## ANNUAL FINANCIAL REPORT
## FOR THE YEAR ENDED 31 MARCH 2026
## TRUST IN A STYLE TO LAST THROUGH THE AGES
## Contents
STRATEGY
OVERVIEW
Annual Results at a Glance 1
About The Edinburgh Investment Trust 2
Investment Policy 4
Nature of the Company 5
Financial Information and Performance Statistics 6
Chair’s Statement 10
STRATEGIC REPORT
Portfolio Managers’ Report 15
The Portfolio Managers’ Investment Principles 22
Business Review 23
Investments in Order of Valuation 25
Portfolio Analysis 26
Principal Risks and Uncertainties 27
Viability Statement 32
Section 172 Statement, Company Sustainability and Stakeholders 33
GOVERNANCE
The Directors 39
The Company’s Corporate Governance Framework 41
Corporate Governance Statement 42
Audit Committee Report 43
Directors’ Report 46
Statement of Directors’ Responsibilities 54
Directors’ Remuneration Report 55
FINANCIAL REVIEW
Independent Auditors’ Report 59
Income Statement 65
Statement of Changes in Equity 66
Balance Sheet 67
Statement of Cash Flows 68
Notes to the Financial Statements 69
OTHER INFORMATION FOR SHAREHOLDERS
Notice of Annual General Meeting 84
Shareholder Information 88
Directors, Advisors and Principal Service Providers 89
Glossary of Terms and Alternative Performance Measures (“APM”) 90
Alternative Investment Fund Managers Directive Disclosure 94
If you wish to contact members of The Edinburgh Investment Trust Board then please The Company is a
get in touch with the Company Secretary on +44 (0)20 3697 5770. Alternatively, member of
please email the Board via the Company Secretary at EIT@nsm.group. If you have any
enquiries for the Manager, please contact them on +44 (0)20 7412 1700.
www.edinburgh-investment-trust.co.uk
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 1
## ANNUAL RESULTS
## AT A GLANCE
NET ASSETS SHARE PRICE DIVIDEND YIELD*

|  |  | £1,126m |  |  | £1,059m |  |  | 740.00p |  |  | 773.00p |  |  | 3.9% |  |  | 4.1% |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | AS AT |  |  | AS AT |  |  | AS AT |  |  | AS AT |  |  | AS AT |  |  | AS AT |  |
| 31 MAR 2025 |  |  | 31 MAR 2026 |  |  | 31 MAR 2025 |  |  | 31 MAR 2026 |  |  | 31 MAR 2025 |  |  | 31 MAR 2026 |  |  |
|  | ONGOING CHARGES |  |  |  |  |  | DISCOUNT* |  |  |  |  | GEARING (NET)* |  |  |  |  |  |

RATIO*
### 5.0% 5.8%

|  | 0.51% |  | 0.52% |  |  | (9.4)% |  |  | (8.6)% |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 12 MONTHS TO |  | 12 MONTHS TO |  |  | AS AT |  |  | AS AT |  |  | AS AT |  | AS AT |
| MAR 2025 |  | MAR 2026 |  | 31 MAR 2025 |  |  | 31 MAR 2026 |  |  | 31 MAR 2025 |  | 31 MAR 2026 |  |

*Alternative Performance Measures as defined on pages 90 to 93
2 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC
## About The Edinburgh Investment Trust
## The Edinburgh Investment Trust was established in 1889 and
## has been managed by the current team since March 2020,
## with Imran Sattar taking over as Portfolio Manager and Emily
## Barnard as Deputy Portfolio Manager in February 2024.
The portfolio management team construct a high-conviction portfolio of 40 to 50 holdings based on
fundamental company research. Up to 20% of the portfolio may be invested in non-UK stocks.
## Investment objective
The Company aims to exceed the total return on the FTSE All-Share Index and grow its dividend faster than UK
inflation. This objective will be assessed over the long term and performance against the FTSE All-Share Index will
be measured on a NAV total return basis.
### Exceed the total return Grow its dividend faster
### on the FTSE All-Share Index than UK inflation
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 3
4 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC
## Investment policy
The Company invests primarily in the shares of companies In addition, the Company may:
quoted on a recognised stock exchange in the UK. Securities
• invest in convertibles (securities which are typically
of companies quoted on a recognised stock exchange
expected to convert into shares on a recognised stock
outside of the UK may also be held but will not exceed 20%
exchange) subject to no acquisition or conversion resulting
of the market value of the investment portfolio, measured at
in a holding breaching the limits in this investment policy;
the time of any acquisition.
• use derivative instruments, monitored carefully by the Board
The portfolio is selected by the Portfolio Manager, and
and subject to constraints, including the writing of covered
monitored carefully by the Board, on the basis of the Portfolio
calls against securities (which in aggregate amount to no
Manager’s assessment of the fundamental value available in
more than 10% of the value of the investment portfolio) and
individual securities, whilst giving due regard to sector and
the investment in FTSE 100 futures (subject to the value of
industry weightings and to broader economic and market
such positions, if exercised, not exceeding 15% of the value
conditions. Companies are chosen by the Portfolio Manager
of the investment portfolio). Other derivative instruments
on the basis of their individual business strengths, growth
may be employed, subject to prior Board approval,
and income characteristics and valuation, and not according
provided that the cost (and potential liability) of exercise
to specific rules of asset allocation.
of all outstanding derivative positions should not exceed
Borrowings may be used to provide gearing to the equity 25% of the value of the investment portfolio at any time;
portfolio of up to 25% of net assets.
• hedge exposure to changes in foreign currency rates in
Investment decisions are restricted by the following: respect of its overseas investments
• No acquisition may be made which would result in a At the Company’s Annual General Meeting on 22 July 2025,
holding being greater than 10% of the market value of the shareholders unanimously approved the above Investment
investment portfolio; Objective and Policy. The revisions simplified the language but
changed neither the way the Company’s portfolio is managed
• The Company will not invest more than 15% of its total
nor what the Company is seeking toachieve.
assets in the shares of other UK-listed investment trusts or
investment companies;
• The Company will not hold more than 5% of the issued
share capital (or voting shares) of any one company.
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 5
## Nature of the Company
The Company is a FTSE 250 Investment Company whose manage its investments. Other administrative functions are
shares are listed on the London Stock Exchange (‘LSE’). The contracted to external services providers. The Company has a
business of the Company consists of investing its assets Board of non-executive directors who oversee and monitor the
according to a specified investment objective and policy, with activities of the Manager and other service providers on behalf
the aim of spreading investment risk and generating a return of shareholders and ensure that the investment objective and
for shareholders. policy are adhered to. The Company has no employees.
The Company uses borrowing to enhance returns to The Company’s ordinary shares qualify as mainstream
shareholders. This increases the risk to shareholders should investment products suitable for promotion to both retail
the value of investments fall. and professional investors. The Company’s ordinary shares
are eligible for investment in an ISA.
The Company has contracted with an external manager,
Liontrust Fund Partners LLP (‘LFP’ or ‘the Manager’) to act
as its Alternative Investment Fund Manager (‘AIFM’) and to
6 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC

## Financial Information and Performance Statistics

### TOTAL RETURN$^{(1)(2)(3)}$ (ALL WITH DIVIDENDS REINVESTED)

Year ended 31 March 2026 % Change The Company's benchmark is the FTSE All-Share Index.

![Q3]() 7.2%

Net asset value$^{(1)}$ (NAV) - debt at fair value

![Q3]() 8.5%

Share price$^{(4)}$

![Q3]() 21.5%

FTSE All-Share Index$^{(4)}$

|  Capital Return^{(1)(3)} | At 31 March 2026 | At 31 March 2025 | Change %  |
| --- | --- | --- | --- |
|  Net asset value - debt at fair value | 846.04p | 817.16p | +3.5  |
|  Share price^{(4)} | 773.00p | 740.00p | +4.5  |
|  FTSE All-Share Index^{(4)} | 5,430.69 | 4,623.62 | +17.5  |
|  **Discount**^{(1)(2)(3)} - debt at fair value | (8.6)% | (9.4)% |   |
|  **Gearing** (debt at fair value)^{(1)(2)(3)} |  |  |   |
|  - gross gearing | 5.9% | 5.6% |   |
|  - net gearing | 5.8% | 5.0% |   |

|  Revenue and Dividends^{(2)} | Year Ended 31 March 2026 | Year Ended 31 March 2025 | Change %  |
| --- | --- | --- | --- |
|  Revenue return per ordinary share | 26.60p | 25.02p | +6.3  |
|  Dividends - first interim | 7.60p | 6.90p |   |
|  - second interim | 7.60p | 6.90p |   |
|  - third interim | 8.40p | 7.50p |   |
|  - proposed final | 8.40p | 7.50p |   |
|  - total dividends | **32.00p** | **28.80p** | **+11.1**  |
|  **Consumer Price Index**^{(1)(4)} - annual change | 3.3% | 2.3% |   |
|  Dividend Yield^{(1)(2)(3)} | 4.1% | 3.9% |   |
|  Ongoing Charges Ratio^{(1)(2)(3)} | 0.52% | 0.51% |   |

#### Notes:

$^{(1)}$ These terms are defined in the Glossary of Terms and Alternative Performance Measures, including reconciliations, on pages 90 to 93. NAV with debt at fair value is widely used by the investment company sector for the reporting of performance, premium or discount, gearing and ongoing charges.

$^{(2)}$ Key Performance Indicator.

$^{(3)}$ Alternative Performance Measures.

$^{(4)}$ Source: LSEG Data & Analytics.
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 7
## Ten Year Historical Information
Per ordinary share

|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Gross |  |  | Net |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  | Shares |  |  |  |  |  |  |  |  | NAV |  |  |  | Discount |  |  | gearing |  |  | gearing |  |
|  |  | Ordinary |  |  | (bought |  |  |  |  |  |  |  | (debt at |  |  |  |  | (debt at |  |  | (debt at |  |  | (debt at |  |
|  | shareholders’ |  |  |  | back)/ |  | Revenue |  |  | Dividend |  |  |  | fair |  | Share |  |  |  | fair |  |  | fair |  | fair |
| Year ended |  |  | funds |  | issued |  |  | return |  |  | rate |  |  | value) |  | price |  |  | value) |  |  | value) |  | value) |  |
| 31 March |  |  |  | £m |  | m |  |  | p |  |  | p |  |  | p |  | p |  |  | % |  |  | % |  | % |

2016 1,392 0.55 26.66 24.35 695.30 665.00 (4.4) 15.5 15.3
2017 1,535 – 27.94 25.35 768.81 713.50 (7.2) 15.9 15.7
2018 1,400 – 29.25 26.60 703.34 642.00 (8.7) 12.1 11.8
2019 1,382 (0.19) 28.66 28.00 696.91 644.00 (7.6) 11.0 10.8
2020 872 (20.80) 27.83 28.65 490.40 434.00 (11.5) 13.4 8.3
(1)
2021 1,091 (2.50) 16.21 28.65 628.29 600.00 (4.5) 10.1 7.1
2022 1,176 (1.10) 22.41 24.80 686.69 634.00 (7.7) 10.3 4.4
2023 1,139 (5.60) 25.99 26.20 713.75 660.00 (7.5) 6.6 4.7
2024 1,135 (13.99) 23.93 27.20 779.97 690.00 (11.5) 6.2 3.1
2025 1,126 (7.17) 25.02 28.80 817.16 740.00 (9.4) 5.6 5.0
2026 1,059 (12.67) 26.60 32.00 846.04 773.00 (8.6) 5.9 5.8
(1) including special dividend of 4.65p.
Capital Returns (excluding dividends paid) to 31 March 2026
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 3yr 5yr 10yr
NAV (debt at fair value) (%) 10.6 -8.5 -0.9 -29.6 28.1 9.3 3.9 9.3 4.8 3.5 18.5 34.6 21.7
Share Price (%) 7.3 -10.0 0.3 -32.6 38.2 5.7 4.1 4.5 7.2 4.5 17.1 28.8 16.2
FTSE All-Share Index (%) 17.5 -2.4 2.2 -21.9 23.3 9.3 -0.7 4.3 6.6 17.5 30.6 41.8 60.0
Source: LSEG Data & Analytics
Total Returns (with dividends reinvested) to 31 March 2026
2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 3yr 5yr 10yr
NAV (debt at fair value) (%) 14.7 -5.9 2.9 -26.7 34.8 14.1 7.9 13.4 8.3 7.2 31.7 62.2 78.8
Share Price (%) 11.2 -6.7 4.6 -29.4 46.4 10.6 8.4 8.9 11.3 8.5 31.5 57.6 76.8
FTSE All-Share Index (%) 22.0 1.2 6.4 -18.5 26.7 13.0 2.9 8.4 10.5 21.5 45.6 69.3 129.8
Source: LSEG Data & Analytics
8 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC

# TEN YEAR HISTORICAL INFORMATION / CONTINUED

# **Total Returns Over Ten Years**

Rebased to 100 at 31 March 2026

![img-0.jpeg](img-0.jpeg)

Source: LSEG Data & Analytics

# **Total Returns since appointment of the Manager (March 2020)**

Rebased to 100 at 31 March 2026

![img-1.jpeg](img-1.jpeg)

Source: LSEG Data & Analytics

# **Cumulative Dividend Growth**

to 31 March 2026

![img-2.jpeg](img-2.jpeg)

Source: LSEG Data & Analytics

Source: Consumer Price Inflation - Office for National Statistics
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 9
Capital Returns Over Ten Years
Rebased to 100 at 31 March 2026
Share price Net Asset Value – debt at fair value FTSE All-Share Index
200
150
100
50
20262016 2017 2018 2019 202020212022 202320242025
Source: LSEG Data & Analytics
10 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC
## Chair’s Statement

| DEAR SHAREHOLDERS, | five year returns. However, over the six years |
| --- | --- |
| The Company’s financial year to 31 March 2026 | since the appointment of the management |
| marks the second consecutive year during | team, it is encouraging to record that the |
| which the UK equity index has outperformed | Company’s share price and NAV total returns |
| both the US equity index and broader global | were 15.0% per annum (p.a.) and 13.9% p.a. |
| equity indices, with the FTSE All-Share Index | respectively. This compares with the UK equity |
| (the “Index”) recording double digit returns | Index total return of 13.6% p.a.. Of the 17 peer |
| over the last two years. This denotes the | investment trusts in the UK equity income |
| continuation of a more benevolent backdrop | sector over the same period, Edinburgh ranks |
| for investing in UK equities than was the case | fourth. Table 1, below, sets out the Company’s |
| previously. In this context, while positive in | returns over all the key periods. |

absolute terms, the Company’s investment
While we accept that short-term returns
returns over the last twelve months have been
for an actively managed portfolio will be
disappointing relative to the Index. The share
volatile, the Board is focused on ensuring
price and net asset value (“NAV”) total returns
that the Company’s returns improve after
were 8.5% and 7.2% respectively compared
this challenging twelve month period. We
with the Index at 21.5%. This in turn has had a
are engaging robustly with the Managers
detrimental effect on the Company’s three and
and broader executive team at Liontrust to
ensure that the investment team and their
process identify attractive companies that will
contribute to the strong overall returns that
the Company seeks to achieve.
The underperformance last year was a function
of three main factors: share price weakness
in holdings perceived to be losers from
the Artificial Intelligence (“AI”) revolution,
some operational underperformance in
a small number of holdings, and being
underweight in certain companies with a
more pronounced ‘value’ orientation. The
Managers’ report explores each of these
factors in more detail. As you will also
read in the Managers’ report, there
is well-founded optimism that the
Company’s diversified portfolio of
stocks will drive attractive returns in
the years ahead.
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 11
Table 1: The Edinburgh Investment Trust NAV, share price and benchmark total returns to 31 March
2026
1 year 3 years p.a. 5 years p.a. 6 years p.a. 10 years p.a.
(Manager
inception)
NAV 7.2% 9.6% 10.2% 13.9% 6.0%
Share price 8.5% 9.6% 9.5% 15.0% 5.9%
FTSE All-Share 21.5% 13.3% 11.1% 13.6% 8.7%

| DIVIDENDS | This would mean that for the 2027 financial |
| --- | --- |
| The Company’s investment objective has | year and beyond, shareholders would receive |
| two elements: to outperform the Index, and | four equally-spaced dividends. We believe |
| to grow dividends per share in excess of UK | this schedule of dividend payments should be |
| inflation. The Company is meeting this second | more appealing to investors. |

part. Last month, we declared a third interim
BORROWINGS
dividend of 8.40 pence per share. As a Board
The Company has £120m of long-term debt
we are proposing the same payment of
(the ‘par’ value) which was negotiated in 2021.
8.40pence per share for the final dividend, to
The blended fixed annual coupon across the
be paid this summer. Assuming this proposal
four tranches of debt is 2.4% and the average
is approved by shareholders at July’s Annual
period to maturity is 22 years. At the end of
General Meeting (“AGM”), the total dividend
the financial year the Company had de minimis
for the financial year will be 32.0 pence per
cash balances, meaning that net debt at par as
share. This will represent an increase of 11.1%
a percentage of NAV was 11.3%.
compared with the previous year, comfortably
in excess of the rate of UK inflation of 3.3%.
It is the general convention in the investment
These dividend payments are funded largely
trust sector to look at the ‘fair’ value of debt
by the portfolio’s natural underlying income:
for valuation purposes, which takes account of
the Company generated a revenue return of
changing bond yields. These can have dramatic
26.6 pence per share. Compared with a total
effects on the value of long-term debt such as
dividend of 32.0 pence per share, the gap of
ours. Indeed, as bond yields have risen since
5.4 pence per share is funded from capital. We
we negotiated the borrowings, the fair value
keep this draw on capital under review and are
of the debt has fallen from £120m to £66m
content that this level is sustainable. Indeed, as
(it was £67m at the previous year end). Once
the Managers note in their report, the headline
cash is deducted, net borrowing at fair value as
level of portfolio income is only part of the
a percentage of NAV is a more modest 5.8%.
story, as many investee companies also return
This fair value adjustment also means that
significant sums through share buybacks (in
the debt’s ‘redemption yield’ of c.6.3% is the
aggregate the Managers estimate that the
effective hurdle for the portfolio to add value
combined ‘yield’ from buybacks and dividends
net of the cost of the debt. The portfolio’s
would be c.1.7x the dividend yield alone).
return exceeded this hurdle last year: the value
added from the borrowings is quantified in the
As I flagged in the Interim Report of last
table on page 24. We have every confidence
November, we are recommending a small
that the long-term annualised returns of the
change to the timing of the Company’s dividend
portfolio should continue to add value above
payments. At present the first three interim
this fair value hurdle. Taking all this into
dividends are equally spaced at three monthly
account, we view the current 5.8% level of
intervals, with the fourth ‘final’ dividend two
net borrowing as a suitable balance between
months after the third. This means that there
the likely long-term positive returns from the
is a four month gap between the final dividend
portfolio and the Managers’ shorter term more
and the first dividend in a new financial year.
cautious view of markets.
Resolution 4 at the AGM proposes paying four
interim dividends throughout the year.
12 OVERVIEW THE EDINBURGH INVESTMENT TRUST PLC
CHAIR’S STATEMENT / CONTINUED
SHARE PRICE DISCOUNT TO NAV Directors and the Chair. The overall results were positive
The Company’s discount finished the year at 8.6%, a little and demonstrated that the Board and its Committees
tighter than the 9.4% level a year ago. At the time of writing, were operating effectively. The Board continues to meet
it is 8.4%. During the year, the Board used the Company’s the FCA Listing Rules targets on gender diversity, female
share buyback authority to repurchase 8.8% of the shares representation in senior roles and ethnic representation on
outstanding. This has enhanced the NAV by 0.7% over the the Board. All Directors also conform with the UK Corporate
period – this is set out in the table on page 24. We recognise Governance Code’s guidance on board tenure. I thank all
that during a period of less strong investment returns, there the Directors for their continued hard work on behalf of
may be less appetite for the Company’s shares and, in this shareholders.
circumstance, we believe buying back shares represents an
ANNUAL GENERAL MEETING
attractive capital allocation decision. Despite this shrinkage
This year’s AGM will take place on Tuesday 21 July 2026 at
of the Company’s share capital, the strong investment returns
11:00 a.m. at the Balmoral Hotel in Edinburgh. We warmly
of recent years mean that Edinburgh remains a large and
invite all shareholders to attend. Refreshments will be
well-resourced Company. We continue to deploy resources
available from 10.30 a.m. and we encourage early arrival so
to enhance the awareness and reputation of the Company:
that the formal business of the meeting can begin promptly
combined with attractive future investment returns, this
at 11.00 a.m..
should deliver a tighter discount over time.
As usual, shareholders will be asked to vote on the resolutions
MARKETING
set out on pages 84 and 85 of this report. Shareholders are
As an example of reputation building, we continue to execute
encouraged to attend and also submit voting instructions in
a marketing plan to raise the profile of the Company and
advance of the meeting. Full details on how to vote ahead of
drive demand for shares from new and existing shareholders.
the meeting are set out in the Notice of AGM on pages 84 to
Initiatives include digital and print advertising, videos,
87. Shareholders who would like to vote at the meeting itself
podcasts and high-profile attendance at a range of events
and do not hold shares in their own name will need to obtain
including the major retail investment trust event in London
a corporate letter of representation from their investment
hosted by the Association of Investment Companies (“AIC”).
platform or nominee ahead of the AGM in order to attend
These initiatives are in addition to our own two major
and vote in person at the meeting.
shareholder events: the AGM in Edinburgh and a similar
shareholder event in London each October. We have also
The meeting will also include a presentation by the Managers
upgraded the format of this annual report and the interim
and an opportunity to ask questions of both the Managers
report published last November.
and Board. Following the conclusion of the meeting, there
will be an informal lunch and a chance to meet a range of
In the print media, the management team and I have been
colleagues and advisors that manage the Company on a day-
interviewed and quoted in a range of publications over the
to-day basis.
year, including the Financial Times, Investment Week and
the Daily Mail as well as a wide range of online publications.
LONDON SHAREHOLDER EVENT
The Company’s social media profile continues to grow in
We will host a presentation to shareholders in central London
prominence.
on Thursday 8 October 2026. This will be another chance to
meet the Board, Portfolio Managers and other members of
BOARD AND GOVERNANCE
the team. Further details will be posted on the Company’s
There have been no changes to the composition of the
website in the summer. We had a full house for this event
Board over the year. It has operated well throughout, with all
last year and I encourage you to sign-up via the Company
Directors making significant contributions to our discussions.
website once the registration facility opens.
Following the guidance of the AIC Corporate Governance
Code, an internal Board review was undertaken using the
services of Boardforms, an external evaluation consultancy
which is independent of the Company. The review covered
performance of the Board and its Committees, individual
THE EDINBURGH INVESTMENT TRUST PLC OVERVIEW 13
OUTLOOK / CONCLUSION
In closing, I would like to reiterate that all of us involved with
the day-to-day management or oversight of the Company are
working very hard to ensure that the Company’s investment
returns improve after this recent challenging period. I thank
all our investors for their ongoing support. As ever we
welcome feedback – contact details are at the back of this
report – and my colleagues and I look forward to meeting
shareholders at our various events in the months ahead.
ELISABETH STHEEMAN
Chair
20 May 2026
14 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
## Strategic Report
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 15
## Portfolio Managers’ Report For the year ended 31 March 2026
## The UK equity market has delivered another strong set of
## returns and we have had an active year positioning the
## portfolio to take advantage of the available opportunities.

| During this period it has also been a pleasure | PERFORMANCE REVIEW |
| --- | --- |
| to meet a wide range of shareholders and | While the Company has delivered solid longer- |
| we are looking forward to continuing this | term returns since our appointment in 2020, |
| engagement at the Company’s AGM and other | the last financial year was disappointing |
| events. As ever, the stock market has provided | relative to the market. The NAV total return |
| challenges as well as exciting opportunities. In | was 7.2% and the share price total return was |
| this report we will first review performance and | 8.5%. These compare with a total return of |
| activity, before turning to the current shape | 21.5% from the Company’s benchmark, the |
| of the portfolio and the investment outlook. | FTSE All-Share Index. Gearing contributed |
| Despite recent returns below that of the UK | 0.5% to returns over the course of the year. |
| index, we are confident that the positioning of | As the Chair has set out in her statement, the |
| the portfolio will lead to stronger returns in the | last twelve months have contributed to three |
| years ahead. | and five year returns being behind the index. |

