spoons 14.6% Space Exploration Technologies 13.6% Top 10 private companies – 56.5% ByteDance 7. 7 % Top 5 private companies Databricks 4.5% – 44.5% Wayve 4.1% Net current assets represent 0.6% of total net assets. All figures stated as percentage of total net assets, as at 31 January 2026. Private company overview | | | Year ended | | Year ended | | --- | --- | --- | --- | --- | | | 31 January 2026 | | 31 January 2025 | | | | | US$’000 | | 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 25 Strategic report 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 %) Affirm HeartFlow Oddity Chime Financial Tempus AI Wise -100 0 100 200 300 ● Absolute performance from initial investment to initial public offering % ● Absolute performance from initial public offering to 31 January 2026 % ● Total absolute performance from initial investment to 31 January 2026 % Source: Revolution/Baillie Gifford. Note: Absolute performance returns cannot be added together as they are geometric. 400 26 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Baillie Gifford’s approach to ## valuing private companies We hold our private company investments at Beyond the regular cycle, the valuations team also ‘fair value’, i.e. the price that would be paid in an monitors the portfolio for certain ‘trigger events’. open-market transaction. Valuations are adjusted These may include changes in fundamentals, a both during regular valuation cycles and on an ad hoc takeover approach, an intention to carry out an basis in response to ‘trigger events’. Ourvaluation Initial Public Offering (‘IPO’), company news which process ensures that private companies are valued is identified by the valuation team or by the portfolio inboth a fair and timely manner. managers, or meaningful changes to the valuation ofcomparable public companies. Any ad hoc change The valuation process is overseen by a valuations to the fair valuation of any holding is implemented group at Baillie Gifford, which takes advice from an swiftly and reflected in the next published net asset independent third party (S&P Global). The valuations value (‘NAV’). There is no delay. group is independent from the investment team with all voting members being from different operational The valuations team also monitors relevant market areas of the firm, and the portfolio managers only benchmarks on a weekly basis and updates receive final valuation notifications once they have valuations in a manner consistent with our external been applied. valuer’s (S&P Global) most recent valuation report where appropriate. We revalue the private holdings on a three-month rolling cycle, with one-third of the holdings The data below quantifies the revaluations carried reassessed each month. During stable market out during the twelve months to 31 January 2026, conditions, and assuming all else is equal, each however it does not reflect the ongoing monitoring investment would be valued four times in a of the private investment portfolio which has not twelve-month period. For Schiehallion and our resulted in a change in valuation. investment trusts, the prices are also reviewed The Schiehallion Fund Limited* twiceper year by the respective boards and are subject to the scrutiny of external auditors in the Instruments valued 492 annual audit process. 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. 27 Strategic report 28 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Environmental, social ## and governance (‘ESG’) ## considerations Baillie Gifford’s integrated approach towards in private markets due to its long-term investment the consideration of Environmental, Social and horizon and emphasis on active ownership. Baillie | Governance (‘ESG’) factors when pursuing | Gifford’s Private Companies Team focuses its | | --- | --- | | investments in high growth private companies is | research into potential investments through a | | articulated below: | proprietary 10-Question research framework. These | questions aim to address issues such as the scale of ESG in our philosophy the opportunity, the competitive edge and potential returns, while others focus specifically on ESG- The Schiehallion Fund invests in companies with a related elements. minimum time horizon of five years. Using a genuine long-term approach to investment means looking For example, Question Four of the framework beyond the narrow scope of traditional financial (“How will the leadership and cultural attributes analysis to consider a range of factors that may affect help this business achieve its long-term business the ability of the fund’s holdings to thrive over the vision?”) considers company leadership, the broader long term. In this regard good governance is crucial stakeholders within the workplace and whether towards enabling companies to deliver on their the company cultivates an effective organisational potential. Over our investment horizon, we also believe mindset capable of delivering the mission. Question that scalability and profitability depend not only on Five then focuses on external stakeholders (“Do the a company’s ability to serve customers well and company’s customers like them?”). This question execute on its business model, but also on its ability is geared towards broader ecosystem impact to do this without jeopardising its social licence to and considers, among other aspects, whether operate. As such, we do not separate consideration of the company is listening and responding well to a company’s role in the broader investment ecosystem the developing needs of a growing and changing from our investment work, under ESG or any other customer base. Question Six of the framework rubric. These considerations are core to long-term specifically explores any material environmental and investing. It is the long-term nature of the growth social factors in greater depth (“How do environmental ambition within our investment philosophy that leads and social factors create opportunities and risks?”). us to pay special attention to the external effects of Beyond the research framework we also consider a company’s operations, both positive and negative. how we can assist specific companies, with the focus Over periods of five years or longer these can have often being on governance. While we do not take a profound impact on a company’s relationship with active board seats, we occasionally take observer customers, regulators and staff, ultimately serving seats and frequently provide encouragement, input as either a significant contributor or detractor to the and introductions as companies look to evolve a growth of a business. Our approach is not about being stronger governance structure that is better suited for a moral conscience for our clients. Instead, it is a vital public markets. part of practising the philosophy that we believe will grow the value of their capital over the long term. The Private Companies Team is also supported by a wider network within and outside of Baillie Gifford. As far as ESG topics are concerned specifically, ESG in our process we benefit from the research and expertise of The consideration of material ESG factors – those Baillie Gifford’s broader team of ESG professionals, that are likely to affect the financial condition or academic networks and impact and climate-focused operating performance of portfolio companies – is investment teams. well-suited to Baillie Gifford’s approach to investing 29 Strategic report ESG engagement By engaging with both the private and public companies within the Company's portfolio, the The Company has given discretionary voting powers Investment Manager seeks to build constructive to Baillie Gifford. For public holdings within the relationships with these companies to better inform Company, the Investment Manager votes against investment activities and, where necessary, effect resolutions they consider may damage shareholders’ changes within holdings, ultimately with the goal of rights or economic interests. achieving better returns for shareholders. As owners The Company believes that it is in the shareholders’ of these companies at an earlier point in their overall interests to consider environmental, social and growth journey – i.e. while they are still private – governance (‘ESG’) factors when selecting and the Investment Manager is able to gain deeper retaining investments and has asked the Investment and longer-term insight due to the length of these Manager to take these issues into account. The relationships. The potential continuation of these Investment Manager does not exclude companies relationships through the Initial Public Offering (‘IPO’) from their investment universe purely on the grounds and into public markets is a key reason why these of ESG factors but adopts a positive engagement companies choose Schiehallion as a partner. 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. 30 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Engagement topics • Capital Structuring Due to the private nature of the majority of companies The Investment Manager has continued to discuss within the portfolio, we are unable to disclose the capital structures with investee companies exact nature of our discussions with specific that have been exploring a range of different management teams. That said, there are common options in this regard. The Company's long-term themes that we engage companies on, and these are horizon enables the Investment Manager to pursued in line with our approach to adding value to offer well-aligned advice with the intention of portfolio holdings, namely around governance, capital limiting unintended and potentially destructive structuring and providing network support. consequences that can arise from complicated capital structures. Across the year, engagement • Governance topics included share class structures (including dual-class considerations), non-dilutive and debt- Where the Investment Manager can add value is related financing options (including venture debt on board composition and, more specifically, board and public bond considerations), and transaction transition. Companies within the portfolio are often structures such as SPACs/PIPEs, where relevant. transitioning from an investor-led board to an When negotiating terms, the Investment Manager independent board as they grow. The Investment seeks clean terms that are well aligned with the Manager supports companies to build a board of long-term interests of shareholders. directors that is useful in the long term, including by introducing prospective independent director • The IPO Process candidates and supporting board evolution (for example, through board observer roles, where The Investment Manager often engages with appropriate). Owing to Baillie Gifford’s decades- portfolio companies that are thinking about the long experience investing in and engaging with IPO process. From a practical perspective Baillie public companies, the Investment Manager has Gifford is well placed to advise on aspects such access to a network of potential board members as where to list, the range of reporting that is that can be introduced to relevant companies necessary, and employee stock options, for and can engage our internal Governance team example. More generally advice also pertains to advise on good board composition more to what kind of public company these private broadly. During the year, this included specific companies eventually want to be. During board-building introductions for selected portfolio the year, this support also included acting holdings. At a practical level, Baillie Gifford as a sounding board on listing strategy and continues to convene forums that help companies implementation considerations (including share prepare for the governance demands of life in class structures), and helping companies prepare public markets, sharing learnings from across for the requirements of public market investor our global network and supporting the transition engagement by sharing insights on public markets from investor-led to independent boards. Events “storytelling” and investor relations readiness. 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. 31 Strategic report ## Baillie Gifford – ## proxy voting We believe that ‘active ownership’ of our clients’ Portfolio company meeting record* holdings is as important as selecting the right investments in the first instance. These guidelines are aligned with our stewardship principles and describe our approach to proxy voting and company engagement, the key levers of active ownership, often described as ‘stewardship’. While these guidelines are intended to provide an insight into how we approach voting on our clients’ behalf, it is important to note that we assess every company individually. In voting, we will always evaluate proposals on a case-by-case basis, based on what we believe to be in the best long-term interests of our clients, rather than rigidly applying | | Percentage of portfolio company | 100.0% | | --- | --- | --- | | apolicy. | meetings voted with management | | | A broad cross-section of our investment staff | Percentage of portfolio company | 0.0% | meetings with at least one vote areinvolved in our ongoing work on stewardship. against, withheld or abstained In the same way that our investment approach is * The Company voted at 72 meetings in the based around empowered and independent teams, year,voting entirely in favour of management our voting and engagement is led by the individual on72 occasions. investment teams. In keeping with our decentralised and autonomous culture, our investment teams will, † Voting distribution on occasion, elect to vote differently on the same general meeting resolutions. Where this happens, wereport accordingly in the proxy voting disclosure on our website. We also have clear processes in place to identify, prevent and manage potential proxy voting related conflicts of interest to ensure that in all cases the firm acts in the clients’ best interest. Baillie Gifford’s firm-wide conflict of interestdisclosure is available on its website. Prior to taking any voting action, we usually address specific ESG concerns by engaging directly with the company, using voting as an escalation mechanism ifwe have not seen sufficient progress. Percentage of votes for 96.0% Percentage of votes against 0.0% Percentage of votes withheld, 4.0% abstained or not submitted † 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. 32 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 33 Strategic report ## List of ## investments As at 31 January 2026 | | | 2026 | | 2026 | | 2025 | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name Business Country | US$’000 | | | assets | US$’000 | | | assets | Bending Spoons Mobile application software operator Italy 261,386 14.6 111,244 8.1 Space Exploration Designs, manufactures and United 243,490 13.6 128,811 9.4 Technologies launches rockets, spacecraft and States satellites ByteDance Social media company China 139,178 7.7 85,177 6.2 Databricks Data software solutions United 80,168 4.5 39,029 2.8 States | Wayve AI based software for | | United | 72,762 4.1 36,275 2.6 | | --- | --- | --- | --- | | | self-drivingcars | Kingdom | | | Wise Online provider of cross-border | | United | 63,730 3.5 83,229 6.1 | | | money transfer services | Kingdom | | | Stripe Online payment platform United | | | 51,874 2.9 39,796 2.9 | States | Affirm Fintech providing lending and | | United | 49,857 2.8 79,224 5.9 | | --- | --- | --- | --- | | | consumer credit services | States | | | Tekever Surveillance-as-a-service | | Portugal 46,245 2.6 20,790 1.5 | | technology Anthropic AI safety and research United 45,957 2.6 – – States Vinted Online marketplace Lithuania 37,110 2.1 23,430 1.7 HeartFlow Medical technology company United 33,619 1.9 15,925 1.2 States Chi Forest Technology Non-alcoholic beverages China 33,139 1.8 21,973 1.6 Tempus AI Offers molecular diagnostics tests United 32,637 1.8 46,435 3.4 for cancer and aggregates clinical States oncology records Revolut Neobank and fintech company United 31,915 1.8 – – thatoffers a wide range of Kingdom financialservices | Anduril Industries Software and hardware based | | United | 30,199 1.7 – – | | --- | --- | --- | --- | | | defence systems | States | | | Clear Street Group Financial technology company United | | | 30,000 1.7 – – | States PsiQuantum Silicon photonic quantum United 27,827 1.5 23,536 1.7 computing States Denotes listed investment previously held in the portfolio as a private company investment. 34 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited | | | 2026 | | 2026 | | 2025 | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name Business Country | US$’000 | | | assets | US$’000 | | | assets | | Epic Games Gaming platform United | | 27,404 1.5 27,018 2.0 | | | | | | | States Faire Wholesale Online wholesale marketplace United 26,864 1.5 27,997 2.0 States Flix European long-distance bus and Germany 24,140 1.3 24,114 1.8 train provider Inspire Social networking and China 24,000 1.3 – – e-commerceplatform Bolttech Global insurance platform services Singapore 23,941 1.3 20,000 1.5 | Nuro Delivery business, using self-driving | | United | 23,568 1.3 14,870 1.1 | | --- | --- | --- | --- | | | purpose-built electric vehicles | States | | | Rappi Provider of an on-demand delivery | | United | 20,745 1.2 23,190 1.7 | | | platform designed to connect | States | | consumers with local stores Kepler Computing Semiconductor company United 20,043 1.1 20,221 1.5 States Avanci Application software United 20,000 1.1 – – States Zetwerk Manufacturing Fabricated metal products India 19,320 1.1 19,488 1.4 Brex Corporate credit cards for startups United 19,075 1.1 28,014 2.1 States Rippling (People Center) US software company United 18,304 1.0 – – States Chime Financial Digital banking platform United 17,246 1.0 24,987 1.9 States Superhuman Platform Online platform for checking United 16,705 0.9 25,435 1.9 (Grammarly) grammar, spelling and improving States written communication Solugen Solugen exists to scale synthetic United 15,651 0.9 30,301 2.2 biology and bring green chemicals States to the world | Oddity Online direct-to-customer skincare | | United | 15,270 0.9 22,180 1.6 | | --- | --- | --- | --- | | | and cosmetics | States | | | Cellares Biotech company providing robust | | United | 15,000 0.8 – – | | | and reproducible cell therapy | States | | | Merlin Labs Autonomous flight technology United | | | 14,654 0.8 13,483 1.0 | States | Tanium Provides security and systems | | United | 14,274 0.8 15,698 1.2 | | --- | --- | --- | --- | | | management solutions | States | | | Runway AI Artificial Intelligence based | | United | 13,494 0.8 10,000 0.7 | | | applications developer | States | | | Dailyhunt | Telephone voice, data, text | India 10,257 0.6 34,314 2.5 | | | (Ver Se Innovation) | messaging, and roaming services | | | | Tenstorrent Processor architecture and | | United | 9,619 0.5 10,000 0.7 | | | software solutions | States | | | Workrise Technologies Online platform connecting | | United | 9,527 0.5 14,467 1.1 | | | contractors with work | States | | Denotes listed investment previously held in the portfolio as a private company investment. 35 Strategic report | | | 2026 | | 2026 | | 2025 | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name Business Country | US$’000 | | | assets | US$’000 | | | assets | Pet Circle (Millell) Pet food and accessories Australia 9,445 0.5 12,945 1.0 Away (JRSK) Manufactures luggage United 9,059 0.5 8,411 0.6 States Honor Technology Provider of home-care services United 8,376 0.5 7,877 0.5 States Loft Online property platform Brazil 8,010 0.4 9,763 0.6 Cohesity Global Storage provider United 7,7 5 2 0.4 11,302 0.8 States Bottle Planet Producer of alcoholic beverages China 7,695 0.4 8,756 0.6 | Carbon Manufactures and develops | | United | 4,453 0.2 6,701 0.5 | | | --- | --- | --- | --- | --- | | | 3Dprinters | States | | | | Illumina CVR Gene sequencing equipment | | United | | 75 <0.1 407 <0.1 | | | andconsumables | States | | | | Indigo Agriculture Agricultural technology company United | | | | 15 <0.1 100 <0.1 | States Blockstream Financial software developer Canada – – 339 <0.1 McMakler Digital real estate broker Germany – – 2,079 0.2 Northvolt Battery developer and manufacturer Sweden – – 600 <0.1 Total investments 1,785,074 99.4 Cash 13,001 0.7 Other current assets and liabilities (2,167) (0.1) Net current assets 10,834 0.6 Total net assets 1,795,908 100.0 Private Listed company Net current Net investments investments assets assets % % % % 31 January 2026 11.9 8 7. 5 0.6 100.0 31 January 2025 21.3 72.9 5.8 100.0 36 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Allocation of net assets | | | 2026 | | 2026 | | 2025 | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Total value | | % of net | | Total value | | % of net | | | Name | US$’000 | | | assets | US$’000 | | | 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 Gross Gross Number Internal Multiple on of private Rate of Invested Capital company Number of Return Capital Company metrics deployed * acquisitions IPOs/listings (IRR) * (MOIC) * Since launch US$1,376m 63 11 10.6% 1.5 * Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages122 and 123. 37 Strategic report ## Business review Business model Investment objective The Company’s investment objective is to generate Business and status capital growth for investors through making The Schiehallion Fund Limited (the ‘Company’) long-term minority investments in later stage isanon-cellular investment company limited by privatebusinesses that the Company considers shares, registered and incorporated in Guernsey tohave transformational growth potential and under the Companies (Guernsey) Law, 2008 tohave the potential to become publicly traded. (the ‘Companies Law’) on 4 January 2019, with registration number 65915. The Company is a Investment policy registered closed-ended investment scheme In making its initial investment in a business, registered pursuant to the Protection of Investors theCompany will seek to invest in private (Bailiwick of Guernsey) Law 2020 and the Registered businesseswhich it considers have the potential Collective Investment Scheme Rules, 2021 issued to become admitted to trading on a public stock by the Guernsey Financial Services Commission exchange. Those investments will typically take (‘GFSC’). During the year the Company applied and theform of equity or equity-related instruments was given admission for the Ordinary Shares to be (which may include, without limitation, preference admitted to the closed-ended investment funds shares, convertible debt instruments, equity-related category of the Official List and to trading on the and equity-linked notes and warrants) issued by Main Market of the London Stock Exchange with investeecompanies. effect from 10 December 2025. The Company will only invest in private businesses The Company has a fixed share capital consisting that are considered to have some or all of the of ordinary shares, although, subject to shareholder following features: approval, it may purchase its own shares or • the potential to grow revenue and earnings issueshares. multiple fold over the long term; The authority to purchase shares expires at the end • scalable business models that should enable of the Company’s Annual General Meeting (‘AGM’) thosebusinesses to grow into their opportunity; and the Directors are seeking to renew this authority at the AGM on 14 May 2026. • robust competitive advantages; The authority to issue ordinary shares will expire • exceptional management teams; immediately prior to the AGM to be held in 2029 • an entry price which significantly undervalues (or,if earlier, five years from 10 May 2024). thelong-term opportunity for the business; and Shareholder approval will be sought to renew the authority to issue shares at the2029 AGM. The • an ambition and ability to become stand-alone price of the ordinary shares is determined, like other public companies. 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. 38 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Investee companies may be from any sector and any • the Company may not make any investment or geography. While there are no specific limits placed follow-on investment in an investee company on exposure to any one sector, the Company will at that would cause the value of the Company’s all times seek to invest and manage the portfolio in holding in that investee company to exceed 19.9% amanner consistent with spreading investment risk. (calculated at the time of investment or follow- on investment) of the Company's most recently With prior approval of the Board, the Company published net asset value; may permit the use of derivatives for the purpose of currency hedging, though it currently does not • the Company may not make any investment expect to do so. Save for this and for investments in an investee company that would cause the made using equity-related instruments as described Company’s holding in that investee company to above, the Company may not engage in derivative exceed 20% (calculated at the time of investment) transactions for any purpose. of the total issued share capital of the investee company; and The Board does not intend to use structural gearingwith a view to enhancing equity returns • the Company will not invest in other listed closed- oninvestments. The Company may employ gearing ended investment funds. on a short-term basis for the purpose of bridging A reference to the value of assets of the Company investments and general working capital purposes. (including investee companies) in the restrictions The Company may in aggregate borrow amounts above shall refer to the value as determined in equalling up to 10% of net asset value, calculated accordance with the Company’s valuation policy atthe time of drawdown. from time to time. The Company is subject to the following investment The Company does not currently expect the portfolio restrictions: to be majority invested in public investee companies • an investee company must be a private investee at any point in time, but it has not set a limit on the company at the time of the Company’s initial percentage of the portfolio which can be invested investment in that investee company. The Company inpublic investee companies at a given time. may, however, make subsequent investments It is intended that the Company will be substantially in the investee company, even if the investee invested. However, the Company may at any company has been admitted to trading on time hold overnight or term deposits or, pending apublicstock exchange in the period since investment in investee companies, invest in a theCompany’s initial investment; range of cash-equivalent instruments such as US • a private investee company must have a value Treasury Bills or money market funds. There is no | of at least US$500 million at the time of the | restriction on the amount of cash or cash-equivalent | | --- | --- | | Company’s initial investment in the private | instruments that the Company may hold and, given | | investee company. This restriction will not | the longer time period involved in identifying, | | applytothe Company’s subsequent investments | analysing and agreeing investment terms in private | | inthe investee company, if any; | businesses, the Company may from time to time | hold significant amounts in cash or cash equivalents • the Company may not make an initial investment pending reinvestment. in a private investee company which exceeds in value 10% (calculated at the time of investment) Company culture of the Company's most recently published net The Board recognises the importance of a strong asset value (save to the extent that breach of corporate governance culture that meets the this 10% limit is due to a change in the value requirements of the Code of Corporate Governance of the Company’s invested assets or currency issued by the Guernsey Financial Services fluctuations from the time of the Company’s firm Commission (the ‘Guernsey Code’), the UK Listing commitment to make the investment to the time of Rules and other bodies such as the AIC which investment); contribute to the Company’s long-term success. Life of the Company The Company has been established with an unlimited life. 39 Strategic report ## Dividend policy The Company's priority is to produce capital growth over the long term. Given the nature of the Company's investments, the Company does not expect to pay dividends in the foreseeable future and therefore has no dividend target and will not seek to provide shareholders with a particular level of income. If any dividends or distributions are made, they will at all times be subject to compliance with the solvency test prescribed by Guernsey law. ## Liquidity policy The Directors will consider repurchasing shares in the market if they believe it to be in the interests of shareholders as a whole and as a means of addressing imbalances between supply and demand for the shares. The 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. The discount 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$30 million 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). Shares may be sold from treasury but not at a price per share which would be less (after taking account of all commissions, costs and expenses of such sale) than the last reported net asset value per share at the relevant time. 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 (31 January 2025 – 465,000). 40 Annual Report and Financial Statements 2026 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, arenot 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 1February 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 pages38 and 39. There were no borrowings as at 31 January 2026. Performance At each Board meeting, the Directors consider anumber of performance measures to assess theCompany’s success in achieving its objectives. The performance measures on page 42 are up to 31January 2026. 41 Strategic report ## Key performance indicators The Board uses key performance indicators (KPIs) to measure the progress and performance of the Company over time when discharging its duties as set out on page 77. These KPIs are established industry measures. ### Share price and net asset value total returns\* Commentary on the Company's performance is provided in the Chairperson's statement and Investment Manager's review. ![img-5.jpeg](img-5.jpeg) ### 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 to 31 January 2026, ending in a small premium of 0.4%. ![img-6.jpeg](img-6.jpeg) ### Ongoing charges ratio\* The ongoing charges ratio is the total recurring expenses (excluding the Company's cost of dealing in investments) incurred by the Company as a percentage of the daily average net asset value. ![img-7.jpeg](img-7.jpeg) The Investment Manager seeks to generate a net return for the Company of approximately three times invested capital over rolling 10-year periods, measured on the basis of NAV total return. The Board reviews progress towards this aim and also reviews performance against peer group investment companies and other growth orientated investment trusts. Across these measures, the Board looks for relative outperformance over the long term, while remaining mindful that the nature of the investment policy and the growth characteristics of the portfolio investments may entail periods of underperformance over the short and medium term. The Board continues to monitor the Company's progress and performance. Further commentary is provided in the Chairperson's statement on pages 06 to 08. † First day of trading on 27 March 2019. \* Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 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. 42 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Principal and emerging risks As explained on pages68 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 itsbusiness model, future performance, solvency or liquidity. A description of these risks and how they arebeing managed or mitigated is set out in the table below. Investment and strategic risk Rating and Liquidity of What is the risk? How is it managed? change Current assessment of risk investments The Company’s investments are By diversification of the Risk Level: Moderate predominantly in private investee portfolio, in accordance with the Stable: The Company has not companies or companies which Company’s investment limits and seen any significant impact have recently completed an IPO. risk diversification policies. on underlying liquidity of Such investments may not be investments, however, there liquid or may have restrictions on are signs that the IPO market sale or transfer of shares. This is opening up. may limit the Company’s ability to realise investments at short notice or at all. Rating and Market, What is the risk? How is it managed? change Current assessment of risk economic, From time to time a large The Board assesses this risk Risk Level: High political and proportion of the total value of byconsidering, at each meeting, Increasing: This risk is environmental the Company’s portfolio could metrics which have contributed considered to be increasing risks be concentrated in a limited toperformance as well as as governments and number of investee companies, discussion with the portfolio consumers around the which could be adversely managers on specific conditions world continue to assess affected by an unexpected which the underlying investee the impact of heightened change in their markets, by companies face. This risk is also geopolitical tensions governmental intervention or managed by the Company’s and conflicts as well as bya reputational issue. This investment diversification policy. challenging macroeconomic could have a material impact on conditions. the overall value of the Company’s portfolio and consequential adverse effects on the Company’s share price. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 43 Strategic report Rating and Valuation What is the risk? How is it managed? change Current assessment of risk risk The Company invests in late The Investment Manager has a Risk Level: Moderate stage private businesses which robust valuation methodology, Stable: This risk is seen are valued in accordance which is applied consistently. The as stable. In periods of with International Private Investment Manager’s valuation market volatility the Private Equity and Venture Capital process revalues each of the Company Valuations Group Valuation (‘IPEV’) Guidelines private company investments will perform trigger analyses using appropriate valuation every 3 months and additional and, ifappropriate, revalue methods. Such methods include valuations are carried out in the affected investments, an element of judgement response to trigger events to asdescribed in the report which may lead to a material ensure the investments are onpage27. mis-statement of the valuation carried at fair value. The valuation and consequently of the process is overseen by the Company’s net asset value. Private Companies Valuations Group at Baillie Gifford which is independent from the portfolio managers and which takes advice from an independent third party (S&P Global). The valuations are subject to review and challenge by the Board every 6 months and are subject to scrutiny annually bythe external Auditor. Rating and Investment What is the risk? How is it managed? change Current assessment of risk strategy risk Pursuing an investment strategy The Board regularly reviews Risk Level: Moderate to fulfil the Company’s objective and monitors the Company’s Stable: This risk is considered which the market perceives to investment policy and strategy, to be stable as there are signs be unattractive or inappropriate, the investment portfolio and that the market's appetite or ineffective implementation its performance, the level of for growth stocks, typically of the Company’s investment discount/premium to net asset held by the Company, is strategy, may lead to reduced value at which the shares trade recovering. The listing returns for shareholders and, as and movements in the share migration in December lead to a result, decreased demand for register. A strategy meeting the shares being accessible the Company’s shares. This may isalso held annually. In addition, to a wider pool of investors lead to the Company’s shares the Investment Manager keeps and consequently demand trading at a widening discount in close contact with key for the Company's shares to their net asset value. shareholders and provides regular increased. feedback to the Board. Rating and Discount What is the risk? How is it managed? change Current assessment of risk risk The discount/premium at The Board monitors the level of Risk Level: Moderate which the Company’s shares discount/premium at each Board Decreasing: The discount trade relative to its net asset meeting. The Company has narrowed over the year value can change. Such an authorities in place to buy back to 31January 2026. The imbalance can diminish the or issue shares, when deemed Directors continue to buy attractiveness of the Company’s to be in the best interests of the back shares when it is shares to existing investors and Company and its shareholders. deemed to be in the best lead to a lack of liquidity in the interests of the Company and Company’s share trading. its shareholders. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 44 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Rating and Climate and What is the risk? How is it managed? change Current assessment of risk governance Perceived problems on This is mitigated by the Risk Level: Low risk environmental, social and Investment Manager’s ESG Stable: The Investment governance (‘ESG’) matters stewardship and engagement Manager continues to employ in an investee company policies, which are integrated strong ESG stewardship could lead to that company’s into the investment process, as and engagement policies. shares being less attractive to well as the extensive upfront and Active engagement with investors, adversely affecting ongoing due diligence which the portfolio companies and its share price, in addition Investment Manager undertakes increased focus on climate to potential valuation issues on each investee company. and governance strategy arising from any direct impact of Thisincludes the risk inherent implementation lead to a the failure to address the ESG inclimate change (see page70). decrease in the rating to low. weakness on the operations or management of the investee company (for example in the event of an industrial accident or spillage). Repeated failure by the Investment Manager to identify ESG weaknesses in investee companies could lead to the Company’s own shares being less attractive to investors, adversely affecting its own share price. In addition, the valuation of investments could be impacted by climate change due to climate-related operational challenges, changes in end demand or failure to identify a pathway to Net Zero. External risks Rating and Political and What is the risk? How is it managed? change Current assessment of risk associated Global political changes Political developments and Risk Level: High economic risk resulting in policy changes in other social trends are closely Increasing: This risk is areas in which the Company monitored by the Board and increasing as governments invests or may invest may have areregularly discussed at and consumers around the practical consequences for the Boardmeetings. world continue to assess the Company and impact financial impact of ongoing conflicts performance. and global economic and political tensions. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 45 Strategic report Rating and Legal and What is the risk? How is it managed? change Current assessment of risk regulatory Changes to the regulatory To mitigate this risk, Baillie Risk Level: Low risk environment could negatively Gifford’s Business Risk, Stable: All control impact the Company. Failure to Internal Audit and Compliance procedures are deemed comply with applicable legal, Departments provide regular to be working effectively. regulatory and tax requirements reports to the Audit Committee There have been no material could lead to suspension of the on Baillie Gifford’s monitoring regulatory changes that have Company’s Stock Exchange programmes. The Administrator occurred during the year. listing, financial penalties, a provides regular compliance qualified Audit Report or the reports to the Audit Committee Company being subject to tax to confirm the relevant Guernsey on capital gains. submissions are made to protect the legal and tax status of the Company. Major regulatory change could impose disproportionate compliance burdens on the Company. In such circumstances representation is made to ensure that the special circumstances of investment companies are recognised. Shareholder documents and announcements, including the Company’s published Interim and Annual Report and Financial Statements, are subject to stringent review processes and procedures are in place to ensure adherence to the Transparency Rules and the Market Abuse Regulations with reference to inside information. Operational risks Rating and Performance What is the risk? How is it managed? change Current assessment of risk and reliance In common with most other The Audit Committee receives Risk Level: Low on third investment companies the six monthly reports from Stable: All control party service Company has no direct the Investment Manager’s procedures are deemed providers employees and relies entirely Business Risk Department on to be working effectively. for its operations on third party their monitoring programme Portfolio management and all service providers. Failure of the of internal controls. The Audit regulatory and administrative Investment Manager’s systems Committee also receives ISAE tasks have continued or those of another service 3402 or equivalent reports on the uninterrupted during the provider, such as the Custodian Investment Manager and other year. and Depositary, could lead to service providers. These reports aninability to accurately report are reviewed by Baillie Gifford’s or lead to a misappropriation Business Risk Department ofassets. and a summary of the key points is reported to the Audit Committee and any concerns are investigated. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 46 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Rating and Cyber What is the risk? How is it managed? change Current assessment of risk security Errors, fraud or control failures The Audit Committee receives Risk Level: High threats by the Company’s key service confirmation that key service Increasing: This risk is providers or loss of data providers have appropriate cyber/ seen as increasing due to through increasing cyber IT policies to ensure that controls recent indications that the threats or business continuity are in place including business continuation of geopolitical interruptions could damage continuity and disaster recovery tensions could lead to more the Company’s reputation or arrangements. cyber attacks. Emerging investors’ interests or result technologies, including AI, inlosses. could potentially increase information security risks. Inaddition, service providers operate a hybrid approach ofremote and office working, thereby increasing the potential of a cyber security threat. Rating and Key What is the risk? How is it managed? change Current assessment of risk professionals Loss of key professionals, The Board reviews the Investment Risk Level: Low particularly in relation to the Manager’s performance annually Stable: All procedures are Investment Manager could as well as the resources of the satisfactory. impact the Company’s ability Investment Manager for attracting to implement its investment and retaining talent. strategy. Emerging As explained on pages68 to 69 the Board has regular discussions on principal risks risks and uncertainties, including any risks which are not an immediate threat but could arise in the longer term. Emerging risks are considered under the categories noted above rather than included as discrete risks. Moderate RiskHigh Risk Low Risk Decreasing RiskIncreasing Risk Stable Risk 47 Strategic report Viability statement As a result of this analysis, the Board believes the Company can effectively manage the principal In accordance with the requirements of the AIC and emerging risks and uncertainties and remains Code that the Directors assess the prospects of confident that the Company will be able to continue the Company over a defined period, the Board has in operation, and does not envisage any change in evaluated the long-term prospects of the Company strategy, objectives or events that would prevent beyond the twelve-month time horizon assumption theCompany from operating over a period of at least within the going concern framework, taking account five years. of the longer-term investment strategy of the Company. Details of how that assessment has been In determining the period of assessment, the undertaken are set out below. Directors consider that five years is appropriate given it is consistent with the minimum investment The Board undertakes a robust risk assessment of horizon for investors and when valuing the the principal and emerging risks facing the Company, underlying companies we would normally look as detailed on pages43 to 47, but believes that a to a medium term. The Company has an even sudden or prolonged downturn in global economies longer-term time horizon when applying its is the most significant risk facing the Company. Such investment strategy of 10 years for determining the a downturn could significantly affect valuations of performance of the portfolio, however, projecting the Company’s investments and its net asset value longer-term financial and economic scenarios as well as impacting liquidity since the Company presents difficulties and therefore making five may not be able to realise its investments at a years the period of assessment is considered reasonable price. The Board believes the Company moreappropriate. would still be viable during such a downturn, since it does not have any long-term gearing obligations Relations with Stakeholders which might require immediate repayment nor has it any obligation to pay dividends. The Company also Although the Company is domiciled in Guernsey, the holds a well-diversified portfolio of investments in Board has considered the guidance set out in the various industries in order to minimise the impact of AIC Code in relation to section 172 of the Companies any economic shock. Specific liquidity testing was Act 2006 in the UK. Section 172 of the Companies conducted during the year, including consideration Act requires that the Directors of a Company must of the risk of further market volatility resulting from act in the way they consider, in good faith, would be increasing geopolitical tensions. The stress testing most likely to promote the success of the Company did not indicate any matters of concern. for the benefit of its stakeholders as a whole and in doing so have regard (amongst other matters and to Since the Company outsources its operations to the extent applicable) to: third parties, the viability of the Company could be impacted if a service provider was unable to provide a. the likely consequences of any decision in the or withdrew its services. None of the third party longterm; service providers have experienced any significant b. the interests of the Company’s employees; operational difficulties which affected the services they provide to the Company. In addition, the Board c. the need to foster the Company’s business considers outsourced third party service providers relationships with suppliers, customers and others; could be replaced at relatively short notice where d. the impact of the Company’s operations on the necessary. community and the environment; Finally, the Investment Manager monitors closely e. the desirability of the Company maintaining the Company’s cash requirements to meet ongoing areputation for high standards of business fees and expenses and expects to maintain around conduct; and 2% of its assets in cash or near cash to meet these f. the need to act fairly between stakeholders obligations. At 31 January 2026, the Company held oftheCompany. 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. 48 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited In this context and having regard to Schiehallion see the Company deliver sustainable long-term being an externally managed investment company growth, inline with the Company’s stated objective with no employees, the Board considers that the and strategy, and meet the highest standards of Company’s key stakeholders are its existing and legal, regulatory, and commercial conduct, with the potential new shareholders, its externally-appointed differences between stakeholders being merely Investment Manager, Baillie Gifford & Co Limited, amatter of emphasis on those elements. and other service providers (Administrator, Corporate The Board’s methods for assessing the Company’s Broker, Registrar, Auditor, Custodian and Depositary), progress in the context of its stakeholders’ interests as well as wider society and the environment. are set out below. The Board considers that the Company’s key stakeholders are aligned, in terms of wishing to Stakeholder Why we engage How we engage and what we do Shareholders Shareholders are, collectively, the The Board places great importance on communication Company’s owners: providing them with shareholders. The Annual General Meeting with a return for their investment provides an opportunity for the Board and Investment in accordance with the Company’s Manager to present to shareholders on the Company’s investment policy and objective is the performance, future plans and prospects. It also allows reason for its existence. shareholders the opportunity tomeet with the Board and Investment Manager and raise questions and concerns. The Chairperson and Senior Independent Director are available to meet with shareholders as appropriate and met with major shareholders during the year. The Investment Manager meets regularly with shareholders and their representatives, reporting their views back to the Board. Directors also attend certain shareholder presentations, in order to gauge shareholder sentiment first hand. Shareholders may also communicate with members of the Board at any time by writing to them at the Company’s registered office or to the Company’s broker. These communication opportunities help inform the Board when considering how best to promote the success of the Company for the benefit ofall shareholders over the long term. Baillie Gifford, The Company’s Board has delegated the The Board seeks to engage with its Investment Investment management of the Company’s portfolio Manager, Administrator and other service providers Manager and to Baillie Gifford and the administration in a collaborative and collegiate manner, encouraging Alter Domus, of the Company’s operations including open and constructive discussion and debate, while Administrator fulfilment of regulatory and taxation also ensuring that appropriate and regular challenge is and Secretaries reporting requirements to Alter Domus. brought and evaluation conducted. This approach aims Baillie Gifford and Alter Domus are to enhance service levels and strengthen relationships therefore responsible for the substantial with the Company’s providers, with a view to ensuring activities of the Company and have the interests of the Company’s shareholders are the most immediate influence on its best served by keeping cost levels proportionate and conduct towards the other stakeholders, competitive, and by maintaining the highest standards subject to the oversight and strategic of business conduct. directionprovided by the Board. 49 Strategic report Stakeholder Why we engage How we engage and what we do | Portfolio | As all of the Company’s operations are | The Board is cognisant of the need to consider the | | --- | --- | --- | | companies | conducted by third party professional | impact of the Company’s investment strategy and | | | providers, it is the companies held in | policy on wider society and the environment. The Board | | | its investment portfolio which have the | considers that its oversight of environmental, social and | | | primary real-world impact in terms of | governance (‘ESG’) matters is an important part of its | | | social and environmental change, both | responsibility to all stakeholders. The Board’s review | | | positively and negatively, as well as | of the Investment Manager includes an assessment | | | generating, through their commercial | of their ESG approach and its application in making | | | success, the investment growth sought | investment decisions. The Board reviews Governance | | | by the Company’s shareholders. The | Engagement reports, which document the Investment | | | investee companies have an interest | Manager’s interactions with investee companies | | | in understanding their shareholders’ | on ESG matters (see pages29 to 31). The portfolio | | | investment rationale in order to assure | managers regularly report to the Board on discussions | | | themselves that long-term business | with portfolio companies on operational and strategic | | | strategies will be supported. | matters. | | Broker The Company’s brokers provide an | | The Company’s brokers regularly attend Board | | | interface between the Company’s Board | meetings, andprovide reports to those meetings, in | | | and its institutional shareholders. | 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 The Investment Manager liaises with the registrars to interfacewith those shareholders who ensure the frequency and accuracy of communications holdthe Company’s shares directly. to shareholders is appropriate, and monitor shareholder correspondence to ensure that the level of service provided by the registrar is acceptable. The Investment Manager’s risk function reviews the registrar’s internal controls report and reports on the outcome of this review to the Board. Auditor The Company’s Auditor has a responsibility The Company’s Auditor meets with the Audit Chair and toprovide an opinion on whether the the Audit Committee, in the absence of the Investment Company’s Financial Statements present Manager where deemed necessary, and the Investment a true and fair view of the state of affairs Manager, Company Secretary and Administrator of the Company and its profit or loss undertake to provide all information requested by the for the period, and as a whole are free Auditor in connection with the Company’s annual audit from material misstatement, as set out in promptly and to ensure that it is complete and accurate more detail in the Auditor’s report to the in all respects. Members on page79. | Depositary | The Depositary is responsible for the | The Depositary provides the Audit Committee with a | | --- | --- | --- | | and Custodian | safekeeping of the Company’s financial | report on its monitoring activities. The Investment | | | instruments, as set out in more detail on | Manager’s Business Risk team reviews the relevant | | | page59. | Bank of New York Mellon internal controls report and | reports any relevant matters to theAudit Committee. The Board and Investment Manager seeks to engage with the Depositary and Custodian in a collaborative and collegiate manner, encouraging open and constructive discussion and debate, while also ensuring that appropriate and regular challenge is brought and evaluation conducted. This approach aims to enhance service levels and strengthen relationships, with a view to ensuring the interests of the Company’s shareholders are best served by keeping cost levels proportionate and competitive, and by maintaining the highest standards of business conduct. 