All our energies are now focused on returning
these metrics back into positive territory.
16 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
PORTFOLIO MANAGERS’ REPORT / CONTINUED
We remain committed to a flexible and pragmatic investment contributor to performance was the position in Tesco, the
approach. Over the last year the portfolio has had a bias to leading UK supermarket that is more defensively positioned
‘quality growth’ stocks – this was born out of judgement and and which continues to gain market share through strong
was principally driven by where we find the best bottom- execution, taking advantage of distracted competitors.
up opportunities. Over the year this bias was a headwind Another more defensive company, GlaxoSmithKline (“GSK”),
to our returns relative to that of the index, even though the the global pharmaceutical business, upgraded guidance
majority of portfolio holdings have delivered strategically, during the year, reaffirmed medium term targets and
operationally and financially. There was, however, a notable appointed a new CEO, Luke Miels – a highly regarded internal
derating in a number of portfolio holdings which the market appointment. Alongside Tesco and GlaxoSmithKline, the
has, we believe erroneously, characterised as ‘Artificial other two largest contributors to relative performance were
Intelligence losers’. Alongside this were a few holdings which not owning Diageo, the global alcoholic beverages giant,
underperformed operationally which we discuss further and not owning Experian, the global credit bureau. Experian
below. Stronger performance from a number of larger value- suffered AI-induced sentiment declines, like many of its data
oriented benchmark companies in which we are underweight and analytics peers. Diageo is a company we have been
was also a headwind. As we describe later in this report, our reassessing regularly over the last two years, and one we are
investment process continues to uncover a range of different continuing to monitor closely. The shares have been weak
investment opportunities, some of which are more growth amidst a debate on whether the weak topline performance is
oriented, some of which are more value oriented and many indicative of structurally weaker alcohol demand particularly
of which most recently fall into the category of self-help in developed markets. The new CEO, Sir Dave Lewis, formerly
turnarounds. of Tesco, is set to give a strategic update later this year.
The banking sector was a strong performer in the UK market THE PORTFOLIO’S AI-EXPOSED STOCKS
last year, which was another significant factor in the portfolio’s Thematically, since late 2024, we have seen the largest
return lagging that of the index. The sector has continued to P/E multiple de-rating of capital-light companies vs
be supported by the lagged benefit from higher interest rates capital intensive companies since the global financial crisis
into net interest income (via the ‘structural hedge’ which (GFC). The capex to sales ratio in developed markets (ex-
smooths net interest income over the course of an interest technology spend) went from 7-9% pre GFC, to circa 6-7%
rate cycle), improved capital positions and continued strong post. This reduced capital intensity has shown up in areas
distributions to shareholders. NatWest, a 5.3% position in the such as the systemic underinvestment in defence, the
portfolio at the year end, had a strong rally until early 2026, outsourcing of energy sovereignty, the outsourcing of supply
subsequently giving back the outperformance, as investors chains, and outdated physical infrastructure in a number of
digested the announcement of the acquisition of Evelyn developed markets. That implicit trade-off between higher
Partners, a strategically attractive but optically expensive market free cash flow vs. ensuring security and stability has
deal. HSBC performed strongly but was a detractor for your been questioned more in recent years, particularly following
portfolio with the 2.9% position underweight compared the outbreak of the Russia-Ukraine war and the pandemic-
against the benchmark. The transformation at HSBC under induced supply chain gyrations. The value of tangible assets
the new chief executive continues with a streamlining of is being reappraised, with this process further intensified with
operations and refocus on areas of competitive advantage ongoing announcements of significant capital investments in
– notably wealth management in Hong Kong and broader AI infrastructure. It may take time to see whether the returns
Asia, and its market-leading position in the region was on these very significant AI investments justify the cost.
cemented with the acquisition of the remaining stake in Hang These emerging AI innovations have also raised concerns
Seng Bank. about the future profitability of capital light businesses. We
hold a number of these companies and they have been a
The aerospace and defence, and metals and mining sectors
drag to relative performance during the year, most notably
were standout performers in the UK market, as geopolitical
Rightmove, AutoTrader and Baltic Classifieds.
tensions rose. The holding in Anglo American, a world class
copper and iron ore miner, performed strongly with solid Rightmove is the dominant property portal in the UK, with a
operating performance, progress on the simplification of strong and well developed economic moat. With the business
the business and the announcement of a highly synergistic having essentially all the supply of available properties in the
proposed merger with Teck Resources. Another positive UK, and over 80% share of viewership, Rightmove as the
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 17
matching engine has a very powerful moat as its competitive TRANSACTIONS
advantage. We judge that AI is most likely to make the Notable purchases during the year fall into three categories:
searching and filtering process more efficient for consumers,
First, purchases of de-rated data and analytics companies
whilst Rightmove can use AI to provide higher value add
which we judge will turn out to be winners from the AI
products – rather than AI replacing the two-sided network it
evolution:
has built. However, Rightmove was also one of the holdings
which underperformed financially during the year, with its
• Softcat is a new position in the portfolio. Softcat is a
second margin reset of the last few years as the management
value-added reseller of technology to medium sized
team increase costs by investing to future-proof the platform.
companies, with exposure to more than 200 technology
vendors, and partners with companies to help them
AutoTrader is the dominant used car portal in the UK. As with
navigate an evolving technology landscape. Softcat is just
Rightmove, the platform brings together disparate pools of
the partner medium sized companies need during this rapid
buyers and sellers and that network is its economic moat.
evolution in AI and technology offerings. Softcat has an
This moat comes from the market depth, importance in the
exceptional long-term track record and is well positioned
dealer workflows, and increasingly the value added data
to benefit from continued growth in technology spending,
and services provided to the car dealers by AutoTrader.
particularly in areas such as AI, cybersecurity, and cloud
Rather than AI disintermediating AutoTrader, we think the
services. Softcat generates high returns on invested capital,
much more likely outcome is that it can use AI to enhance
is strongly cash generative, and consistently returns excess
their proposition, helping dealers improve conversion and
capital to shareholders. We believe the current valuation
productivity.
offers an attractive opportunity to initiate a position in this
Baltic is the leading online classifieds group in the Baltics, high-quality business.
which owns and operates fourteen leading vertical and
• We topped up the position in Sage. Sage develops software
generalist online classifieds portals in Lithuania, Estonia
that helps small and mid-sized businesses manage their
and Latvia. It has suffered from a similar swing in sentiment
accounting, payroll and HR processes, underpinned
and – like Rightmove – was one of the holdings which also
by a highly recurring revenue model and strong cash
underperformed operationally and financially during the
generation. The business continues to deliver consistent
year, in its case owing to short term cyclical weakness in the
growth, driven by its transition to cloud and increasing
Estonian car market.
adoption of AI-enabled solutions, which are enhancing
The Company’s revenue return per share rose from 25.0p customer productivity and supporting pricing and upsell
to 26.6p, an increase of 6.3%. Top line revenues were opportunities. We believe Sage is well positioned to
£40.8m, and the portfolio yield is 3.2%. The underlying cash sustain attractive growth and margin expansion, with AI
generation of the portfolio remains strong, with an increasing innovation and a large installed base providing a durable
number of companies embracing the flexibility of share competitive advantage.
buybacks to return capital to shareholders. We calculate
• We also added to London Stock Exchange Group (“LSEG”)
the ‘share buyback yield’ of the portfolio over the year to
and RELX. Both are leading providers of data and analytics
have been 2.3%, which represents a significant additional
tools within their respective industries, with a high
return of capital, even though it does not affect the numbers
proportion of recurring subscription based revenues and
immediately above. Looking ahead, the portfolio’s weighted-
strong cash generation which they are using to buy back
average estimated dividend growth remains in mid-high
shares at what they judge to be attractive valuations; we
single digits which should support the Company’s objective
agree.
of growing the dividend per share in excess of UK inflation.
18 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
PORTFOLIO MANAGERS’ REPORT / CONTINUED
Second, additions to existing positions in specialised peak levels. Meanwhile, the roofing business continues to
instrumentation companies experiencing short term cyclical perform extremely well and is one of the best performing
weakness in end markets, and so providing opportunities businesses in the industry. There is huge earnings recovery
to buy shares at attractive valuations in these long-term potential for the business with volumes close to all-time
structural winners: lows and an attractive valuation, alongside a self-help
turnaround with a new chief executive focused on cost
• Oxford Instruments is a leading player in high-end scientific
cutting and realigning the product offering to more closely
instruments. It is a high quality, differentiated business
match customer requirements.
exposed to structural growth drivers such as healthcare
R&D, and a self-help opportunity in moving their Advanced • Ibstock is the UK market leader in brick manufacturing.
Technologies division from a low single digit margin Brick market volumes are down around 30% from their peak
towards the medium term target for the division of 10-12% and profits down around 50% - there is significant earnings
operating margins. Like other scientific instrumentation recovery potential here given the operating leverage in
companies, it has suffered some cyclical headwinds more the business. With its recent capex cycle ending, Ibstock
recently but we think the medium-term opportunity is very should become increasingly cash generative, and recent
attractive. share price weakness due to concerns on market volumes
in the short-term provided an attractive entry point.
• Renishaw is a world-leading engineering company
specialising in precision measurement. The business is Notable sales during the year included Thermo Fisher
exposed to structurally growing end-markets such as Scientific, the global leader in life sciences tools and
robotics & automation, semiconductors and electronics. services. The shares recovered strongly as the academic
These end-markets can be cyclical and this has weighed research end markets in the US have held up better than
on the company’s sales and profitability. However, we expected and there had been a cyclical recovery in some
believe these markets remain attractive longer-term and of their other markets. Following the share price recovery
short-term uncertainty has enabled us to add to the and significant valuation rerating we exited the position
position in a world-class company. to redeploy capital into more attractive opportunities.
We exited the position in BAE Systems, one of the leading
Finally, purchases of Marshalls and Ibstock: cyclically
global defence contractors. We sold as we felt the positive
depressed and lower valuation multiple UK construction and
outlook for higher defence budgets was largely reflected in
RMI (repair, maintenance, improvement) exposed businesses
the share price following a period of re-rating, with some
– and both going through turnarounds. These are new
risk that spending would be more back-end loaded than
positions in the portfolio, are naturally higher risk investments
the market expected. Finally, we trimmed the position in
and have been sized accordingly, both presenting attractively
Whitbread, the UK’s leading value hotel operator through its
skewed risk-reward profiles.
Premier Inn brand. While trading has remained depressed
but not worsening, and cost efficiencies have improved,
• Marshalls is a UK manufacturer of landscaping, building
uncertainty around the medium term cost impact of higher
and roofing products. Landscaping volumes are down
business rates impacting cost inflation has increased the
over 30% from their peak and profits are almost 80%
range of outcomes and lowered our conviction. We have
down - there is significant recovery potential within
therefore reduced our position to redeploy capital where
the division. The building products division also offers
the risk-reward range is more attractive.
recovery potential, with volumes down around 25% from
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 19
CURRENT SHAPE OF THE PORTFOLIO
Portfolio construction is an important part of our process. We aim to build a portfolio of around 40-50 idiosyncratic
investment opportunities across the style spectrum, to form a portfolio that is economically and thematically well
diversified. The current themes and economic diversification within the portfolio are shown below:
Thematic diversification
UNDERVALUED GROWTH MARKET CHAMPIONS SUPPLY SIDE SHIFTS DATA & ANALYTICS
## 12%
QUALITY COMPOUNDERS CYCLICALLY LOW EARNINGS
## 16%
STRATEGIC TRANSFORMATION & TURNAROUNDS
## 22% 19% 13% 12% 6%
Source: Liontrust, 31.03.26. All use of company logos, images or trademarks in this presentation are for reference purposes only
Economic diversification
CONSUMER FINANCIALS DATA COMMODITIES HEALTH CARE INDUSTRIALS DEFENSIVES
## 8% 16% 19% 12% 17% 11% 19%
Source: Liontrust, 31.03.26, ex Cash, example stocks. All use of company logos, images or trademarks in this presentation are for reference purposes only
20 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
PORTFOLIO MANAGERS’ REPORT / CONTINUED
Over the course of the year we made incremental Renishaw
adjustments to the portfolio’s style positioning, increasing Renishaw’s Miskin manufacturing facility in South Wales is one
exposure to the value part of the market principally through of its core production sites. A consistent theme throughout
gentle increases to more cyclically depressed companies the visit was the strength of Renishaw’s innovation and how
presenting turnaround opportunities such as Marshalls and this is embedded within both its products and manufacturing
Ibstock, and additions to Lloyds Bank and HSBC where processes. During the site tour, Renishaw demonstrated how
we have seen opportunities. While we currently retain a use of its own metrology equipment and software enables
quality-growth bias in the portfolio, we have found more closed-loop manufacturing, where inspection and calibration
opportunities recently in the ‘value’ part of the equity market data feed directly into machine settings in real time. This
principally through our bottom-up research. Our investment enhances precision and productivity, while also providing
approach continues to yield opportunities across the style direct insight into customer challenges, supporting ongoing
spectrum. If the economic weather is a little more difficult, we product development.
are confident that the vast majority of portfolio holdings will
Overall, the visit reinforced our conviction that Renishaw
deliver attractive profit growth and strong cashflows.
is a world-leading innovation-led business. While
ENGAGEMENT end-markets remain cyclical, the strength of its technology
Among the company site visits during the year there are and product offering positions the company well to benefit
three which stand out, a visit to a new position in the portfolio when demand recovers, supporting a compelling long-term
Ibstock a leading brick manufacturer, a visit to Renishaw a investment case.
position we have added to during the year, and a visit to a
Howdens
longer standing position in the portfolio – Howdens, the UK
We visited a local depot in York alongside one of Howdens’
market leading trade only kitchen supplier. We have also
core manufacturing sites in Howden itself, which also houses
updated our investment thesis on the main UK banks during
its kitchen showroom/expo. The visit highlighted both the
the course of the year.
scale of operational investment and the strength of Howdens’
Ibstock integrated supply chain model.
We visited Ibstock’s Atlas site, a newly developed factory
At the manufacturing site, the level of investment in automation
near Birmingham. The visit highlighted a step-change
and capacity was notable. The business continues to invest
in manufacturing capability, alongside management’s
heavily to improve efficiency, capacity and consistency,
strategy to drive lower costs, higher margins and improved
reinforcing its position as a scaled, vertically integrated
sustainability through targeted investment. Atlas represents
operator. This is further supported by ongoing expansion,
a £75m investment and is designed to produce c.105m bricks
with the site increasing from c.80 acres to 100 acres, signalling
(c.11% of group capacity). The site sits at the bottom of
confidence in long-term demand and a clear focus on future-
the cost curve, and importantly, this is not just incremental
proofing the business. Overall, the visit reinforced our view
capacity, but a structural improvement in how bricks are
that Howdens’ logistics and manufacturing capabilities are
manufactured. A key part of our investment thesis is that
best-in-class, and that continued investment in these areas
Ibstock is now coming off a heavy capex cycle and is well
is widening its economic moat. The model enables superior
positioned to deliver margin expansion and free cash flow as
availability, supports depot expansion (including smaller
volumes recover. While near-term demand remains subdued,
urban sites), and drives strong customer loyalty among
the visit reinforced our view that the business has materially
tradespeople.
upgraded its asset base. As volumes normalise, this should
drive a meaningful improvement in profitability, supporting
a stronger through-cycle margin profile and cash generation.
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 21
## We expect the Company’s borrowing,
## after adjusting for its fair value cost,
## to be additive to returns over the
## long term.
UK Banks Reflecting our short term market caution, reflected in a
We met with the UK banks multiple times during the year to quality and defensive tilt to the portfolio, we believe the
understand and appraise topics including: modest net gearing level of 5.8% is currently appropriate. We
keep the level under review, with our market expectations
• The durability of the positive momentum at NatWest (as
and the cost of debt feeding into this process.
noted earlier, a 5.3% position at the year end) and the
evolution of the wealth and mass affluent strategy, most Whilst we are primarily bottom up stockpickers, we
recently with the acquisition of Evelyn Partners; recognise that companies do not operate in a vacuum. We
need to take into account the macroeconomic backdrop.
• How the bancassurance model has evolved and how
We generate our macroeconomic insights principally from
Lloyds (a 2.4% position) is strategically placed as the only
the micro – the individual companies. This ‘macro from the
bancassurer in the UK;
micro’ intelligence-seeking part of our process – learning
• The sustainability of the wealth flows at HSBC (a 2.9% about the macroeconomic environment from the wide
position), the recently completed Hang Seng acquisition, range of companies that we meet – is giving us mixed
and credit impairments in the Hong Kong loan book; signals. It remains a difficult operating environment and
the outlook is tough to predict given the macroeconomic
• How Barclays is approaching refocusing on growth in the
and geopolitical risks on the horizon. To navigate this
UK and private credit exposure.
environment, we believe the investment trust structure
These reviews have seen us add to the positions in Lloyds is the ideal vehicle: a stable pool of capital, the ability
Bank and HSBC and retain our conviction in NatWest. to smooth dividends, and a structure that supports
long-term patient thinking to deliver attractive returns over
OUTLOOK: REFLECTIVE NOT REFLEXIVE
the long term.
PORTFOLIO MANAGEMENT
Given the very volatile market conditions and wider range
of short to medium term outcomes than we have seen for
IMRAN SATTAR
some time, we think this calls for a more balanced style of
PORTFOLIO MANAGER
portfolio in the immediate future, whilst remaining quality
growth biased given the risks in the broader environment.
EMILY BARNARD
To this end we have been using recent volatility to gently
DEPUTY PORTFOLIO MANAGER
add to positions in companies we think are very well placed
over the long term but may be experiencing short term 20 MAY 2026
share price weakness, such as HSBC, Lloyds, Sage, and
Spirax. Our resolute focus remains on owning a collection
of businesses we think are well placed to deliver over the
next five years, with share prices that provide attractive
risk-reward skews across the style spectrum.
22 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
## The Portfolio Managers’ Investment Principles
## Our competitive edge rests on the combination of our Global Fundamental
## team’s experience and our flexible investment process, which delivers a
## differentiated and diversified portfolio of listed equities.
ACTIVE MANAGEMENT TOTAL RETURN STRATEGY
Stock-driven. Share prices follow fundamentals over the long A focus on both capital growth and income. We take a total
term. Through our proven investment approach, we expect return approach: investor returns should derive over the long
to outperform over the long term, net of fees. term from both capital appreciation and dividend income.
We generally prefer companies with organic investment
High conviction portfolio. We expect the portfolio to contain
opportunities but will sometimes hold companies with
around 40 to 50 stocks. Holdings sizes reflect the conviction
acquisitive profiles. Either way, companies with growth
we have in each company and our assessment of the upside
tailwinds are preferred. We view income as an important
and downside potential of its share price.
component rather than the primary driver of investment
return. This aligns with the Company’s twin objectives.
Risk. We think of risk as permanent capital loss. To mitigate
this, our analysis of a company’s valuation is the first line of
LONG TERM
defence. Our risk management process combines our depth
Typical holding period of three to five years. This is an
of knowledge of the stocks in the portfolio, plus separate
appropriate period to ensure that underlying corporate
oversight by Liontrust’s Portfolio Risk Committee.
fundamentals drive investment returns. It is therefore also a
sensible period over which to measure an active manager.
FLEXIBLE INVESTMENT STYLE
Open-minded approach. We do not have dogmatic style
Gearing should enhance shareholder returns. One of the
biases, such as ‘growth’ or ‘value’. We are also prepared
advantages of an investment trust is the ability to borrow
to invest in companies that we identify as having scope
to enhance equity returns. We expect gearing to boost
for recovery through management change, business
investment returns over time.
transformation or an improving business environment. We
expect the profile of the portfolio to evolve depending on CAPACITY MANAGEMENT
our assessment of individual companies and our reading of Scale diseconomies. In our view, investment performance
the economic and market background. can rapidly suffer if assets under management become
too large. We carefully manage capacity to ensure that the
Disciplined, rigorous, fundamental research. In keeping with
interests of existing clients take precedence over new clients.
the stock-driven nature of the portfolio, the vast majority
The approach ensures we retain a size advantage. It enables
of our effort takes the form of in-depth stock research.
us to reposition the portfolio – and those of all our other
The remainder is spent on macroeconomic analysis.
clients – quickly and efficiently when required.
Materiality assessment is a core part of the investment
DEEP INVESTMENT RESOURCE WITH GLOBAL
process. As part of the investment process, we identify and
PERSPECTIVE
prioritise the key risks and opportunities that each holding
A close-knit investment team. Average experience of the
(or potential holding) faces over our investment time
investment team is 12 years. The team has been stress-
horizon. Some of these have financial implications for the
tested across various market cycles. The team members
portfolio’s holdings and, as such, we engage each holding on
own Liontrust equity and co-invest in the team’s investment
its key issues or exposures. The outcomes from our in-depth
strategies, including The Edinburgh Investment Trust, which
analysis and engagement help form our conviction level and
in turn underpins teamwork and collaboration.
investment decisions.
Challenge and debate. This is encouraged within a structured
risk control environment, with robust oversight processes.
THE EDINBURGH INVESTMENT TRUST PLC ► STRATEGIC REPORT ► 23

# Business Review

## STRATEGY AND BUSINESS MODEL

The Edinburgh Investment Trust plc is an investment company and its investment objective and investment policy are set out on pages 2 to 4. The strategy the Board follows to achieve that objective is to set investment policy and risk guidelines, including investment limits, and to monitor how they are applied. These are also set out below and have been approved by shareholders.

The business model the Company has adopted to achieve its investment objective has been to contract the services of the Manager to manage and administer the portfolio in accordance with the Board's strategy and under its oversight. The Portfolio Manager with lead individual responsibility for the day-to-day management of the portfolio is Imran Sattar and the Deputy Portfolio Manager is Emily Barnard. Imran Sattar and Emily Barnard took on these new roles on 6 February 2024.

In addition, the Company has contractual arrangements with MUFG Corporate Markets to act as registrar, The Bank of New York Mellon (International) Limited as depositary and custodian, and NSM Funds (UK) Limited to act as Company Secretary.

## RESULTS AND DIVIDENDS

At the year end the share price was 773.00p per ordinary share (2025: 740.00p). The net asset value (debt at fair value) per ordinary share was 846.04p (2025: 817.16p).

The Directors declared a third interim dividend for the year ended 31 March 2026 of 8.40 pence per ordinary share (2025: 7.50 pence), an increase of 12.5% compared with each of the first two interim dividends. This dividend is payable on 22 May 2026 to ordinary shareholders on the register on 1 May 2026. The shares were quoted ex-dividend on 30 April 2026.

The Board is recommending a final dividend of 8.40 pence per share which is the same as the third interim dividend declared last month, implying a full year payout of 32.00 pence per share. This represents an increase of 11.1% compared with the total underlying ordinary dividends paid for the financial year to 31 March 2025.

Subject to approval at the Company's AGM, the dividend will have an ex-dividend date of 4 June 2026 and will be paid on 24 July 2026, to shareholders on the register at 5 June 2026.

## PERFORMANCE

The Board reviews the Company's performance by reference to a range of key measures, which are shown on page 1 under "Annual results at a Glance" and the Directors' Report on page 48. They are measures of the Company's absolute and relative performance and assist in managing performance and are reviewed by the Board at each meeting.

The Chair's Statement on pages 10 to 13 gives a commentary on the performance of the Company during the year, the gearing and the dividend.

The Board reviews an analysis of expenditure at each Board meeting, and the Audit and Management Engagement Committees formally review the fees payable to the main service providers, including the Manager, on an annual basis.

The ongoing charges figure is calculated in accordance with the AIC methodology and is reviewed by the Board annually in comparison to peers.

The Board also regularly reviews the performance of the Company in relation to the 17 investment trusts in the UK Equity Income sector (including the Company). As at 31 March 2026 the Company was ranked 15th by NAV performance in this sector over one year, 7th over three years and 5th over five years (source: Winterflood).

## OUTLOOK, INCLUDING THE FUTURE OF THE COMPANY

The main trends and factors likely to affect the future development, performance and position of the Company's business can be found in the Portfolio Managers' Report. Details of the principal risks affecting the Company can be found on pages 27 to 31.

## FINANCIAL POSITION AND BORROWINGS

The Company's balance sheet on page 67 shows the assets and liabilities at the year end. Borrowings at the year ended 31 March 2026 comprised £120 million of Unsecured Senior Loan Notes (2025: £120 million).
24 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC

# BUSINESS REVIEW / CONTINUED

# **PERFORMANCE ATTRIBUTION**

The following table illustrates the differing contributions to NAV excess returns, split between underlying stock selection and other factors such as gearing, costs and share buybacks.

|   | for the year ended 31 March 2026 % | for the year ended 31 March 2025 %  |
| --- | --- | --- |
|  **Total Return Basis^{(1)}** |  |   |
|  NAV (debt at fair value) | 7.2 | 8.3  |
|  Benchmark | 21.5 | 10.5  |
|  Relative performance | -14.3 | -2.2  |
|  **Analysis of Relative Performance** |  |   |
|  Portfolio total return | 6.6 | 7.3  |
|  Benchmark total return^{(1)} | 21.5 | 10.5  |
|  Portfolio outperformance [A] | -15.0 | -3.2  |
|  Borrowings: |  |   |
|  Net gearing effect | 0.6 | 0.8  |
|  Interest | -0.2 | -0.3  |
|  Market value movement | 0.1 | 0.6  |
|  Management fee | -0.4 | -0.4  |
|  Other expenses | -0.1 | -0.1  |
|  Tax | 0.0 | 0.0  |
|  Share buybacks | 0.7 | 0.4  |
|  Subtotal [B] | 0.7 | 1.0  |
|  Relative performance [A+B] | -14.3 | -2.2  |

$^{(1)}$ LSEG Data & Analytics.

**Performance attribution** – analyses the performance of the Company relative to its benchmark. The Analysis of Relative Performance estimates the quantum of relative performance that is attributable to each of the factors set out in this table. The table is intended to be indicative rather than precise; the accuracy of each estimate is determined by a variety of factors such as the volatility of investment returns over the year and intra-month, and the timing of income receipts and expenditure payments.

**Relative performance** – represents the arithmetic difference between the NAV and benchmark returns.

**Portfolio total return** – represents the return of the holdings in the portfolio including transaction costs, cash and income received, but excluding expenses incurred by the Company.