50 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Stakeholder Why we engage How we engage and what we do AIC/industry The Association of Investment The Company is a member of the AIC, and the Directors peers Companies (‘AIC’) and the Company’s andorthe Investment Manager and Secretaries (as investment trust industry peers have appropriate) participate in technical reviews, requests an interest in the Company’s conduct for feedback on proposed legislation or regulatory and performance, asadverse market developments, corporate governance discussions and/ sentiment towards one investment trust or training. can affect attitudes towards the wider industry. Investment Investment platforms provide an The Investment Manager liaises with the various platforms interface withshareholders who invest in investment platforms on strategies for improving the Companyindirectly. 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 No entity, corporate or otherwise, can The Board and Investment Manager’s interactions the environment exist without having an influence on the with the various stakeholders as noted above form society inwhich it operates or utilising the principal forms of direct engagement with wider the planet’s resources. Through its society and in respect of the environment (commercial, third-party relationships, as noted above, financial, and in terms of planetary health and the Company seeks to be a positive resources). influence and, in circumstances where that is not possible, to mitigate its negative impacts insofar as is possible. The primary real-world impact of the Company’s operations are through the companies held in its investment portfolio –please refer to ‘Portfolio companies’ sectionabove. Regulatory bodies Engagement with regulatory bodies is The Investment Manager engages regularly with the important to ensure effective compliance Financial Reporting Council (‘FRC’) and where required with law and regulation. Failure to the Guernsey Financial Services Commission ('GFSC') maintain good relations with regulatory and reports to the Board. bodies, or comply with relevant law and regulation, could lead topenalties and damage the Company’s reputation. Regulatory risk can be mitigated by making representations to regulators regarding the specific circumstances of investment companies. 51 Strategic report The Board recognises the importance of keeping • The Board has kept the Company’s trading the interests of the Company’s shareholders, and of segment and tax domicile under regular review acting fairly towards them, firmly front of mind in its to ensure they support the delivery of long-term key decision making and the Investment Manager shareholder value. During the year, the Board is at all times available to the Board to ensure that took the decision to migrate the Company’s suitable consideration is given to the range of shares to the Closed-ended Investment Funds factors to which the Directors should have regard. Category of the Main Market, which is expected to broaden investor appeal and improve share In addition to ensuring that the Company’s stated liquidity. With effect from 1 February 2026, the investment objective was being pursued, key Company became UK tax resident and obtained decisions and actions during the year which have UK investment trust status, aligning the Company required the Directors to have regard to applicable more closely with the location of its place of listing section 172 factors include: as well as to take advantage of the double taxation • In a commitment to uphold the highest standards agreements in the UK thereby preventing future of corporate governance and enhance board tax leakage on some of the Company's holdings. In performance, the Board undertook a Board addition, this election will also make the Company evaluation during the year. This was aimed more attractive to investors who may otherwise at providing an objective assessment of the be tax sensitive to investing in a vehicle that is tax Board’s effectiveness and identifying areas for resident outside the United Kingdom. improvement. By addressing the identified areas for improvement, the Board aims to further Employees, human rights and enhance its governance practices and better communityissues serve the interests of shareholders. The Board The Board recognises the requirement to provide is committed to maintaining transparency, information about employees, human rights accountability, and excellence in governance. and community issues. As the Company has no More information on the evaluation process can be employees, all its Directors are non-executive found on page 68; and all its functions are outsourced, there are no • The Board also performed an annual evaluation disclosures to be made in respect of employees, of all service providers and reviewed their human rights and community issues. remuneration. This process supports value for money, cost control and high standards of Gender and ethnic representation service delivery, while promoting accountability At 31 January 2026, the Board comprises four and transparency in the Company’s governance Directors, two of whom are women, including arrangements. By doing so, the Board seeks to the Chairperson who is from an ethnic minority protect and enhance long-term shareholder value; background, and two men. The Company has • The Company bought back 11,705,000 of its own noemployees. The Board’s policy on diversity shares into treasury at a discount to net asset issetout on page67. value, for subsequent reissue. The Company’s buy-back strategy takes into account a broad Environmental, social and governance policy range of factors, carefully considering and Details of the Company’s policy on socially balancing the positives (in particular, providing responsible investment can be found under shareholders with additional liquidity for their Corporate governance and stewardship on page70. shares on terms that enhance net asset value for remaining shareholders) and any negatives (in The Company considers holding board meetings particular, the impact on portfolio composition virtually where appropriate and makes efforts to and diversification), as well as having regard provide reports digitally, tolimit non-essential to shareholder feedback regarding discount travel and usage of paper. Allpublicly available management. The discount narrowed from 19.2% documentation produced is made available digitally. at 31 January 2025 to a premium of 0.4% at the period end; and 52 Annual Report and Financial Statements 2026 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 onpages06 to 08 and the Investment Manager’s review on pages09 to 13. The Strategic report, which includes pages06 to53was approved by the Board of Directors and signed on its behalf on 7 April 2026. Dr Linda Yueh CBE Chairperson 53 ## Governance ## report This Governance report, which includes pages55 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. The Schiehallion Fund Limited # Directors and management ## Directors ![img-8.jpeg](img-8.jpeg) **Dr Linda Yueh CBE** Chairperson Appointed 2019 Dr Linda Yueh was appointed a Director and Chairperson on 4 January 2019 and is also Chairperson of the Nomination Committee. Dr Linda Yueh is an experienced board director, academic economist and adviser on economic policy. Dr Yueh is a fellow in economics at St Edmund Hall, University of Oxford and adjunct professor of economics at London Business School. Dr Yueh was visiting professor at the LSE and visiting professor of economics at Peking University. Dr Yueh is a 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.. ![img-9.jpeg](img-9.jpeg) **John Mackie CBE** Director Appointed 2019 Mr John Mackie was appointed a Director on 4 January 2019 and is also the Senior Independent Director. Following an early career in retail management, Mr Mackie went to the University of Glasgow as a mature student and then qualified as a chartered accountant with Arthur Andersen & Co in Glasgow. He then spent five years with 3i Group before joining Morgan Grenfell Private Equity in 1990 as a founder director. Mr Mackie was made a director of Morgan Grenfell & Co in 1993. From 2000 to 2006, Mr Mackie was chief executive of the British Venture Capital Association and was a partner in Parallel Private Equity LLP until 2011. He was, until 2013, chairman of Henderson Private Equity Investment Trust PLC, until 2014, a director of Baronsmead VCT PLC, 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. In the 2006 New Years Honours list he was awarded a CBE for services to business. 55 Governance report ![img-10.jpeg](img-10.jpeg) **Trudi Clark** Director Appointed 2019 Ms Trudi Clark was appointed a Director on 4 January 2019 and is also Chairperson of the Audit Committee. Ms Clark graduated in business studies and qualified as a chartered accountant with Robson Rhodes in Birmingham before moving to Guernsey in 1987. In Guernsey she joined KPMG, where she was responsible for an audit portfolio including some of the major financial institutions in Guernsey. After 10 years in public practice, Ms Clark was recruited by the Bank of Bermuda as head of European internal audit, later moving into corporate banking. In 1995 she joined Schroders in the Channel Islands as CFO and was promoted in 2000 to banking director and in 2003 to managing director. From 2006 to 2009, Ms Clark established a family office, specialising in alternative investments. From 2009 to 2018 she returned to public practice specialising in corporate restructuring services. Since 2018, Ms Clark has held a portfolio of non-executive directorships, she is the audit chair of Taylor Maritime and a non-executive director of NB Private Equity Partners Ltd where she is a member of the audit committee and chairs the remuneration, nomination and management engagement committees. Ms Clark also holds a personal fiduciary licence issued by the GFSC and acts as non-executive director and consultant to one high net worth family. ![img-11.jpeg](img-11.jpeg) **Richard Holmes** Director Appointed 2021 Mr Richard Holmes was appointed a Director on 2 September 2021. Mr Holmes completed a BSc in Economics at London School of Economics and then a Masters at Warwick University. He worked in various marketing roles at Unilever in London, Paris and Milan from 1983 to 1995. He then moved to Boots Plc where he was marketing director and launched the Boots Advantage Card and set up Boots.com. In 2007, he moved to Guernsey to join the board of Specsavers Optical Group as group marketing director. He retired from full time work in 2018. All the Directors are members of the Audit Committee with the exception of Dr Yueh. All Directors are members of the Nomination Committee. 56 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Investment Manager The Company has appointed Baillie Gifford & Co BasedinEdinburgh it is one of the leading privately- Limited, a wholly-owned subsidiary of Baillie Gifford owned investment management firms in the UK, with & Co, as Investment Manager and as Alternative 55partners. Investment Fund Manager (the ‘Investment Manager’ Baillie Gifford has a dedicated Private Companies or ‘Baillie Gifford’). Baillie Gifford and Co Limited has investment team of 11 investors. In addition, the delegated portfolio management services to Baillie team collaborates with a wider investment resource Gifford Overseas Limited. Baillie Gifford & Co is an of 13 investors, comprising fund managers across investment management firm formed in 1927 out of a range of strategies and geographies, helping the the legal firm Baillie & Gifford, WS which had been Private Companies team benefit from sourcing and involved in investment management since 1908. insights from public market teams. BaillieGifford’s Baillie Gifford is one of the largest investment trust Private Company investors are supported by a managers in the UK and, as well as Schiehallion, team of specialist deal lawyers, valuation analysts currently manages twelve investment trusts and other operational staff to ensure that the together with investment portfolios on behalf of investments are monitored atall stages from pre-buy pension funds, charities and other institutional to ongoing relations with the companies. clients, bothin the UK and overseas. Funds Baillie Gifford & Co Limited, Baillie Gifford & Co and under management or advice of Baillie Gifford Baillie Gifford Overseas Limited are all authorised totalled around £183.4 billion as at 7 April 2026. and regulated by the Financial Conduct Authority. Peter is the Head of Private Companies at Baillie Gifford. He joined thefirm in 2010 and became a partner in 2022. He graduated BA inPhilosophy, Politics and Economics in 2008 and MA in Philosophy in2009, both from the University of Durham. Peter Singlehurst Portfolio Manager Robert joined the firm in 2015 and is an investment manager in the Private Companies Team. He graduated BA (Hons) in Philosophy, Politics and Economics from the University of Oxford in 2014. Robert Natzler Deputy Manager 57 Governance report ## Directors’ report The Directors present their Listing status reporttogether with the Since the Company’s ordinary shares were admitted to audited Financial Statements trading on the Specialist Fund Segment of the London of the Company for the year to Stock Exchange, a regulated market, on 27 March 31January 2026. 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 11November 2025 and found on the Company website at schiehallionfund.com. Corporate governance The Corporate Governance report is set out on pages64 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$650million; 0.8% on the net asset value excluding cash or cash equivalent assets exceeding 58 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited US$650 million up to and including US$1.3billion; Administrator and 0.7% on the net asset value excluding cash or Alter Domus (Guernsey) Limited has been appointed cash equivalent assets exceeding US$1.3 billion. as Administrator, Secretary and Designated Management fees are calculated and payable quarterly. Manager of the Company (the ‘Administrator’). The The Board is of the view that calculating the fee with Administrator is responsible for certain aspects of reference to performance would be unlikely to exert the day-to-day administration and general secretarial a positive influence on performance. functions of the Company in conjunction with the Investment Manager (including but not limited to the The Board as a whole fulfils the functions of the maintenance of the Company’s statutory records). Management Engagement Committee. The Board considers the Company’s investment management The Administrator is entitled to receive a fixed arrangements and administration arrangements annual fee of £83,669 (exclusive of goods and (detailed below) on a continuing basis and a formal services tax), payable quarterly in arrears. This review is conducted at least annually. fee is subject to an annual increase in line with Guernsey RPI. The Administrator is also entitled to The Board considers, amongst others, the following reimbursement of reasonable costs, expenses and topics in its review: disbursements properly incurred. • the quality of the personnel assigned to handle theCompany’s affairs; Depositary • the investment process and the results achieved In accordance with the Alternative Investment todate; Fund Managers Directive, the AIFM must appoint a Depositary to the Company. The Bank of New York • the administrative services provided by the Mellon (International) Limited has been appointed Investment Manager; and as the Company’s Depositary. The Depositary’s • the marketing effort undertaken by the Investment responsibilities include cash monitoring, safe Manager. keeping of the Company’s financial instruments, verifying ownership and maintaining a record Following the most recent review, it is the opinion of other assets and monitoring the Company’s of the Directors that the continuing appointment of compliance with investment limits and leverage Baillie Gifford & Co Limited as Investment Manager requirements. The custody function is also and AIFM and the delegation of the portfolio undertaken by The Bank of New York Mellon management services to Baillie Gifford Overseas (International) Limited. 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. 59 Governance report ## 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 at the Annual General Meeting on 14 May 2026 and offer themselves for re-election. Following a formal performance evaluation, the Chairperson confirms that the Board members consider that their performance continues to be effective and that they remain committed to the Company. The Board therefore recommends their re-election to shareholders. ### 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, the indemnity does not apply to any liability to the extent that it is recovered from another person. The Company maintains Directors' and Officers' liability insurance. ### Conflicts of interest Directors must inform the Chairperson in advance of any changes to their commitments and interests. Each Director submits a list of potential conflicts of interest at each Board meeting. The Board considers these carefully, taking into account the circumstances surrounding them when deciding whether or not the potential conflicts should be authorised. Having considered the lists of potential conflicts, there were no situations which gave rise to a direct or indirect interest of a Director which conflicted with the interests of the Company. ## Dividends The ordinary shares carry a right to receive dividends. Given the nature of the Company's investments, the Company does not expect to pay dividends in the foreseeable future. If any dividends or distributions are made, they will at all times be subject to compliance with the solvency test prescribed by Guernsey law. ## Share capital ### Capital structure The Company's capital structure, as at 31 January 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 to their respective shareholdings. ### Voting Each shareholder present in person or by proxy is entitled to one vote on a show of hands and, on a poll, to one vote for every share held. Restrictions on voting 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. 60 Annual Report and Financial Statements 2026 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 6 April 2026. ## Directors' interests The Directors are not required to hold shares in the Company. 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 6 April 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 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 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 1 February 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 1 February 2026 to 6 April 2026 no further shares were bought back. 12,170,000 shares were held in treasury at 31 January 2026 (31 January 2025 – 465,000). At 6 April 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 11 November 2025 and published on the Company website schiehallionfund.com. ## Annual General Meeting The Notice of Annual General Meeting is on pages 110 to 112. An outline of certain resolutions being proposed is provided below. ### Resolution 11 – Market purchases of shares by the Company 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 6 April 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 of the Company to be held in 2027. 61 Governance report Share buybacks may be made principally: A summary of these amendments being introduced in the New Articles is set out in the appendix to the i. to enhance net asset value for continuing Notice of AGM (see page115). shareholders by purchasing shares at a discount to the prevailing net asset value; and Recommendation ii. to address any imbalance between the supply of The Board considers each resolution being proposed and the demand for the Company’s shares that at the Annual General Meeting to be in the best results in a discount of the quoted market price interests of the Company and its shareholders as tothe published net asset value per share. a whole and it unanimously recommends that all iii. as a capital allocation decision due to shareholders vote in favour of them. discountlevels. Financial instruments The Company may hold bought back shares in treasury and then: The Company’s financial instruments comprise its investment portfolio, cash balances and debtors i. sell such shares (or any of them) for cash; or and creditors that arise directly from its operations ii. cancel the shares (or any of them). such as sales and purchases awaiting settlement and accrued income. The financial risk management Shares will only be re-sold from treasury at a objectives and policies arising from its financial premium to net asset value per ordinary share. instruments and theexposure of the Company to risk In accordance with the UK Listing Rules, the are disclosed innote 16 to the Financial Statements. maximum price (excluding expenses) that may be paid on the exercise of the authority must not Articles of Incorporation exceed the higher of: The Company’s Articles of Incorporation may i. 5% above the average closing price on the onlybeamended by special resolution at ageneral London Stock Exchange of an ordinary share meeting of shareholders. Further information on overthe five business days immediately preceding the proposed changes can be seen above under the date of purchase; and Resolution 12. ii. an amount equal to the higher of the price of the last independent trade of an ordinary share Disclosure of information to Auditor and the highest current independent bid for an The Directors confirm that so far as each of ordinary share on the trading venue where the the Directors is aware there is no relevant audit purchase is carried out. information of which the Company’s Auditor is unaware and the Directors have taken all the steps The minimum price (exclusive of expenses) that thatthey ought to have taken as Directors in order may be paid will be the nominal value of an ordinary to make themselves aware of any relevant audit share. Purchases of shares will be made within information and to establish that the Company’s guidelines established, from time to time, by the Auditor is aware of that information. Board. Resolution 12 – Adoption of New Articles Independent Auditor ofIncorporation On 1 October 2025, KPMG Channel Islands Limited Resolution 12 of the Notice of Annual General changed its name to KPMG Audit Limited. Meeting, which will be proposed as a special The Auditor, KPMG Audit Limited (formerly known resolution, seeks shareholder approval for the as KPMG Channel Islands Limited), appointed upon adoption of new Articles of Incorporation (the the Company’s incorporation, iswillingto continue in ‘New Articles’). The Board is proposing to amend office. Resolutions concerning KPMG Audit Limited’s the existing Articles to increase the cap on the reappointment and remuneration will be submitted aggregate fees paid to Directors from £430,000 to the Annual General Meeting. 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. 62 Annual Report and Financial Statements 2026 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 energyuser and, therefore, is not required to disclose energy and carbon information under the SECR regulations. Bribery The Company has a zero tolerance policy towards bribery and is committed to carrying out business fairly, honestly and openly. The Investment Manager also adopts a zero tolerance approach and has policies and procedures in place to prevent bribery. Tax evasion The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion. Subsequent events The Directors confirm that there have been no events after the reporting date which require adjustment of, or disclosure in, the Financial Statements or notes thereto up to 6 April 2026. On behalf of the Board Dr Linda Yueh CBE Chairperson 7 April 2026 63 Governance report ## Corporate ## governance report The Board is committed to Compliance achieving and demonstrating The Board confirms that the Company has complied high standards of corporate throughout the year under review with the relevant governance. The Board has provisions and recommendations of the AIC Code with taken note of the Code of the exception that the Company does not have a separate Corporate Governance issued internal audit function as explained on page72. by the Guernsey Financial Services Commission (the The Board ‘Guernsey Code’). The Guernsey The Board has overall responsibility for the Company’s Code provides a governance affairs. It has a number of matters formally reserved for its framework for GFSC licensed approval including strategy, investment policy, currency entities, authorised and collective hedging, gearing, treasury matters, dividend and corporate investment schemes. Companies governance policy. A separate strategy session is held reporting in compliance with the annually. The Board also reviews the Financial Statements, UK Corporate Governance Code investment transactions, and performance of the Company. (the ‘UK Code’) or The Association Full and timely information is provided to the Board to enable of Investment Companies Code of the Board to function effectively and to allow Directors to Corporate Governance (the ‘AIC discharge their responsibilities. Code’) are deemed to satisfy the provisions of the Guernsey Code. As at 31 January 2026 the Board comprised four Directors This statement outlines how the all of whom are non-executive. The Chairperson, Dr Linda principles of the AIC Code were Yueh, is responsible for organising the business of the Board, applied throughout the financial ensuring its effectiveness and setting its agenda. The Board year ended 31 January 2026. The reviews its composition annually. Company intends to comply with The executive responsibilities for investment management the AIC Code for the year ended have been delegated to the Company’s Alternative Investment 31 January 2027. The AIC Code Fund Manager (‘AIFM’), Baillie Gifford & Co Limited, and in can be found at theaic.co.uk. the context of a Board comprising entirely Non-Executive Directors, there is no chief executive officer. Mr John Mackie is the Company’s Senior Independent Director (‘SID’). The SID leads the Chairperson’s appraisal. The Directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the Directors, including their relevant experience, can be found on pages55 and 56. There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s expense. 64 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Board of Directors Comprises independent non-executive Directors Chairperson: Linda Yueh Senior Independent Director: John Mackie Audit Nomination Committee Committee Chairperson: Trudi Clark Chairperson: Linda Yueh Purpose: The primary Purpose: The main purpose purpose of the Company’s of the Nomination Audit Committee is to Committee is to oversee provide oversight of the Board recruitment and financial reporting process, succession planning as well the audit process, as Board appraisals theCompany’s system including identifying ofinternal controls trainingneeds. andcompliance with lawsand regulations. Key Third Party Service Providers Appointed by the Board KPMG Audit Computershare Winterflood Baillie Gifford &Co Limited Investor Services Securities Limited (wholly (Guernsey) Limited Limited owned subsidiary of Auditor BaillieGifford & Co) Registrar Company Broker Investment Manager and Alternative Investment The Bank of Fund Manager Alter Domus New York Mellon (Guernsey) Limited Baillie Gifford (International) Limited Administrator, Secretary Overseas Limited and Depositary and Designated Manager BaillieGifford Asia (HongKong) Limited Dealing activity and transaction reporting 65 Governance report Appointments to the Board Meetings The terms and conditions of Directors’ appointments There is an annual cycle of Board meetings which are set out in formal letters of appointment which is designed to address, in a systematic way, overall areavailable for inspection on request. strategy, review of investment policy, investment performance, premium/discount, dividend policy, Under the provisions of the Company’s Articles of liquidity policy, marketing and communication Incorporation, a Director appointed during the period with shareholders. The Board considers that it is required to retire and seek election by shareholders meets sufficiently regularly to discharge its duties at the next Annual General Meeting. In accordance effectively. The following table shows the attendance with the principles of the AIC Code, all Directors will record for the core Board and Committee meetings offer themselves for re-election annually. held during the year ended 31January 2026 The reasons why the Board supports the re-election (anumber of additional meetings were also held in of the Directors are set out on page60. Directors are connection with the listing migration, tax residency not entitled to any termination payments in relation move and other ad-hoc matters). to their appointment. Directors’ attendance at meetings Independence of Directors Audit All of the Directors are considered by the Board Committee Audit Nomination valuations to be independent of the Investment Manager and Board Committee Committee meeting the Administrator and free of any business or other Number of meetings 4 3 1 2 relationship which could interfere with the exercise of their independent judgement. L Yueh* 4 3 1 2 J Mackie 4 3 1 2 The Directors recognise the importance of succession planning for company boards and review T Clark 4 3 1 2 the Board composition annually. The Board is of R Holmes 4 3 1 2 the view that length of service will not necessarily * Dr Yueh is not a member of the Audit Committee but has attended all compromise the independence or contribution meetings by invitation. of Directors of an investment company, where continuity and experience can be a benefit to Nomination Committee theBoard. The Nomination Committee consists of the Following formal performance evaluation, the whole Board and the Chairperson of the Board is Board considers that each Director continues Chairperson of the Committee. The Committee tobeindependent in character and judgement and meets on an annual basis and at such other his/herskills and experience were a significant timesas may be required. The Committee has benefit to the Board. written terms of reference which include reviewing the composition of the Board, identifying and nominating new candidates for appointment to Chairperson and Directors’ tenure theBoard, Board appraisal, succession planning The Nomination Committee has considered and training. The Committee also considers whether the question of tenure for directors, noting the Directors should be recommended for re-election provisions in the AIC Code, and has concluded that by shareholders. The Committee is responsible for there should not be a set maximum time limit for considering Directors’ potential conflicts of interest aChairperson or Director to serve on the Board. and for making recommendations to the Board on The Nomination Committee keeps under review whether or not the potential conflicts should be the balance of skills, knowledge, experience, authorised. performance and length of service of the Directors ensuring the Board has the right combination of The Committee’s terms of reference are available on skills and preservation of knowledge and experience request from the Company and on the Company’s balanced with the appointment of new Directors website: schiehallionfund.com. bringing in fresh ideas and perspective. 66 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Diversity The disclosures below are provided in respect ofthe UK Listing Rules targets that: i) 40% of a Appointments to the Board are made on merit with board should be women; ii) at least one senior role due regard for the benefits of diversity including should be held by a woman; and iii) at least one gender, social and ethnic backgrounds and cognitive board member should be from a non-white ethnic and personal strengths. The priority in succession background, as defined by the Office of National planning and appointing new Directors is to identify Statistics criteria. As an externally managed the candidates with the best range of skills and investment company with no chief executive officer experience to complement existing Directors. or chief financial officer, the roles which qualify as The Board will not display any bias for age, gender, senior under FCA guidance are Chair and Senior race, sexual orientation, religion, ethnic or national Independent Director (‘SID’). The Board also origins, disability or socioeconomic background in considers the Audit Committee Chair to represent a considering the appointment of its Directors. It is the senior role within this context (the Audit Committee Board’s policy to ensure that all appointments are Chair is not recognised as a senior position under made on the basis of merit against the specification the FCA guidance and therefore is not reflected prepared for each appointment. in the numerical disclosures below. The Audit The Board currently complies with the UK Listing Committee Chair is a woman). The Board has Rules diversity targets. The Board will endeavour to resolved that the Company’s year end date is the remain compliant with diversity targets in the future most appropriate date for disclosure purposes. but notes that an orderly succession plan can, when The composition of the Board is fifty percent female, implemented thoughtfully and having regard to the including the Chairperson who is from a minority best interests of the Company and its shareholders, ethnic background, which complies with the targets take a significant period of time to develop and outlined in the UK Listing Rules. The Board further may result in periods when the diversity targets includes one Director with a registered disability. arenotmet. All recruitment for new Board members will be through the use of an external recruitment agency, Board composition which will be engaged to undertake the selection of In order to fulfil its obligations, the Board recognises a list of suitable candidates for consideration and the importance of having a range of skilled and approval by the Board. The external recruitment experienced Directors, balancing the benefits of agency will be asked to put forward candidates with length of service and knowledge of the Company the desired skill set and also with a diverse range of with the desirability of ensuring regular refreshment characteristics. The Board will take the Listing Rule of the Board. The Board reviews its composition diversity targets and any other best practice matters annually. into account when determining the appropriateness of a candidate and final appointment. Board gender identity as at 31 January 2026 Number of Number of Percentage senior positions Board Members of the Board on the Board * Men 2 50% 1 Women 2 50% 1 Prefer not to say – – – Board ethnic background as at 31 January 2026 Number of Number of Percentage senior positions Board Members of the Board on the Board * White British or other White (including minority-white groups) 3 75% 1 Asian/Asian British 1 25% 1 Prefer not to say – – – * The Board Chairperson and SID, being senior positions in accordance with the UK Listing Rules. The Board also considers the Audit Committee Chair to be a senior position (not reflected in these disclosures). The Audit Committee Chair is a woman. 67 Governance report Performance evaluation Internal controls and risk management An appraisal of the Chairperson, each Director and The Directors acknowledge their responsibility a performance evaluation and review of both the for the Company’s risk management and Board as a whole and of the individual Committees internal controls systems and for reviewing their was carried out by the Nomination Committee effectiveness. The systems are designed to manage during the year. After inviting each Director and rather than eliminate the risk of failure to achieve the Chairperson to consider and respond to an business objectives and can only provide reasonable evaluation questionnaire, the performance of each but not absolute assurance against material Director was appraised by the Chairperson and misstatement or loss. theChairperson’s appraisal was led by Mr Mackie, The Board confirms that there is a continuing the Company’s Senior Independent Director. process for identifying, evaluating and managing The appraisals and evaluations considered, the significant risks faced by the Company in amongst other criteria, the balance of skills of the accordance with the FRC ‘Guidance on Risk Board, training and development requirements, the Management, Internal Control and Related Financial contribution of individual Directors and the overall and Business Reporting’. No significant weaknesses effectiveness of the Board and its Committees. were identified in the year under review and up to the date of this report. Following the process, it was concluded that the performance of each Director, the Chairperson, The practical measures in relation to the design, theBoard and its Committees continues to implementation and maintenance of control policies be effective and each Director, including the and procedures to safeguard the Company’s Chairperson, remains committed to the Company. assets and to manage its affairs properly, including the maintenance of effective operational and A review of the Chairperson’s and other Directors’ compliance controls have been delegated to the commitments was carried out and the Nomination Investment Manager and Administrator. Committee is satisfied that they are capable of devoting sufficient time to the Company. There were The Board oversees the functions delegated to no significant changes to the Chairperson’s other the Investment Manager and Administrator and commitments during the year ended 31 January 2026. the controls managed by the AIFM in accordance with the UK Alternative Investment Fund Managers Induction and training Regulations (as detailed below). Baillie Gifford & Co’s Internal Audit and Compliance Departments New Directors are provided with an induction and the AIFM’s permanent risk function provide programme which is tailored to the particular the Audit Committee with regular reports on their circumstances of the appointee. During the year monitoring programmes. The reporting procedures ended 31 January 2026, briefings on industry and for these departments are defined and formalised regulatory matters were provided to the Board by within a service level agreement. Baillie Gifford the Investment Manager and Administrator. Directors & Co conducts an annual review of its system of receive other relevant training as necessary. internal controls which is documented within an internal controls report which complies with ISAE Remuneration 3402 – Assurance Reports on Controls at a Service As all the Directors are non-executive, there is Organisation. This report is independently reviewed no requirement for a separate Remuneration by Baillie Gifford & Co’s auditor and a copy is Committee. Directors’ fees are considered by submitted to the AuditCommittee. theBoard as a whole within the limits approved A report identifying the principal and emerging byshareholders. The Company’s policy on risks faced by the Company and the key controls remuneration is set out in the Directors’ employed to manage these risks is reviewed by the remuneration report on pages74 to 76. Audit Committee at each Audit Committee meeting. Audit Committee These procedures ensure that consideration is given regularly to the nature and extent of risks facing the The report of the Audit Committee is set out on Company and that they are being actively monitored. pages71 to 73. Where changes in risk have been identified during the period they also provide a mechanism to assess whether further action is required to manage theserisks. 68 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited The Directors confirm that they have reviewed the Business Risk Department are escalated to the effectiveness of the Company’s risk management AIFMand reported to the Board along with any and internal controls systems which accord with remedial measures being taken. No exceptions the FRC ‘Guidance on Risk Management, Internal occurred during the year. Control and Related Financial and Business Reporting’ and they have procedures in place to Provision 34 of The AIC Corporate review their effectiveness on a regular basis. No Governance Code significant weaknesses were identified in the year During the year the Audit Committee considered under review and up to the date of this Report. the changes required by the new AIC Corporate The Board confirms that these procedures have Governance Code, published 2024. Within the been in place throughout the Company’s financial new Code, Provision 34, effective for accounting year and continue to be in place up to the date of periods starting on or after 1 January 2026, requires approval of this Report. boards to monitor and, at least annually, review the effectiveness of the company’s risk management and To comply with the UK Alternative Investment Fund internal control framework. The monitoring and review Managers Regulations, The Bank of New York should cover all material controls including financial, Mellon (International) Limited acts as the Company’s operational, reporting and compliance. Boards are Depositary and Baillie Gifford & Co Limited as itsAIFM. required to report on that review in their annual The Depositary’s responsibilities include cash report providing; a description of how the board has monitoring, safe keeping of the Company’s financial monitored and reviewed the effectiveness of the instruments, verifying ownership and maintaining a framework, a declaration of the material controls as record of other assets and monitoring the Company’s at the balance sheet date, and description of any compliance with investment limits and leverage material controls not operating effectively as at the requirements. The Depositary is liable for the loss of balance sheet date and action taken to improve them. financial instruments held in custody. The Depositary In preparation for reporting against Provision 34, will ensure that any delegate segregates the assets the Audit Committee carried out a review of the of the Company. The Company’s Depositary also Company’s risk matrix and principal risks and have acts as the Company’s Custodian. The Custodian agreed a timeline with the Manager to develop prepares reports on its key controls and safeguards an appropriate process for the identification of which are independently reviewed by their external material controls, how assurance will be obtained auditor. The reports are reviewed by Baillie Gifford’s and the evidence to support the Board’s attestation Business Risk Department and a summary of the key in this regard in the 2027 Annual Report and points is reported to the Audit Committee and any Financial Statements. As noted above, effective risk concerns are investigated. management and internal control systems were in The Depositary provides the Audit Committee with place during the year under review and Provision 34 areport on its monitoring activities every six months. is expected to result in changes to disclosures in the Annual Report and Financial Statements rather than The AIFM has established a permanent risk an overhaul of risk management and internalcontrols. management function to ensure that effective risk management policies and procedures are in place and to monitor compliance with risk limits. The AIFM Going concern has a risk management policy which covers the risks In accordance with the Financial Reporting Council’s associated with the management of the portfolio, guidance on going concern and liquidity risk, the and the adequacy and effectiveness of this policy Directors have undertaken a rigorous review of the isreviewed and approved at least annually. This Company’s ability to continue as a going concern. review includes the risk management processes In undertaking this review the Board has considered andsystems and limits for each risk area. the Company’s principal risks and uncertainties, The risk limits, which are set by the AIFM and as set out on pages43 to 47, and in particular approved by the Board, take into account the considered the impact of heightened market objectives, strategy and risk profile of the portfolio. volatility due to macroeconomic and geopolitical These limits, including leverage (see page117) are concerns. Liquidity stress testing has been carried monitored and the sensitivity of the portfolio to key out and having done so the Board does not believe risks is undertaken periodically as appropriate to the Company’s going concern status is affected. ascertain the impact of changes in key variables The Company maintains sufficient cash balances in the portfolio. Exceptions from limits monitoring to enable it to meet its liabilities as they fall due. and stress testing undertaken by Baillie Gifford’s 69 Governance report Inmanaging the Company’s assets, the Investment TheInvestment Manager’s statement of compliance Manager will seek to ensure that the Company with the UK Stewardship Code can be found on the holdsat all times a proportion of assets that is Investment Manager’s website at bailliegifford.com. sufficiently liquid to enable it to discharge its The Investment Manager’s policy has been reviewed payment obligations. and endorsed by the Board. The Company’s approach to ESG is set out on pages29 to 31. The Investment Accordingly, the Financial Statements have been Manager has considered the Sustainable Finance prepared on the going concern basis as it is the Disclosure Regulation (‘SFDR’) and further details can Directors’ opinion, having assessed the principal be found on page121. and emerging risks and other matters set out in the Viability Statement on page48 which assesses The Company has given discretionary voting powers the prospects of the Company over a period of five to Baillie Gifford & Co. The Investment Manager years, that the Company will continue in operational votes against resolutions it considers may damage existence for a period of at least twelve months from shareholders’ rights or economic interests. the date of approval of these Financial Statements. The Investment Manager, Baillie Gifford & Co, aresignatories to the United Nations Principles Relations with shareholders for Responsible Investment and the CDP and is also a member of the Asian Corporate Governance The Board places great importance on communication Association and International Corporate with shareholders. The Company’s Investment GovernanceNetwork. Manager meets regularly with shareholders and their representatives and reports shareholders’ views to the Board. The Chairperson and Senior Climate change Independent Director are available to meet with The Board recognises that climate change poses shareholders as appropriate. Shareholders wishing aserious threat to our environment, our society and to communicate with any member of the Board may to economies and companies around the globe. do so by writing to them at the Company’s registered Addressing the underlying causes is likely to result office or through the Company’s broker, Winterflood in companies that are high emitters of carbon facing Securities Limited (see contact details on page124). greater societal and regulatory scrutiny and higher costs to account for the true environmental impact The Company’s Annual General Meeting provides a of their activities. The Investment Manager’s pursuit forum for communication with all shareholders. These of long-term growth opportunities typically involves communication opportunities help inform the Board investment in entrepreneurial, disruptive and when considering how best to promote the success technology-driven businesses. These companies are of the Company for the benefit of all shareholders often capital-light with a low carbon footprint. The over the long term. The results of the poll will be Investment Manager believes that carbon footprint announced and published on the Company’s website metrics in isolation are unhelpful. As 87. 5 % of the schiehallionfund.com shortly after the conclusion of Company’s net assets are in private companies there the meeting. Shareholders and potential investors is insufficient data available to calculate the carbon may obtain up-to-date information on the Company intensity of theportfolio. atschiehallionfund.com. The Company's Task Force on Climate-Related Financial Disclosures (‘TCFD’) Climate Report Corporate governance and stewardship isavailable on the Company's website at The Company believes that it is in the shareholders’ schiehallionfund.com. This report explains the interests to consider environmental, social and Investment Manager’s approach to addressing governance (‘ESG’) factors when selecting and climate-related risks and opportunities and articulates retaining investments and has asked the Investment a view of how they may impact the portfolio. The Manager to take these issues into account as long Investment Manager continues to balance these asthe investment objectives are not compromised. climate-related factors alongside broader risks and The Investment Manager does not exclude companies opportunities as part of their bottom-up fundamental from its investment universe purely on the grounds research process. of ESG factors but adopts a positive engagement approach whereby matters are discussed with | management with the aim of improving the relevant | On behalf of the Board | | --- | --- | | policies and management systems and enabling | Dr Linda Yueh CBE | | the Investment Manager to consider how ESG | Chairperson | | factors could impact long-term investment returns. | 7 April 2026 | 70 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Audit ## Committee report The Company’s Audit Committee The Committee’s authority and duties are clearly is chaired by Ms Trudi Clark, defined within its written terms of reference which andmeets three times a year are available on request from the Administrator and as a minimum or more often if on the Company’s website at schiehallionfund.com. required. Ms Clark is a Chartered Theterms of reference are reviewed annually. Accountant. The Board considers The Committee’s effectiveness is reviewed on an that the members oftheAudit annual basis as part of the Board’s performance Committee have the requisite evaluation process. financial skills and experience to fulfil the responsibilities At least once a year the Committee meets with of the Audit Committee. The theexternal Auditor without any representative Committee consists of all the ofthe Investment Manager being present. Directors, except for Dr Yueh. Although notamember of the Main activities of the Committee Committee, Dr Yueh was invited to KPMG Audit Limited (‘KPMG’) attended two Audit and attended all the Committee’s Committee meetings held during the year ended meetings during the year. 31January 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; 71 Governance report • the effectiveness of the Company’s internal The Investment Manager agreed the holdings control environment; in certificated form to confirmations from the Company’s Custodian and holdings of uncertificated • appointment/reappointment, remuneration and private company investments were agreed to terms of engagement of the external Auditor; confirmations from the relevant investee companies. • the policy on the engagement of the external Auditor to supply non-audit services; Listed investments Investments in quoted securities have market • the independence and objectivity of the external prices which are readily available from independent Auditor; external pricing sources. The Committee reviewed • the need for the Company to have its own internal the Investment Manager’s Report on Internal audit function; Controls which details the controls in place • internal controls reports received from the regarding the recording and pricing of investments. Investment Manager and Custodian; and The Investment Manager agreed the prices of all the | • the arrangements in place within the Investment | | listed investments at 31 January 202 | 6 to external | | --- | --- | --- | --- | | | Manager and Administrator whereby their staff | price sources and the holdings were agreed to | | | | may, in confidence, raise concerns about possible | confirmations from the Company’s Custodian or | | | | improprieties in matters of financial reporting or | Transfer Agent. | | other matters. Other matters Internal audit The Committee reviewed the Investment Manager’s Report on Internal Controls which details the The Committee continues to believe that the controls in place regarding the complete and compliance and internal controls systems and the accurate recording of investment income. internal audit function in place within the Investment | Manager provides sufficient assurance that a | At the meeting held on | 31 March 202 | 6 , the | | --- | --- | --- | --- | | sound system of internal control, which safeguards | Investment Manager and external Auditor confirmed | | | | shareholders’ investment and the Company’s assets, | to the Committee that they were not aware of | | | | is maintained. An internal audit function specific to | any material misstatements in the context of | | | | the Company is therefore considered unnecessary. | the Financial Statements as a whole and that | | | the Financial Statements are in accordance with Financial reporting applicable law and accounting standards. The Committee considers that the most significant Internal controls and risk management area of risk likely to impact the Financial Statements The Committee reviewed the effectiveness of is the valuation of private company investments the Company’s risk management and internal as they represent 87. 