**Net gearing effect** – measures the impact of the unsecured senior loan notes and cash on the Company's relative performance. This will be positive if the portfolio has positive capital performance and negative if capital performance is negative.

**Interest** – interest payable on the unsecured senior loan notes has a negative impact on performance.

**Market value movement** – represents the change in market value of the Company's borrowings, measured to the end of the financial year or maturity from the start of the financial year or issuance, each as appropriate.

**Management fee** – the fee reduces the Company's net assets and decreases returns.

**Other expenses and tax** – reduce the level of assets and therefore result in a negative effect on relative performance.

**Share buybacks** – measures the effect of ordinary shares bought back at a discount to net asset value on the Company's relative performance. Where shares are bought back at a discount, the transaction is generally NAV accretive, as the Company is effectively acquiring its underlying portfolio for less than its NAV and reducing the number of shares in issue, which increases NAV per share.
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT ^{}[] 25

# Investments in Order of Valuation

AT 31 MARCH 2026

## UK LISTED ORDINARY SHARES UNLESS OTHERWISE STATED

|  Company | Sector | At Market Value £'000 | % of Portfolio  |
| --- | --- | --- | --- |
|  Shell | Oil, Gas and Coal | 82,426 | 7.1  |
|  Haleon | Pharmaceuticals and Biotechnology | 69,438 | 5.9  |
|  GSK | Pharmaceuticals and Biotechnology | 67,283 | 5.8  |
|  NatWest | Banks | 62,368 | 5.3  |
|  Unilever | Personal Care, Drug and Grocery Stores | 58,270 | 5.0  |
|  National Grid | Gas, Water and Multi-utilities | 57,720 | 4.9  |
|  AstraZeneca | Pharmaceuticals and Biotechnology | 55,641 | 4.8  |
|  Anglo American | Industrial Metals and Mining | 51,466 | 4.4  |
|  Rentokil | Industrial Support Services | 45,340 | 3.9  |
|  Compass | Consumer Services | 41,185 | 3.5  |
|  **TOP TEN HOLDINGS** |  | **591,137** | **50.6**  |
|  Dunelm | Retailers | 38,154 | 3.3  |
|  London Stock Exchange Group | Finance and Credit Services | 37,205 | 3.2  |
|  HSBC | Banks | 34,069 | 2.9  |
|  Spirax | Industrial Engineering | 33,903 | 2.9  |
|  RELX | Media | 31,968 | 2.7  |
|  Sage | Software and Computer Services | 30,997 | 2.7  |
|  Grainger | Real Estate Investment and Services | 30,017 | 2.6  |
|  Lloyds Bank | Banks | 28,292 | 2.4  |
|  Greggs | Personal Care, Drug and Grocery Stores | 26,570 | 2.3  |
|  Softcat | Computer Services | 23,689 | 2.0  |
|  **TOP TWENTY HOLDINGS** |  | **906,001** | **77.6**  |
|  Auto Trader | Software and Computer Services | 20,185 | 1.7  |
|  Rightmove | Real Estate Investment and Services | 18,891 | 1.6  |
|  Whitbread | Travel and Leisure | 17,845 | 1.5  |
|  Rotork | Electronic and Electrical Equipment | 16,714 | 1.4  |
|  Tesco | Personal Care, Drug and Grocery Stores | 16,502 | 1.4  |
|  Admiral | Non-Life Insurance | 15,863 | 1.4  |
|  Baltic Classifieds | Software and Computer Services | 15,728 | 1.4  |
|  Halma | Electronic and Electrical Equipment | 15,290 | 1.3  |
|  Verisk - US Listed | Industrial Support Services | 14,972 | 1.3  |
|  KONE - B shares - Finnish Listed | Industrial Engineering | 14,043 | 1.2  |
|  **TOP THIRTY HOLDINGS** |  | **1,072,034** | **91.8**  |
|  Money Supermarket | Software and Computer Services | 13,601 | 1.2  |
|  Trainline | Travel and Leisure | 11,057 | 1.0  |
|  Marshalls | Construction and Materials | 10,796 | 0.9  |
|  Diploma | Industrial Support Services | 10,287 | 0.9  |
|  Oxford Instruments | Electronic and Electrical Equipment | 8,504 | 0.7  |
|  Ibstock | Construction and Materials | 7,213 | 0.6  |
|  3i | Investment Banking and Brokerage Services | 7,181 | 0.6  |
|  Renishaw | Electronic and Electrical Equipment | 6,816 | 0.6  |
|  Ashmore | Financial Services | 6,744 | 0.6  |
|  Howden Joinery | Retailers | 6,023 | 0.5  |
|  **TOP FORTY HOLDINGS** |  | **1,160,256** | **99.4**  |
|  Segro | Real Estate Investment Trusts | 4,935 | 0.4  |
|  AJ Bell | Investment Banking and Brokerage Services | 2,358 | 0.2  |
|  Eurovestech (UQ) | Investment Banking and Brokerage Services | - | -  |
|  Raven Property (S) - Preference shares | Real Estate Investment and Services | - | -  |
|  **TOTAL HOLDINGS 44 (31 MARCH 2025: 45)** |  | **1,167,549** | **100.0**  |

UQ - Unquoted investment

S - Delisted
26 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
## Portfolio Analysis
Analysis of Portfolio by Industry
At 31 March 2026 and 2025
30%
2026 2025
25%
20%
15%
10%
5%
0%
Financials Consumer Consumer Industrials Basic Energy Real EstateUtilitiesTechnology Health
Care Discretionary Staples Materials
Comparison of Portfolio to FTSE All-Share Index by Industry
At 31 March 2026
30%
Portfolio FTSE All-Share Index
25%
20%
15%
10%
5%
0%
Health Financials Real EstateUtilitiesTechnology Tele- Consumer Consumer IndustrialsBasic Energy
communications Care Discretionary Staples Materials
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 27
## Principal Risks and Uncertainties
RISK MANAGEMENT AND MITIGATION The principal risks and uncertainties facing the Company are
The Manager (‘AIFM’) is responsible for the portfolio an integral consideration when assessing the operations in
management of the Company and for exercising the risk place to meet these objectives, including the performance
management function in respect of the Company. As part of the portfolio, share price and dividends. The Board is
of this risk management function, the AIFM maintains a ultimately responsible for the risk control systems, but the
risk control summary of identified risks including emerging day-to-day operation and monitoring are delegated to the
risks likely to impact the Company. This is updated regularly, Manager. The Board has carried out a robust assessment
following discussions with the Manager and highlighted to of the principal and emerging risks facing the Company,
the Board. including those that would threaten its business model,
future performance, solvency or liquidity. The following sets
The Board, through the Audit Committee and with the
out a description of the principal and emerging risks and how
assistance of the Manager, regularly reviews a report of
they are being managed or mitigated.
potential risks to the Company in the form of a risk control
summary. The document includes a description of each MARKET RISK
identified risk, the mitigating action taken, reporting and All the Company’s investments are traded on recognised
disclosure to the Board and an impact and probability risk stock exchanges, bar a very small number that have delisted
rating. The rating is given both prior to and after the Board’s or suspended since purchase. The principal market risk for
mitigation of each risk. The information is then displayed in investors in the Company is a significant fall in, or a prolonged
matrix form which allows the Board to identify the Company’s period of weakness across equity markets. The value of
key risks. As the changing risk environment in which the the Company’s investments and the income derived from
Company operates has evolved, the total number of risks has them are influenced by a wide range of external factors,
fluctuated, with certain risks having been removed and new including economic conditions, interest rates, inflation,
risks added with emerging risks actively discussed as part of currency movements, commodity and energy prices,
this process and, so far as practicable, mitigated. investor sentiment, and changes in government policy and
regulation. Market conditions can also be materially affected
As part of the risk review, the Audit Committee considered the
by geopolitical events (including the ongoing wars in
challenging global economic and geopolitical environment
Ukraine and the Middle East together with wider geopolitical
including, but not limited to, the continuing effects of global
tensions), sanctions regimes, public health events, and
trade tariffs, armed conflicts, climate change, inflation and
changes to global trade policy (including the introduction or
interest rates. Particular attention was also given to risks
escalation of tariffs).
arising from minority activist shareholder concentration, the
Company’s performance and broader market volatility. These factors are outside the control of the Board and the
Manager and may give rise to increased volatility in the prices
Furthermore, the risk control summary underpins the Company’s
of investments held by the Company. The asset value and
preparation for the revised AIC Code, which requires boards to
price of the Company’s shares and its earnings and dividends
make a declaration of the effectiveness of the material controls
may consequently also experience volatility and may decline.
at the balance sheet date, which applies to accounting periods
Movements in interest rates, inflation and exchange rates can
beginning on or after 1 January 2026. This particularly supports
further affect returns and may contribute to a reduction in
the new Provision 34 of the AIC Code which ensures the Board
the Company’s NAV.
has established and maintains procedures to manage risk,
oversee the internal control framework and identify any material Market risk is monitored through the risk control summary
controls which have not operated effectively, identifying both prepared by the Manager and reviewed by the Board at each
actions and improvements. meeting. In addition, the Board receives regular reporting on
portfolio performance and positioning at each meeting, and
The composition of the Board is regularly reviewed to ensure
the Manager monitors market developments and portfolio
its members offer sufficient knowledge and experience to
exposures on an ongoing basis, positioning the portfolio for
assess, anticipate and mitigate these risks, as far as possible.
medium to long-term returns.
28 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
INVESTMENT RISK receives reports on the performance of the portfolio and on
The Board sets investment policy and risk guidelines, compliance with the Company’s investment policy guidelines
together with investment limits, and monitors adherence from the Manager’s risk and compliance department at each
to these at each Board meeting. All individual investment meeting. As part of an annual assessment, the Board reviews
decisions are undertaken by the Portfolio Managers. The the performance of the Manager and the management
Portfolio Managers’ approach is to construct a portfolio which contract at the Management Engagement Committee
should benefit from expected future trends in the UK and meeting.
global economies. The Portfolio Managers take a long-term
The Board also reviews the annual depository report and
investment approach, and are prepared to take substantial
report from the compliance department of the Manager and
positions in securities across a range of different types of
any breaches of the investment policy, limits or guidelines
stock. This reflects the Portfolio Managers’ high conviction,
are reported immediately to the Board and Audit Committee
stock-driven investment process and total return approach.
Chairs.
Strategy, asset allocation and stock selection decisions by
the Portfolio Managers can lead to underperformance of the
Investment risk is increased through the Company’s
portfolio relative to the benchmark and/or income targets.
borrowing, namely the £120m Unsecured Senior Loan Notes.
This facilitates additional investment exposure than would be
The Portfolio Managers’ style may result in a concentrated
the case for an unleveraged portfolio; if the investments fall in
portfolio with significant overweight or underweight
value, this will increase the adverse impact on performance.
positions in individual stocks or sectors compared to the
On a regular basis the Board monitors the appropriateness
benchmark and, consequently, the Company’s performance
of gross and net gearing levels, and the amount of headroom
may deviate significantly, possibly for extended periods,
above minimum NAV levels as agreed with the lenders.
from that of the benchmark. In a similar way, the Portfolio
Managers manage other portfolios, holding many of the
INCOME/DIVIDEND RISK
same stocks as the Company which reflects the Portfolio
The Company is subject to the risk that income generation
Managers’ high conviction style of investment management.
from its investments fails to reach the level of income
This could increase the liquidity and price risk of certain
required to meet its objectives.
stocks under certain scenarios and market conditions.
However, the Board and the Portfolio Managers believe The Board monitors this risk through the review of detailed
that the investment process and policy outlined above income and dividend forecasts and comparison against
should, over the long term, meet the Company’s objectives. budget. These forecasts form part of the Board papers
Investment selection is delegated to the Portfolio Managers. and are considered at each Board meeting, and are also
The Board does not specify asset allocations. Information reviewed at relevant Committee meetings when dividend
on the Company’s performance against the benchmark recommendations are being assessed. The Board also takes
and peer group is provided to the Board at each Board into account the size of the Company’s accumulated income
meeting. The Board uses this to review the performance of and capital reserves which can be used to supplement
the Company, taking into account how performance relates dividends when income levels alone do not cover the
to the Company’s objectives. The Portfolio Managers are proposed dividend payments. These reserves are currently
responsible for monitoring the portfolio selected and seek to being used to support the dividend and, given the underlying
ensure that individual stocks meet an acceptable risk-reward income characteristics of the portfolio, the Board expects that
profile. There is also independent oversight of the portfolio reserves will continue to play a role in supporting dividends
and Company’s asset structure by the Liontrust Investment for the foreseeable future, while keeping the sustainability of
Risk team and the Liontrust Portfolio Risk Committee. distributions under close review.
As described in the investment policy, derivatives may be Subject to shareholder approval at the AGM, the Board
used provided that the market exposure arising is less than intends to move to the payment of four interim dividends
25% of the value of the portfolio. each year, broadly evenly spaced, to provide shareholders
with a more consistent income profile. If approved, the
Investment performance risk is included in the risk control
Board will continue to review the Company’s overall dividend
summary report that is prepared by the Manager and
policy annually and will seek shareholder approval at each
reviewed by the Board at each meeting. The Board also
subsequent AGM.
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 29
DISCOUNT RISK that clearly define roles, responsibilities and performance
The share price is monitored on a daily basis and, at the standards. Each of the contracts were entered into after full
request of the Board, the Company is empowered to and proper consideration of the quality and cost of services
repurchase shares within agreed parameters which are offered, including the financial control systems in operation in
regularly reviewed with the Company’s Broker. The discount so far as they relate to the affairs of the Company.
at which the shares trade to NAV can be influenced by share
The Board and its Committees regularly review the
repurchases. During the year, the Company repurchased
performance of all key service providers, supported by
12,668,000 shares for holding in treasury (2025: 7,170,500).
periodic reporting, controls assurance, and compliance
Risk management activity includes systematic reviews of the attestations. This reporting covers such matters as business
investment objective and investment strategy and regular resilience, cyber security risk and data, as well as additional
dialogue with shareholders and marketing activities. matters that are subject to review as part of the annual
audit of the Company. Policies and procedures are reviewed
Share price and discount risk is included in the risk control
regularly, with any exceptions or incidents reported promptly
summary report that is prepared by the Manager and
to the Board. All key service providers produce annual internal
reviewed by the Board at each meeting. In addition, the
control reports for review by the Audit Committee. The Audit
Board monitors the Company’s investment performance
Committee oversees the effectiveness of internal controls
against its stated objectives and peer group and reviews the
and risk management systems, including third-party controls,
marketing report at every Board meeting.
and ensures that appropriate escalation, remediation and
assurance processes are in place. This framework enables the
CORPORATE GOVERNANCE AND INTERNAL
Board to monitor risks on an ongoing basis and take timely
CONTROLS RISK
action where necessary.
The Board has delegated to third-party service providers
the management of the investment portfolio, depositary and
Investment trust status is assessed by the Manager, reviewed at
custody services (including the safeguarding of the assets),
every Board meeting and confirmed by the Audit Committee
registration services, accounting and company secretarial
and HMRC annually. Taxation matters are dealt with by
services. Details of the Company’s principal service providers
independent accountants, with oversight from the Board.
are set out in the Directors’ Report.
RELIANCE ON THE MANAGER AND OTHER THIRD-
The principal risks arising from these arrangements relate
PARTY PROVIDERS RISK
to the allocation of the Company’s assets by the current
The Company is reliant upon the performance of third-party
Investment Manager and the effective and professional
service providers for its executive function and other service
delivery of administrative, registration, banking, depositary
provisions. The Company’s most significant contract is with
and custodial services. A failure in these areas could result
Liontrust Fund Partners LLP who have been appointed as
in adverse outcomes including loss of assets, inadequate
the Company’s AIFM. The Company has other contractual
returns to shareholders and potential loss of the Company’s
arrangements with third parties to act as administrator,
investment trust status. In addition, cyber security risks
company secretary, registrar, depositary and broker. The
could lead to breaches of confidentiality, compromised
Company’s operational structure means that all cyber risk
data integrity and disruption to investment decision-making
(information and physical security) arises at its third-party
processes. Failures in physical security could result in damage
service providers, including fraud, sabotage or crime against
to or loss of equipment, with consequential operational and
the Company. Failure by any service provider to carry out its
financial impacts on the Company. Consequently, in respect
obligations to the Company in accordance with the terms of
of these activities, the Company is dependent on Liontrust’s
its appointment could have a materially detrimental impact
control systems and those of its administrator, depositary,
on the operation of the Company and could affect the ability
custodian and registrar.
of the Company to pursue successfully its investment policy
and expose the Company to risk of loss or to reputational risk.
The Board manages corporate governance and internal control
risks, including those identified in the preceding paragraph,
In particular, the Manager performs services which are
through a structured framework of oversight, delegation and
integral to the operation of the Company. The Manager may
assurance. Service providers are appointed following due
be exposed to the risk that litigation, misconduct, operational
diligence and operate under formal contractual arrangements
failures, negative publicity and press speculation, whether or
30 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
PRINCIPAL RISKS AND UNCERTAINTIES / CONTINUED
not it is valid, will harm its reputation. Any damage to the geographically, which should limit the impact of location-
reputation of the Manager could result in counterparties and specific weather events.
third parties being unwilling to deal with the Manager and by
Climate change related risks are regularly monitored by the
extension the Company. This could have an adverse impact
Manager and reviewed by the Board as required, together
on the ability of the Company to pursue its investment policy.
with any new guidance. The Company does not adopt a UK
The Board seeks to manage these risks in a number of ways: Sustainability Disclosure Requirements (SDR) investment
label, as it does not pursue specific sustainability objectives
• The Company Secretary reviews the performance and the
aligned with the four SDR categories. However, ESG
service organisation control reports of third-party service
considerations are integrated into the investment process.
providers and reports to the Board on an annual basis at
the Audit Committee meeting. OTHER RISKS
The Company is subject to laws and regulations by virtue of
• The Board reviews the performance of the Manager at
its status as an investment trust and is required to comply
every Board meeting and otherwise as appropriate. The
with certain regulatory requirements that are applicable to
Board has the power to replace the Manager and reviews
listed closed-ended investment companies. The Company
the management contract formally once a year.
is subject to the continuing obligations imposed by the UK
• The day-to-day management of the portfolio is the Listing Authority on all companies whose shares are listed on
responsibility of the named Portfolio Managers. the Official List.
• The risk that the Portfolio Manager might be incapacitated
The Manager reviews compliance with investment trust tax
or otherwise unavailable is mitigated by the fact that he
conditions and other financial and regulatory requirements
works within, and is supported by, the wider Liontrust team.
on a daily basis with any issues being immediately brought
Moreover, Emily Barnard, as Deputy Portfolio Manager,
to the attention of the Board.
works closely with Imran on a daily basis and would be
able to manage the portfolio if Imran Sattar was unable to The Company may be exposed to other business, strategic
do so for any reason. and political risks in the future, as well as regulatory risks
(such as an adverse change in the tax treatment of investment
• The Board has set guidelines within which the Portfolio
companies), credit, liquidity and concentration risks. The
Managers are permitted wide discretion. Any proposed
risk control summary report allows the Board to consider all
variation outside these guidelines is referred to the Board
these risks, the measures in place to control them and the
and compliance with the guidelines and the guidelines
possibility of any other risks that could arise.
themselves are reviewed at every Board meeting.
The Board ensures that satisfactory assurances are received
PHYSICAL AND TRANSITIONAL CLIMATE CHANGE
from the service providers. The Manager’s compliance
Globally, climate change effects are already emerging in the
officers produce regular reports for review by the Company’s
form of changing weather patterns. Extreme weather events
Audit Committee.
could potentially impair the operations of individual investee
companies, potential investee companies, their supply Additionally, the depositary monitors stock, cash, borrowings
chains and their customers. Legislative changes are driving and investment restrictions throughout the year. The
an economic adjustment towards a low-carbon economy. depositary reports formally once a year and also has access
There are considerable risks to the value, business model and to the Company Chair and the Audit Committee Chair if
operations of investee and potential investee companies due needed during the year.
to stranded assets and how investors, financial regulators
and policymakers respond to climate concerns. The Portfolio Please see Note 16 on page 77 to read more about risk
Managers take such risks into account, along with the management and financial instruments.
downside risk to any company – whether in the form of its
EMERGING RISKS
business prospects, market valuation or sustainability of
Emerging risks are characterised by a high degree of
dividends – that is perceived to be making a detrimental
uncertainty and may arise from sudden events, new trends
contribution to climate change. The Company invests in
or changes in existing risk factors where the likelihood and
a broad portfolio of businesses with operations spread
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 31
potential impact are not yet clear. As an emerging risk becomes
better understood, it may be reclassified and incorporated
into the Company’s risk matrix as a “known” risk.
The Board has established robust procedures to support the
early identification of emerging risks, with the aim of acting
proactively rather than reactively. The Board’s collective
experience and judgement are central to this process,
alongside regular updates and advice from the Company’s
key service providers, including the Manager, Broker,
Company Secretary and Auditor, as well as industry and
regulatory updates provided by the Association of Investment
Companies (“AIC”). The Board and the Manager regularly
assess emerging risk developments, discuss potential
mitigating actions and, where appropriate, document and
refine the Company’s response.
The Board is currently monitoring a number of emerging
risks, including: (i) heightened geopolitical tensions and
conflict (notably the conflict between the US and Iran
and the resultant disruption to global energy markets)
and potential shifts in global trade and regulatory policy
(including US trade policy under the second Trump
administration), which may contribute to market volatility;
(ii) macroeconomic uncertainty, including inflation, interest
rates, currency movements and the recent significant rise in
energy costs; and (iii) the evolving threat landscape relating
to cybercrime and the misuse of AI. These emerging risks are
kept under review and mitigating actions are discussed and
documented. This ensures that the Board can react ahead
of any risk materialising, therefore minimising risk exposure.
32 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
## Viability Statement
The Directors’ view of the Company’s viability remains In taking account of these factors and on reviews conducted
unchanged that it is viable for the foreseeable future. as part of the detailed internal controls and risk management
processes set out on pages 27 to 31, the Directors have
The Company, as an investment trust, is a collective
undertaken a reverse stress test seeking to identify the
investment vehicle rather than a commercial business venture
extreme financial circumstances that might result in the
and is designed and managed for long-term investment.
Company becoming unviable. This concluded that the
The Company’s investment objective clearly sets this out.
viability of the Company becomes challenged if the value
‘Long-term’ for this purpose is considered by the Directors
of Total Shareholders’ Funds were to fall permanently by
to be at least five years, a timeframe in which the accuracy
at least 80% from the level at the year end, a fall that the
of estimates and assumptions is deemed to be reasonable.
Board considers to be implausible having noted that since
The Company’s viability has thus been assessed over that
the inception of the Company’s FTSE All-Share Index Total
period. Five years is considered a reasonable time frame for
Return benchmark in December 1985, the largest fall over
a forecast, however, the life of the Company is not intended
any calendar year has been 29.9%, the largest fall over any
to be limited to that or any other period.
rolling five year period was 28.8% and the largest fall over
any period was 42.9% (all based on benchmark calendar
There are no current plans to amend the investment strategy,
month end values).
which has delivered long-term good investment performance
above or in line with benchmark for shareholders and, the
Based on the above, and assuming there is no adverse
Directors believe, should continue to do so. The investment
change to the regulatory environment and tax treatment of
strategy and its associated risks are kept under regular
UK investment trusts to the extent that would challenge the
review by the Board.
viability of the UK investment trust industry as a whole, the
Directors have a reasonable expectation that the Company
In assessing the viability of the Company under various
will be able to continue in operation and meet its liabilities as
scenarios, the Directors undertook a robust assessment of
they fall due over the five-year period of assessment.
the risks to which it is exposed (including the conflict in the
Middle East, climate change, US trade policy under the second
Trump administration and global supply chain issues), as set
out on page 27 together with mitigating factors. The risks
of failure to meet the Company’s investment objective, and
contributory market and investment risks, were considered
to be of particular importance. The Directors also took into
account: the investment capabilities of the Portfolio Managers;
the liquidity of the portfolio, with nearly all investments being
listed and readily realisable; the Company’s borrowings as
considered in further detail in the Going Concern Statement
on page 51; the ability of the Company to meet its liabilities
as they fall due; the Company’s annual operating costs and
that, as a closed-ended investment trust, the Company is not
affected by the liquidity issues of open-ended companies
caused by large or unexpected redemptions.
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 33
## Section 172 Statement, Company Sustainability
## and Stakeholders
BOARD RESPONSIBILITIES The Board has identified the Company’s principal
The responsibilities of the Board include setting the stakeholders and considers their interests as part of its
Company’s strategic aims, providing the leadership to put ongoing oversight and strategic decision-making. The Board
them into effect, supervising the Manager and reporting to regularly assesses both the actual and potential impact of its
shareholders on their stewardship. The Board is ultimately decisions on these stakeholders, particularly in the context
responsible for the direction, management, performance and of strategy, performance, risk management and capital
long-term sustainable success of the Company. allocation. This approach helps to ensure that stakeholder
considerations are embedded within the Board’s deliberations
The Board sets the Company’s strategy and objectives,
and that decisions are taken with a view to the Company’s
taking into account the interests of all its stakeholders.
long-term sustainability and success. Key Board decisions
However, the Company has no employees and no customers
include payment of dividends, liquidity management via
in the traditional sense. Consistent with the Company’s
share issuance and share buybacks, marketing, performance
nature as an investment trust, the Board’s principal concern
evaluation, negotiation on debt and re-appointment of the
has been, and continues to be, the interests of the Company’s
Manager and other key service providers, ESG integration
shareholders taken as a whole.
into investment decisions and Board succession planning.
COMPANY SUSTAINABILITY AND STAKEHOLDERS
ENGAGEMENT WITH SHAREHOLDERS
A good understanding of the Company’s stakeholders enables
Shareholder relations are given high priority by both the
the Board to consider the potential impact of strategic
Board and the Manager, and the Board welcomes feedback
decisions on each stakeholder group during the decision-
from shareholders throughout the year. The primary means
making process. By considering the Company’s purpose,
by which the Company communicates with shareholders is
vision and values, together with its strategic priorities, the
through the half-yearly and annual financial reports, which
Board aims for its decisions to be fair and take account of
aim to provide shareholders with a clear and balanced
the interests of the key stakeholder groups. As an externally
account of the Company’s activities, performance and
managed investment company, the Board considers its main
outlook. This is supported by the daily publication of the
stakeholders to be its shareholders, service providers and
NAV, monthly factsheets, as well as dividend and other
investee companies.
announcements.
SECTION 172 STATEMENT
Shareholders are also encouraged to use the Company’s
This section of the Annual Report explains how the Board has
website, which provides access to the annual and half-yearly
discharged its duties under section 172(1) of the Companies
financial reports, Key Information Documents (“KIDs”),
Act 2006, namely to promote the success of the Company
factsheets, proxy voting results and stock exchange
for the benefit of its members as a whole. In doing so, the
announcements, together with relevant video and written
Board has had regard to the likely long-term consequences
material published by the Manager. Shareholders may submit
of its decisions, the interests of the Company’s stakeholders,
questions via the website and/or contact the Company
the need to maintain high standards of business conduct, and
Secretary, who ensures that correspondence addressed to
the impact of the Company’s activities on the environment.
the Board is passed to the Chair.
The Board recognises that effective engagement with
Feedback from shareholders is considered at Board meetings
stakeholders is fundamental to sound decision-making
throughout the year and at the Board’s annual strategy
and long-term value creation. As an externally managed
meeting, including in the context of how the Company
investment company, the Company operates through a
is meeting shareholder expectations. The Board receives
number of external service providers, including the Portfolio
regular updates on the shareholder register, trading activity
Managers, Administrator, Company Secretary, Corporate
and discount levels, and reports from the Manager and the
Broker, Public Relations Adviser, Custodian, Depositary
Company’s Broker on shareholder views and engagement
and banking providers. These service providers are key
activity. Meetings held with shareholders by the Manager
stakeholders and play an important role in supporting the
and/or the Broker are reported back to the Board.
Board’s governance responsibilities and its engagement with
shareholders and the wider market.
34 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
SECTION 172 STATEMENT, COMPANY SUSTAINABILITY
AND STAKEHOLDERS / CONTINUED
The Annual General Meeting (“AGM”) remains an important ENGAGEMENT WITH THE MANAGER
forum for engagement. Shareholders are encouraged to The Board maintains a constructive and collaborative working
attend, vote, and raise questions with the Board. Shareholders relationship with the Portfolio Managers, encouraging open
had the opportunity to join the 2025 AGM meeting in person discussion. The Board has regular dialogue with and receives
or virtually via a live weblink using their smartphone, tablet reports from the Portfolio Managers on the portfolio of
or computer, with the option to submit questions to the investments, including performance against set objectives
meeting in real time. Following the formal business of the and risk management. The Portfolio Manager and Deputy
AGM, the Portfolio Managers typically provide an update Portfolio Manager normally attend each Board meeting to
and shareholders have the opportunity to meet and speak provide updates and answer questions from the Board. The
informally with the Board and the Manager. The Company Chair also regularly meets with Liontrust executive directors.
also supports engagement with retail shareholders through The Board has also discussed the AIFM’s responsibility under
shareholder events and wider investor communications the FCA Consumer Duty with the Manager and received
during the year, including participation in industry events and comfort as to how those responsibilities will be met.
meetings. Please see pages 84 to 87 for the notice of the
The Board agreed a lower management fee scale from
2026 Annual General Meeting and page 88 for details of the
1 April 2024, further supporting the role of the Company as a
2026 shareholder event.
natural home for long-term equity investors.
During the year, the Company continued to support investor
The Portfolio Manager with individual responsibility for the
communications and awareness through a programme
day-to-day management of the portfolio is Imran Sattar
of marketing and media engagement, supported by its
and the Deputy Portfolio Manager is Emily Barnard. Imran
public relations advisers. Activity included participation
Sattar and Emily Barnard took on these new roles on
in industry events (AIC showcase event in London) and
6 February 2024.
investor meetings, and the production of digital and written
communications (including interviews, podcasts and thematic
ENGAGEMENT WITH SERVICE PROVIDERS
updates) covering performance drivers, dividend matters
As an externally managed investment trust, the Company
and the outlook for UK equities. Senior representatives also
conducts all its business through its key service providers.
engaged with the financial media, contributing commentary
The Board believes that maintaining a collaborative
across both national and specialist investment channels.
relationship with each of the Company’s service providers
In February 2026, the Board also hosted a media briefing
is essential to the Board’s decision-making and the ongoing
dinner, supported by the Company’s public relations adviser,
success of the Company. At least annually the Board reviews
to facilitate direct discussion of the Company’s approach and
the performance and services of its key service providers
developments.
including the Manager and receives and considers their
internal control reports on a quarterly basis covering their
It can be easy for investments to become “lost” over time, for
operations, policies and control environments.
example, following a change of address, a change of nominee or
platform provider, or where share certificates and paperwork are
The Board reviews the quarterly reports of the service
misplaced. The Board considers it important that shareholders
providers and whether the services meet the requirements
are able to exercise their rights and receive the dividends to
of the Company, represent value for money and are therefore
which they are entitled. Accordingly, the Company operates an
in the best interests of shareholders. The Board treats all
asset reunification programme, working with the Registrar and
service providers fairly, to maintain a reputation as a trusted,
specialist identity verification support to reconnect shareholders
fair and reliable partner. The Board and/or delegates of the
with dormant holdings and to facilitate payment of any
Board engage with key providers on a periodic basis through
unclaimed dividends, while maintaining appropriate safeguards
service review meetings or, by invitation, attendance at Board
against fraud. To date, 213 shareholders have completed the
or committee meetings. Such engagement gives opportunity
verification process and been reunited with their shareholdings,
to both parties to discuss any challenges being experienced
receiving approximately £85,684 of previously unclaimed
and potential solutions thereon, and to identify planned
dividends. A further 184 shareholder claims are in progress and,
developments at the Company or the service provider. We
subject to completion of the required checks, could result in
aim to pay promptly and if in dispute, to engage openly to
payment of an additional £122,640 of unclaimed dividends.
resolve matters in a timely manner.
www.edinburgh-investment-trust.co.uk/asset-reunification-
program.
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 35
The Board continues to ensure that service providers are as to global warming, including those focused on transitional
prepared as possible for all such eventualities which could risks, legislation risks, and/or physical risks. The Manager is a
disrupt the performance of their respective functions. signatory to the Principles of Responsible Investment (‘PRI’)
and the Company’s assets form part of its commitment to
ENGAGEMENT WITH INVESTEE COMPANIES
the Net Zero Asset Managers Initiative. Further information is
The Portfolio Managers are long-term investors and typically
available at www.liontrust.com and through the investment
develop strong relationships with both investee and potential
company disclosures at www.theaic.co.uk.
investee companies. Both the Board and the Portfolio
Managers believe that engagement with investee companies The Board recognises that the most material way in which
is positive, beneficial and welcomed. the Company can have an impact is through responsible
ownership of its investments. The Manager discusses below
Voting is a key activity in the dialogue with investee
how it engages with the management of investee companies
companies and these decisions are reported to the Board on
to encourage that high standards of ESG practice are
a quarterly basis.
adopted.
The Board supports the Portfolio Managers’ approach to The Company made no political donations during the year
ESG in the context of its management of the portfolio, as in review.
discussed below.
ENVIRONMENTAL SOCIAL AND GOVERNANCE
(“ESG”) MATTERS
As an investment company with no employees, property
or activities outside investment, environmental policy has
limited application. Nevertheless, the Board is committed to
taking a responsible approach to ESG matters. The Company’s
compliance with the AIC Corporate Governance Code is
detailed in the Corporate Governance Statement on page 42,
which demonstrates the Company’s own responsibilities on
matters such as governance.
In respect of the Company’s investments, the Portfolio
Managers and the other members of the investment team
integrate ESG risks and opportunities (including climate change
related risks) as part of a material assessment undertaken for all
holdings. Consistent with the Portfolio Managers’ investment
approach, this analysis is undertaken on a bottom-up, stock
basis. The risks and opportunities that each holding faces over
a three-to-five-year period are then identified and prioritised.
Many of these issues can be sub-categorised as “E”, “S” and
“G” issues. The issues that are identified as the key ones are at
the forefront of engagement discussions on holdings with the
investee companies. These frequently include issues related
36 STRATEGIC REPORT THE EDINBURGH INVESTMENT TRUST PLC
SECTION 172 STATEMENT, COMPANY SUSTAINABILITY
AND STAKEHOLDERS / CONTINUED
Please see the table below for a reference to where information can be found of how the Company’s key stakeholders were
considered during key Board decisions:
Section 172 statement area Reference
The likely consequences of any See Chair’s Statement, The Portfolio Managers’ Report, Core Investment Beliefs
decision in the long-term and Business Review, Going Concern and Viability Statements and Stakeholder
Engagement section below.
The interests of the Company’s As a closed-ended investment company, the Company has no employees. Stewardship
employees section refers to how the Company assesses its impact on social issues.
The need to foster the As a closed-ended investment company, the Company has no customers in the
Company’s business relationships traditional sense. See Stakeholder Engagement section below Principal Risks and
with suppliers, customers and Uncertainties and Stewardship section on how the Company assesses its impact on
others and engages with its key stakeholders.
The impact of the Company’s See Principal Risks and Uncertainties, Stewardship section and ESG matters disclosure
operations on the community below on how the Company assesses its impact on the community and environment of
and environment its investee companies.
The desirability of the Company See Stakeholder Engagement section, Anti-Bribery and Corruption and Modern Slavery
maintaining a reputation for high disclosures.
standards of business conduct
The need to act fairly as between See Stakeholder Engagement section and Corporate Governance Report.
members of the Company
STEWARDSHIP CODE AND EXERCISE OF VOTING policies and, if deemed necessary, will challenge management
POWERS where it is felt that the best interests of shareholders are not
The Board considers that the Company has a responsibility as a being met.
shareholder to ensure that high ESG standards are maintained
in the companies in which it invests. One of the principal means The Board reviews the Portfolio Managers’ voting record at
of putting shareholder responsibility into practice is through each meeting. The table below demonstrates how the Portfolio
the exercise of voting rights. The Company aims to provide Managers voted during the year in review.
investment specific active stewardship and the Company’s
voting rights are exercised on an informed and independent Number of Number Voted
Category Proposals Voted with Management
basis. The Manager has adopted a clear and considered
Audit Related 91 91
policy towards its stewardship responsibility on behalf of the
Capitalization 180 180
Company. The Manager takes steps to satisfy itself about the
Company Articles 3 3
extent to which investee companies protect shareholder value
Compensation 82 82
and comply with local recommendations and practices, such as
Corporate Governance 2 1
the UK Corporate Governance Code. The Manager’s approach
Director Election 444 443
to corporate governance and the UK Stewardship Code can
Director Related 3 3
be found on the Manager’s website at www.liontrust.com
Environmental 2 2
together with a copy of the Manager’s Stewardship Policy and
Miscellaneous 93 87
the Manager’s global proxy voting policy.
Social 31 31
Strategic Transactions 3 3
Members of the Managers’ investment team are responsible for
Takeover Related 43 43
overseeing all aspects of the Stewardship process, including
voting on all resolutions at all Annual General Meetings and TOTAL 977 969
Extraordinary General Meetings in the UK and overseas. The
Portfolio Managers assess corporate governance, remuneration
THE EDINBURGH INVESTMENT TRUST PLC STRATEGIC REPORT 37
In addition, the Manager publishes an annual Responsible GREENHOUSE GAS EMISSIONS AND STREAMLINED
Capitalism report, providing cumulative voting statistics, full ENERGY AND CARBON REPORTING (‘SECR’)
disclosure on voting policy and extracts of engagement for The Company has no employees, physical assets, property or
the year. The Manager publishes a quarterly voting record on operations of its own, does not provide goods or services and
its website www.liontrust.com. does not have its own customers. It follows that the Company
has little or no direct environmental impact. In consequence,
MODERN SLAVERY DISCLOSURE
the Company has limited greenhouse gas emissions to report
The Company aims to adopt the highest standards of
from its operations aside from travel to board meetings, nor
conduct and is committed to integrating responsible
does it have responsibility for any other sources of emissions
business practices throughout its operations. The prevention
under the Companies Act 2006 (Strategic Report and
of modern slavery is an important part of corporate good
Directors’ Reports) Regulations 2013. As the Company has
governance.
no material operations and therefore has low energy usage,
it has not included an energy and carbon report.
The Company is an investment vehicle and does not provide
goods or services in the normal course of its business or have
CONCLUSION
customers or employees. Accordingly, the Directors consider
The Directors believe that they have fulfilled their duties under
that the Company is not required to make any slavery or
s172 of the Companies Act 2006 in their deliberations on all
human trafficking statement under the Modern Slavery
matters. The Board takes into account the interests of all the
Act 2015.
Company’s key stakeholders, as outlined above, in its decision-
making which reflects the Board’s belief that the long-term
ANTI-BRIBERY AND CORRUPTION
sustainable success of the Company is linked directly to its
It is the Company’s policy to conduct its business in an honest
key stakeholders. The work of the Board and its Committees is
and ethical manner. The Company takes a zero-tolerance
described in the Governance Report on page 41.
approach to bribery and corruption and is committed
to acting professionally, fairly and with integrity in all its
This Strategic Report was approved by the Board on
business dealings and relationships wherever it operates. The
20 May 2026.
Company’s policy and the procedures that implement it are
designed to support that commitment and the appropriate Signed by order of the Board of Directors
training has been undertaken by the Board and key service
NSM FUNDS (UK) LIMITED
providers. The Company also has policies, procedures and
COMPANY SECRETARY
controls in place to safeguard the assets of the Company and
to prevent and detect fraud and other irregularities. 20 MAY 2026
PREVENTION OF THE FACILITATION OF TAX
EVASION
The Board has adopted a zero-tolerance approach to the
criminal facilitation of tax evasion.
38 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
## Governance
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 39
## The Directors
## All Directors are non-executive and considered independent. The Directors
## of the Company who were in office during the year and up to the date of
## signing the financial statements were:

| ELISABETH STHEEMAN | AIDAN LISSER | ANNABEL TAGOE-BANNERMAN |
| --- | --- | --- |
| Chair of the Board | Senior Independent Director | Non-Executive Director |
| Date of appointment: | Date of appointment: | Date of appointment: |
| 23 May 2019, became Chair on | 27 May 2022, became SID on | 7 February 2023 |
| 21 July 2022 | 19 July 2023 |  |


| Committees: |  | Committees: |  | Committees: |  |
| --- | --- | --- | --- | --- | --- |
| M | Management Engagement | M | Management Engagement | M | Management Engagement |
| N | Nomination Chair | N | Nomination | N | Nomination |
| A | Audit | A | Audit | A | Audit |
| Elisabeth is currently an independent |  | Aidan is the Chair of JPMorgan |  | Annabel has considerable experience |  |
| member of the board of M&G plc, |  | Emerging Markets Growth & Income |  | in senior roles within quoted UK |  |
| US REIT W.P. Carey Inc and Deloitte |  | plc and was until 2025 a non-executive |  | operating companies within the retail, |  |
| LLP. She is also Vice President of |  | director of Henderson International |  | leisure, food and beverage sectors. |  |
| the Council of the German British |  | Income Trust plc. He was formerly chief |  | Annabel was until recently (April |  |
| Chamber of Industry and Commerce |  | marketing officer and subsequently |  | 2026) the Group General Counsel and |  |
| and a Governor of the Ditchley |  | head of strategy for Investec Wealth |  | Company Secretary of Bakkavor Group |  |
| Foundation. Previously, she was an |  | and a board member of Chapter Zero |  | plc, the FTSE 250 listed producer |  |
| External member of the Financial |  | UK, an organisation to assist non- |  | of freshly prepared food, where she |  |
| Policy Committee and Financial Market |  | executive directors with the impact of |  | also chaired the Diversity & Inclusion |  |
| Infrastructure Board of the Bank of |  | climate change. In his earlier career, he |  | Forum. She was previously at Britvic |  |
| England, a senior advisor to the Bank |  | held senior marketing roles at Allianz |  | plc and formerly General Counsel and |  |
| of England’s Prudential Regulation |  | Global Investors, Standard Chartered |  | a member of the Executive Committee |  |
| Authority and an External Member |  | Bank and Unilever. |  | of Ladbrokes plc. Prior to this Annabel |  |
| of the Audit and Risk Committee of |  |  |  | trained and practised as a solicitor |  |
| The Asian Infrastructure Investment |  |  |  | at SJ Berwin LLP (now King & Wood |  |
| Bank. She was also a member of the |  |  |  | Mallesons). |  |

Supervisory Board of Aareal Bank AG,
Alstria AG and a member of Council of
the London School of Economics.
40 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
THE DIRECTORS / CONTINUED

| PATRICK EDWARDSON | STEVE BALDWIN |
| --- | --- |
| Non-Executive Director | Non-Executive Director |
| Date of appointment: | Date of appointment: |
| 11 February 2021 | 10 September 2018 |


| Committees: |  | Committees: |  |
| --- | --- | --- | --- |
| M | Management Engagement Chair | M | Management Engagement |
| N | Nomination | N | Nomination |
| A | Audit | A | Audit Chair |
| Patrick joined Baillie Gifford in 1993 |  | Steve is a Chartered Accountant. |  |
| and became a partner in 2005. In a |  | Heis currently Chairman of TruFin plc, |  |
| wide-ranging investment career, he |  | a non-executive director at Plus500 |  |

managed bond, equity and multi-asset
Ltd and a Trustee at Howard de Walden
portfolios, was manager of the Scottish
Estates Limited. He was formerly a non-
American Investment Company plc
executive director of Elegant Hotels
between 2004 and 2014 and led
Group plc and Panmure Gordon &
Baillie Gifford’s multi-asset investment
Co plc. He was the Head of European
team until his retirement in 2020.
Equity Capital Markets and Corporate
He is currently managing director of

| Atheian Ltd, afamily investment office, | Broking at Macquarie Capital until |
| --- | --- |
| and of CMH Hope Limited, a property | February 2015. Prior to this Steve was |
| investment company and a non- | a Director at JPMorgan Cazenove for |
| executive director of North American | ten years and was a Vice President |
| Income Trust plc. | of Corporate Finance at UBS from |

1995-1998.
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 41
## The Company’s Corporate Governance Framework
THE BOARD AND COMMITTEES
The Board is ultimately responsible to shareholders for the direction, governance, management, performance and long-term
sustainable success of the Company. The responsibilities of the Board include setting the Company’s strategic aims, providing
the leadership to put them into effect, supervising the Manager and reporting to shareholders on their stewardship. In doing
so, the Directors comply with their duties under Section 172 of the Companies Act 2006.
The Board has established certain principal committees to assist it in fulfilling its oversight responsibilities, providing a
dedicated focus on particular areas, as set out below. Terms of reference of the Board Committees are available on the
Company’s website at www.edinburgh-investment-trust.co.uk.
The Company’s corporate governance framework is designed to support a closed-end externally managed investment
company, where all of the Company’s day-to-day management and administrative functions are outsourced to third parties.
The Board
Chair Elisabeth Stheeman, Senior Independent Director Aidan Lisser, three additional non-executive directors (NEDs).
Chair
Key responsibilities:
• to provide leadership of the Board, ensuring its effectiveness in all aspects of its role;
• to set Board agenda and ensure that adequate time is available for discussion;
• to promote a culture of openness ensuring that each Board member’s views are considered;
• to ensure that Directors receive accurate, timely and clear information;
• to ensure the Board as a whole has a clear understanding of the views of shareholders;
• to ensure that the Board complies with its obligations under Section 172 Companies Act 2006, by taking into account the
needs of the Company’s wider stakeholders;
• to ensure oversight of the Manager and other external service providers; and
• to encourage constructive challenge and scrutiny of the performance of all outsourced activities.
Senior Independent Director (SID)
Key responsibilities:
• to provide a sounding board for the Chair;
• to serve as an intermediary for the other directors and shareholders; and
• to lead annual appraisal of the Chair’s performance and recruitment process for the position of the Chair.
Management Engagement Remuneration Committee
Audit Committee Committee Nomination Committee Function
All NEDs All NEDs All NEDs The Board as a whole
performs this function
Chair: Steve Baldwin Chair: Patrick Edwardson Chair: Elisabeth Stheeman
Key responsibilities: Key responsibilities: Key responsibilities: Key responsibilities:
• to oversee the control • to review regularly the • to review regularly • to set the remuneration
environment and financial management contract and the Board’s structure, policy of the Company.
reporting; the performance of the composition and
• to make a recommendation Manager. performance;
for the appointment of the • to make recommendations
auditor; and for any changes or new
• to review the performance appointments; and
of other service providers, • to set the culture and
including the auditor. values of the Company.
42 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
## Corporate Governance Statement
FOR THE YEAR ENDED 31 MARCH 2026
This Corporate Governance statement forms part of the Information on how the Company has applied the principles
Directors’ Report. of the AIC Code is provided in the Governance Section,
including the Directors’ Report as follows:
The Board is committed to achieving and demonstrating
high standards of corporate governance. This statement • the composition and operation of the Board and its
outlines how governance principles were applied throughout committees are summarised on page 41 and page 43 in
the financial year. The UK Corporate Governance Code (“UK respect of the Audit Committee;
Code”) issued by the Financial Reporting Council (“FRC”) in
• the Company’s approach to internal control and risk
January 2024 and the AIC Code of Corporate Governance
management is summarised on page 29;
(‘AIC Code’) issued in August 2024 are the applicable
governance codes in this regard. The FRC has confirmed • the contractual arrangements with, and assessment of, the
that by following the AIC Code, investment company boards Manager are summarised on page 51;
will meet their obligations in relation to the UK Code and
• the Company’s capital structure and voting rights are
paragraph 9.8.6 of the Listing Rules. The AIC Code is available
summarised on page 52;
on the AIC website at www.theaic.co.uk, and the UK Code on
the FRC website at www.frc.org.uk. • the substantial shareholders in the Company are listed on
page 52;
STATEMENT OF COMPLIANCE WITH THE AIC CODE
The Directors believe that the Company has complied with • the rules concerning the appointment and replacement of
the AIC Code during the year and up to the date of this directors are contained in the Company’s Articles of
report, and thereby the provisions of the UK Code except Association and are discussed on pages 48 and 49. There
as set out below. The UK Code includes provisions relating are no agreements between the Company and its
to the role of the chief executive; executive directors’ Directors concerning compensation for loss of office;
remuneration; and the need for an internal audit function. As
• the annual powers to issue or buy back the Company’s
an investment company which outsources its administration
shares are explained in the notice of AGM on page 83; and
to third-party providers, the Company has no chief executive
or other executives and therefore these provisions are not
• any amendments to the Company’s Articles of Association
applicable. It does not maintain an internal audit function.
require a resolution to be passed by shareholders.
For reasons set out in the AIC Code, the Board considers
these provisions not relevant to the position of the Company, By order of the Board
being an externally managed investment company with
NSM FUNDS (UK) LIMITED
no executive Directors, employees, or internal operations.
COMPANY SECRETARY
It further considers an internal audit function unnecessary
as the relevant issues are addressed through the Manager’s 20 MAY 2026
own control environment which itself is subject to routine
external independent review. The Company has therefore not
reported further in respect of these provisions.
Provision 37 states that the Board should establish a
remuneration committee of independent non-executive
directors with a minimum membership of three, or in the
case of smaller companies, two. The Board has resolved
that a remuneration committee is not appropriate for a
company of this size and nature. Remuneration is therefore
regarded as part of the Board’s responsibilities to be
addressed regularly. The Board as a whole, comprising of
independent non-executive directors, performs the function
of the remuneration committee with the key responsibility
to set the remuneration policy of the Company. Please see
Directors’ Report on page 33 for the Board’s responsibilities.
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 43
## Audit Committee Report
FOR THE YEAR ENDED 31 MARCH 2026
COMMITTEE COMPOSITION AND ROLE • developing and implementing policy on the engagement
The Audit Committee comprises all the Directors and the of the external auditor to supply non-audit services; and
Committee has written terms of reference which clearly
• considering annually whether there is a need for the
define its objective, authority, composition, roles, duties and
Company to have its own internal audit function.
responsibilities, including reporting. The terms of reference
were reviewed during the year, to ensure good practice AUDIT COMMITTEE ACTIVITIES
and compliance with the AIC Code. They can be inspected The Committee meets formally at least three times a year to
at the registered office of the Company or viewed on the review the internal financial and non-financial controls and
Company’s website. the contents of the half-yearly and annual financial reports,
including accounting policies and financial judgements. In
AUDIT COMMITTEE RESPONSIBILITIES
addition, the Committee reviews the auditor’s independence,
The responsibilities of the Audit Committee include:
objectivity and effectiveness, the quality of the services
• consideration of the integrity of the annual and half- provided to the Company and, together with the Manager,
yearly financial reports prepared by the Manager, the reviews the Company’s compliance with financial reporting
appropriateness of the accounting policies applied and and regulatory requirements as well as risk management
any financial judgements and key assumptions, together processes. Representatives of the Manager’s Compliance
with ensuring compliance with relevant statutory and Department attend at least two meetings each year.
listing requirements; Representatives of the auditor attend the Committee
meetings at which the draft half-yearly and annual financial
• at the Board’s request, advising it on whether the
reports are reviewed and are given the opportunity to speak
Committee believes the annual financial report taken as a
to Committee members in the absence of representatives of
whole is fair, balanced and understandable and provides
the Manager.
the necessary information for shareholders to assess the
Company’s position and performance, business model and The external audit programme and timetable are drawn up
strategy; and agreed with the auditors in advance of the end of the
financial year and matters for audit focus are discussed and
• evaluation of the effectiveness of the internal control
agreed. The auditors ensure that these matters are given
systems and risk management systems, including reports
particular attention during the audit process and reports
received on the operational controls of the Company’s
on them, and other matters as required, in its report to the
service providers and the Manager’s whistleblowing
Committee. In addition, the Committee reviews any material
arrangements;
issues raised by the auditors. There have been no such
• consideration of the scope of work undertaken by the issues raised during the year. The auditor’s report, together
Manager’s compliance department, monitoring and with reports from the Manager, the Manager’s Compliance
reviewing the effectiveness of the Manager’s and the Department and the depositary, form the basis of the
Company’s procedures for detecting fraud; Committee’s consideration and discussions with the various
parties and any recommendations to the Board, including
• management of the relationship with the external auditors,
the Committee’s recommendation to sign the 2026 financial
including evaluation of their reports and the scope,
statements.
effectiveness, independence and objectivity of their audit,
as well as making recommendations to the Board in respect
of their appointment, re-appointment and removal and for
the terms of their audit engagement;
44 GOVERNANCE ^{}[] THE EDINBURGH INVESTMENT TRUST PLC