5 % of the Company’s net controls systems as described on pages  68 and 69 . assets and since the valuation of these investments Nosignificant weaknesses were identified in the requires the use of estimates, assumptions and period under review. judgements. External auditor Private company investments To fulfil its responsibility regarding the independence The Committee reviewed the Investment Manager’s of the external Auditor, the Committee reviewed: valuation approach for investments in private companies (as described in note 1(e) on pages90 • the Auditor’s audit strategy for the financial year | and 91) and approved the valuations of the private | ended 31 January 202 | 6 which included a report | | --- | --- | --- | | company investments following a detailed review | from the Auditor describing their arrangements | | | of the valuation of each investment and relevant | to manage auditor independence and received | | | challenge where appropriate. | confirmation of their independence; and | | 72 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited • the extent of non-audit services provided by KPMG Audit Limited was appointed asthe the external Auditor. The non-audit fees in the Company’s Auditor, by the Directors, upon the year to31 January 2026 were paid to KPMG Company’s incorporation. The audit partner Advisory Limited for providing a Financial Position responsible for the audit is to be rotated at least and Prospects Procedures (“FPPP”) report in every five years in accordance with professional connection with the proposed admission of and regulatory standards in order to protect the Company's Ordinary Shares to listing on independence and objectivity and to provide fresh the CEIF category of the Official List of the challenge to the business. Mr Barry Ryan isthe lead Financial Conduct Authority and the transfer of audit partner and has held the role for two years and the admission to trading of the Ordinary Shares will continue as audit partner until theconclusion of from the Specialist Fund Segment to the listed the 2029 audit. segment of the Main Market of the London Stock KPMG Audit Limited has confirmed thatit believes it Exchange. The fees charged for these services is independent within the meaning of regulatory and were US$66,000 (see note 4 on page93). professional requirements and that the objectivity of The Committee does not believe this impaired the audit partner and staff isnotimpaired. the Auditor’s independence and confirmed the services provided are permitted under the The Committee is satisfied that the Auditor is non-audit services policy of the Company. There independent and effective for the purposes were no non-audit services provided by the ofthisyear’s audit. external Auditor in the year to 31January 2025. There are no contractual obligations restricting To assess the effectiveness of the external Auditor, theCommittee’s choice of external Auditor. the Committee had detailed discussions with audit personnel to challenge audit processes and Accountability and audit deliverables. The respective responsibilities of the Directors and the Auditor in connection with the Financial To fulfil its responsibility for oversight of the Statements are set out on pages77 and 83. externalaudit process the Committee considered and reviewed: • the Auditor’s engagement letter; On behalf of the Board Ms Trudi Clark • the Auditor’s proposed audit strategy; Audit Committee Chairperson • the audit fee; and 7 April 2026 • a report from the Auditor on the conclusion oftheaudit. 73 Governance report ## Directors’ ## remuneration report Statement by the Chairperson The Directors’ remuneration policy is subject to shareholder approval every three years or sooner if an alteration to the policy is proposed. The Remuneration Policy which is set out below was 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. Aresolution 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. 74 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Non-executive Directors are not eligible for any Statement of voting at Annual General other remuneration or benefits apart from the Meeting reimbursement of allowable expenses. There are no At the Annual General Meeting held on 12 May performance conditions relating to Directors’ fees 2023, being the last date at which the Directors' and there are no long-term incentive schemes or remuneration policy was tabled for approval by the pension schemes. There is no notice period and no shareholders, of the proxy votes received 96.7% compensation is payable on loss of office. were in favour, 3.3% were against and no votes were withheld. Limits on Directors’ remuneration The fees for the non-executive Directors are Expected fees Fees for per annum for the year payable quarterly in arrears and are determined | | year ending | | | | ended | | | --- | --- | --- | --- | --- | --- | --- | | within the limit set out in the Company’s Articles | 31 January | | | 31 January | | | | of Incorporation, which is currently £430,000 | | 2027 | | | 2026 | † | | | | | £ | | | £ | per annum in aggregate. Any change to this limit requires shareholder approval by way of an L Yueh (Chairperson) 97,900 99,350 ordinaryresolution. J Mackie (Senior Independent 78,300 80,450 Director) The Board is seeking shareholders’ approval at the | forthcoming Annual General Meeting to increase the | T Clark (Audit Committee | 81,850 83,900 | | --- | --- | --- | | aggregate annual limit, which has not changed since | Chairperson) | | | 2024, to £473,000 to provide flexibility to allow for | R Holmes 65,250 67,900 | | an increase in the number of Directors should the 323,300 331,600 Board believe it to be appropriate as part of its long Total aggregate annual fees that 473,000 * 430,000 term succession planning. Your attention is drawn can be paid to the Directors in to Resolution 12 in the Notice of Annual General any year under the Directors’ Meeting on page 112. Remuneration Policy, as set out in the Company’s Articles of The basic and additional annual fees payable to Incorporation Directors in respect of the year to 31 January 2026 and the expected fees payable in respect of the year * Subject to the passing of Resolution 12 at the forthcoming Annual General Meeting. ending 31 January 2027 are set out in the following † An additional one-off fee of £5,000 was paid to each Director for the table. The fees payable to the Directors in the significant amount of work in relation to the listing migration and tax subsequent financial periods are subject to annual residency move during the period. increases in line with inflation. 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. 75 Governance report 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 | | | | For the year ended | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 31 January 2026 | | | | 31 January 2025 | | | | | | Fees* | | Total | | Fees | | Total | | | Name | | £ | | £ | | £ | | £ | 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 ofUS$11,000 (2025 – US$12,000). Annual percentage change in remuneration Directors’ service details This represents the annual percentage change inthe Date of Due date entire remuneration paid to the Directors. Name appointment for re-election L Yueh 4 January 2019 AGM in 2026 % from % from % from % from % from 2025 2024 2023 2022 2021 J Mackie 4 January 2019 AGM in 2026 Name to 2026 # to 2025 to 2024 to 2023 to 2022 T Clark 4 January 2019 AGM in 2026 L Yueh 10.0 nil 9.4 43.8 2 7. 5 R Holmes 2 September 2021 AGM in 2026 J Mackie 11.4 nil 9.4 50.5 33.3 D Chiswell* – nil 9.4 36.0 – Approval T Clark 11.1 nil 9.4 48.3 32.9 The Report on remuneration on pages74 to 76 was R Holmes* 12.8 nil 9.4 36.0 – approved by the Board of Directors and signed on its † † behalf on 7 April 2026. Total Directors’ 6.3 nil 9.4 80.5 60.7 remuneration * R Holmes and D Chiswell were appointed to the Board on 2 September Dr Linda Yueh CBE 2021. D Chiswell resigned from the Board on 22 April 2024. The fees for Directors who were in service for part of an accounting period have been Chairperson annualised in order to provide the above annual percentage change. † Total Directors’ remuneration percentage change is greater than the increases at individual Director level as it reflects the change in overall Directors’ remuneration and is not adjusted for appointments/ retirements. # Percentage movements for the year to 31 January 2026 are greater than the base movement in Director fees over that period due to the additional one-off fee of £5,000 which was paid to each Director for the significant amount of work in relation to the listing migration and tax residency move during the period. Relative importance of spend on pay The table below shows the actual expenditure (fees and benefits) during the year in relation to Directors’ remuneration and distributions to shareholders. | | | 2026 | | 2025 | Change | | | --- | --- | --- | --- | --- | --- | --- | | Name | US$’000 | | US$’000 | | | % | | Directors’ | | 332 312 6.4 | | | | | remuneration Share 13,175 4,246 210.3 buybacks 76 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Statement of Directors’ ## responsibilities in respect of the Annual Report and the Financial Statements The Directors are responsible for preparing Theyareresponsible for such internal control as the Annual Report and Financial Statements in they determine is necessary to enable the accordance with applicable law and regulations. preparation ofFinancial Statements that are free from material misstatement, whether due to fraud or Company law requires the Directors to prepare error, and have general responsibility for taking such Financial Statements for each financial year. Under steps as are reasonably open to them to safeguard that law they have elected to prepare the Financial the assets of the Company and to prevent and Statements in accordance with International detect fraud and other irregularities. Financial Reporting Standards as issued by the International Accounting Standards Board. The Directors are responsible for the maintenance and integrity of the corporate and financial Under company law, the Directors must not approve information included on the Company’s website. the Financial Statements unless they are satisfied Legislation in Guernsey governing the preparation that they give a true and fair view of the state of and dissemination of Financial Statements may affairs of the Company and of its profit or loss for differ from legislation in other jurisdictions. that period. In preparing these Financial Statements, the Directors Responsibility Statement of the Directors in are required to: Respect of the Annual Report and Financial Statements • select suitable accounting policies and then applythem consistently; We confirm to the best of our knowledge: • the Financial Statements, prepared in accordance • make judgements and estimates that are with the applicable set of accounting standards, reasonable and prudent; give a true and fair view of the assets, liabilities, • state whether applicable accounting standards financial position and profit or loss of the have been followed, subject to any material Company; and departures disclosed and explained in the • the Strategic report includes a fair review of the Financial Statements; development and performance of the business • assess the Company’s ability to continue and the position of the issuer, together with a asagoing concern, disclosing as applicable, description of the principal risks and uncertainties matters relating to going concern; and they face. • use the going concern basis of accounting unless We consider the Annual Report and Financial they either intend to liquidate the Company or to Statements, taken as a whole, is fair, balanced cease operations, or have no realistic alternative and understandable and provides the information but to do so. necessary for shareholders to assess the Company’s position and performance, business model and The Directors are responsible for keeping proper strategy. accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial On behalf of the Board position of the Company and enable them to Dr Linda Yueh CBE ensurethat its Financial Statements comply with 7 April 2026 theCompanies (Guernsey) Law, 2008. 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. 77 ## Financial ## report The Financial Statements for the year to 31 January 2026 set out on pages85 to 88 together with the accompanying notes on pages89 to 108 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. The Schiehallion Fund Limited ## Independent ## Auditor’s report to the members of The Schiehallion Fund Limited Our opinion is unmodified Key audit matters: our assessment of the We have audited the financial statements of The risks of material misstatement Schiehallion Fund Limited (the “Company”), which Key audit matters are those matters that, in our comprise the statement of financial position as at professional judgment, were of most significance 31 January 2026, the statements of comprehensive in the audit of the financial statements and include income, changes in equity and cash flows for the most significant assessed risks of material the year then ended, and notes, comprising misstatement (whether or not due to fraud) material accounting policies and other explanatory identified by us, including those which had the information. greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing In our opinion, the accompanying financial statements: the efforts of the engagement team. These matters • give a true and fair view of the financial position were addressed in the context of our audit of the of the Company as at 31 January 2026, and of the financial statements as a whole, and in forming our Company’s financial performance and cash flows opinion thereon, and we do not provide a separate for the year then ended; opinion on these matters. In arriving at our audit opinion above, the key audit matter was as follows • are prepared in accordance with International (unchanged from 2025): 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. 79 Financial report The risk Our response Valuation of private Basis: Our audit procedures included but were not companyinvestments The Company’s investments are classified, limited to: recognised and measured at fair value through US$1,572,640,000 (2025 – Internal Controls: profit or loss in accordance with IFRS 9. Private US$999,607,000) We evaluated the design and implementation of company investments represent 88% of the the controls in place in relation to the valuation of Refer to the Audit Company’s net assets as at 31 January 2026. the Company’s private company investments. Committee report on The directors review and challenge the valuation We performed the procedures below rather than pages71 to 73 of the of private company investments proposed by seeking to rely on the controls as the nature of Annual Report, notes 1 Baillie Gifford & Co Limited (the “Investment the balance is such that we would expect to obtain (d), 1(e), 7 and 16 of the Manager”). The Investment Manager’s investment audit evidence primarily through the detailed financial statements valuation policy applies techniques consistent procedures described. with the International Private Equity and Venture The Investment Manager and Valuation Agent’s Capital Valuation (“IPEV”) Guidelines 2025. valuation reports The techniques applied are predominantly • we held discussions with the Investment market based and price of recent transaction Manager and Valuation Agent and attended, in approaches. The valuations are cross-checked an observation capacity, meetings of the Board for reasonableness by employing relevant of Directors of the Company, to understand the alternative techniques. valuation approach; In assessing fair value the Investment Manager • we assessed the scope of the services provided considers information provided by their by the Valuation Agent and read the private independent third party valuation firm (the company valuation reports prepared by them “Valuation Agent”). together with the private company investment valuation memoranda produced by the Risk: Investment Manager; and The valuation of the Company’s private company investments is a significant risk area of our audit, • we assessed the objectivity, capability and given that they represent a significant portion of competence of the Valuation Agent. the net assets of the Company. Challenging management’s assumptions and inputs including use of our KPMG valuation The valuation of the Company’s private company specialist: investments incorporates a risk of error given the significance of estimates and judgements that For a risk-based sample of private company may be involved in the determination of their fair investments, with the support of our KPMG value. valuation specialist, we: On the basis of the above we determined that the • assessed the reasonableness and valuation of private company Investments have appropriateness of the valuation approach and a high degree of estimation uncertainty giving methodology applied; rise to a potential range of reasonable outcomes • challenged and corroborated the key greater than our materiality for the financial assumptions used and, where possible, statements as a whole. The financial statements benchmarked these to observable market data; disclose in note 16 the sensitivities estimated by • obtained an understanding of how the impact the Company. 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. 80 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Our application of materiality and an In our evaluation of the directors’ conclusions, we considered the inherent risks to the Company’s overview of the scope of our audit business model and analysed how those risks might Materiality for the financial statements as a whole affect the Company’s financial resources or ability to was set at $35,900,000, determined with reference continue operations over the going concern period. to a benchmark of net assets of $1,795,908,000, The risk that we considered most likely to affect the of which it represents approximately 2.0% Company’s financial resources or ability to continue (2025:2.0%). operations over this period was the availability of In line with our audit methodology, our procedures capital to meet operating costs and other financial on individual account balances and disclosures commitments. were performed to a lower threshold, performance We considered whether this risk could plausibly materiality, so as to reduce to an acceptable level affect the liquidity in the going concern period by the risk that individually immaterial misstatements comparing severe, but plausible downside scenarios in individual account balances add up to a material that could arise from this risk against the level amount across the financial statements as a whole. of available financial resources indicated by the Performance materiality for the Company was Company’s financial forecasts. set at 75% (2025: 75%) of materiality for the We considered whether the going concern financial statements as a whole, which equates to disclosure in note 01 (a) to the financial statements $26,925,000. We applied this percentage in our gives a full and accurate description of the directors’ determination of performance materiality because assessment of going concern. we did not identify any factors indicating an elevated level of risk. Our conclusions based on this work: We reported to the Audit Committee any corrected • we consider that the directors’ use of the going or uncorrected identified misstatements exceeding concern basis of accounting in the preparation of $1,795,000, in addition to other identified the financial statements is appropriate; misstatements that warranted reporting on • we have not identifi ed, and concur with the qualitative grounds. directors’ assessment that there is not, a material Our audit of the Company was undertaken to the uncertainty related to events or conditions that, materiality level specified above, which has informed individually or collectively, may cast significant our identification of significant risks of material doubt on the Company’s ability to continue as a misstatement and the associated audit procedures going concern for the going concern period; and performed in those areas as detailed above. we have nothing material to add or draw attention • to in relation to the directors’ statement in the Going concern notes to the financial statements on the use of The directors have prepared the financial statements the going concern basis of accounting with no on the going concern basis as they do not intend to material uncertainties that may cast significant liquidate the Company or to cease its operations, doubt over the Company’s use of that basis for and as they have concluded that the Company’s the going concern period, and that statement is financial position means that this is realistic. They materially consistent with the financial statements have also concluded that there are no material and our audit knowledge. uncertainties that could have cast significant doubt However, as we cannot predict all future events or over its ability to continue as a going concern for at conditions and as subsequent events may result in least a year from the date of approval of the financial outcomes that are inconsistent with judgements statements (the “going concern period”). that were reasonable at the time they were made, the above conclusions are not a guarantee that the Company will continue in operation. 81 Financial report Fraud and breaches of laws and regulations Identifying and responding to risks of material misstatement due to non-compliance with laws – ability to detect andregulations Identifying and responding to risks of material We identified areas of laws and regulations that misstatement due to fraud could reasonably be expected to have a material To identify risks of material misstatement due effect on the financial statements from our to fraud (“fraud risks”) we assessed events or sector experience and through discussion with conditions that could indicate an incentive or management (as required by auditing standards), pressure to commit fraud or provide an opportunity and from inspection of the Company’s regulatory to commit fraud. Our risk assessment procedures and legal correspondence, if any, and discussed included: with management the policies and procedures regarding compliance with laws and regulations. As • enquiring of management as to the Company’s the Company is regulated, our assessment of risks policies and procedures to prevent and detect involved gaining an understanding of the control fraud as well as enquiring whether management environment including the entity’s procedures for have knowledge of any actual, suspected or complying with regulatory requirements. alleged fraud; The Company is subject to laws and regulations that • reading minutes of meetings of those charged with directly affect the financial statements including governance; and financial reporting legislation and taxation legislation • using analytical procedures to identify any unusual and we assessed the extent of compliance with or unexpected relationships. these laws and regulations as part of our procedures As required by auditing standards, we perform on the related financial statement items. procedures to address the risk of management The Company is subject to other laws and override of controls, in particular the risk that regulations where the consequences of non- management may be in a position to make compliance could have a material effect on amounts inappropriate accounting entries. On this audit or disclosures in the financial statements, for we do not believe there is a fraud risk related instance through the imposition of fines or litigation to revenue recognition because the Company’s or impacts on the Company’s ability to operate. We revenue streams are simple in nature with respect to identified financial services regulation as being the accounting policy choice, and are easily verifiable to area most likely to have such an effect, recognising external data sources or agreements with little or no the regulated nature of the Company’s activities and requirement for estimation from management. We its legal form. Auditing standards limit the required did not identify any additional fraud risks. audit procedures to identify non-compliance We performed procedures including with these laws and regulations to enquiry of management and inspection of regulatory and • Identifying journal entries and other adjustments legal correspondence, if any. Therefore if a breach to test based on risk criteria and comparing any of operational regulations is not disclosed to us or identified entries to supporting documentation; evident from relevant correspondence, an audit will and not detect that breach. • incorporating an element of unpredictability in our audit procedures. 82 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Context of the ability of the audit to detect fraud or Disclosures of emerging and principal risks and breaches of law or regulation longer term viability Owing to the inherent limitations of an audit, there is We are required to perform procedures to identify an unavoidable risk that we may not have detected whether there is a material inconsistency between some material misstatements in the financial the directors’ disclosures in respect of emerging and statements, even though we have properly planned principal risks and the viability statement, and the and performed our audit in accordance with auditing financial statements and our audit knowledge. We standards. For example, the further removed non- have nothing material to add or draw attention to in compliance with laws and regulations is from the relation to: events and transactions reflected in the financial • the directors’ confirmation within the Viability statements, the less likely the inherently limited statement (page 48) that they have carried out a procedures required by auditing standards would robust assessment of the emerging and principal identify it. risks facing the Company, including those In addition, as with any audit, there remains a that would threaten its business model, future higher risk of non-detection of fraud, as this may performance, solvency or liquidity; involve collusion, forgery, intentional omissions, • the emerging and principal risks disclosures misrepresentations, or the override of internal describing these risks and explaining how they are controls. Our audit procedures are designed being managed or mitigated; to detect material misstatement. We are not responsible for preventing non-compliance or fraud • the directors’ explanation in the Viability statement and cannot be expected to detect non-compliance (page 48) as to how they have assessed the with all laws and regulations. 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 Other information whether they have a reasonable expectation that The directors are responsible for the other the Company will be able to continue in operation information. The other information comprises and meet its liabilities as they fall due over the the information included in the annual report but period of their assessment, including any related does not include the financial statements and our disclosures drawing attention to any necessary auditor’s report thereon. Our opinion on the financial qualifications or assumptions. statements does not cover the other information and we do not express an audit opinion or any form of We are also required to review the Viability assurance conclusion thereon. statement, set out on page 48 under the Listing Rules. Based on the above procedures, we have In connection with our audit of the financial concluded that the above disclosures are materially statements, our responsibility is to read the other consistent with the financial statements and our information and, in doing so, consider whether the audit knowledge. other information is materially inconsistent with the financial statements or our knowledge obtained Corporate governance disclosures in the audit, or otherwise appears to be materially We are required to perform procedures to identify misstated. If, based on the work we have performed, whether there is a material inconsistency between we conclude that there is a material misstatement of the directors’ corporate governance disclosures and this other information, we are required to report that the financial statements and our audit knowledge. fact. We have nothing to report in this regard. 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; 83 Financial report • the section of the annual report describing Auditor’s responsibilities the work of the Audit Committee, including Our objectives are to obtain reasonable assurance the significant issues that the audit committee about whether the financial statements as a whole considered in relation to the financial statements, are free from material misstatement, whether due and how these issues were addressed; and to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high • the section of the annual report that describes the level of assurance, but does not guarantee that an review of the effectiveness of the Company’s risk audit conducted in accordance with ISAs (UK) will management and internal control systems. always detect a material misstatement when it exists. We are required to review the part of Corporate Misstatements can arise from fraud or error and are Governance Statement relating to the Company’s considered material if, individually or in aggregate, compliance with the provisions of the UK Corporate they could reasonably be expected to influence the Governance Code specified by the Listing Rules for economic decisions of users taken on the basis of our review. We have nothing to report in this respect. the financial statements. We have nothing to report on other matters on which A fuller description of our responsibilities we are required to report by exception is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. 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 purpose of this report and restrictions on its use by persons other than the • the Company has not kept proper accounting Company’s members, as a body records; or This report is made solely to the Company’s • the financial statements are not in agreement with members, as a body, in accordance with section 262 the accounting records; or of the Companies (Guernsey) Law, 2008. Our audit • we have not received all the information and work has been undertaken so that we might state explanations, which to the best of our knowledge to the Company’s members those matters we are and belief are necessary for the purpose of our required to state to them in an auditor’s report and audit. for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to Respective responsibilities anyone other than the Company and the Company’s members, as a body, for our audit work, for this Directors’ responsibilities report, or for the opinions we have formed. As explained more fully in their statement set out on page 77, the directors are responsible for: the preparation of the financial statements including Barry Ryan being satisfied that they give a true and fair view; For and on behalf of KPMG Audit Limited such internal control as they determine is necessary Chartered Accountants and Recognised Auditors to enable the preparation of financial statements Guernsey that are free from material misstatement, whether 7 April 2026 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. 84 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Statement of ## comprehensive ## income For the year ended 31 January | | | 2026 | | 2026 | | 2026 | | 2025 | | 2025 | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Revenue | | | Capital | | Total | Revenue | | | Capital | | Total | | Notes | US$’000 | | US$’000 | | US$’000 | | US$’000 | | US$’000 | | US$’000 | | Gains on investments 7 – 452,482 452,482 – 158,543 158,543 Currency gains – 117 117 – 15 15 Income 2 1,716 – 1,716 7,509 – 7,509 Investment management fee 3 (12,712) – (12,712) (9,562) – (9,562) Other administrative expenses 4 (2,794) – (2,794) (1,956) – (1,956) Operating profit/(loss) before (13,790) 452,599 438,809 (4,009) 158,558 154,549 taxation Tax on ordinary activities 10 – 317 317 – 517 517 Profit/(loss) and total comprehensive (13,790) 452,916 439,126 (4,009) 159,075 155,066 income/(loss) forthe year attributable to ordinary shareholders Earnings/(loss) per (1.35¢) 44.49¢ 43.14¢ (0.39¢) 15.49¢ 15.10¢ ordinary share The total column of this statement represents the Statement of Comprehensive Income of the Company. The supplementary revenue and capital columns are prepared under guidance published by the Association of Investment Companies. All revenue and capital items in this statement derive from continuing operations. The accompanying notes on pages89 to 108 are an integral part of the Financial Statements. 85 Financial report # Statement of financial position ## As at 31 January | | Notes | 2026 US$'000 | 2026 US$'000 | 2025 US$'000 | 2025 US$'000 | | --- | --- | --- | --- | --- | --- | | **Non-current assets** | | | | | | | Investments held at fair value through profit or loss | 7 | | 1,785,074 | | 1,290,450 | | **Current assets** | | | | | | | US Treasury Bills | 16 | – | | 77,334 | | | Cash and cash equivalents | 16 | 13,001 | | 6,118 | | | Debtors | 8 | 1,922 | | 1,427 | | | | | 14,923 | | 84,879 | | | **Current liabilities** | | | | | | | Amounts falling due within one year | 9 | (4,089) | | (5,055) | | | **Net current assets** | | | **10,834** | | **79,824** | | **Non-current liabilities** | | | | | | | Amounts falling due after more than one year: | | | | | | | Provision for tax liability | 10 | | – | | (317) | | **Net assets** | | | **1,795,908** | | **1,369,957** | | **Capital and reserves** | | | | | | | Share capital | 11/12 | | 1,209,208 | | 1,209,208 | | Capital reserve | 12 | | 610,191 | | 170,450 | | Capital redemption reserve | 12 | | 7,296 | | 7,296 | | Revenue reserve | 12 | | (30,787) | | (16,997) | | **Ordinary shareholders' funds** | | | **1,795,908** | | **1,369,957** | | Net asset value per ordinary share | 13 | | 177.28¢ | | 133.69¢ | | Number of ordinary shares in issue | 11 | | 1,013,033,907 | | 1,024,738,907 | The Financial Statements of The Schiehallion Fund Limited (Company registration number 65915) were approved and authorised for issue by the Board of Directors and were signed on 7 April 2026. Dr Linda Yueh CBE Chairperson The accompanying notes on pages 89 to 108 are an integral part of the Financial Statements. 86 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Statement of ## changes in equity For the year ended 31 January 2026 Capital | | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | capital | reserve | | reserve | reserve | | | funds | | Notes | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | Shareholders’ funds at 1 February 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 Capital | | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | capital | reserve | | reserve | reserve | | | funds | | Notes | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | Shareholders’ funds at 1 February 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 Ordinary shares bought back 11/12 (4,695) (4,246) 4,695 – (4,246) Total comprehensive income/(loss) – 159,075 – (4,009) 155,066 Shareholders’ funds at 31 January 2025 1,209,208 170,450 7,296 (16,997) 1,369,957 The accompanying notes on pages89 to 108 are an integral part of the Financial Statements. 87 Financial report # Statement of cash flows ## For the year ended 31 January | | Notes | 2026 US$'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 | The accompanying notes on pages 89 to 108 are an integral part of the Financial Statements. 88 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Notes to the ## Financial Statements The Schiehallion Fund Limited is a non-cellular investment In managing the Company’s assets, the Investment company limited by shares, registered and incorporated in Manager will seek to ensure that the Company holds at Guernsey under the Companies (Guernsey) Law, 2008 (the all times a proportion of assets that is sufficiently liquid to ‘Companies Law’) on 4 January 2019, with registration number enable it to discharge its payment obligations. 65915. The Company is a registered closed-ended investment Accordingly, the Financial Statements have been prepared scheme registered pursuant to the Protection of Investors on the going concern basis as it is the Directors’ opinion, (Bailiwick of Guernsey) Law, 2020 and the Registered Collective having assessed the principal risks and uncertainties, that Investment Scheme Rules 2021 issued by the Guernsey Financial the Company will continue in operational existence for a Services Commission. period of at least twelve months from the date of approval The Company’s shares are admitted to trading on the Main Market of these Financial Statements. of the London Stock Exchange. b. Functional and presentational currency The Company’s functional and presentational currency is 01 Principal accounting policies the US dollar. The US dollar is the functional currency as the Company has issued its share capital in US dollars, The Financial Statements for the year ended 31 January 2026 its shareholders are based globally and the Company’s have been prepared in accordance with International Financial investment policy has global reach. The Company’s Reporting Standards (‘IFRS’) as issued by the International performance is evaluated and its liquidity is managed in US Accounting Standards Board (‘IASB’). dollars. Therefore, the US dollar is considered the currency a. Basis of accounting that most closely represents the economic effects of the The Financial Statements have been prepared in underlying transactions, events and conditions. accordance with International Financial Reporting c. Basis of measurement Standards (‘IFRS’). The Financial Statements give a true The Financial Statements have been prepared under the and fair view and comply with the Companies (Guernsey) historical cost convention, adjusted for the revaluation of Law, 2008. Where presentational guidance set out in fixed asset investments at fair value through profit or loss. the Statement of Recommended Practice (‘SORP’) for Investment Companies issued by the Association of d. Accounting judgements, estimates and assumptions Investment Companies (‘AIC’) updated in July 2022 The preparation of the Financial Statements requires (the ‘AIC SORP’) is consistent with the requirements the use of estimates, assumptions and judgements. of IFRS, the Directors have sought to prepare the These estimates, assumptions and judgements affect the Financial Statements on a basis compliant with the reported amounts of assets and liabilities at the reporting recommendations of the SORP. date. While estimates are based on best judgement Going concern using information and financial data available, the actual outcome may differ from these estimates. The key In accordance with The Financial Reporting Council’s sources of estimation and uncertainty relate to the fair guidance on going concern and liquidity risk, the Directors valuation of the private company investments. have undertaken a rigorous review of the Company’s ability to continue as a going concern. Judgements In undertaking this review, the Board has considered The Directors consider that the preparation of the the Company’s principal risks and uncertainties, as set Financial Statements involves the following key out on pages43 to 47. Liquidity stress testing has been judgements: carried out and having done so the Board does not believe i. the determination of the functional currency of the the Company’s going concern status is affected. The Company as US dollars (see rationale in 1(b) above); Company maintains sufficient cash balances to enable and itto meet its liabilities as they fall due. ii. the fair valuation of the private company investments. 89 Financial report The key judgements in the fair valuation process are: Assumptions The determination of fair value by the Investment i. the Investment Manager’s determination of the Manager involves key assumptions dependent upon the appropriate application of the International Private valuation technique used. As explained in 1(e) below, the Equity and Venture Capital Valuation (‘IPEV’) Guidelines primary technique applied under the IPEV Guidelines is 2025, which the Company has elected to adopt early, to the multiples approach. Where the multiples approach is each private company investment; and used the valuation process recognises also, as stated in ii. the Directors’ consideration of whether each fair value the IPEV Guidelines, that the price of a recent investment is appropriate following detailed review and challenge. may be an appropriate calibration for estimating fair The judgement applied in the selection of the value. The multiples approach involves subjective inputs methodology used (see 1(e) below) for determining the and therefore presents a greater risk of over or under fair value of each private company investment can have estimation and particularly in the absence of a recent a significant impact upon the valuation. transaction. Estimates The key assumptions for the multiples approach are The key estimate in the Financial Statements is the that the selection of comparable companies provides determination of the fair value of the private company areasonable basis for identifying relationships between investments by the Investment Manager for consideration enterprise value, revenue and growth to apply in the by the Directors. This estimate is key as it significantly determination of fair value. Other assumptions include: impacts the valuation of the private company investments i. the discount applied for reduced liquidity versus listed at the date of the Statement of Financial Position. The peers; fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is ii. the probabilities assigned to an exit being through unavailable). The main estimates involved in the selection either an IPO or a company sale; and of the valuation process inputs are: iii. that the application of milestone analysis and industry i. the selection of appropriate comparable companies benchmark indices are a reasonable basis for applying in order to derive revenue multiples and meaningful appropriate adjustments to the valuations. relationships between enterprise value, revenue and Valuations are cross-checked for reasonableness to earnings growth. Comparable companies are chosen alternative multiples-based approaches or benchmark onthe basis of their business characteristics and index movements as appropriate. growth patterns; e. Investments ii. the selection of a revenue metric (either historical The Company’s investments are classified, recognised orforecast); and measured at fair value through profit or loss in iii. the application of an appropriate discount factor accordance with IFRS 9. Changes in fair value of to reflect the reduced liquidity of private company investments and gains and losses on disposal are companies versus their listed peers; recognised as capital items in the Statement of Comprehensive Income. iv. the estimation of the probability assigned to an exit being through an initial public offering (‘IPO’) or a Recognition and initial measurement company sale; Purchases and sales of investments are accounted for on v. the selection of an appropriate industry benchmark a trade date basis. Expenses incidental to purchase and index to assist with the valuation validation or the sale are written off to capital at the time of acquisition or application of valuation adjustments, particularly in the disposal. All investments are designated as valued at fair absence of established earnings or closely comparable value through profit or loss upon initial recognition and peers; and are measured at subsequent reporting dates at fair value. vi. the calculation of valuation adjustments derived from Measurement and valuation milestone analysis (i.e. incorporating operational Listed investments success against the plan/forecasts of the business The fair value of listed security investments is bid value, intothe valuation). or, in the case of holdings on certain recognised overseas Fair value estimates are cross-checked to alternative exchanges, at last traded prices depending on the custom estimation methods where possible to improve the of the relevant exchange. robustness of the estimates. As the valuation outcomes Private company investments may differ from the fair value estimates a price sensitivity Private company investments are valued at fair value by analysis is provided in Other Price Risk Sensitivity in the Directors following a detailed review and appropriate note16 on pages103 to 106 to illustrate the effect on the challenge of the valuations proposed by the Investment Financial Statements of an over or under estimation of the Manager. The Investment Manager’s private company unobservable inputs used in the estimation of fair values. investment valuation policy applies techniques consistent The risk of an over or under estimation of fair values with the IPEV Guidelines. is greater when methodologies are applied using more subjective inputs. 90 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited The techniques applied are predominantly market-based Derecognition approaches. The market-based approaches available Financial assets are derecognised when the contractual under the IPEV Guidelines are set out below and are rights to cash flows from the asset expire or the Company followed by an explanation of how they are applied to transfers the financial assets and substantially all of the theCompany’s private companies portfolio: risks and rewards of ownership have been transferred. • Multiples; On derecognition of a financial asset, the difference between the weighted average carrying amount of the • Industry Valuation Benchmarks; and asset (or the carrying amount allocated to the proportion • Available Market Prices. of the asset derecognised), and the consideration received (including new asset obtained less any liability The nature of the private company portfolio currently assumed), is recognised in profit and loss. will influence the valuation technique applied. The valuation approach recognises that, as stated in the Financial liabilities are derecognised when the contractual IPEV Guidelines, the price of a recent investment, obligations are discharged, cancelled or expired. if resulting from an orderly transaction, generally Gains and losses represents fair value as at the transaction date and may be an appropriate starting point for estimating fair Gains and losses on investments, including those value at subsequent measurement dates. However, arising from foreign currency exchange differences, consideration is given to the facts and circumstances arerecognised in the Statement of Comprehensive as at the subsequent measurement date, including Income ascapital items. changes in the market or performance of the investee The Investment Manager monitors the investment company. Milestone analysis is used where appropriate portfolio on a fair value basis and uses the fair value to incorporate the operational progress of the investee basis for investments in making investment decisions company into the valuation. Additionally, the background andmonitoring financial performance. to the transaction must be considered. As a result, various Multiples-based techniques are employed to f. US treasury bills assess the valuations particularly in those companies with Assets that are held in order to collect contractual established revenues. Discounted cashflows are used cash flows that are solely payments of principal and where appropriate. An absence of relevant industry peers interest are measured at amortised cost. These assets may preclude the application of the Industry Valuation are subsequently measured at amortised cost using Benchmarks technique and an absence of observable theeffective interest rate method less impairment prices may preclude the Available Market Prices approach. recognised using the expected credit loss method. All valuations are cross-checked for reasonableness by Asat 31 January 2026 impairment recognised was nil employing relevant alternative techniques. (31January 2025 – nil). The private company investments are valued according g. Cash and cash equivalents to a three monthly cycle of measurement dates. The fair Cash and cash equivalents include cash in hand and value of the private company investments will be reviewed deposits repayable on demand. Deposits are repayable before the next scheduled three monthly measurement on demand if they can be withdrawn at any time without date on the following occasions: notice and without penalty or if they have a maturity or • at the year end and half year end of the Company; and period of notice of not more than one working day. • where there is an indication of a change in fair value as h. Financial liabilities defined in the IPEV guidelines (commonly referred to as ‘trigger’ events). Bank loans and overdrafts are classified as loans and are initially recorded at the proceeds received net of direct A trigger event may include any of the following: costs and subsequently measured at amortised cost. • a subsequent round of financing by the investee i. Income company; i. Income from equity investments is brought into account • a secondary transaction involving the investee on the date on which the investments are quoted ex- company where there is sufficient information dividend or, where no ex-dividend date is quoted, when available to enable an assessment of the nature of the the Company’s right to receive payment is established. transaction; • a recent material change in the current or expected ii. If scrip dividends are taken in lieu of dividends in financial and/or operational performance of the cash, the net amount of the cash dividend declared investee company; is credited to the revenue account. Any excess in the value of the shares received over the amount of the • a material milestone achieved or missed by the investee cash dividend foregone is recognised as capital. company; • a change in the management personnel of the investee iii. Special dividends are treated as repayments of capital company; or income depending on the facts of each particular case. • a material change in the market environment in which the investee company operates; or iv. Overseas dividends include the taxes deducted at • a material change in market indices or economic source. indicators. 91 Financial report v. Interest receivable on bank deposits is recognised on n. Capital redemption reserve an accruals basis. The nominal value of ordinary share capital repurchased and cancelled is transferred out of called-up share capital vi. Interest from fixed interest securities is recognised on and into the capital redemption reserve. an effective interest rate basis. Where income returns are for a non-fixed amount, the impact of these returns o. Revenue reserve on the effective interest rate is recognised once such Income and expense items of a revenue nature are returns are known. If there is reasonable doubt that a included in the Revenue Reserve after being recognised in return will be received, its recognition is deferred until the Statement of Comprehensive Income. Any dividends that doubt is removed. paid by the Company would be funded from this reserve. j. Expenses p. Single segment reporting All expenses are accounted for on an accruals basis. The chief operating decision maker is the Board of Expenses are charged through the revenue column of Directors. The Directors are of the opinion that the the Statement of Comprehensive Income except where: Company is engaged in a single segment of business, (i) they relate directly to the acquisition or disposal of an being investment business, consequently no segmental investment (transaction costs), in which case they are analysis is presented. recognised as capital within losses/gains on investments; and (ii) they relate directly to the buyback/issuance of q. Treasury shares shares, in which case they are added to the buyback cost The Company has the authority to make market purchases or deducted from the share issuance proceeds. of its ordinary shares for retention as treasury shares for future reissue, resale, transfer or cancellation. Treasury k. Taxation shares do not receive distributions and the Company The Company has applied for and been granted is not entitled to exercise the voting rights attaching to exemption from liability to income tax in Guernsey under them. Treasury shares have no impact on the share capital the Income Tax (Exempt Bodies) (Guernsey) Ordinance, unless they are subsequently cancelled at which point 1989 in Guernsey for the year ended 31 January 2026. they would reduce the Company's ordinary share capital. The exemption must be applied for annually and will be granted, subject to the payment of an annual fee, which r. New and revised Standards is currently fixed at £1,600 (2025 – £1,600) per applicant, The following standards, amendments to standards or provided the Company qualifies for exemption under the interpretations are effective for periods beginning on applicable legislation. 