# AUDIT COMMITTEE REPORT / CONTINUED

# **ACCOUNTING MATTERS AND SIGNIFICANT AREAS**

For the year-end, the following accounting matters were identified for specific consideration by the Committee:

|  Significant areas | How they were addressed  |
| --- | --- |
|  Accuracy of the portfolio valuation and controls related to the valuation process. | Actively traded listed investments are valued using stock exchange prices provided by third-party pricing vendors. Investments that are unlisted or not actively traded are valued using a variety of techniques to determine their fair value. This is set out in accounting policies note 1C(v). Any such valuations are carefully considered by the Manager's pricing committee and the Committee.  |
|  Proof of the existence of portfolio holdings. | The Manager and the depositary confirmed that the holdings shown in the accounting records agreed with the custodian records.  |
|  Recognition of investment income and the treatment of special dividends | Investment income is recognised in accordance with accounting policies note 1F. The Manager provides detailed revenue estimates for the Board's review, and income is assessed to ensure it is complete and accounted for correctly. Careful consideration is given to special dividends. These are allocated to revenue or capital in accordance with the facts and circumstances of the payment by the underlying company and the allocation of material special dividends is also reviewed by the auditors.  |
|  The allocation of management fees and finance costs between revenue and capital | The allocation is reviewed by the Committee annually taking into account the long-term split of returns from the portfolio both historic and projected, yield, the objectives of the Company, and the latest market practice of peers. The Committee last reviewed the allocation at its meeting in May 2026.  |

These matters were discussed with the Manager and the auditors in pre-year-end audit planning and were satisfactorily addressed through consideration of reports provided by, and discussed with, the Manager and the auditors at the conclusion of the audit process. As detailed below, the Company operates within a robust control environment and the Committee oversees the effectiveness of the controls of the Manager, custodian and administrator.

Consequently, and following a thorough review process of the 2026 annual financial report, the Audit Committee advised the Board that the report 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.

# **REVIEW OF THE EXTERNAL AUDITORS, INCLUDING NON-AUDIT SERVICES**

The Committee evaluated the performance and effectiveness of the external auditors and their audit process. This included a review of the audit planning, execution and reporting and the quality of the audit work, results and audit team. This review sought the view of the Manager in their dealings with the auditors. The Committee also considered the independence of PricewaterhouseCoopers LLP (PwC) and the objectivity of the audit process. No significant modifications were required to the external audit approach. Combining the output of all the above, and the Audit Committee Chair's and the Committee's direct interaction with PwC, the Committee concluded that it continued to be satisfied with the performance of PwC and that the auditors continued to display the necessary attributes of objectivity and independence.

Prior to any engagement for non-audit services, the Audit Committee considers whether the skills and experience of the auditors make them a suitable supplier of such services and ensures there is no threat to objectivity and independence in the conduct of the audit as a result. Excluding VAT and any expenses, the annual audit fee was £55,098 (2025: £53,235) and the non-audit fee was £nil (2025: £nil), see Note 4 on page 72. Non-audit services up to £5,000 do not require approval in advance of the Audit Committee; amounts in excess of this require the approval of the Audit Committee.

# **AUDITORS**

PwC were appointed as the Company's Auditors at the AGM on 25 July 2019 and were re-appointed on 17 July 2024. After due consideration, the Committee recommends the re-appointment of PwC and that this be put to the Company's shareholders at the 2026 AGM.

# **INTERNAL CONTROLS AND RISK MANAGEMENT**

The Committee undertakes a robust assessment of the risks to which the Company is exposed by reference to a risk control summary, which maps the risks, mitigating controls in place and relevant information reported to the Directors, throughout the year. The resultant ratings of the mitigated risks allow the Directors to concentrate on those risks that are most significant and also form the basis of the list of principal risks and uncertainties set out in the Strategic Report on pages 27 to 31.
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 45
The Committee, on behalf of the Board, is responsible for
ensuring that the Company maintains a sound system of
internal control to mitigate risk and safeguard the Company’s
assets. The effectiveness of the Company’s system of internal
controls, including financial, operational and compliance
and risk management systems, is reviewed at least annually.
Appropriate action is taken to remedy any significant failings
or weaknesses identified from these reviews. No significant
items were identified in the year. As part of this, the Committee
receives and considers, together with representatives of the
Manager, reports in relation to the operational controls of
the Manager, accounting administrator, custodian, company
secretary and registrar. These reviews identified no issues of
significance during the year.
Although Provision 34 of the AIC Code (relating to an
explicit declaration on the effectiveness of material internal
controls) is not yet applicable to the Company, the Board is
taking steps to work towards compliance. During the year,
the Audit Committee, along with the Manager discussed
the Company’s approach to identifying material controls,
including those operated by third-party service providers,
with assurance available through controls reports and
management confirmations. This work will continue during
the coming year to ensure the Board is well positioned to
make the required declaration.
INTERNAL AUDIT
The Company, being an externally managed investment
company, does not require its own specific internal audit
function. Instead, it relies on the control environment of the
Manager. An external firm, Grant Thornton, is engaged by
the Manager to provide an independent review of its control
environment. The Manager has been transparent with the
Board in sharing the results of the review.
INDEPENDENCE
The Chair of the Company was a member of the Audit
Committee during the year in review. The Board and the
Audit Committee believe that this was appropriate as the
Chair has recent and relevant financial experience and
remains independent.
COMMITTEE EVALUATION
The Committee’s activities fell within the scope of the review
of Board effectiveness performed in the year. Details of this
process can be found under ‘Board, Committee and Directors’
Performance Appraisal’ on page 49.
Signed on behalf of the Board of Directors
STEVE BALDWIN
CHAIR OF THE AUDIT COMMITTEE
20 MAY 2026
46 GOVERNANCE ^{}[] THE EDINBURGH INVESTMENT TRUST PLC

# Directors' Report

FOR THE YEAR ENDED 31 MARCH 2026

## BUSINESS AND STATUS

The Company was incorporated and registered in Scotland on 1 March 1889 as a public limited company, registered number SC1836. It is an investment company as defined by section 833 of the Companies Act 2006 and operates as an investment trust within the meaning of the Corporation Tax Act 2010 and the Investment Trust (Approved Company) (Tax) Regulations 2011. HM Revenue & Customs have approved the Company's status as an investment trust and, in the opinion of the Directors, the Company has conducted its affairs so as to enable it to maintain such approval.

## CORPORATE GOVERNANCE

The Corporate Governance Statement set out on page 42 is included in this Directors' Report by reference.

## THE BOARD

At the year end the Board comprised five independent non-executive Directors. The Company's Corporate Governance Framework is set out on page 41. This shows the key objectives of the Board and also the membership and key objectives of the Board's committees which deal with specific aspects of the Company's affairs: the Audit, Management Engagement and Nomination Committees.

The Board regards all the Directors to be wholly independent of the Company's Manager.

## Chair

The Chair of the Company is Elisabeth Stheeman. She has been a member of the Board since 2019 and was appointed Chair on 21 July 2022.

## Senior Independent Director

The Company's Senior Independent Director is Aidan Lisser who was appointed to the role on 19 July 2023.

## Board Balance and Diversity

The Board's policy for the appointment of non-executive directors is based on its belief in the benefits of having a diverse range of experience, skills, length of service and backgrounds, including but not limited to gender diversity. The Board has considered the recommendations of the FTSE Women Leaders review as well as the Parker review but does not consider it appropriate to establish targets or quotas in these regards. The policy is always to appoint the best person for the job and there will be no discrimination on the grounds of gender, race, ethnicity, religion, sexual orientation, age or physical ability. The overriding aim of the policy is to ensure that the Board is composed of a combination of people with a range of business, financial or asset management skills and experience relevant to the direction and control of the Company for ensuring effective oversight of the Company and constructive support and challenge to the Manager.

To this end, achieving a diversity of perspectives and backgrounds on the Board will be a key consideration in any future Director search process. The Board encourages any recruitment agencies it engages to find a diverse range of candidates that meet the criteria agreed for each appointment and, from the shortlist, aims to ensure that a diverse range of candidates is brought forward for interview.

The Board gives due regard to the diversity targets in the FCA UK Listing Rules, and does not discriminate unfairly on the grounds of gender, ethnicity, age, sexual orientation, disability or socio-economic background when considering the appointment of new directors. Candidates' educational and professional backgrounds, their cognitive and personal strengths, are considered against the specification prepared for each appointment.

The Board comprises five non-executive directors of which, at present, two are female. Summary biographical details of the Directors are set out on pages 39 and 40.

## IMPLEMENTATION OF THE BOARD'S DIVERSITY POLICY

The Board reports against the targets set out in the FCA's UK Listing Rules. These require that at least 40% of individuals on the Board are women, at least one individual on the Board is from a minority ethnic background, and at least one of the senior Board positions of Chair, SID, CEO and CFO is held by a woman. At 31 March 2026, and at the date this Annual Report was signed, the Board comprised five non-executive Directors. All three of the targets are met because there are two women on the Board (40%), one Director is ethnically diverse and at least one of the senior Board positions is held by a woman. The following information has been provided by each Director. As the Company has no employees, no information is included for executive management. The Board has resolved that the Company's year-end date be the most appropriate date for disclosure purposes. There have been no changes since 31 March 2026.

|   | Number of board members | Percentage of the Board | Number of senior Positions on the Board (SID and Chair)*  |
| --- | --- | --- | --- |
|  Men | 3 | 60% | 1  |
|  Women | 2 | 40% | 1  |
|  Not specified/prefer not to say | - | - | -  |
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 47
Number operations, has put in place procedures for and on behalf of
ofsenior the Company that the Board considers adequate to prevent
Positions on persons associated with it from engaging in bribery. It has a
Number Percentage the Board
zero-tolerance approach towards the criminal facilitation of tax
of board of the (SID and
evasion. In addition, the Directors are responsible for ensuring
members Board Chair)*
that their policies and operations are in the interest of all of
White British the Company’s shareholders and that the interests of creditors
or other White and suppliers to the Company are properly considered.
4 80% 2
(including minority
white groups) The Board has established a schedule of matters reserved
for its consideration, which clearly define the Directors’
Mixed Multiple
– – – responsibilities. The main responsibilities include:
Ethnic Groups
Asian/Asian British – – – • setting long-term strategy;
Black/African/
• setting the Company’s objectives, policies and standards;
Caribbean/Black 1 20% –
• ensuring that the Company’s obligations to shareholders
British
and others are understood and met;
Other ethnic group,
– – –
including Arab • selecting an appropriate Manager;
Not specified/ • approving accounting policies and dividend policy;
– – –
prefer not to say
• determining dividends payable;
* The Company considers the positions of the Chair and Senior
Independent Director (SID) to be senior positions of the Board. • managing the capital structure;
• reviewing investment performance;
The Listing Rules require an explanation of the Company’s
approach to collecting the data used for the purposes of • assessing risk;
making the disclosures. The Company Secretary circulated
• approving borrowing;
the above tables to each director to complete individually
and collated the responses for inclusion in the annual
• and reviewing, and, if agreed, approving recommendations
financial report.
made by the Board’s committees.
The Company has met the targets on board diversity as
The Board ensures that shareholders are provided with
required by the Listing Rules for the year ended 31 March sufficient information in order to understand the risk-reward
2026. balance to which they are exposed by holding their shares,
through the portfolio details given in the half-yearly and
BOARD RESPONSIBILITIES
annual financial reports, factsheets and daily NAV disclosures.
The Board has overall responsibility for the Company’s affairs.
The Directors are equally responsible under the Companies The Board meets at least five times each year. Additional
Act 2006 for promoting the success of the Company and meetings are arranged as necessary. Regular contact
for the proper conduct of the Company’s affairs taking into is maintained by the Manager with the Board between
consideration: formal meetings. The Directors also meet separately for
private discussions, when required. Board meetings follow
• the likely consequences of any decision in the long-term;
a formal agenda, which includes a review of the investment
• the need to foster business relationships with its Manager, portfolio with a report from the Portfolio Managers on the
other service providers and advisors; current investment position and outlook, strategic direction,
performance against stock market indices and the Company’s
• the impact of the Company’s operations on the community
peer group, asset allocation, gearing policy, cash management,
and the environment;
revenue forecasts for the financial year, investment policy
guidelines, marketing and shareholder relations, corporate
• the desirability of the Company maintaining a reputation
governance, regulatory changes and industry and other issues.
for high standards of business conduct; and
To enable the Directors of the Board to fulfil their roles, the
• the need to act fairly between shareholders of the Company.
Manager and Company Secretary ensure that all Directors
This is reported in the Section 172 Statement in the Strategic have timely access to all relevant management, financial and
Report on page 36. The Board is committed to the prevention regulatory information. All directors have access to the advice
of corruption in the conduct of the Company’s affairs and, of the Company Secretary, who is responsible for advising the
taking account of the nature of the Company’s business and Board on all governance matters.
48 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REPORT / CONTINUED
There is an agreed procedure for the Directors in undertaking During the year the Committee met twice to review and
their duties to take legal advice at the Company’s expense up to consider the performance and continued appointment of the
an initial cost of £10,000, having first consulted with theChair. Manager and other key service providers. The Committee
scrutinised both the Manager’s fee rate and all service provider’s
Finally, the Board as a whole undertakes the responsibilities
fees in comparison with similar income-generating UK equity
which would otherwise be assumed by a remuneration
products, in both the closed and open-ended sectors. In light
committee, determining the Company’s remuneration policy.
of the Company’s underperformance during the year, the
The Board takes into account all factors which are deemed
Committee increased the depth of its performance scrutiny
necessary in order to ensure that members of the Board are
and engagement with the Manager. This included additional
provided with appropriate compensation and are, in a fair and
dialogue outside the formal meeting cycle and more detailed
responsible manner, rewarded for their individual contributions
discussion of portfolio construction and risk oversight. The
to the success of the Company. The remuneration of Directors
Committee will continue to monitor performance closely
is reviewed periodically and reported on in more detail in the
through ongoing engagement during the year ahead.
Directors’ Remuneration Report.
The Nomination Committee
AUDIT INFORMATION
All Directors are members of the Nomination Committee
The Directors confirm that, so far as they are aware, there
which is chaired by Elisabeth Stheeman. The Committee
is no relevant audit information of which the Company’s
meets at least annually to review the composition of the
auditor is unaware and each Director has taken steps
Board and its committees and evaluate whether they have the
that he or she ought to have taken as a director to make
appropriate balance of skills, experience, independence, and
himself/herself aware of any relevant audit information
knowledge of the Company and make recommendations to
and to establish that the Company’s auditors are aware of
the Board for the re-election of directors at AGMs. Additional
that information. This confirmation is given and should be
meetings are arranged as necessary.
interpreted in accordance with the provisions of section 418
of the Companies Act 2006. The Committee is also responsible for succession planning
and identifying and nominating to the Board suitable
THE COMMITTEES
candidates, taking into consideration the balance of skills,
The Board has three committees: the Audit Committee, the
knowledge, experience and independence of the Board and
Management Engagement Committee, and the Nomination
having regard for the benefits of diversity and the ability of
Committee. Each committee has written terms of reference,
any new director to devote sufficient time to the Company to
which clearly define each committee’s responsibilities carry out his or her duties effectively. See pages 46 and 47
and duties. The terms of reference of each committee are for Board’s statement on ethnic and gender diversity.
available for inspection at the AGM, at the registered office of
No Director has a contract of employment with the Company.
the Company and also available on the Company’s website.
Directors’ terms and conditions of appointment are set out
The Audit Committee in letters of appointment which are available for inspection
The composition and activities of the Audit Committee are at the registered office of the Company and will also be
summarised in the Audit Committee Report on page 43, available at the AGM. A Director can be removed from office
which is included in this Directors’ Report by reference. without notice or compensation upon being served with a
written notice signed by all the other Directors.
The Management Engagement Committee
The Management Engagement Committee comprises all APPOINTMENT, RE-ELECTION AND TENURE
directors and is chaired by Patrick Edwardson. The Committee New Directors are appointed by the Board following
meets at least annually and more frequently as required. Its role recommendation by the Nomination Committee. The Articles
is to oversee the effectiveness of the investment management of Association require that a Director shall be subject
arrangements and to review the quality of service provided to election at the first AGM after their appointment and
by the Manager and other key service providers, including the re-election at least every three years thereafter. However, in
terms of the investment management agreement. accordance with the UK Code of Corporate Governance, the
Board has resolved that all Directors shall stand for annual
The Committee carries out a thorough review of the Manager’s
re-election at the AGM.
performance and delivery against key metrics. This includes
consideration of investment performance, investment process, On being appointed to the Board, Directors are fully briefed
risk management, performance attribution at both stock and as to their responsibilities and are continually updated
sector level, the robustness and clarity of reporting, investment throughout their term in office on industry and regulatory
team resources and succession, and the Manager’s approach matters. The Company Secretary and the Board have
to shareholder communication and marketing. The Committee formulated a programme of induction training for newly
also reviews the Manager’s fee level and key administration appointed Directors. They have also put arrangements in
costs against peer groups. place to address ongoing training requirements of Directors
which include briefings from the Company Secretary and
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 49
the Company’s auditors which ensure that Directors are well providing an opportunity for the objective consideration of
briefed on new legislation and the changing risk environment. the Board’s strengths and current skills, any areas for further
development, succession planning, and any potential gaps in
The Board has noted the implication of the provisions in the
its composition. The report also considered the challenges,
UK Corporate Governance Code that non-executive directors
opportunities and strategic direction of travel anticipated
who have served for more than nine years should be presumed
over the near to medium-term. The report’s finding noted
not to be independent. The AIC does not believe that this
that Board and each Committee operated well with skill
presumption is appropriate for investment companies and
and focus on all the areas of importance. The main theme
therefore does not recommend that long-serving directors
coming through this evaluation was of a harmonious and
be prevented from forming part of the independent majority
supportive Board with a genuinely good and positive working
of an investment trust board. It is the Board’s policy that
relationship. There was a full agenda of issues for the Board
all Directors, including the Chair, shall normally have tenure
to consider over the next 12 months, with succession planning
limited to nine years from their first appointment to the
and Board rotation, Manager oversight, dividend policy,
Board, except that the Board may determine otherwise if it is
investment performance and wider strategy considerations
considered that the continued participation on the Board of
being key themes. Matters relating to risk management and
an individual Director, or the Chair, is in the best interests of
Company oversight were discussed proactively.
the Company and its shareholders. This is also subject to the
Director’s re-election annually by shareholders. The Board Overall, all responses and the observations suggested that
considers that this policy encourages regular refreshment this is a well-managed, well run, and effective Board with
and is conducive to fostering diversity. some practical refinements suggested, which the Board will
carefully consider.
BOARD, COMMITTEE AND DIRECTORS’
The review of the Chair’s performance was conducted by the
PERFORMANCE APPRAISAL
Board and led by the SID, who relayed very positive feedback
The Directors recognise the importance of the AIC Code’s
to the Chair privately and shared a summary with the Board.
recommendation in respect of evaluating the performance
of the Board as a whole, the Committees of the Board and
The Board, through the work of the Nomination Committee,
individual Directors.
has determined that each Director standing for re-election
continues to offer relevant experience, effectively contributes
For the year ended 31 March 2026, the performance of the
to the operation of the Board and has demonstrated
Board, Committees, and individual directors was evaluated
independent views on a range of subjects. The Committee is
though an assessment process led by an external facilitator,
satisfied that the structure, size, mix of skills and operation
Boardforms Limited. This review is the first review that
of the Board continue to be effective and relevant for the
Boardforms has conducted for the Company.
Company.
The review process involved each Director completing a
questionnaire, followed by private one-to-one conversations ATTENDANCE AT BOARD AND COMMITTEE
between the external reviewer and Directors. The anonymity MEETINGS
of the respondents was ensured throughout the process, in The table below sets out the number of scheduled Directors’
order to promote an open and frank exchange of views. meetings held during the year and the number of meetings
attended by each Director. There were additional ad hoc
The external reviewer provided a formal report of their
Board and Committee meetings held during the year to deal
findings, which was considered by the Board. The report
with administrative matters, investment performance, board
presented an objective view on the current working of the
succession, market updates and document approval.
Board as a whole, as well as the quality of contributions made
by individual Directors. The intention of the review process During the year in review, the individual Directors attended
was to further strengthen the working of the Board by 100% of possible meetings of the Board and Committees.
Management
Audit Engagement Nomination
Board Committee Committee Committee
Number of meetings
5 3 2 2
(total possible/individual attendance)
Elisabeth Stheeman 5 3 2 2
Steve Baldwin 5 3 2 2
Patrick Edwardson 5 3 2 2
Aidan Lisser 5 3 2 2
Annabel Tagoe-Bannerman 5 3 2 2
50 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REPORT / CONTINUED
DIRECTORS INTERNAL CONTROLS AND RISK MANAGEMENT
Directors’ Interests in Shares The AIC Code requires the Board to oversee the effectiveness
The Directors’ interests in the ordinary share capital of the of the Company’s system of internal controls. The Board
Company are disclosed in the Directors’ Remuneration assumes its ultimate responsibility for the Company’s system
Report on page 57. of internal controls and for monitoring its effectiveness.
The Company’s system of internal controls is designed to
Disclosable Interests manage rather than eliminate risk of failure to achieve the
No Director was a party to, or had any interests in, any Company’s investment objective and/or adhere to the
contract or arrangement with the Company at any time Company’s investment policy and/or investment limits.
during the year or at the year end. This system can therefore provide only reasonable and not
absolute assurance against material misstatement or loss.
Directors’ Indemnities and Insurance
The Board has undertaken a review of the aspects covered by
The Company maintains Directors’ and Officers’ liability
the guidance and has identified risk management controls in
insurance which provides appropriate cover for any legal action
the key areas of business objectives, accounting, compliance,
brought against its Directors. In addition, individual deeds of
operations and secretarial as being matters of particular
indemnity have been executed on behalf of the Company
importance upon which it requires reports.
for each of the Directors under the Company’s Articles of
Association. Subject to the provisions of UK legislation, these The Board believes that the existing arrangements, set out
deeds provide that the Directors may be indemnified out of below, represent an appropriate framework to meet the
the assets of the Company in respect of liabilities they may internal control requirements. By these procedures the
sustain or incur in connection with their appointment. Directors have kept under review the effectiveness of the
internal control system throughout the year and up to the
CONFLICTS OF INTEREST
date of this report.
A Director must avoid a situation where he or she has, or can
have, a direct or indirect interest that conflicts, or has the The Company’s internal controls and risk management
potential to conflict with the Company’s interests. The Articles systems have been reviewed with the Manager against risk
of Association of the Company give the Directors authority to parameters approved by the Board. The Board reviews a
authorise potential conflicts of interest and there are safeguards risk control summary at its quarterly Board meetings and
which apply when Directors decide whether to do so. First, only an annual formal review of the risk procedures and controls
Directors who have no interest in the matter being considered in place at the Manager and other key service providers is
are able to take the relevant decision, and second, in taking the performed. The Company is working towards compliance
decision the Directors must act in a way they consider, in good with Provision 34 of the AIC Code (relating to an explicit
faith, will be most likely to promote the Company’s success. declaration on the effectiveness of material internal controls),
The Directors can impose limits or conditions when giving with more information given on page 45.
authorisation if they think this is appropriate.
The Audit Committee reviews and makes recommendations
The Directors have declared any potential conflicts of interest to the Board, at least annually, the effectiveness of the
to the Company. The register of potential conflicts of interests Company’s system of internal controls, including financial,
is kept at the registered office of the Company. It is reviewed operational and compliance and risk management systems.
regularly by the Board and Directors know to advise the The Board confirms that necessary actions would be taken to
Company Secretary as soon as they become aware of any remedy any significant failings or weaknesses identified from
potential conflicts of interest. their review and that no significant failings or weaknesses
occurred throughout the year ended 31 March 2026 and up
STREAMLINED ENERGY & CARBON REPORTING to the date of this annual financial report.
‘SECR’
The Board reviews financial reports and performance against
The Company’s disclosure with respect to SECR reporting is
forecasts, relevant stock market criteria and the Company’s
given in the Strategic Report on page 37.
peer group. In addition, the Manager and custodian maintain
PROPOSED DIVIDENDS their own systems of internal controls and risk management
The Directors propose payment of a final dividend to and the Board and Audit Committee receive regular reports
shareholders, the details of this are given on page 23 of the from the Compliance Department of the Manager. Formal
Strategic Report. reports are also produced annually on the internal controls
and procedures in place for the operation of secretarial,
administrative, custodial, investment management and
accounting activities.
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 51

## GOING CONCERN

The financial statements have been prepared on a going concern basis. The Directors consider this is the appropriate basis as they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future, being taken as at least twelve months after the signing of the balance sheet, for the same reasons as set out in the Viability Statement on page 32. In considering this, the Directors took into account both ongoing expenses and any obligations under the Company's borrowing (Unsecured Senior Loan Notes). In reaching this conclusion, the Directors have considered the liquidity of the Company's portfolio of investments as well as its cash position, income and expense flows. As at 31 March 2026, the Company held £1.1m (2025: £7.2m) in cash and cash equivalents and £1,67.5m (2024: £1,230.9m) in quoted investments. The Company's audited net assets as at 31 March 2026 were £1,059.4m (2024: £1,125.9m).