1 January 2025. The impact of these standards is not material to the reported results and financial position It is the intention of the Directors to conduct the affairs ofthe Company. ofthe Company so as to ensure that it continues to qualify for exempt company status for the purposes • Lack of exchangeability – amendments to IAS 21 ofGuernsey taxation. The Company may be subject to The impact of these standards is not expected to be withholding tax on any dividend income. Capital gains material to the reported results and financial position tax is payable on realised investment gains in certain ofthe Company. jurisdictions – see note 10 for details of the tax provision recognised in the year. New and amended standards and interpretations not applied in these Company’s Financial Statements (issued l. Foreign currencies but not yet effective) Transactions involving foreign currencies other than US • IFRS 18 Presentation and Disclosure in Financial dollars are converted at the rate ruling at the time of the Statements replacing IAS 1 Presentation of Financial transaction. Assets and liabilities in such currencies are Statements, effective 1 January 2027 translated at the closing rates of exchange at the date of the Statement of Financial Position. Any gain or loss • Annual Improvements to IFRS Accounting Standards – arising from a change in exchange rate subsequent to Volume 11, effective 1 January 2026 the date of the transaction is included as an exchange • Classification and Measurement of Financial gain or loss in the capital reserve or revenue reserve as Instruments (Amendments to IFRS 9 and IFRS 7), appropriate. Foreign exchange movements on investments effective 1 January 2026 are included in the Statement of Comprehensive Income The impact of these standards is not expected to be within gains or losses on investments. material to the reported results and financial position of m. Capital reserve the Company. 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 thisreserve. 92 Annual Report and Financial Statements 2026 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 | | Depository 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$66,000 were related to the engagement of KPMG to provide a Financial Position and Prospects Procedures ("FPPP") report in connection with the proposed admission of the Company's Ordinary Shares to listing on the closed-ended investment funds category of the Official List of the Financial Conduct Authority and the transfer of the admission to trading of the Ordinary Shares from the Specialist Fund Segment to the listed segment of the Main Market of the London Stock Exchange. There were no non-audit fees incurred in the year to 31 January 2025. † The Company is part of a marketing programme which includes all the investment trusts managed by the Investment Manager. The marketing strategy has an ongoing objective to stimulate demand for the Company's shares. The cost of this marketing strategy is borne in partnership by the Company and the Investment Manager. The Investment Manager matches the Company's marketing contribution and provides the resource to manage and run the programme. ## 05 Earnings per share | Ordinary shares | Year ended 31 January 2026 | | Year ended 31 January 2025 | | | --- | --- | --- | --- | --- | | | US$'000 | ¢ | US$'000 | ¢ | | Revenue return on ordinary activities after taxation | (13,790) | (1.35) | (4,009) | (0.39) | | Capital return on ordinary activities after taxation | 452,916 | 44.49 | 159,075 | 15.49 | | **Profit and total comprehensive income for the year** | **439,126** | **43.14** | **155,066** | **15.10** | | **Weighted average number of ordinary shares in issue** | **1,018,052,112** | | **1,027,245,710** | | 93 Financial report ## 06 Ordinary dividends There were no dividends paid or proposed in respect of the year to 31 January 2026 (2025 – nil). ## 07 Financial instruments ### Fair value hierarchy The fair value hierarchy used to analyse the fair values of financial assets is described below. The levels are determined by the lowest (that is the least reliable or least independently observable) level of input that is significant to the fair value measurement for the individual investment in its entirety as follows: **Level 1** – using unadjusted quoted prices for identical instruments in an active market; **Level 2** – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and **Level 3** – using inputs that are unobservable (for which market data is unavailable). The valuation techniques used by the Company are explained in the accounting policies on pages 90 and 91. Transfers between levels of the fair value hierarchy take place when the criteria for recognition in another level are met, such as the listing of an investment. | As at 31 January 2026 | Level 1 US$'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. 94 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 07 Financial instruments (continued) Private | Listed | | company | | | | --- | --- | --- | --- | --- | | | securities | securities | | Total | | | US$000 | US$000 | 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 Private | Listed | | company | | | | --- | --- | --- | --- | --- | | | securities | securities | | Total | | | US$000 | US$000 | US$000 | | Cost of investments at 1 February 2024 143,614 903,733 1,047,347 Investment holding gains and losses at 1 February 2024 30,458 (34,024) (3,566) Fair value of investments at 1 February 2024 174,072 869,709 1,043,781 Movements in the period: Purchases at cost † – 121,914 121,914 Sales – proceeds † (1,405) (32,383) (33,788) – loss on disposal (26,583) (39,224) (65,807) Changes in categorisation 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$167,000 (2025 – nil). 95 Financial report 07 Financial instruments (continued) 2026 2025 US$’000 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$426,668,000. Investment holdings Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC SORP in relation to private company investments included within the Company's ten largest holdings disclosed on pages34 to 36. As required by the AIC SORP, this disclosure includes turnover, pre-tax profits and net assets attributable to investors, asreported within the most recently audited financial statements of the private investee companies. | As at 31 January 2026 | | | | | | | | | | Income | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | recognised | | | | Net assets | | | | | | | Latest | | | Book | Market | | | from | Pre-tax | attributable | | | | | | Financial | | | | cost | value | holding in | | | profit/ | | to | | | | Statements | | | | US$’000 | | US$’000 | the period Turnover | | | (loss) | shareholdersName Busine ss | | | Bending | Mobile application | | | | n/a 40,507 261,386 nil Information not publicly available | | | | | | | | | | | Spoons | software operator | | | | | | | | | | | | | | | Space | Designs, | | | | n/a 14,243 243,490 nil Information not publicly available | | | | | | | | | | | Exploration | manufactures and | | | | | | | | | | | | | | | Technologies | launches rockets, | | | | | | | | | | | | | | spacecraft and satellites ByteDance Social media n/a 43,180 139,178 nil Information not publicly available company Databricks Data software n/a 31,900 80,168 nil Information not publicly available solutions Wayve AI based 2024 16,402 72,762 nil nil (£62,140,000) £895,199,000 software for self-driving cars Stripe Online payment n/a 21,893 51,874 nil Information not publicly available platform Tekever Surveillance- n/a 23,533 46,245 nil Information not publicly available as-a-service technology Anthropic AI safety and n/a 25,000 45,957 nil Information not publicly available research 96 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 07 Financial instruments (continued) Investment holdings (continued) | As at 31 January 2025 | | | | | | | | | | Income | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | | | recognised | | | | | Net assets | | | | | | | Latest | | | Book | Market | | | from | Pre-tax | | attributable | | | | | | Financial | | | | cost | value | holding in | | | profit/ | | | to | | | | Statements | | | | US$’000 | | US$’000 | the period Turnover | | | | (loss) | shareholdersName Business | | | Space | Designs, | | | | n/a 16,649 128,811 nil Information not publicly available | | | | | | | | | | | | Exploration | manufactures and | | | | | | | | | | | | | | | | Technologies | launches rockets, | | | | | | | | | | | | | | | spacecraft and satellites | Bending | Mobile application | n/a 30,542 111,244 nil Information not publicly available | | --- | --- | --- | | Spoons | software operator | | | ByteDance Social media | | n/a 43,180 85,177 nil Information not publicly available | company Stripe Online payment n/a 21,893 39,796 nil Information not publicly available platform Databricks Data software n/a 31,900 39,029 nil Information not publicly available solutions Wayve AI based software n/a 16,402 36,275 nil nil (£41,196,000) £132,612,000 for self driving cars 08 Debtors 2026 2025 US$’000 US$’000 Amounts falling due within one year: Income accrued (net of withholding taxes) 1,784 1,268 Other debtors and prepayments 138 159 1,922 1,427 None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a reasonable approximation of fair value. There were no debtors that were past due or impaired at 31 January 2026 (2025 – nil). 09 Creditors – amounts falling due within one year 2026 2025 US$’000 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. 97 Financial report ## 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). During the 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 were issued. 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 to be 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 than 35%. 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. 98 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 12 Capital and reserves Capital | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | capital | reserve | | reserve | reserve | | | funds | | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | At 1 February 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 Capital | | Share | Capital | redemption | | Revenue | Shareholders’ | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | capital | reserve | | reserve | reserve | | | funds | | US$’000 | | US$’000 | | US$’000 | US$’000 | | US$’000 | | At 1 February 2024 1,213,903 15,621 2,601 (12,988) 1,219,137 Changes in investment holding gains and losses – 158,543 – – 158,543 Exchange differences – 15 – – 15 Ordinary shares bought back (4,695) (4,246) 4,695 – (4,246) Provision for Indian capital gains tax – 517 – – 517 Revenue earnings on ordinary activities after taxation – – – (4,009) (4,009) At 31 January 2025 1,209,208 170,450 7,296 (16,997) 1,369,957 The capital reserve includes investment holding gains of US$601,935,000 (2025 – gains of US$220,784,000) as disclosed in note7. The Company may make distributions from the capital reserve including share buybacks under section 527 of Company (Guernsey) law 2008 ifitissolvent. The revenue reserve (to the extent it constitutes realised profits) may be distributed by way ofdividend. 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. 99 Financial report ## 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 pages 74 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 by the 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. 100 Annual Report and Financial Statements 2026 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 creditrisk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood ofa permanent loss of capital rather than to minimise short-term volatility. Risk provides the potential for both losses and gains. Inassessing risk, the Board encourages the Investment Manager to exploit the opportunities that risk affords. Market Risk The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. TheBoard of Directors reviews and agrees policies for managing these risks and the Company’s Investment Manager both assesses the exposure to market risk when making individual investment decisions and monitors the overall level of market risk across the investment portfolio on an ongoing basis. Details of the Company’s investment portfolio are shown on pages34 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. Themovement in exchange rates on overseas earnings may have a more significant impact upon a company’s valuation than asimple translation of the currency in which the company is quoted. Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is shown below. Currency risk | | | | US Treasury | | Other debtors | | | Net | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investments | | Bills and cash | | and creditors | | exposure | | | At 31 January 2026 | | US$’000 | | US$’000 | | US$’000 * | US$’000 | | Sterling 136,491 69 (3,951) 132,609 Euro 368,881 – – 368,881 Indian rupee 29,578 – – 29,578 Australian dollar 9,445 – – 9,445 Total exposure to currency risk 544,395 69 (3,951) 540,513 US dollar 1,240,679 12,932 1,784 1,255,395 1,785,074 13,001 (2,167) 1,795,908 101 Financial report 16 Risk Management (continued) | | | | US Treasury | | Other debtors | | | Net | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Investments | | Bills and cash | | and creditors | | exposure | | | At 31 January 2025 | | US$’000 | | US$’000 | | US$’000 * | US$’000 | | Sterling 119,504 60 (3,017) 116,547 Euro 181,656 – – 181,656 Indian rupee 53,802 – (317) 53,485 Australian dollar 12,945 – – 12,945 Total exposure to currency risk 367,907 60 (3,334) 364,633 US dollar 922,543 83,392 (611) 1,005,324 1,290,450 83,452 (3,945) 1,369,957 * 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$36,463,000). A 10% weakening of the US dollar to other currencies, with all other variables held constant, would have had an equal but opposite effect on the Financial Statement amounts. A change of 10% in foreign currency rates (2025 – 10%) has been considered to be a reasonably plausible change reflective ofmarket circumstance in the year. ii. Interest rate risk Interest rate movements may affect directly the level of income receivable on cash deposits and the interest payable on any variable rate borrowings. They may also impact upon the market value of investments as the effect of interest rate movements upon the earnings of a company may have a significant impact upon the valuation of that company’s equity. The possible effects on fair value and cash flows that could arise as a result of changes in interest rates are taken into account when making investment decisions and when entering borrowing agreements. The Board reviews on a regular basis the amount of investments in cash and the income receivable on cash deposits. The Company may finance, on a short-term basis, part of its activities through borrowings at approved levels. The amount of any such borrowings and the approved levels are monitored and reviewed regularly by the Board. The interest rate risk profile of the Company’s financial assets and liabilities at 31 January 2026 and 31 January 2025 is shownbelow. Financial assets | | | | | 2026 | | | | | 2025 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2026 | | Weighted | | | 2025 | | Weighted | | | Fair value | | | average | | Fair value | | | average | | | US$’000 | | interest rate | | | US$’000 | | 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. 102 Annual Report and Financial Statements 2026 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's total 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 100 basis points would have had an equal but opposite effect. A change of 100 basis points in interest rates has been considered to be a reasonably plausible change taking account of the movement in interest rates during the year. #### iii. Other price risk Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company's net assets. The Company's exposure to changes in market prices relates to the fixed asset investments as disclosed in note 7. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Investment Manager. The Company's portfolio of private company Level 3 investments is not necessarily affected by market performance, however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(e). The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment portfolio positioning to ensure consistency with the Company's objectives and investment policies. Investments are selected based upon the merit of individual companies. The portfolio does not seek to reproduce any index. #### Other price risk sensitivity A full list of the Company's investments is given on pages 34 to 36. In addition, an analysis of the investment portfolio by broad geographical, industrial or commercial sector is shown on page 23. 11.9% of the Company's net assets are invested in listed investments. 87.5% 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$58,169,000). A decrease of 20% would have an equal but opposite effect. 20% is considered to be a reasonable movement given the prevailing market conditions. The fair valuation of the private company investments is influenced by the estimates, assumptions and judgements made in the fair valuation process (see note 1(d) on pages 89 and 90). This level of change is considered to be reasonable based on observations of current market conditions. The private companies sensitivity analysis below recognises that the valuation methodologies employed involve different levels of subjectivity in their significant unobservable inputs and illustrates the sensitivity of the valuations to these inputs as it involves more significant subjective estimation than the recent transaction method. The inputs have been flexed by +/-10% being a reasonable movement given market conditions to demonstrate how sensitive the underlying valuations are to changes in the significant unobservable inputs. The table also provides the range of values for the key unobservable inputs. A blend of valuation techniques is used for some holdings. 103 Financial report 16 Risk Management (continued) Other price risk sensitivity (continued) 31 January 2026 Significant unobservable inputs* | | Fair value of | Key | | Other | | | Weighted | | | | Sensitivity tochanges | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Valuation | investments | unobservable | | unobservable | | | average | | Sensitivity | | insignificant | | technique | US$’000 | inputs | | inputs | # | Range | range | † | % | # | unobservable inputs | | Market | 290,838 Enterprise | | | a,b,c,d 1.1x to | | | 3.7x 10% If EV/LTM multiples | | | | | | approach | | Value/ | | | | 6.8x | | | | | changed by +/- 10%, | | using | | Last twelve | | | | | | | | | the fair value would | | comparable | | months (EV/ | | | | | | | | | change by $16,806,696 | | trading | | LTM) revenue | | | | | | | | | and ($17,654,355). | | multiples | | multiple | ‡ | | | | | | | | | | | | Enterprise | | a,b,c,d 4.9x to | | | 5.0x 10% If EV/NTM multiples | | | | | | | | Value/Next | | | | 5.6x | | | | | changed by +/- 10%, | | | | twelve months | | | | | | | | | the fair value would | | | | months (EV/ | | | | | | | | | change by $3,271,533 | | | | NTM) revenue | | | | | | | | | and ($3,270,779). | | | | multiple | ¶ | | | | | | | | | | | | Enterprise | | a,b,c,d 8.6x to | | | 23.7x 10% If EV/NTM EBITDA | | | | | | | | Value/NTM | | | | 69.5x | | | | | multiples changed | | | | EBITDA (EV/ | | | | | | | | | by +/- 10%, the fair | | | | NTM EBITDA) | | | | | | | | | value would change | | | | revenue | | | | | | | | | by $2,091,470 and | | | | multiple | †† | | | | | | | | ($2,091,470). | | | | Illiquidity | | e 10% 10% 10% If the illiquidity discount | | | | | | | | | | | discounts | | | | | | | | | changed by +/- 10%, | the fair value would change by $5,404,670 and ($4,874,768). | Transaction | g (49.3%) | | 14.9% 10% If a +/- 10% adjustment | | | --- | --- | --- | --- | --- | | implied | | to 97.4% | | is applied to the | | premium and | | | | calculated premiums | | discounts | | | | and discounts, the fair | value would change by $3,963,819 and ($3,553,164). | Benchmark | 75,261 Selection of | | | a,b,c,f (9.4%) to | | 33.0% 10% If input comparable | | | --- | --- | --- | --- | --- | --- | --- | --- | | performance | | comparable | | | 84.7% | | benchmark performance | | | | companies, | | | | | changed by +/- 10%, | | | | indices and | | | | | the fair value would | | | | ETFs | § | | | | change by $6,516,792 | and ($6,370,017). | Price of | 262,564 Execution risk | | a,b,h 10% n/a 10% If the execution risk | | | --- | --- | --- | --- | --- | | expected | | discount | | discount changed | | transaction | | | | by +/- 10%, the fair | value would change by $26,256,434 and ($26,256,434). | Recent | 943,977 n/a** | ^ a,b n/a n/a 10% If the recent transaction | | | --- | --- | --- | --- | | transaction | | | price changed by | | price | | | +/- 10%, the fair | value would change by $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 pages89 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 page106 (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 page106 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. 104 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited 16 Risk Management (continued) Other price risk sensitivity (continued) 31 January 2025 Significant unobservable inputs* | | Fair value of | Key | | Other | | | Weighted | | | Sensitivity tochanges | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Valuation | investments | unobservable | | unobservable | | | average | | Sensitivity | insignificant | | technique | US$’000 | inputs | | inputs | # | Range | range | † | % # | unobservable inputs | | Market | 482,033 Enterprise | | | a,b,c,d 1.6x to | | | 5.3x 10% If EV/LTM multiples | | | | | approach | | Value/ | | | | 9.2x | | | | changed by +/- 10%, | | using | | Last twelve | | | | | | | | the fair value would | | comparable | | months (EV/ | | | | | | | | change by $36,161,074 | | trading | | LTM) revenue | | | | | | | | and ($37,092,794). | | multiples | | multiple | ‡ | | | | | | | | | | | Enterprise | | a,b,c,d 4.1x to | | | 5.4x 10% If EV/NTM multiples | | | | | | | Value/Next | | | | 7.6x | | | | changed by +/- 10%, | | | | twelve months | | | | | | | | the fair value would | | | | months (EV/ | | | | | | | | change by $1,714,437 | | | | NTM) revenue | | | | | | | | and ($2,077,809). | | | | multiple | ¶ | | | | | | | | | | | Illiquidity | | e 10% 10% 10% If the illiquidity discount | | | | | | | | | | discounts | | | | | | | | changed by +/- 10%, | the fair value would change by $1,650,577 and ($2,011,573). | Transaction | g (30.7%) | | 20.1% 10% If a +/- 10% adjustment | | | --- | --- | --- | --- | --- | | implied | | to 94.3% | | is applied to the | | premium and | | | | calculated premiums | | discounts | | | | and discounts, the fair | value would change by $5,012,865 and ($5,067,505). | Benchmark | 228,969 Selection of | | | a,b,c,f (39.5%) to | | 3.7% 10% If input comparable | | | --- | --- | --- | --- | --- | --- | --- | --- | | performance | | comparable | | | 52.5% | | benchmark performance | | | | companies, | | | | | changed by +/- 10%, | | | | indices and | | | | | the fair value would | | | | ETFs | § | | | | change by $12,575,854 | and ($13,463,453). | Price of | 24,687 Execution risk | | a,b,h 10% n/a 10% If the execution risk | | | --- | --- | --- | --- | --- | | expected | | discount | | discount changed | | transaction | | | | by +/- 10%, the fair | value would change by $2,468,732 and ($2,468,732). | Adjusted price | 701 Insolvency risk | | a,b,i 75% to | | 10% If the insolvency risk | | | --- | --- | --- | --- | --- | --- | --- | | of recent | | discount | | 90% | | discount changed | | transaction | | | | | | by +/- 10%, the fair | value would change by $70,045 and ($70,045). | Recent | 263,217 n/a** | ^ a,b n/a n/a 10% If the recent transaction | | | --- | --- | --- | --- | | transaction | | | price changed by | | price | | | +/- 10%, the fair | value would change by $26,321,717 and ($26,321,717). * Significant unobservable inputs The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each private company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages89 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 page106 (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 page106 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. 105 Financial report 16 Risk Management (continued) Significant unobservable inputs (continued) a. Application of valuation basis Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each investment. When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will factor in revenue, earnings or net assets as appropriate for the investment, and where a suitable correlation can be identified with the comparable companies then a regression analysis will be performed. Discounted cash flows will also be considered where appropriate forecasts are available. b. Probability estimation of liquidation events The probability of a liquidation event such as a company sale, or alternatively the probability of the shares being treated as common stock, such as in the event of an initial public offering (‘IPO’), is a key variable input in the Transaction-based and Multiples-based valuation techniques. The probability of a common stock equivalent (‘CSE’) outcome versus a company sale is typically estimated from the outset to be 50:50 as no one outcome is more likely than the other. If the company has indicated an intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted accordingly in favour of a sale scenario. The Company typically invests in higher ranking preference shares which carry more protection, and this can therefore influence the end valuation. Option pricing models are used to corroborate the valuations where there has been more notable company underperformance to ensure that the economic reality of the shares held by Schiehallion remain appropriate. c. Selection of comparable companies The selection of comparable companies is assessed individually for each investment at the point of investment, and the relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting appropriate comparable companies are the industry sector in which they operate, the geography of the company’s operations, the respective revenue and earnings growth rates and the operating margins. Typically, between 4 and 10 comparable companies will be selected for each investment, depending on how many relevant comparable companies are identified. Theresultant revenue or earnings multiples or share price movements derived will vary depending on the companies selected and the industries they operate in. d. Estimated sustainable earnings The selection of sustainable revenue or earnings will depend on whether the company is sustainably profitable or not, and where it is not then revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead. e. Application of illiquidity discount The application of an illiquidity discount will be applied either through the calibration of a 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. 106 Annual Report and Financial Statements 2026 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. At 31 January 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 and then compared to the prospective investment return of the security in question; - the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate segregates the assets of the Company. The Investment Manager monitors the Company's risk by reviewing the Custodian's internal control reports and reporting its findings to the Board; - investment transactions are carried out with brokers whose creditworthiness is reviewed by the Investment Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company's custodian bank ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any transfer of cash or securities away from the Company is completed; - the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements, wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained interest, are subject to rigorous assessment by the Investment Manager; and - cash is only held at banks that are regularly reviewed by the Investment Manager. At 31 January 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 | | | **14,023** | **84,879** | None of the Company's financial assets are past due or impaired. ### Fair value of financial assets and financial liabilities The Directors are of the opinion that the carrying amount of financial assets and liabilities of the Company in the Statement of Financial Position approximate their fair value. ### Capital management The capital of the Company is its share capital and reserves as set out in note 12. The objective of the Company is to invest predominantly in long-term minority investments in later stage private businesses in order to achieve capital growth. The Company's investment policy is set out on pages 38 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 pages 69 and 70 and details of the related risks and how they are managed are set out on pages 43 to 47 and pages 68 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. 107 Financial report 17 Subsequent events As at the date of this report there are no events which require adjustment of, or disclosure in, the Financial Statements or notesthereto. 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. 108 Annual Report and Financial Statements 2026 ## Shareholder ## information Shareholder information ## Notice of Annual ## General Meeting Primrose St Sun St Liverpool A10 Street The Annual General Meeting of the Company willbe held at the offices of Herbert Smith Freehills Kramer Sun St Passage LLP, Exchange House, Primrose Street, London Liverpool St EC2A 2EG on Thursday, 14 May 2026 at 12.00 pm. The Board encourages all shareholders to submit proxy voting forms, appointing the chairperson of the AGM, as soon as possible and, in any event, byno later than 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 toadgg-aafa-f@alterdomus.com or call Alter Domus (Guernsey) Limited on +44 (0) 1481 742 250. Alter Domus (Guernsey) Limited may record your call. If you or, if appointed, your proxy wish to attend theAnnual 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. 110 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited | Notice is hereby given that the seventh Annual | fees for their services in the office of director | | --- | --- | | General Meeting of The Schiehallion Fund Limited | as the Directors may determine, not exceeding | | will be held at the offices of Herbert Smith Freehills | in the aggregate an annual sum of £473,000 | | Kramer LLP, Exchange House, Primrose Street, | or such larger amount as the Company may by | | London EC2A 2EG, on Thursday, 14 May 2026 at | ordinary resolution decide, divided between | | 12.00 pm. forthefollowing purposes: | the Directors as they may determine. The fees | shall be deemed to accrue from day to day To consider and, if thought fit, to pass the following and shall be distinct from and additional to any Resolutions as Ordinary Resolutions: remuneration or other benefits which may be | 1. To receive and adopt the Annual Report and | | paid or provided to any Director pursuant to any | | --- | --- | --- | | | Financial Statements of the Company for the | other provision of the Articles of Incorporation of | | | year to 31 January 2026 with the Reports of | the Company. | the Directors and of the Independent Auditor To consider and, if thought fit, to pass Resolutions11 thereon. and 12 as Special Resolutions. 2. To approve the Directors' Remuneration Policy. 11. That, in substitution for any existing authority 3. To approve the Directors’ Annual Report on but without prejudice to the exercise of any such Remuneration for the year to 31 January 2026. authority prior to the date hereof, the Company be and is hereby generally and unconditionally 4. To re-elect Dr Linda Yueh as a Director. authorised, pursuant to and in accordance with 5. To re-elect Mr John Mackie as a Director. section 315(2)(b) of the Companies (Guernsey) Law, 2008 (the ‘Law’) to make market purchases 6. To re-elect Ms Trudi Clark as a Director. (within the meaning of section 316 of the Law) 7. To re-elect Mr Richard Holmes as a Director. of ordinary shares of no par value in the capital 8. To reappoint KPMG Audit Limited as of the Company (‘ordinary shares’) (either for Independent Auditor of the Company to hold retention as treasury shares for future reissue, office from the conclusion of this meeting until resale, transfer or cancellation), provided that: the conclusion of the next Annual General a. the maximum aggregate number of ordinary Meeting at which the Financial Statements are shares hereby authorised to be purchased laid before the Company. is, 152,041,157 or, if less, the number | 9. To authorise the Directors to determine the | | | representing approximately 14.99% of the | | --- | --- | --- | --- | | | remuneration of the Independent Auditor of | | issued ordinary share capital of the Company | | | theCompany. | | as at the date of the passing of this resolution; | | 10. Subject to the passing of Resolution 12 pursuant | | b. the minimum price (excluding expenses) | | | | to article 116(1) of the Company's Articles | | which may be paid for each ordinary share | | | of Incorporation, there shall be paid to the | | is US$1.00; | Directors (other than alternate directors) such 111 Shareholder information 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 112 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Ordinary Shareholders have the right to vote on all 03. CREST members who wish to appoint a proxy resolutions proposed at general meetings of the Company, or proxies through the CREST electronic including resolutions relating to the appointment, election, proxyappointment service may do so by usingthe re-election and removal of Directors. The Company's procedures described in the CREST Manual and/or BShare, which was issued to a Guernsey purpose trust, by logging on to the website euroclear.com/CREST. whose trustee is Carey Olsen Client Services (Guernsey) CREST personal members or other CREST sponsored Limited, to implement the revised voting structure required members, and those CREST members who have for the Company's proposed admission to listing on the appointed a voting service provider(s), should refer closed-ended investment funds category of the Official to their CREST sponsor or voting service provider(s), List of the FCA currently carries no voting rights at general who will be able to take the appropriate action on meetings of the Company. However, in the event the their behalf. level of ownership of Ordinary Shares by US residents 04. In order for a proxy appointment or instruction made (excluding any Ordinary Shares held in treasury) exceeds using the CREST service to be valid, the appropriate 35% on any date determined by the Directors (based CREST message (a ‘CREST Proxy Instruction’) on an analysis of share ownership information available must be properly authenticated in accordance with to the Company), the B Share will carry voting rights in Euroclear UK & Ireland Limited’s specifications, relation to `Director Resolutions' (as such term is defined and must contain the information required for such in the Articles of Incorporation). In this event, the B Share instruction, as described in the CREST Manual. The will automatically carry such voting rights to dilute the message, regardless of whether it constitutes the voting power of the Ordinary Shareholders with respect appointment of a proxy or is an amendment to the to Director Resolutions to the extent necessary to reduce instruction given to a previously appointed proxy the percentage of votes exercisable by US residents in must, in order to be valid, be transmitted so as to be relation to the Director Resolutions to not more than 35%. received by the Company’s registrar (ID 3RA50) no There have been no changes to the legal form or nature of later than two days (excluding non-working days) the Ordinary Shares nor to the reporting currency of the before the time of the meeting or any adjournment. Company's consolidated financial statements (which will For this purpose, the time of receipt will be taken to remain in U.S. dollars) as a result of the Company's quote be the time (as determined by the timestamp applied being in Sterling as well as U.S. dollars on the Main Market to the message by the CREST Application Host) from of the London Stock Exchange. which the Company’s registrar is able to retrieve the message by enquiry to CREST in the manner Notes prescribed by CREST. After this time any change of 01. As a member you are entitled to appoint a proxy or instructions to proxies appointed through CREST proxies to exercise all or any of your rights to attend, should be communicated to the appointee through speak and vote at the AGM. A proxy need not be a other means. member of the Company but must attend the AGM to 05. CREST members and, where applicable, their represent you. You may appoint more than one proxy CREST sponsors, or voting service providers should provided each proxy is appointed to exercise rights note that Euroclear UK & Ireland Limited does not attached to different shares. You can only appoint make available special procedures in CREST for a proxy using the procedure set out in these notes any particular message. Normal system timings and and the notes to the proxy form. You may not use limitations will, therefore, apply in relation to the input any electronic address provided either in this notice of CREST Proxy Instructions. It is the responsibility or any related documents (including the Financial of the CREST member concerned to take (or, if the Statements and proxy form) to communicate with the CREST member is a CREST personal member, or Company for any purpose other than those expressly sponsored member, or has appointed a voting service stated. provider(s), to procure that his/her CREST sponsor or 02. To be valid any proxy form or other instrument voting service provider(s) take(s)) such action as shall appointing a proxy, together with any power of be necessary to ensure that a message is transmitted attorney or other authority under which it is signed by means of the CREST system by any particular or a certified copy thereof, must be received by post time. Inthis connection, CREST members and, where or (during normal business hours only) by hand at applicable, their CREST sponsors or voting service the Registrars of the Company at Computershare providers are referred, in particular, to those sections Investor Services (Guernsey) Limited, c/o The of the CREST Manual concerning practical limitations Pavilions, Bridgwater Road, Bristol BS99 6AH or of the CREST system andtimings. eproxyappointment.com no later than two days (excluding non-working days) before the time of the meeting or any adjourned meeting. 113 Shareholder information 06. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 34 of The Uncertified Securities (Guernsey) Regulations, 2009. 07. The return of a completed proxy form or other instrument of proxy will not prevent you attending the AGM and voting in person if you wish. 08. Pursuant to Regulation 41 of The Uncertified Securities (Guernsey) Regulations, 2009 and article 84 of the Company's Articles of Incorporation the Company specifies that to be entitled to attend and vote at the Annual General Meeting (and for the purpose of the determination by the Company of the votes they may cast), shareholders must be registered in the Register of Members of the Company no later than two days (excluding non-working days) prior to the commencement of the AGM or any adjourned meeting. Changes to the Register of Members after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting. 09. Any person to whom this notice is sent who is a person nominated by a shareholder holding their shares on behalf of that person to enjoy information rights (a 'Nominated Person') may, under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the Annual General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the shareholder as to the exercise of voting rights. 10. The statement of the rights of shareholders in relation to the appointment of proxies in Notes 1 and 2 above does not apply to Nominated Persons. The rights described in those Notes can only be exercised by shareholders of the Company. 11. The members of the Company may require the Company to publish, on its website, (without payment) a statement (which is also passed to the Auditor) setting out any matter relating to the audit of the Company's Financial Statements, including the Auditor's report and the conduct of the audit. The Company will be required to do so once it has received such requests from members representing at least 5% of the total voting rights of the Company. Such requests must be made in writing and must state your full name and address and be sent to the Company at North Suite First Floor, Regency Court Glategny Esplanade, St Peter Port, Guernsey, Channel Islands GY1 1WW. 12. Information regarding the Annual General Meeting is available from the Company's page of the Investment Manager's website at schiehallionfund.com. 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 1,014,283,907 votes. 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. 114 Annual Report and Financial Statements 2026 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. 115 Shareholder information ## Further shareholder ## information | Sources of further information on the | Share register enquiries | | --- | --- | | company | Computershare Investor Services (Jersey) Limited | | The price of shares is quoted daily in the Financial | maintains the share register on behalf of the | | Times and can also be found on the Company’s | Company. In the event of queries regarding shares | | website at schiehallionfund.com, Trustnet at | registered in your own name, please contact | | trustnet.com andon other financial websites. | the Registrars on +44 (0) 370 707 4040 or at | | Monthly factsheets are also available on the Baillie | info@computershare.co.je. | Gifford website. These are available from Baillie This helpline also offers an automated self-service Gifford on request. functionality (available 24 hours a day, 7 days a | The Schiehallion Fund Identifiers | week) which allows you to: | | | --- | --- | --- | | ISIN GG00BJ0CDD21 | • hear the latest share price; | | | Sedol (GBP Sedol) BJ0CDD2 (BSSDQ53) | • confirm your current share holding balance; and | | | Ticker ordinary shares | • order Change of Address and Stock Transfer | | | (GBP Ticker) MNTN (MNTS) | | forms. | | Legal Entity Identifier 213800NQOLJA1JCWXQ56 | You can also check your holding on the Registrars’ | | website at investorcentre.co.uk. They also offer a The ordinary shares and the Company are listed free, secure share management website service on the London Stock Exchange and their prices which allows you to: are shown in the Financial Times under ‘Investment Companies’. • view your share portfolio and see the latest market price of your shares; Key dates • calculate the total market price of each shareholding; Event Month (each year) • view price histories and trading graphs; Financial year end date 31 January Final results announced April • change address details; and Annual general meeting May • use online dealing services. Interim results announced September To take advantage of this service, please log in at investorcentre.co.uk and enter your shareholder How to invest Reference Number and Company Code (this The Company’s shares are traded on the London information can be found on your share certificate). 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. 116 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Electronic proxy voting The legislation will require investment companies to provide personal information to the Guernsey If you hold stock in your own name you can choose authorities on certain investors who purchase to vote by returning proxies electronically at shares in investment funds. As an affected company, eproxyappointment.com. The Schiehallion Fund Limited will have to provide If you have any questions about this service please information annually to the local authority on contact Computershare on +44 (0) 370 707 4040 the tax residencies of non-UK based certificated orat info@computershare.co.je. shareholders and corporate entities. CREST proxy voting Foreign account tax compliance act If you are a user of the CREST system (including Pursuant to the reciprocal information sharing a CREST Personal Member), you may appoint one inter governmental agreement entered into by or more proxies or give an instruction to a proxy by the States of Guernsey and the US Treasury, and having an appropriate CREST message transmitted. for the purposes of the US Foreign Account Tax For further information please refer to the CREST Compliance Act (‘FATCA’) of the Company registered Manual. with the Internal Revenue Service (‘IRS’) as a Foreign Financial Institution (‘FFI’) and received a Global | How to vote your shares | Intermediary Identification Number (R2NX | XB.9999. | | --- | --- | --- | | As a shareholder you have a say on how the | SL.831). The Company can be located on the | | | Company is run. The following link will take | IRSFFIlist. | | you through to The Association of Investment Companies (AIC) website where there is information Alternative Investment FundManagers on how to vote your shares if you hold them via one (‘AIFM’) Regulations of the major platforms: theaic.co.uk/how to vote In accordance with the Alternative Investment Fund your shares. Managers Regulations, information in relation to the Company’s leverage and the remuneration of Data protection the Company’s AIFM, Baillie Gifford & Co Limited, The Company is committed to ensuring the is required to be made available to investors. confidentiality and security of any personal data In accordance with the Directive, the AIFM’s provided to it. Further details on how personal data remuneration policy is available at bailliegifford.com is held and processed on behalf of the Company or on request (see contact details on page124) and can be found in the privacy policy available on the the numerical remuneration disclosures in respect Company’s website schiehallionfund.com. of the AIFM’s relevant reporting period are also available at bailliegifford.com. Automatic exchange of information The Company’s maximum and actual leverage levels In order to fulfil its legal obligations under the at 31 January 2026 are shown below: Guernsey Common Reporting Standard Legislation Gross Commitment relating to the automatic exchange of information, method method the Company is required to collect and report certain information about certain shareholders. Maximum limit 1.20:1 1.10:1 Actual 0.99:1 1.00:1 117 Shareholder information ## Communicating ## withshareholders Trust magazine Schiehallion web page at schiehallionfund.com Trust magazine Schiehallion on the web Trust is the Baillie Gifford investment trust magazine Up-to-date information about Schiehallion which is published twice a year. It provides an insight can be found on the Company website at to Baillie Gifford’s investment approach by including schiehallionfund.com. You will find full details on interviews with Baillie Gifford’s fund managers, as Schiehallion, including recent portfolio information well as containing investment trust news, investment and performance figures. features and articles about the trusts managed by Baillie Gifford, including Schiehallion. Trust plays an Client Relations Team contact details important role in helping to explain Baillie Gifford’s You can contact the Baillie Gifford Client Relations products so that readers can really understand them. Team by telephone, email or post: You can subscribe to Trust magazine or view a digital Telephone: +44 (0)800 917 2113 copy at bailliegifford.com/trust. Your call may be recorded for training or monitoring purposes. Suggestions and questions Email: enquiries@bailliegifford.com Any suggestions on how communications with Website: bailliegifford.com shareholders can be improved are welcomed, so | please contact the Baillie Gifford Client Relations | Baillie Gifford Client Relations Team | | --- | --- | | Team and give them your suggestions. They will also | Calton Square | | be very happy to answer questions that you may | 1 Greenside Row | | have about Schiehallion. | 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. 118 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited Schiehallion: investing in private Investing in the era of private Top 10 companies: progress growth companies megacaps report An overview of the progress made by Peter Singlehurst by Gustav Venter by Schiehallion's largest holdings. Manager Peter Singlehurst tells Private growth companies are Lucie Majstrova why growth staying unlisted for longer, companies are staying private shifting market leadership into for longer, and explains how private markets. Schiehallion gains access to these exceptional businesses. 119 Shareholder information ## 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. NoProvider 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. 120 Annual Report and Financial Statements 2026 The Schiehallion Fund Limited ## Sustainable Finance Disclosure ## Regulation (‘SFDR’) The EU Sustainable Finance Disclosure Regulation (‘SFDR’) does not have a direct impact in the UK due to Brexit, however, it applies to third-country products marketed in the EU. As Schiehallion is marketed in the EU by the AIFM, Baillie Gifford & Co Limited, via the National Private Placement Regime (‘NPPR’) the following disclosures have been provided to comply with the high-level requirements of SFDR. The AIFM has adopted Baillie Gifford & Co’s Stewardship Principles and Guidelines as its policy on integration of sustainability risks in investment decisions. More detail on the Investment Manager’s approach to sustainability can be found in the Stewardship Principles and Guidelines document, available publicly on the Baillie Gifford website bailliegifford.com. 121 Shareholder information ## Glossary of terms and ## AlternativePerformance ## Measures (‘APM’) An alternative performance measure is a financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable financial reporting framework. Total net assets Total value of all assets held less current liabilities, other than liabilities in the form of borrowings. Net asset value Also described as shareholders’ funds, net asset value (‘NAV’) is the value of total assets less liabilities (including borrowings). The NAV per share is calculated by dividing this amount by the number of ordinary shares or C shares, as applicable, in issue. Net current assets Net current assets comprise current assets less current liabilities excluding borrowings. Premium/(discount) (APM) As stock markets and share prices vary, the Company’s share price is rarely the same as its NAV. When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the discount is calculated by subtracting NAV per share from the share price and is usually expressed as a percentage of the NAV per share. If the share price is higher than the NAV per share, this situation is called a premium. Ordinary shares 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 page14. 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. 122 Annual Report and Financial Statements 2026 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** | **14,287** | **11,518** | | Average net asset value | 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$1,219,000. These were the total costs incurred during the reporting period in connection with the trading segment migration and tax residency move to the UK. ## Leverage (APM) For the purposes of the Alternative Investment Fund Managers Regulations, leverage is any method which increases the Company's exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company's exposure and its net asset value and can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the Company's positions after the deduction of US dollar cash balances, without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and after certain hedging and netting positions are offset against each other. ## Average revenue growth rate (APM) Calculated by taking an average of each investee company's last twelve months revenue growth (as a percentage). ## Average movement in company valuation/share price (APM) Calculated by taking an average of all valuation movements (as a percentage) by portfolio company and by line of portfolio company share class. ## Contribution (APM) Contribution to absolute performance (in US$ terms) is used to illustrate how an individual stock has contributed to the overall return. It is calculated by taking the average portfolio company weight for the period multiplied by the absolute return. This is calculated on a daily basis and compounded to provide the overall contribution of a portfolio company to the performance of the full portfolio. The absolute return of a portfolio company is determined by calculating the share price movements in that holding whilst taking into account any purchase or sale transactions that have occurred in the period. The absolute return is in US$ terms and therefore takes into account the foreign exchange movement between the portfolio company's local currency and US dollar. ## 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. 123 Shareholder information # Company information ## Directors **Chairperson:** Dr Linda Yueh CBE John Mackie CBE Trudi Clark Richard Holmes ## Registrar **Computershare Investor Services (Jersey) Limited** First Floor, Tudor House Le Bordage St Peter Port Guernsey, Channel Islands GY1 1DB T: +44 (0)370 707 4040 ## Independent Auditor **KPMG Audit Limited** Glategny Court Glategny Esplanade St Peter Port Guernsey, Channel Islands GY1 1WR ## Administrator, Secretary, Designated Manager and Registered office **Alter Domus (Guernsey) Limited** North Suite First Floor, Regency Court Glategny Esplanade St Peter Port Guernsey, Channel Islands GY1 1WW T: +44 (0)1481 742250 ## Depositary **The Bank of New York Mellon (International) Limited** 160 Queen Victoria Street London EC4V 4LA ## Further information **Client Relations Team** Baillie Gifford & Co Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)800 917 2113 enquiries@bailliegifford.com ## Investment Manager and Alternative Investment Fund Managers **Baillie Gifford & Co Limited** Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)131 275 2000 bailliegifford.com ## Corporate Broker **Winterflood Securities Limited** Riverbank House 2 Swan Lane London EC4R 3GA ## Company details schiehallionfund.com Company Registration No. 65915 ISIN: GG00BJ0CDD21 Sedol (GBP Sedol): BJ0CDD2 (BSSDQ53) Ticker (GBP Ticker): MNTN (MNTS) Legal Entity Identifier 213800NQOLJA1JCWXQ56 124 Annual Report and Financial Statements 2026 ## schiehallionfund.com Calton Square, 1 Greenside Row, Edinburgh EH1 3AN Telephone +44 (0)131 275 2000