In anticipation of potential market volatility, the Manager has performed stress tests on the Company's portfolio of investments under various scenarios (for example, a jump up in interest rates, and a crash in technology stocks). Separately, the Board remains comfortable with the liquidity of the portfolio. It is estimated that some 99% by value of the quoted investments held at the year-end could be realised in thirty working days under normal market conditions.

The Board also considered the Company's obligations with respect to the Company's borrowing. The Company has issued £120m of Unsecured Senior Loan Notes with a weighted average cost of 2.44% of which £20m was drawn in October 2021 and £100m in September 2022. These notes, which are long-term in nature, do not require repayment until 2037, 2047, 2051 and 2057 as detailed in Note 12. A requirement of this borrowing is that the Net Assets of the Company must remain not less than £300m. The Board, which routinely monitors borrowing restrictions, does not anticipate difficulties in meeting this. The Company has no other borrowing.

The total ongoing charges (excluding taxation, non-recurring legal and professional fees and finance costs) for the year ended 31 March 2026 were £6.0 million (2025: £5.9 million) or 0.52% of Net Assets (2025: 0.51%).

## THE MANAGER

The Alternative Investment Fund Manager is Liontrust Fund Partners LLP, with responsibility for the day-to-day investment management activities of the Company delegated to Liontrust Investment Partners LLP. Liontrust Fund Partners LLP was appointed the Manager on 1 April 2022, following completion of the acquisition of Majedie by Liontrust Asset Management Plc.

### Investment Management Agreement ("IMA")

The Manager provides investment and administration services to the Company under an investment management agreement dated 21 May 2024, which replaced the original agreement dated 3 March 2020. The agreement is terminable by either party by giving not less than three months' notice in writing.

From 1 April 2024, the monthly management fee has been calculated on 0.03750% per month on the first £500 million, falling to 0.03333% on the next £500 million and 0.02917% on the remainder of the market capitalisation of the Company's ordinary shares at each month end and paid monthly in arrears (equivalent to an annualised fee of 0.45% on the first £500m, 0.40% on the next £500m and 0.35% on the remainder).

There is no performance fee.

### Assessment of the Manager

The Management Engagement Committee has carried out a review of the Manager and following recommendation from the Committee, the Board considers that the continuing appointment of Liontrust Fund Partners LLP as Manager is in the best interests of the Company and its shareholders.

## COMPANY SECRETARY

NSM Funds (UK) Limited were appointed as the Company Secretary of the Company on 1 March 2024.

The Board has continuous direct access to the advice and services of the corporate Company Secretary, who are responsible for ensuring that the Board and Committee procedures are followed, and that applicable rules and regulations are complied with. The Company Secretary provides full company secretarial services to the Company, ensuring that the Company complies with all legal, regulatory and corporate governance requirements and officiating at Board meetings and shareholders' meetings. The Company Secretary is also responsible to the Board for ensuring timely delivery of information and reports and that the statutory obligations of the Company are met. Finally, the Company Secretary is responsible for advising the Board through the Chair on all governance matters.
52 ◀ GOVERNANCE ◀ THE EDINBURGH INVESTMENT TRUST PLC

# DIRECTORS' REPORT / CONTINUED

# SHARE CAPITAL

# Capital Structure

At the year end, the Company's allotted and fully paid share capital consisted of 195,666,734 ordinary shares of 25p each, of which 64,013,709 shares were held in treasury. To enable the Board to take action to deal with any significant overhang or shortage of shares in the market, it seeks approval from shareholders every year to buy back and sell shares. No shares were issued in the year. During the year 12,668,000 ordinary shares were repurchased for holding in treasury at an average price of 806.60p per share (including costs). Since the year end up until 19 May 2026, being the latest practicable date before the printing of this report, 2,827,500 ordinary shares have been bought back for holding in treasury.

# SUBSTANTIAL HOLDINGS IN THE COMPANY

As at 31 March 2026, in accordance with the FCA's Disclosure Guidance and Transparency Rule 5, the Company was aware of the following substantial interests in the voting rights of the Company:

|   | Shares | % of Voting rights  |
| --- | --- | --- |
|  Rathbones Investment Management | 12,029,783 | 9.13  |
|  Charles Stanley | 5,692,091 | 4.32  |
|  City of London | 4,819,745 | 3.66  |
|  Evelyn Partners | 4,258,331 | 3.23  |

# RESTRICTIONS

There are no restrictions concerning the transfer of securities in the Company, no special rights with regard to control attached to securities, no agreements between holders of securities regarding their transfer known to the Company, no restrictions on the distribution of dividends and the repayment of capital, and no agreements to which the Company is party that might affect its control following a successful takeover bid.

# Voting

At a general meeting of the Company, every shareholder has one vote on a show of hands and, on a poll, one vote for each share held. The notice of general meeting specifies deadlines for exercising voting rights either by proxy or present in person in relation to resolutions to be passed at a general meeting.

# Repurchase Powers

The Board's current powers to repurchase shares and proposals for their renewal are disclosed on pages 52 and 53.

# DISCLOSURES REQUIRED BY UKLA LISTING

# RULE 9.8.4

The above rule requires listed companies to report certain information in a single identifiable section of their annual financial reports. None of the prescribed information is applicable to the Company for the year under review.

# INDIVIDUAL SAVINGS ACCOUNT (ISA)

The ordinary shares of the Company are qualifying investments under applicable ISA regulations.

# BUSINESS OF THE ANNUAL GENERAL MEETING (AGM)

The following summarises the business of the forthcoming AGM of the Company, which is to be held on 21 July 2026 at 11:00 a.m. The notice of the AGM and related notes are included on pages 84 to 87. All resolutions are ordinary resolutions unless otherwise identified.

Resolution 1 is for members to receive and consider this Annual Financial Report ("AFR"), including the financial statements and auditor's report.

Resolution 2 is for members to approve the Annual Statement and Report on Remuneration for the year ended 31 March 2026.

Resolution 3 is to declare a final dividend for the year.

Resolution 4 is to declare four interim dividends for the year ending 31 March 2027.

Resolutions 5 to 9 are to re-elect the Directors. Biographies of the Directors can be found on pages 39 and 40.

All Directors will stand for re-election by shareholders at the AGM. The Board has determined that each of the Directors is independent, continues to perform effectively and demonstrates commitment to their role. Their balance of knowledge and skills combined with their diversity and business experience makes a major contribution to the functions of the Board and its Committees.

Elisabeth Stheeman has extensive executive and non-executive experience in financial services, real estate and governance that bring highly relevant and valuable skills to the Board. Steven Baldwin is a Chartered Accountant and his experience in a range of industries brings a breadth of experience to the meetings. Patrick Edwardson has many years of investment experience as a fund manager and deep knowledge of the UK equity market and investment companies. Aidan Lisser has extensive experience as an investment trust Chair and non-executive director and was previously a member of the Association of Investment Companies' Marketing Committee. Annabel Tagoe-Bannerman has considerable experience in senior roles in commercial operations, law, governance as well as in diversity, equity and inclusion within quoted UK operating companies within the retail, leisure, food and beverage sectors.

Resolutions 10 and 11 are to re-appoint PricewaterhouseCoopers LLP as auditors and to authorise the Audit Committee to determine their remuneration.

# Special Business

Resolution 12: Authority to Allot Shares is an Ordinary Resolution seeking renewal of the current authority for the Directors to allot up to 10% of the issued ordinary share
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 53
capital, this being 12,882,552 ordinary shares (representing Special Resolution 15: Notice Period for General Meetings.
approximately 10% of the ordinary shares in issue as at the The Shareholder Rights Directive increased the notice period
last practicable date prior to the publication of the Notice, for general meetings of companies to 21 days unless certain
excluding treasury shares). conditions are met in which case it may be 14 days’ notice.
Special Resolution 13: Authority to Allot Shares is a Special A shareholders’ resolution is required to ensure that the
Resolution which seeks renewal of the current authority to Company’s general meetings (other than Annual General
allot equity securities pursuant to a rights issue or to issue Meetings) may be held on 14 days’ notice. Accordingly,
up to 10% of the issued ordinary share capital otherwise than Special Resolution 16 will propose that the period of notice
in connection with a rights issue, dis-applying pre-emption for general meetings of the Company (other than AGMs)
rights. This will allow shares to be issued to new shareholders, shall not be less than 14 days’ notice. It is intended that
within the prescribed limits, without having to be offered to this flexibility will be used only where the Board believes it
existing shareholders first, thus broadening the shareholder is in the best interests of shareholders as a whole, and an
base of the Company. The Directors will not dilute the explanation will be provided.
interests of existing shareholders by using the authority to
The Directors have carefully considered all the resolutions
issue shares at a price which is less than the Net Asset Value
proposed in the Notice of the AGM and, in their opinion,
(calculated with debt at fair value) of the existing shares in
consider them all to be in the best interests of shareholders
issue at that time. These authorities will expire at the next
as a whole. The Directors therefore recommend that
AGM of the Company or fifteen months after the passing of
shareholders vote in favour of each resolution as they intend
the resolutions, whichever is the earlier.
to do in respect of their own beneficial holdings.
Special Resolution 14: Authority to Buy Back Shares.
By order of the Board
This resolution seeks to renew the Directors’ authority to
purchase up to 14.99% of the Company’s issued share capital
(excluding treasury shares), this being 19,310,946 ordinary
NSM FUNDS (UK) LIMITED
shares as at the last practicable date prior to the publication
of the Notice. The authority will expire at the Company’s next COMPANY SECRETARY / 20 MAY 2026
AGM or 15 months following the passing of this resolution,
if earlier. The principal purpose of share buy-backs is to
enhance the net asset value for remaining shareholders and
purchases will only be made if they do so.
In accordance with the UK Listing Rules, the maximum price
which may be paid for a share must not be more than the
higher of:
(i) 5% above the average of the mid-market values of the
shares for the five business days before the purchase is
made; and
(ii) the higher of the price of the last independent trade in the
shares and the highest then current independent bid for
the shares on the London Stock Exchange. The minimum
price which may be paid will be 25p per share, this being
the nominal value of a share. In making purchases, the
Company will deal only with member firms of the London
Stock Exchange.
The Company will finance the purchase of ordinary shares by
using its existing cash balance or borrowing facilities or by
selling securities in the Company’s portfolio.
The Directors hold repurchased shares in treasury with a
view to possible resale.
54 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
## Statement of Directors’ Responsibilities
IN RESPECT OF THE PREPARATION OF THE ANNUAL FINANCIAL REPORT
The Directors are responsible for preparing the annual The Directors are responsible for the maintenance and
financial report and financial statements in accordance with integrity of the corporate and financial information included
applicable law and regulations. on the Company’s website, which is maintained by the
Company’s Manager. Legislation in the UK governing the
Company law requires the directors to prepare financial
preparation and dissemination of financial statements may
statements for each financial year. Under that law the directors
differ from legislation in other jurisdictions.
have prepared the financial statements in accordance with
United Kingdom Generally Accepted Accounting Practice RESPONSIBILITY STATEMENT OF THE DIRECTORS
(United Kingdom Accounting Standards, comprising FRS 102
IN RESPECT OF THE ANNUAL FINANCIAL REPORT
“The Financial Reporting Standard applicable in the UK and
Each of the Directors, whose names and functions are listed in
Republic of Ireland”, and applicable law).
pages 39 and 40 confirm that, to the best of their knowledge:
Under company law the Directors must not approve the
• the financial statements, prepared in accordance with
financial statements unless they are satisfied that they give a
United Kingdom Accounting Standards, comprising FRS
true and fair view of the state of affairs of the Company and
102, give a true and fair view of the assets, liabilities,
of its profit or loss for that period.
financial position and return of the Company; and
In preparing these financial statements, the Directors are
• the Strategic Report includes a fair review of the
required to:
development and performance of the business and the
position of the Company, together with a description of
• select suitable accounting policies and then apply them
the principal risks and uncertainties that it faces.
consistently;
We consider the annual financial report, taken as a whole,
• make judgements and accounting estimates that are
is fair, balanced and understandable and provides the
reasonable and prudent;
information necessary for shareholders to assess the
• state whether applicable United Kingdom Accounting Company’s position and performance, business model and
Standards, comprising FRS 102 have been followed, subject strategy.
to any material departures disclosed and explained in the
In the case of each Director in office at the date the Directors’
financial statements; and
report is approved:
• prepare the financial statements on a going concern basis
• so far as the Director is aware, there is no relevant audit
unless it is inappropriate to presume that the Company will
information of which the Company’s Auditors are unaware;
continue in business.
and
The Directors are responsible for keeping adequate
• they have taken all the steps that they ought to have
accounting records that are sufficient to show and explain
taken as a Director in order to make themselves aware of
the Company’s transactions and disclose with reasonable
any relevant audit information and to establish that the
accuracy at any time the financial position of the Company
Company’s Auditors are aware of that information.
and enable them to ensure that its financial statements
comply with the Companies Act 2006.
Signed on behalf of the Board of Directors
They are responsible for such internal controls as they
determine are necessary to enable the preparation of
financial statements that are free from material misstatement, ELISABETH STHEEMAN
whether due to fraud or error, and have general responsibility
CHAIR
for taking such steps as are reasonably open to them to
safeguard the assets of the Company and to prevent and 20 May 2026
detect fraud and other irregularities.
Under applicable law and regulations, the Directors are
also responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Corporate
Governance Statement that complies with that law and those
regulations.
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 55
## Directors’ Remuneration Report
FOR THE YEAR ENDED 31 MARCH 2026
This report has been prepared under the requirements of The Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013.
The Company’s auditors are required to audit certain of the disclosures provided in this Report. Where disclosures have been
audited, they are indicated in this Report. The independent auditor’s opinion is included on pages 59 to 64.
REMUNERATION RESPONSIBILITIES
The Board has resolved that a remuneration committee is not appropriate for a company of this size and nature. Remuneration
is therefore regarded as part of the Board’s responsibilities to be addressed regularly. All Directors are non-executive and they
all participate in meetings of the Board at which Directors’ remuneration is considered.
ANNUAL STATEMENT ON DIRECTORS’ REMUNERATION
For the year ended 31 March 2026, fees paid to the Directors per annum were:

|  | Current fee |  | Percentage |  |  |
| --- | --- | --- | --- | --- | --- |
|  |  | from |  | increase |  |
|  |  | 1 April | during the |  |  |
| Role |  | 2025 |  |  | year |

Chair £49,500 5.10%
Senior Independent Director £35,500 5.34%
Audit Committee Chair £39,500 5.33%
Director £32,500 6.56%
The Board carried out a review of Directors’ annual fees during the year with regard to the latest inflation rates, measured by
the increase in the Consumer Price Index, and taking into account peer group comparisons by sector and market capitalisation.
Following this review, it was agreed that annual fees would be increased by 3% (rounded up to the next £100), effective 1 April
2026. The Board believes that the level of increase and resulting fees appropriately reflects prevailing market rates for an
investment trust of the Company’s size, the increasing complexity of regulation and resulting time spent by the Directors on
Company matters, and will also enable the Company to attract appropriately experienced additional Directors in the future.
Due to the size and nature of the Company, it was not deemed necessary to use a remuneration consultant although the Board
did review independent peer group information on Directors’ fees and took this into account in its deliberations.
REMUNERATION FOR THE YEAR ENDED 31 MARCH 2026
THE COMPANY’S PERFORMANCE
The following graph plots, in annual increments, the net asset value total return and share price total return to ordinary
shareholders compared to the total return of the FTSE All-Share Index over the ten years to 31 March 2026. This index is the
benchmark adopted by the Company for comparison purposes.
250 Share price Net Asset Value (debt at fair value) FTSE All-Share Index
200
Total Returns Over Ten Years
Rebased to 100 at 31 March 2026 150
100
50
202620252016 2017 2018 2019 2020 2021 2022 2023 2024
Source: LSEG Data & Analytics
56 GOVERNANCE THE EDINBURGH INVESTMENT TRUST PLC
DIRECTORS’ REMUNERATION REPORT / CONTINUED
SINGLE TOTAL FIGURE OF REMUNERATION FOR THE YEAR (AUDITED)
The single total figure of remuneration for each Director is detailed below, together with the prior year comparative:
Year ended 31 March 2026 Year ended 31 March 2025

|  |  | Taxable |  |  |  |  |  | Taxable |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | (1) |  |  |  |  |  | (1) |  |  |
| Fees |  | Benefits |  | Total |  | Fees |  | Benefits |  | Total |  |
|  | £ |  | £ |  | £ |  | £ |  | £ |  | £ |

Elisabeth Stheeman 49,500 2,286 51,786 47,100 562 47,662
Steve Baldwin 39,500 305 39,805 37,500 406 37,906
Patrick Edwardson 32,500 1,507 34,007 30,500 2,574 33,074
Aidan Lisser 35,500 615 36,115 33,700 320 34,020
Annabel Tagoe-Bannerman 32,500 636 33,136 30,500 592 31,092
Total 189,500 5,349 194,849 179,300 4,454 183,754
(1) Taxable benefits relate to grossed up costs of travel.
In accordance with The Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019,
this table has been included to show the annual percentage change over the preceding financial year by comparison to the
current financial year in respect of each Director. The Board will publish this annual percentage change cumulatively each
year going forward until there is an annual percentage change over the five financial years preceding the relevant financial
year in accordance with the new regulation. These fees exclude taxable benefits which could vary substantially as they reflect
expenses incurred whilst carrying out the Board’s duties.
The single total figure of remuneration for each Director is detailed below, with year on year changes since year ended
31 March 2023.

|  |  |  |  | 2026 |  |  |  |  | 2025 |  |  |  |  | 2024 |  |  |  |  | 2023 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Fees |  | Benefits |  |  | Fees |  | Benefits |  |  | Fees |  | Benefits |  |  | Fees |  | Benefits |  |  |
| Non–executive directors |  | £ |  |  | £ |  | £ |  |  | £ |  | £ |  |  | £ |  | £ |  |  | £ |

Total 49,500 2,286 47,100 562 47,100 1,448 40,063 901
Elisabeth Stheeman
(Chair from 21 July 2022)
% change 5% 75% –% (158)% 18% 60% 47% 295%
Total 39,500 305 37,500 406 37,500 240 35,000 785
Steve Baldwin
% change 5% (453)% –% (41)% 7% (69)% 10% –%
Total 32,500 (1,507) 30,500 2,574 30,500 1,039 28,500 1,620
Patrick Edwardson
% change 6% 71% –% 60% 7% (35)% 5% 32%
Total 35,500 615 33,700 320 32,867 740 24,140 741
Aidan Lisser
(appointed 27 May 2022)
% change 5% 48% 2% (131)% 36% 0% –% –%
Annabel Tagoe- Total 32,500 636 30,500 592 30,500 255 4,421 –
Bannerman (appointed
7February 2023) % change 6% 7% –% 57% 590% –% –% –%
Former Directors
Total – – – – 9,493 – 31,500 465
Vicky Hastings
(retired 17 July 2023)
% change –% –% –% –% (70)% –% 3% 45%
Total – – – – – – 14,307 6,819
Glen Suarez
(retired 21July 2022)
% change –% –% –% –% –% –% (67)% 40%
Total 189,500 5,349 179,300 4,454 187,960 3,722 177,931 11,331
Total % change 5% (7%) 5% 16% 5% (204)% (1)% 63%
THE EDINBURGH INVESTMENT TRUST PLC GOVERNANCE 57
DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS (AUDITED)
Save as stated below, no Director had any interests, beneficial or otherwise, in the ordinary shares of the Company during
the year. No changes to these holdings have been notified since the year end. No connected person interests have been notified.
Directors hold shares in the Company at their discretion. Share ownership is encouraged, but no guidelines have been set.
The beneficial interests of the Directors in the ordinary share capital of the Company are set out below:

| 31 March |  | 31 March |  |
| --- | --- | --- | --- |
|  | 2026 |  | 2025 |
|  | Shares |  | Shares |
|  | held |  | held |

Elisabeth Stheeman 19,363 16,883
Steve Baldwin - -
1
Patrick Edwardson 60,000 60,000
Aidan Lisser 6,180 6,180
Annabel Tagoe-Bannerman 2,047 2,047
1 Patrick Edwardson’s holding includes 13,000 shares which are being held by a connected person.
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table compares the remuneration paid to the non-executive Directors with aggregate distributions to shareholders
in respect of the year to 31 March 2026 and the prior year:
2026 2025 Change
£’000 £’000 £’000
Aggregate Directors’ Remuneration 172* 182* 10,000
Aggregate Shareholder Distributions 42,986 41,810 1,176
* This is different from the remuneration table on page 56 by £18,000 (2025: £4,000) due to (under)/over accruals brought forward.
VOTING AT LAST ANNUAL GENERAL MEETING
At the Annual General Meeting of the Company held on 22 July 2025, a resolution approving the Chair’s Annual Statement and
Report on Remuneration was passed, along with the Remuneration Policy. The votes cast (including votes cast at the Chair’s
discretion) were as follows.
Number of Number of
Votes Voting Votes
For Voting % against % Withheld
Annual Statement and Report on Remuneration 38,189,345 99.54 0.46% 182,236
Remuneration Policy for the year ended 31 March 2025 38,167,672 99.41 0.59% 155,123
APPROVAL
This Directors’ Remuneration Report was approved by the Board of Directors on 20 May 2026.
ELISABETH STHEEMAN
CHAIR
20 May 2026
Signed on behalf of the Board of Directors
58 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
## Financial review
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 59
## Independent Auditors’ Report
TO THE MEMBERS OF THE EDINBURGH INVESTMENT TRUST PLC
REPORT ON THE AUDIT OF THE FINANCIAL Overview
STATEMENTS Audit scope
Opinion
• We conducted our audit of the financial statements
In our opinion, The Edinburgh Investment Trust plc’s financial
using information from The Bank of New York Mellon
statements:
(International) Limited (the “Administrator” and the
“Custodian”) and NSM Funds (UK) Limited (the “Company
• give a true and fair view of the state of the Company’s
Secretary”) to whom the Manager has, with the consent
affairs as at 31 March 2026 and of its returns and cash flows
of the Directors, delegated the provision of certain
for the year then ended;
administrative functions.
• have been properly prepared in accordance with United
• We tailored the scope of our audit taking into account the
Kingdom Generally Accepted Accounting Practice (United
types of investments within the Company, the involvement
Kingdom Accounting Standards, including FRS 102 “The
of the third parties referred to above, the accounting
Financial Reporting Standard applicable in the UK and
processes and controls, and the industry in which the
Republic of Ireland”, and applicable law); and
Company operates.
• have been prepared in accordance with the requirements
• We obtained an understanding of the control environment
of the Companies Act 2006.
in place at both the Manager and the Administrator, and
We have audited the financial statements, included within adopted a fully substantive testing approach using reports
the Annual Financial Report (the “Annual Report”), which obtained from the Administrator.
comprise:
Key audit matters
• the Balance Sheet as at 31 March 2026;
• Valuation and existence of investments.
• the Income Statement for the year then ended;
• Accuracy, completeness and occurrence of income.
• the Statement of Changes in Equity for the year then
Materiality
ended;
• Overall materiality: £10,594,320 (2025: £11,256,940) based
• the Statement of Cash Flows for the year then ended; and
on 1% of Net Assets.
• the notes to the financial statements, which include a
• Performance materiality: £7,945,740 (2025: £8,442,705).
description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit The scope of our audit
Committee. As part of designing our audit, we determined materiality
and assessed the risks of material misstatement in the
BASIS FOR OPINION financial statements. In particular, we looked at where the
We conducted our audit in accordance with International Directors made subjective judgements, for example in
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. respect of significant accounting estimates that involved
Our responsibilities under ISAs (UK) are further described making assumptions and considering future events that are
in the Auditors’ responsibilities for the audit of the financial inherently uncertain.
statements section of our report. We believe that the audit
evidence we have obtained is sufficient and appropriate to Key audit matters
provide a basis for our opinion. Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
Independence of the financial statements of the current period and include
We remained independent of the Company in accordance the most significant assessed risks of material misstatement
with the ethical requirements that are relevant to our audit (whether or not due to fraud) identified by the auditors,
of the financial statements in the UK, which includes the including those which had the greatest effect on: the overall
FRC’s Ethical Standard, as applicable to listed public interest audit strategy; the allocation of resources in the audit; and
entities, and we have fulfilled our other ethical responsibilities directing the efforts of the engagement team. These matters,
in accordance with these requirements. and any comments we make on the results of our procedures
thereon, were addressed in the context of our audit of the
To the best of our knowledge and belief, we declare that non-
financial statements as a whole, and in forming our opinion
audit services prohibited by the FRC’s Ethical Standard were
thereon, and we do not provide a separate opinion on these
not provided.
matters.
We have provided no non-audit services to the Company in
This is not a complete list of all risks identified by our audit.
the period under audit.
The key audit matters below are consistent with last year.
OUR AUDIT APPROACH
Context
The Edinburgh Investment Trust plc (the “Company”) is a
standalone Investment Trust Company and engages Liontrust
Fund Partners LLP (the “Manager”) to manage its assets.
60 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
INDEPENDENT AUDITORS’ REPORT / CONTINUED
Key audit matter How our audit addressed the key audit matter
Valuation and existence of investments
Refer to the Audit Committee Report, Accounting policies We tested the valuation of all of the quoted equity investments
(C (v)) and Notes to the Financial Statements (Note 9). as at 31 March 2026 by agreeing the valuation to independent
third-party sources; and
The investment portfolio as at 31 March 2026 comprised
quoted equity investments (level 1) valued at £1,168m We tested the existence of all of the quoted equity investments
(2025: £1,231m). as at 31 March 2026 by agreeing investment holdings to an
independent custodian confirmation.
We focused on the valuation and existence of listed
investments because investments represent the principal
element of the net asset value of the Company.
Accuracy, completeness and occurrence of income
Refer to the Report of the Audit Committee, Accounting We assessed the accounting policy for income recognition for
policies (F) and Notes to the Financial Statements compliance with accounting standards and the AIC SORP and
(Note2). performed testing to check that income had been accounted
for in accordance with the stated accounting policy. We found
The Company has reported revenue of £41m (2025:
that the accounting policies implemented were in accordance
£41m).
with accounting standards and the AIC SORP, and that income
During the year, the Company received special dividends from investments has been accounted for in accordance with
amounting to £1.7m. All special dividends were classified the stated accounting policy.
as revenue (2025: £2.5m of which £1.8m was classified
We tested accuracy of dividend receipts by agreeing the
as revenue).
dividend rates to independent market data.
We focused on the accuracy, completeness and
To test for completeness, we verified that all dividends declared
occurrence of investment income as incomplete or
in the market for each investment holding in the portfolio had
inaccurate income could have a material impact on the
been accurately recorded.
Company’s net asset value.
We tested occurrence of dividends recorded in the year had
We also focused on the accounting policy for investment
been declared in the market.
income recognition and the presentation of investment
income in the Income Statement for compliance with We also tested the allocation and presentation of dividend
the requirements of The Association of Investment income between the revenue and capital return columns of the
Companies Statement of Recommended Practice (the Income Statement in line with the requirements set out in the
“AIC SORP”), as incorrect application could indicate a AIC SORP by determining reasons behind dividend distributions.
misstatement in income recognition. For special dividends, we assessed the appropriateness of the
classification of special dividends as revenue or capital with
reference to publicly available information.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 61
How we tailored the audit scope We use performance materiality to reduce to an appropriately
We tailored the scope of our audit to ensure that we low level the probability that the aggregate of uncorrected
performed enough work to be able to give an opinion on and undetected misstatements exceeds overall materiality.
the financial statements as a whole, taking into account the Specifically, we use performance materiality in determining
structure of the Company, the accounting processes and the scope of our audit and the nature and extent of our
controls, and the industry in which it operates. testing of account balances, classes of transactions and
disclosures, for example in determining sample sizes. Our
The Company’s accounting is delegated to the Administrator
performance materiality was 75% (2025: 75%) of overall
who maintains the Company’s accounting records and who
materiality, amounting to £7,945,740 (2025: £8,442,705) for
has implemented controls over those accounting records.
the Company financial statements.
We obtained our audit evidence from substantive tests.
However, as part of our risk assessment, we understood and In determining the performance materiality, we considered
assessed the internal controls in place at both the Manager a number of factors - the history of misstatements, risk
and the Administrator to the extent relevant to our audit. assessment and aggregation risk and the effectiveness of
This assessment of the operating and accounting structure in controls - and concluded that an amount at the upper end of
place at both organisations involved obtaining and analysing our normal range was appropriate.
the relevant controls reports issued by the independent
We agreed with the Audit Committee that we would report
service auditor of the Manager and the Administrator in
to them misstatements identified during our audit above
accordance with generally accepted assurance standards
£529,716 (2025: £562,847) as well as misstatements below
for such work. Following this assessment, we applied
that amount that, in our view, warranted reporting for
professional judgement to determine the extent of testing
qualitative reasons.
required over each balance in the financial statements.
CONCLUSIONS RELATING TO GOING CONCERN
The impact of climate risk on our audit
Our evaluation of the Directors’ assessment of the Company’s
In conducting our audit, we made enquiries of the Directors
ability to continue to adopt the going concern basis of
and the Portfolio Manager to understand the extent of the
accounting included:
potential impact of climate change risk on the Company’s
financial statements. The Directors and Portfolio Manager • evaluating the Directors’ updated risk assessment and
concluded that the impact on the measurement and considering whether it addressed relevant threats,
disclosures within the financial statements is not material including rising inflation and the wider macroeconomic
because the majority of the Company’s investment portfolio uncertainty;
is made up of level 1 quoted securities which are valued at fair
• evaluating the Directors’ assessment of potential
value based on market prices. We found this to be consistent
operational impacts, considering their consistency with
with our understanding of the Company’s investment
other available information and our understanding of the
activities. We also considered the consistency of the climate
business and assessed the potential impact on the financial
change disclosures included in the Strategic Report and
statements;
Portfolio Manager’s Report with the financial statements and
our knowledge from our audit. • reviewing the Directors’ assessment of the Company’s
financial position in the context of its ability to meet
Materiality
future expected operating expenses, their assessment of
The scope of our audit was influenced by our application
liquidity as well as their review of the operational resilience
of materiality. We set certain quantitative thresholds for
of the Company and oversight of key third-party service
materiality. These, together with qualitative considerations,
providers;
helped us to determine the scope of our audit and the
nature, timing and extent of our audit procedures on the • assessing the premium/discount the Company’s share
individual financial statement line items and disclosures and price trades as compared to the net asset value per share;
in evaluating the effect of misstatements, both individually and
and in aggregate on the financial statements as a whole.
• assessing the implication of significant reductions in NAV
Based on our professional judgement, we determined as a result of severe but plausible downside scenario in
materiality for the financial statements as a whole as follows: the market’s performance on the ongoing ability of the
Company to operate.
Overall Company materiality
Based on the work we have performed, we have not identified
£10,594,320 (2025: £11,256,940). any material uncertainties relating to events or conditions
How we determined it that, individually or collectively, may cast significant doubt
on the Company’s ability to continue as a going concern for
1% of Net Assets.
a period of at least twelve months from when the financial
Rationale for benchmark applied statements are authorised for issue.
We believe that net assets is the primary measure used
In auditing the financial statements, we have concluded that
by the shareholders in assessing the performance of the
the Directors’ use of the going concern basis of accounting
entity, and is a generally accepted auditing benchmark. This
in the preparation of the financial statements is appropriate.
benchmark provides an appropriate and consistent year on
year basis for our audit.
62 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
INDEPENDENT AUDITORS’ REPORT / CONTINUED
However, because not all future events or conditions can CORPORATE GOVERNANCE STATEMENT
be predicted, this conclusion is not a guarantee as to the The Listing Rules require us to review the Directors’
Company’s ability to continue as a going concern. statements in relation to going concern, longer-term viability
and that part of the corporate governance statement relating
In relation to the Directors’ reporting on how they have
to the Company’s compliance with the provisions of the UK
applied the UK Corporate Governance Code, we have
Corporate Governance Code specified for our review. Our
nothing material to add or draw attention to in relation to
additional responsibilities with respect to the corporate
the Directors’ statement in the financial statements about
governance statement as other information are described in
whether the Directors considered it appropriate to adopt the
the Reporting on other information section of this report.
going concern basis of accounting.
Based on the work undertaken as part of our audit, we
Our responsibilities and the responsibilities of the Directors
have concluded that each of the following elements of the
with respect to going concern are described in the relevant
corporate governance statement is materially consistent with
sections of this report.
the financial statements and our knowledge obtained during
REPORTING ON OTHER INFORMATION the audit, and we have nothing material to add or draw
The other information comprises all of the information in attention to in relation to:
the Annual Report other than the financial statements and
• The Directors’ confirmation that they have carried out a
our auditors’ report thereon. The Directors are responsible
robust assessment of the emerging and principal risks;
for the other information. Our opinion on the financial
statements does not cover the other information and, • The disclosures in the Annual Report that describe those
accordingly, we do not express an audit opinion or, except to principal risks, what procedures are in place to identify
the extent otherwise explicitly stated in this report, any form emerging risks and an explanation of how these are being
of assurance thereon. managed or mitigated;
In connection with our audit of the financial statements, • The Directors’ statement in the financial statements about
our responsibility is to read the other information and, whether they considered it appropriate to adopt the
in doing so, consider whether the other information is going concern basis of accounting in preparing them, and
materially inconsistent with the financial statements or our their identification of any material uncertainties to the
knowledge obtained in the audit, or otherwise appears to Company’s ability to continue to do so over a period of
be materially misstated. If we identify an apparent material at least twelve months from the date of approval of the
inconsistency or material misstatement, we are required to financial statements;
perform procedures to conclude whether there is a material
• The Directors’ explanation as to their assessment of the
misstatement of the financial statements or a material
Company’s prospects, the period this assessment covers
misstatement of the other information. If, based on the work
and why the period is appropriate; and
we have performed, we conclude that there is a material
misstatement of this other information, we are required to • The Directors’ statement as to whether they have a
report that fact. We have nothing to report based on these reasonable expectation that the Company will be able
responsibilities. to continue in operation and meet its liabilities as they
fall due over the period of its assessment, including any
With respect to the Strategic report and Directors’ Report,
related disclosures drawing attention to any necessary
we also considered whether the disclosures required by the
qualifications or assumptions.
UK Companies Act 2006 have been included.
Our review of the Directors’ statement regarding the longer-
Based on our work undertaken in the course of the audit,
term viability of the company was substantially less in
the Companies Act 2006 requires us also to report certain
scope than an audit and only consisted of making inquiries
opinions and matters as described below.
and considering the Directors’ process supporting their
statement; checking that the statement is in alignment with
Strategic report and Directors’ Report
the relevant provisions of the UK Corporate Governance Code;
In our opinion, based on the work undertaken in the course
and considering whether the statement is consistent with the
of the audit, the information given in the Strategic report
financial statements and our knowledge and understanding
and Directors’ Report for the year ended 31 March 2026
of the Company and its environment obtained in the course
is consistent with the financial statements and has been
of the audit.
prepared in accordance with applicable legal requirements.
In addition, based on the work undertaken as part of our audit,
In light of the knowledge and understanding of the Company
we have concluded that each of the following elements of
and its environment obtained in the course of the audit, we
the corporate governance statement is materially consistent
did not identify any material misstatements in the Strategic
with the financial statements and our knowledge obtained
report and Directors’ Report.
during the audit:
Directors’ Remuneration
• The Directors’ statement that they consider the
In our opinion, the part of the Directors’ Remuneration Report
Annual Report, taken as a whole, is fair, balanced and
to be audited has been properly prepared in accordance with
understandable, and provides the information necessary
the Companies Act 2006.
for the members to assess the Company’s position,
performance, business model and strategy;
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 63
• The section of the Annual Report that describes the review Act 2006. We evaluated management’s incentives and
of effectiveness of risk management and internal control opportunities for fraudulent manipulation of the financial
systems; and statements (including the risk of override of controls), and
determined that the principal risks were related to posting
• The section of the Annual Report describing the work of
inappropriate journal entries to increase revenue (investment
the Audit Committee.
income and capital gains) or to increase net asset value. Audit
We have nothing to report in respect of our responsibility procedures performed by the engagement team included:
to report when the Directors’ statement relating to the
• Enquiries with management, including consideration of
Company’s compliance with the Code does not properly
known or suspected instances of non-compliance with
disclose a departure from a relevant provision of the Code
laws and regulations and fraud;
specified under the Listing Rules for review by the auditors.
• Understanding the controls implemented by Liontrust Fund
RESPONSIBILITIES FOR THE FINANCIAL
Partners LLP (the “Manager”) and The Bank of New York
STATEMENTS AND THE AUDIT Mellon (International) Limited (the “Administrator” and
Responsibilities of the Directors for the financial “Custodian”) designed to prevent and detect irregularities;
statements
• Assessment of the Company’s compliance with the
As explained more fully in the Statement of Directors’
requirements of Chapter 4 of Part 24 of the Corporation
Responsibilities, the Directors are responsible for the
Tax Act 2010,including recalculation of numerical aspects
preparation of the financial statements in accordance with
of the eligibility conditions;
the applicable framework and for being satisfied that they
give a true and fair view. The Directors are also responsible • Identifying and testing journal entries, in particular year
for such internal control as they determine is necessary to end journal entries posted by the Administrator during the
enable the preparation of financial statements that are free preparation of the financial statements;
from material misstatement, whether due to fraud or error.
• Reviewing relevant meeting minutes, including those of
In preparing the financial statements, the Directors are the Audit Committee; and
responsible for assessing the Company’s ability to continue
• Designing audit procedures to incorporate unpredictability
as a going concern, disclosing, as applicable, matters related
around the nature, timing or extent of our testing.
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate There are inherent limitations in the audit procedures
the Company or to cease operations, or have no realistic described above. We are less likely to become aware of
alternative but to do so. instances of non-compliance with laws and regulations that
are not closely related to events and transactions reflected
Auditors’ responsibilities for the audit of the
in the financial statements. Also, the risk of not detecting a
financial statements material misstatement due to fraud is higher than the risk
Our objectives are to obtain reasonable assurance about of not detecting one resulting from error, as fraud may
whether the financial statements as a whole are free from involve deliberate concealment by, for example, forgery or
material misstatement, whether due to fraud or error, intentional misrepresentations, or through collusion.
and to issue an auditors’ report that includes our opinion.
Our audit testing might include testing complete populations
Reasonable assurance is a high level of assurance, but is not
of certain transactions and balances, possibly using data
a guarantee that an audit conducted in accordance with
auditing techniques. However, it typically involves selecting
ISAs (UK) will always detect a material misstatement when
a limited number of items for testing, rather than testing
it exists. Misstatements can arise from fraud or error and are
complete populations. We will often seek to target particular
considered material if, individually or in the aggregate, they
items for testing based on their size or risk characteristics. In
could reasonably be expected to influence the economic
other cases, we will use audit sampling to enable us to draw
decisions of users taken on the basis of these financial
a conclusion about the population from which the sample is
statements.
selected.
Irregularities, including fraud, are instances of non-
A further description of our responsibilities for the audit of
compliance with laws and regulations. We design procedures
the financial statements is located on the FRC’s website at:
in line with our responsibilities, outlined above, to detect
www.frc.org.uk/auditorsresponsibilities. This description
material misstatements in respect of irregularities, including
forms part of our auditors’ report.
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to breaches of Chapter 4 of Part
24 of the Corporation Tax Act 2010, and we considered the
extent to which non-compliance might have a material effect
on the financial statements. We also considered those laws
and regulations that have a direct impact on the financial
statements such as the requirements of the Companies
64 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
INDEPENDENT AUDITORS’ REPORT / CONTINUED
Use of this report
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and
for no other purpose. We do not, in giving these opinions,
accept or assume responsibility for any other purpose or to
any other person to whom this report is shown or into whose
hands it may come save where expressly agreed by our prior
consent in writing.
OTHER REQUIRED REPORTING
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not obtained all the information and explanations
we require for our audit; or
• adequate accounting records have not been kept by the
Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by
law are not made; or
• the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Appointment
We were first appointed by the Company for the financial
year ended 31 March 2020. Our uninterrupted engagement
covers 7 financial years.
LAUREN COOPER (SENIOR STATUTORY AUDITOR)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
20 May 2026
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 65
## Income Statement
FOR THE YEAR ENDED 31 MARCH

|  |  |  | 2026 |  |  |  | 2025 |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | Revenue |  | Capital | Total | Revenue |  | Capital | Total |
| Notes |  | £’000 | £’000 | £’000 |  | £’000 | £’000 | £’000 |

Gains on investments held at fair
9(b) – 46,346 46,346 – 53,697 53,697
value
(Losses)/gains on foreign
– (17) (17) – 22 22
exchange
Income 2 40,750 – 40,750 40,666 – 40,666
Investment management fee 3 (1,410) (3,291) (4,701) (1,385) (3,231) (4,616)
Other expenses 4 (1,242) (19) (1,261) (1,274) (19) (1,293)
Net return before finance costs
38,098 43,019 81,117 38,007 50,469 88,476
and taxation
Finance costs 5 (893) (2,052) (2,945) (884) (2,066) (2,950)
Return before taxation 37,205 40,967 78,172 37,123 48,403 85,526
Taxation 6 (28) – (28) (78) – (78)
Return after taxation for the
37,177 40,967 78,144 37,045 48,403 85,448
financial year
Return per ordinary share:
Basic and diluted 7 26.60p 29.31p 55.91p 25.02p 32.70p 57.72p
The total columns of this statement represent the Company’s profit and loss account. The supplementary revenue and capital
columns are both prepared in accordance with the Statement of Recommended Practice issued by the AIC. All items in the
above statement derive from continuing operations of the Company. No operations were acquired or discontinued in the year.
The accompanying notes are an integral part of these financial statements.
66 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
## Statement of Changes in Equity
FOR THE YEAR ENDED 31 MARCH 2026
Capital

|  | Share |  | Share | Redemption |  | Capital |  | Revenue |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  |  |  |  |  | 1 |  |  | 1 |  |
|  | Capital | Premium |  |  | Reserve | Reserve |  | Reserve |  |  | Total |
| Notes | £’000 |  | £’000 |  | £’000 | £’000 |  |  | £’000 |  | £’000 |

At 1 April 2024 48,917 10,394 24,676 1,004,498 46,562 1,135,047
Return on ordinary activities – – – 48,403 37,045 85,448
Dividends paid 8 – – – – (40,983) (40,983)
Shares bought back and held
2 13 – – – (53,566) – (53,566)
intreasury
At 31 March 2025 48,917 10,394 24,676 999,335 42,624 1,125,946
Return on ordinary activities – – – 40,967 37,177 78,144
Dividends paid 8 – – – – (42,477) (42,477)
Shares bought back and held
2 13 – – – (102,181) – (102,181)
intreasury
At 31 March 2026 48,917 10,394 24,676 938,121 37,324 1,059,432
1 The revenue reserve and certain amounts of the capital reserve are distributable by way of dividend.
2 Shares bought back and held in treasury includes transaction costs.
The accompanying notes are an integral part of these financial statements.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 67
## Balance Sheet
AT 31 MARCH
2026 2025
Notes £’000 £’000
Non-current assets
Investments held at fair value through profit and loss 9(a) 1,167,549 1,230,888
Current assets
Debtors 10 12,705 8,518
Cash and cash equivalents 1,123 7,233
Total assets 1,181,377 1,246,639
Non-current liabilities
Unsecured Senior Loan Notes 12 (120,000) (120,000)
Current liabilities
Other payables 11 (1,945) (693)
Total assets less current liabilities 1,179,432 1,245,946
Total liabilities (121,945) (120,693)
Net assets 1,059,432 1,125,946
Equity

| Called up share capital | 13 48,917 48,917 |
| --- | --- |
| Share premium account | 14 10,394 10,394 |
| Capital redemption reserve | 14 24,676 24,676 |
| Capital reserve | 14 938,121 999,335 |
| Revenue reserve | 14 37,324 42,624 |

Total equity 1,059,432 1,125,946
Net asset value per ordinary share:
Basic and diluted - debt at par value 15 804.72p 780.17p
Basic and diluted- debt at fair value 15 846.04p 817.16p
The financial statements were approved and authorised for issue by the Board of Directors on 20 May 2026.
ELISABETH STHEEMAN
CHAIR
Signed on behalf of the Board of Directors
Company Number SC001836
The accompanying notes are an integral part of these financial statements.
68 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
## Statement of Cash Flows
FOR THE YEAR ENDED 31 MARCH
2026 2025
£’000 £’000
Cash flow from operating activities
Net return before finance costs and taxation 81,117 88,476
Tax on overseas income (28) (78)
Adjustments for:

| Purchase of investments |  | (261,037) (559,942) |  |
| --- | --- | --- | --- |
| Sale of investments | 368,227 593,166 |  |  |
| Gains on investments held at fair value |  | (46,346) (53,697) |  |
| (Increase)/decrease in debtors |  |  | (1,692) 1,594 |
| Decrease in creditors | (59) (3) |  |  |
| Net cash inflow from operating activities | 140,182 69,516 |  |  |

Cash flow from financing activities

| Interest paid on overdraft |  | (1) (7) |
| --- | --- | --- |
| Interest paid on Unsecured Senior Loan Notes | (2,944) (2,943) |  |
| Shares bought back and held in treasury | (100,870) (54,664) |  |
| Dividends paid | (42,477) (40,983) |  |

Net cash outflow from financing activities (146,292) (98,597)
Net decrease in cash and cash equivalents (6,110) (29,081)
Cash and cash equivalents at start of the year 7,233 36,314
Cash and cash equivalents at the end of the year 1,123 7,233
Reconciliation of cash and cash equivalents to the Balance Sheet is as follows:
Cash held at custodian 1,037 1,068
Goldman Sachs Liquidity Reserve International Fund - Money Market Fund 86 6,165
Cash and cash equivalents 1,123 7,233

| At 1 April |  |  |  | Non-cash |  | At 31 March |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | 2025 | Cash flow |  | movement |  |  | 2026 |
|  | £’000 |  | £’000 |  | £’000 |  | £’000 |

Reconciliation of net debt:
Cash and cash equivalents 7,233 (6,110) – 1,123
Unsecured Senior Loan Notes (120,000) – – (120,000)
Total (112,767) (6,110) – (118,877)

| At 1 April |  |  |  | Non-cash |  | At 31 March |  |
| --- | --- | --- | --- | --- | --- | --- | --- |
|  | 2024 | Cash flow |  | movement |  |  | 2025 |
|  | £’000 |  | £’000 |  | £’000 |  | £’000 |

Reconciliation of net debt:
Cash and cash equivalents 36,314 (29,081) – 7,233
Unsecured Senior Loan Notes (120,000) – – (120,000)
Total (83,686) (29,081) – (112,767)
The accompanying notes are an integral part of these financial statements.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 69
## Notes to the Financial Statements
1. PRINCIPAL ACCOUNTING POLICIES
Accounting policies describe the Company’s approach to recognising and measuring transactions during the year and the
position of the Company at the year end.
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies
have been consistently applied during the year and the preceding year.
A. Basis of Preparation
Accounting Standards Applied
The financial statements have been prepared in accordance with the Companies Act 2006, applicable United Kingdom
Accounting Standards and applicable law (UK Generally Accepted Accounting Practice (UK GAAP)) including FRS 102 ‘The
Financial Reporting Standard applicable in the UK and Republic of Ireland’ and with the Statement of Recommended Practice
Financial Statements of Investment Trust Companies and Venture Capital Trusts, issued by the Association of Investment
Companies (SORP) in April 2021 (as amended in July 2022).
The financial statements are issued on a going concern basis. Details of the Directors’ assessment of the going concern status
of the Company, which considered the adequacy of the Company’s resources are given on page 51 of the annual report.
However, the Directors’ have elected to present a cash flow statement in the annual financial report to present additional
relevant information to readers of the financial statements.
Significant Accounting Estimates, Assumptions and Judgements
The preparation of the financial statements may require the use of estimates, assumptions and judgements which may affect
the reported amounts of assets and liabilities at the reporting date. While estimates are based on best judgement using
information and financial data available, the actual outcome may differ from these estimates. The Directors have applied their
judgement for the allocation of the investment management fee and finance costs between capital and revenue in the income
statement as set out in Note 1G and the treatment of special dividend income between capital and income, as set out in Note 1J.
The Directors do not believe that these judgements nor any accounting estimates, assumptions or judgements that have been
applied to the financial statements have a significant risk of causing material adjustment to the carrying amount of assets and
liabilities within the next financial year.
B. Foreign Currency and Segmental Reporting
(i) Functional and presentational currency
The financial statements are presented in sterling, which is the Company’s functional and presentational currency and the
currency in which the Company’s share capital and expenses, as well as its assets and liabilities, are denominated.
(ii) Transactions and balances
Transactions in foreign currency, whether of a revenue or capital nature, are translated to sterling at the rates of exchange ruling
on the dates of such transactions. Foreign currency assets and liabilities are translated to sterling at the rates of exchange
ruling at the balance sheet date. Any gains or losses, whether realised or unrealised, are taken to the capital reserve or to the
revenue account, depending on whether the gain or loss is of a capital or revenue nature. All gains and losses are recognised
in the income statement.
(iii) Segmental reporting
The Directors are of the opinion that the Company is engaged in a single segment of business of investing in equity and debt
securities, issued by companies quoted mainly on the UK or other recognised stock exchanges.
C. Financial Instruments
The Company has chosen to apply Section 11 and 12 of FRS102 in full in respect of the financial instruments.
(i) Recognition of financial assets and financial liabilities
The Company recognises financial assets and financial liabilities when the Company becomes a party to the contractual
provisions of the instrument. The Company will offset financial assets and financial liabilities if the Company has a legally
enforceable right to set off the recognised amounts and intends to settle on a net basis.
(ii) Derecognition of financial assets
The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire or it transfers
the right to receive the contractual cash flows on the financial asset in a transaction in which substantially all the risks and
rewards of ownership of the financial asset are transferred. Any interest in the transferred financial asset that is created or
retained by the Company is recognised as an asset.
(iii) Derecognition of financial liabilities
The Company derecognises financial liabilities when its obligations are discharged, cancelled or have expired.
(iv) Trade date accounting
Purchases and sales of financial assets are recognised on trade date, being the date on which the Company commits to
purchase or sell the assets.
70 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
(v) Classification and measurement of financial assets and financial liabilities
• Financial assets
The Company’s investments are classified as held at fair value through profit or loss.
Financial assets held at fair value through profit or loss are initially recognised as fair value, which is taken to be their
acquisition price, with transaction costs expensed in the income statement. These are subsequently valued at fair value.
Fair value for investments that are actively traded in organised financial markets is determined by reference to stock
exchange quoted bid prices at the balance sheet date. Fair value for investments that are actively traded but where
active stock exchange quoted bid prices are not available is determined by reference to a variety of valuation techniques
including broker quotes and price modelling. Unquoted, unlisted or illiquid investments are valued by the Directors at
fair value using a variety of valuation techniques including earnings multiples, recent transactions and other market
indicators, cash flows and net assets.
• Financial liabilities
Financial liabilities, including borrowings, are initially measured at transaction price, being the fair value. For liabilities
issued at a discount or with significant associated transaction costs, such discount and costs are subsequently measured
at amortised cost using the effective interest method.
D. Cash and Cash Equivalents
Cash and cash equivalents may comprise cash (including short term deposits which are readily convertible to a known amount
of cash and are subject to an insignificant risk of change in value) as well as cash equivalents, including money market funds.
Investments are regarded as cash equivalents if they meet all of the following criteria: short term in duration (typically three
months or less from the date of acquisition), highly liquid investments that are readily convertible to a known amount of cash,
are subject to an insignificant risk of change in value and provide a return no greater than the rate of a three-month high quality
government bond.
E. Hedging
Forward currency contracts entered into for hedging purposes are valued at the appropriate forward exchange rate ruling at
the balance sheet date. Profits or losses on the closure or revaluation of positions are recognised in the income statement and
taken to capital reserves.
F. Income
Interest income arising from fixed income securities and cash is recognised in the income statement using the effective
interest method. Dividend income arises from equity investments held and is recognised on the date investments are marked
‘ex-dividend’. Special dividends are looked at individually to ascertain the reason behind the payment. This will determine
whether they are treated as income or capital in the income statement.
Deposit interest and underwriting commission receivable are taken into account on an accruals basis.
G. Expenses and Finance Costs
Expenses are recognised on an accruals basis and finance costs are recognised using the effective interest method in the
income statement.
The investment management fee and finance costs are allocated 70% to capital and 30% to revenue. This is in accordance
with the Board’s expected long-term split of returns, in the form of capital gains and income respectively, from the portfolio.
Transaction costs are recognised as capital in the income statement. All other expenses are allocated to revenue in the income
statement.
H. Taxation
The liability to corporation tax is based on net revenue for the year, excluding non-taxable dividends. The tax charge is
allocated between the revenue and capital account on the marginal basis whereby revenue expenses are matched first against
taxable income in the revenue account.
Deferred taxation is recognised in respect of all timing differences that have originated but not reversed at the balance sheet
date where transactions or events that result in an obligation to pay more tax or a right to pay less tax in the future have
occurred. Timing differences are differences between the Company’s taxable profits and its results as stated in the financial
statements. Deferred taxation assets are recognised where, in the opinion of the Directors, it is more likely than not that these
amounts will be realised in future periods.
A deferred tax asset is only recognised in respect of surplus management expenses, losses on loan relationships and eligible
unrelieved foreign tax to the extent that it is probable that the Company will be able to recover them from future taxable
revenue.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 71
I. Dividends payable
Dividends are not recognised in the financial statements unless there is an obligation to pay at the balance sheet date. Proposed
dividends are recognised in the year in which they are paid to shareholders.
J. Critical accounting estimates and judgements
No critical accounting judgements or estimates were made during the year.
K. Accounting for reserves
The share premium comprises the net proceeds received by the Company following the issue of shares, after deduction of the
nominal amount of 25 pence and any applicable issue costs. The capital redemption reserve maintains the equity share capital
of the Company and arose from the nominal value of any shares bought back and cancelled; both are non-distributable.
The capital reserve includes the investment holding gains/(losses), being the difference between cost and market value at the
balance sheet date. It also includes cumulative realised gains/(losses) and costs related to share buybacks. Capital investment
gains and losses are shown in note 9(b) and form part of the capital reserve.
The revenue reserve shows the net revenue retained after payment of any dividends. In accordance with the Articles of
Association, distributions by way of a dividend can be made from both the revenue reserve and capital reserve, to the extent
they are realised.
L. Shares repurchased and held in treasury
The cost of repurchasing ordinary shares (for cancellation or to hold in treasury) including the related stamp duty and
transaction cost is charged to the capital reserve and dealt with in the Statement of Changes in Equity. Share repurchase
transactions are accounted for on a trade date basis. Where shares are cancelled (or are subsequently cancelled having
previously been held in treasury), the nominal value of those shares is transferred out of Called up share capital and into the
Capital redemption reserve. Should shares held in treasury be reissued, the sales proceeds will be treated as a realised capital
profit up to the amount of the purchase price of those shares and will be transferred to capital reserves. The excess of the sales
proceeds over the purchase price will be transferred to Share premium.
2. INCOME
This note shows the income generated from the portfolio (investment assets) of the Company and income received from any
other source.
2026 2025
£’000 £’000
Income from investments:

| UK dividends | 37,936 34,929 |  |
| --- | --- | --- |
| UK special dividends |  | 1,675 2,526 |
| Overseas dividends |  | 830 1,222 |

Interest from money market funds 308 1,980
40,749 40,657
Other income:
Deposit interest 1 9
1 9
Total income 40,750 40,666
No special dividends have been recognised in capital during the year (2025: £702,000).
72 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC

# NOTES TO THE FINANCIAL STATEMENTS / CONTINUED

# 3. INVESTMENT MANAGEMENT FEE

This note shows the fee due to the Manager. This is calculated and paid monthly.

|   | 2026 |   |   | 2025  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000  |
|  Investment management fee | 1,410 | 3,291 | 4,701 | 1,385 | 3,231 | 4,616  |

Details of the investment management and secretarial agreement are disclosed in the Directors' Report.

For the year ended 31 March 2026, investment management fees of £398,000 (2025: £374,000) were accrued.

# 4. OTHER EXPENSES

The other expenses(1) of the Company are presented below, those paid to the Directors and the auditors are separately identified.

|   | 2026 |   |   | 2025  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000  |
|  **Other expenses** | 1,242 | 19 | 1,261 | 1,274 | 19 | 1,293  |
|  Other expenses include the following: |  |  |  |  |  |   |
|  Directors' remuneration(2) | 172 | - | 172 | 182 | - | 182  |
|  Auditors' fees(3): |  |  |  |  |  |   |
|  - for audit of the Company's annual financial statements | 55 | - | 55 | 53 | - | 53  |

The maximum Directors' fees authorised by the Articles of Association are £250,000 per annum.

I. Other expenses include:

- £25,000 (2025: £14,000) of employer's National Insurance payable on Directors' remuneration. As at 31 March 2026, the amounts outstanding on Directors' remuneration and employer's National Insurance was £nil (2025: £52,000); and
- custodian transaction charges of £19,000 (2025: £19,000). These are charged to capital.

II. There were five directors during the year and the Directors' Remuneration Report provides further information on Directors' fees.

III. Auditors' fees include expenses but exclude VAT.

# 5. FINANCE COSTS

Finance costs arise on any borrowing facilities the Company has used. Borrowing facilities are the £120m notes (2025: £120m notes). Please see Note 12 for additional details of the terms.

|   | 2026 |   |   | 2025  |   |   |
| --- | --- | --- | --- | --- | --- | --- |
|   |  Revenue £'000 | Capital £'000 | Total £'000 | Revenue £'000 | Capital £'000 | Total £'000  |
|  Interest payable on borrowings repayable not by instalment: |  |  |  |  |  |   |
|  - Interest on overdraft facility | - | 1 | 1 | 2 | 5 | 7  |
|  - Unsecured Senior Loan Notes repayable after 5 years | 893 | 2,051 | 2,944 | 882 | 2,061 | 2,943  |
|   | 893 | 2,052 | 2,945 | 884 | 2,066 | 2,950  |
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 73
6. TAXATION
As an investment trust the Company pays no tax on capital gains. As the Company invests principally in UK equities, it has little
overseas tax and the overseas tax charge is the result of withholding tax deducted at source. This note also clarifies the basis
for the Company having no deferred tax asset or liability.
(a) Tax charge
2026 2025
£’000 £’000
Overseas taxation 28 78
(b) Reconciliation of tax charge

|  | 2026 | 2025 |
| --- | --- | --- |
|  | £’000 | £’000 |
| Return before taxation | 78,172 85,526 |  |

Theoretical tax at the current UK Corporation Tax rate of 25% (2025: 25%) 19,543 21,382
Effects of:

| – Non-taxable UK dividends | (9,443) (8,439) |  |  |
| --- | --- | --- | --- |
| – Non-taxable UK special dividends |  | (419) (632) |  |
| – Non-taxable overseas dividends |  | (184) (310) |  |
| – Non-taxable gains on investments | (11,586) (13,424) |  |  |
| – Non-taxable losses/(gains) on foreign exchange |  |  | 4 (6) |
| – Excess of allowable expenses over taxable income | 2,080 1,424 |  |  |
| – Disallowable expenses |  |  | 5 5 |

– Overseas taxation 28 78
Tax charge for the year 28 78
(c) Deferred tax
Owing to the Company’s status as an investment company, and the Directors’ intention that it continues to meet the conditions
required to maintain that approval in the foreseeable future, no deferred tax has been provided on any capital gains and losses
arising on the revaluation or disposal of investments.
(d) Factors that may affect future tax changes
The Company has cumulative excess management expenses of £524,667,000 (2025: £516,349,000) that are available to offset
future taxable revenue.
A deferred tax asset of £131,167,000 (2025: £129,087,000) at 25% (2025: 25%) has not been recognised in respect of these
expenses since the Directors believe that there will be no taxable profits in the future against which the deferred tax assets
can be offset.
7. RETURN PER ORDINARY SHARE
Return per share is the amount of gain generated for the financial year divided by the weighted average number of ordinary
shares in issue.
The basic revenue, capital and total return per ordinary share is based on each of the returns/loss after taxation and on
139,777,121 (2025: 148,041,467) ordinary shares, being the weighted average number of ordinary shares in issue throughout the
year.
74 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
8. DIVIDENDS ON ORDINARY SHARES
Dividends represent the distribution of income to shareholders. The Company pays four dividends a year – three interim and
one final dividend.
2026 2025
pence £’000 pence £’000
Dividends paid and recognised in the year:

| – third interim paid in respect of previous year | 7.50 10,822 6.90 10,429 |
| --- | --- |
| – final paid in respect of previous year | 7.50 10,787 6.90 10,390 |
| – first interim paid | 7.60 10,553 6.90 10,153 |

– second interim paid 7.60 10,315 6.90 10,011
30.20 42,477 27.60 40,983
2026 2025
pence £’000 pence £’000
Dividends payable in respect of the year:

| – first interim | 7.60 10,553 6.90 10,153 |
| --- | --- |
| – second interim | 7.60 10,315 6.90 10,011 |
| – third interim | 8.40 11,059 7.50 10,823 |

– proposed final 8.40 11,059 7.50 10,823
32.00 42,986 28.80 41,810
9. INVESTMENTS HELD AT FAIR VALUE
The portfolio comprises investments which are principally listed on a regulated stock exchange or traded on AIM. A very small
proportion of investments are valued by the Directors as they are unlisted.
Gains or losses are either:
– realised, usually arising when investments are sold; or
– unrealised, being the difference from cost on those investments still held at the year end.
(a) Analysis of investments by listing status
2026 2025
£’000 £’000
Investments listed on a recognised investment exchange 1,167,549 1,230,888
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 75
(b) Analysis of investment gains:

|  |  | 2026 | 2025 |
| --- | --- | --- | --- |
|  |  | £’000 | £’000 |
| Opening book cost | 1,097,403 976,923 |  |  |
| Opening investment holding gains | 133,485 229,640 |  |  |
| Opening fair value | 1,230,888 1,206,563 |  |  |

Movements in year:

| Purchases at cost | 261,037 554,028 |
| --- | --- |
| Sales – proceeds | (370,722) (583,400) |
| Gains on investments in the year | 46,346 53,697 |

Closing fair value 1,167,549 1,230,888

| Closing book cost | 1,075,319 1,097,403 |
| --- | --- |
| Closing investment holding gains | 92,230 133,485 |
| Closing fair value | 1,167,549 1,230,888 |

The Company received £370,722,000 (2025: £583,400,000) from investments sold in the year. The book cost of these
investments when they were purchased was £283,121,000 (2025: £433,548,000) realising a gain of £87,601,000 (2025:
£149,852,000). These investments have been revalued over time and until they were sold any unrealised profits/losses were
included in the fair value of the Investments.
The transaction costs included in gains on investments amount to £1,378,000 (2025: £2,748,000) on purchases and £174,000
(2025: £272,000) for sales.
10. DEBTORS
Debtors are amounts which are due to the Company, such as monies due from brokers for investments sold and income which
has been earned (accrued) but not yet received.

|  | 2026 | 2025 |
| --- | --- | --- |
|  | £’000 | £’000 |
| Amounts due from brokers | 2,495 – |  |
| Overseas withholding tax recoverable | 1,666 1,409 |  |
| Income tax recoverable | 235 56 |  |

Prepayments and accrued income 8,309 7,053
12,705 8,518
11. OTHER PAYABLES
Creditors are amounts which must be paid by the Company and are split between those payable within 12 months of the
balance sheet date and those payable after that time. The main creditors have historically been the long-term debt and bank
borrowings. The other creditors include any amounts due to brokers for the purchase of investments, amounts owing on share
buybacks awaiting settlement or amounts owed to suppliers (accruals) such as the Manager and auditors.

|  | 2026 | 2025 |
| --- | --- | --- |
|  | £’000 | £’000 |
| Share buybacks awaiting settlement | 1,311 – |  |

Accruals and deferred income 634 693
1,945 693
76 FINANCIAL REVIEW ^{}[] THE EDINBURGH INVESTMENT TRUST PLC

# NOTES TO THE FINANCIAL STATEMENTS / CONTINUED

# **12. UNSECURED SENIOR LOAN NOTES**

These creditors are amounts that must be paid, as shown by note 11, but are due more than one year after the balance sheet date.

|   | 2026 £'000 | 2025 £'000  |
| --- | --- | --- |
|  Unsecured Senior Loan Notes – 2.26% interest rate, maturity 30 September 2037 | 35,000 | 35,000  |
|  Unsecured Senior Loan Notes – 2.49% interest rate, maturity 30 September 2047 | 35,000 | 35,000  |
|  Unsecured Senior Loan Notes – 2.53% interest rate, maturity 30 September 2051 | 20,000 | 20,000  |
|  Unsecured Senior Loan Notes – 2.53% interest rate, maturity 30 September 2057 | 30,000 | 30,000  |
|   | 120,000 | 120,000  |

The Unsecured Senior Loan Notes comprise four separate notes. As shown above, each has a fixed interest rate and contracted maturity date when the par value must be repaid. Interest is payable on a semi-annual basis, with equal amounts payable on each of 31 March and 30 September each year. These notes require the net tangible assets of the Company to remain not less than £300m and net borrowings to remain less than 35% of net assets. This requirement was met throughout the year.

# **13. CALLED UP SHARE CAPITAL**

Share capital represents the total number of shares in issue, including treasury shares.

|   | 2026 £'000 | 2025 £'000  |
| --- | --- | --- |
|  Share capital: |  |   |
|  Ordinary shares of 25 pence each | 32,914 | 36,080  |
|  Treasury shares of 25 pence each | 16,003 | 12,837  |
|   | 48,917 | 48,917  |

|   | 2026 | 2025  |
| --- | --- | --- |
|  Number of ordinary shares in issue: |  |   |
|  Brought forward | 144,321,025 | 151,491,525  |
|  Shares bought back and held in treasury | (12,668,000) | (7,170,500)  |
|  Carried forward | 131,653,025 | 144,321,025  |
|  Number of shares held in treasury: |  |   |
|  Brought forward | 51,345,709 | 44,175,209  |
|  Shares bought back into treasury | 12,668,000 | 7,170,500  |
|  Carried forward | 64,013,709 | 51,345,709  |
|  **Total ordinary shares** | **195,666,734** | **195,666,734**  |

During the year the Company bought back into treasury 12,668,000 (2025: 7,170,500) ordinary shares at an average price of 806.60p (2025: 747.03p) (including costs).

Since the year end to 19 May 2026 (being the last practicable day prior to the publication of this report), 2,827,500 shares have been bought back into treasury. Note 1L explains the policy on the transaction costs related to the shares repurchased and held in treasury.

The Directors' Report sets out the Company's share capital structure, restrictions and voting rights.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 77
14. RESERVES
This note explains the different reserves attributable to shareholders. The aggregate of the reserves and share capital (see
previous note) make up total shareholders’ funds.
The share premium comprises the net proceeds received by the Company following the issue of shares, after deduction of the
nominal amount of 25 pence and any applicable issue costs. The capital redemption reserve maintains the equity share capital
of the Company and arose from the nominal value of any shares bought back and cancelled; both are non-distributable.
The capital reserve includes the investment holding gains/(losses), being the difference between cost and market value at the
balance sheet date. It also includes cumulative realised gains/(losses) and costs related to share buybacks. Capital investment
gains and losses are shown in note 9(b) and form part of the capital reserve. The distributability of this portion of the reserve
has not been analysed as it is complex to determine. This complexity is explained further in ICAEW Technical Release 02/17BL,
which offers guidance on realised and distributable profits under the Companies Act 2006.
The revenue reserve and certain amounts of the capital reserve are distributable by way of dividend.
15. NET ASSET VALUE PER ORDINARY SHARE
The Company’s total net assets (total assets less total liabilities) are often termed shareholders’ funds and are converted into
NAV per ordinary share by dividing by the number of shares in issue (excluding treasury shares).
NAV – debt at par value
The shareholders’ funds in the balance sheet are accounted for in accordance with accounting standards.
2026 2025

|  |  |  | NAV | Shareholders’ |  |  | NAV | Shareholders’ |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | per share |  |  |  | funds | per share |  |  | funds |
|  |  | pence |  |  | £’000 |  | pence |  | £’000 |
| Shareholders’ funds |  | 804.72 1,059,432 780.17 1,125,946 |  |  |  |  |  |  |  |

NAV – debt at par 804.72 1,059,432 780.17 1,125,946
A reconciliation showing the NAV per share and Shareholders’ funds using debt at fair value is shown in the Alternative
Performance Measures.
16. RISK MANAGEMENT, FINANCIAL ASSETS AND LIABILITIES
Financial instruments comprise the Company’s investment portfolio, derivative instruments (if any) as well as cash, and any
borrowings, debtors and creditors. This note sets out the Company’s financial instruments and the risks related to them.
Financial instruments
The Company’s financial instruments mainly comprise its investment portfolio and Unsecured Senior Loan Notes as well as
its cash, debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and
accrued income. For the purpose of this note, ‘cash’ should be taken to comprise cash and cash equivalents as defined in note
1D. The accounting policies in note 1C include criteria for the recognition and the basis of measurement applied for financial
instruments. Note 1 also includes the basis on which income and expenses arising from financial assets and liabilities are
recognised and measured.
The main financial risks that the Company faces from its financial instruments are market risk, liquidity risk, and credit risk.
These are set out below:
Market risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes in
market prices. Market risk comprises three types of risk: currency risk, interest rate risk and other price risk:
– Currency risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of changes
in foreign exchange rates;
– Interest rate risk – arising from fluctuations in the fair value or future cash flows of a financial instrument because of
changes in market interest rates; and
– Other price risk – arising from fluctuations in the fair value or future cash flows of a financial instrument for reasons other
than changes in foreign exchange rates or market interest rates.
Liquidity risk – arising from any difficulty in meeting obligations associated with financial liabilities.
Credit risk – arising from financial loss for a company where the other party to a financial instrument fails to discharge an
obligation.
78 FINANCIAL REVIEW ^{}[] THE EDINBURGH INVESTMENT TRUST PLC

# NOTES TO THE FINANCIAL STATEMENTS / CONTINUED

# **Risk Management Policies and Procedures**

The Directors have delegated to the Manager the responsibility for the day-to-day investment activities and management of gearing of the Company as more fully described in the Directors' Report.

The Company invests in equities and other investments for the long-term so as to fulfil its investment policy (incorporating the Company's investment objective). In pursuing its investment objective, the Company is exposed to a variety of risks that could result in either a reduction in the Company's net assets or a reduction of the profits available for dividends. The associated risk management policies are summarised below and have remained substantially unchanged for the two years under review.

# **16.1 Market Risk**

The Company's Manager assesses the Company's exposure when making each investment decision, and monitors the overall level of market risk for the whole of the investment portfolio on an ongoing basis. The Board has meetings in each calendar quarter to assess risk and review investment performance, as disclosed in the Board Responsibilities. Any borrowing to gear the investment portfolio is used to enhance returns but also increases the Company's exposure to market risk and volatility. The Company has the ability to gear using its £120 million Unsecured Senior Loan Notes.

# **16.1.1 Currency risk**

The majority of the Company's assets and liabilities are denominated in sterling. There is some exposure to US dollar, Danish Krone, Swiss franc and the Euro.

# **16.1.2 Inflation risk**

The Company has no assets or liabilities that have direct inflation link properties.

# **Management of the currency risk**

The Manager monitors the Company's direct exposure to foreign currencies on a daily basis and reports to the Board on a regular basis. Forward currency contracts can be used to reduce the Company's exposure to foreign currencies arising naturally from the Manager's choice of securities. All contracts are limited to currencies and amounts commensurate with the assets denominated in currencies. No Forward currency contracts were used during the year (2024: none).

Income denominated in foreign currencies is converted to sterling on receipt. The Company does not use financial instruments to mitigate the currency exposure in the period between the time that income is included in the financial statements and its receipt.

The Company may invest up to 20% of the portfolio in securities listed on non-UK stock exchanges. At the year-end holdings of non-UK securities total £29.0 million (2025: £76.1 million) representing 2.5% (2025: 6.2%) of the portfolio.

# **Currency exposure**

The fair values of the Company's monetary items that had a material currency exposure at 31 March are shown below. Where the Company's equity investments (which are not monetary items) are priced in a foreign currency, they have been included separately in the analysis so as to show the overall level of exposure.

|  Currency exposure | 2026 |   |   |   | 2025  |   |   |   |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
|   |  USD £'000 | DKK £'000 | CHF £'000 | EUR £'000 | USD £'000 | DKK £'000 | CHF £'000 | EUR £'000  |
|  Foreign currency exposure on net monetary items | 1,061 | 18 | 1,064 | 584 | 869 | 38 | 988 | 384  |
|  Investments at fair value through profit or loss that are equities | 14,972 | - | - | 14,043 | 55,389 | - | - | 20,701  |
|  **Total net foreign currency exposure** | **16,033** | **18** | **1,064** | **14,627** | **56,258** | **38** | **988** | **21,085**  |

The above may not be representative of the exposure to risk during the year, because the levels of foreign currency exposure may change significantly throughout the year.

# **Currency sensitivity**

In respect of the Company's material direct foreign currency exposure to investments denominated in currencies, if sterling had weakened by 1.3% (2025: 2.1%) against the US dollar and for the Euro, 1.3% (2025: 1.2%) for the Swiss franc, 1.9% (2025: 1.2%) and for the Danish Krone, 1.2% (2025: 1.2%) during the year, the capital return and net assets of the Company would have increased for all currency exposures by £0.4 million (2025: £1.4 million). Conversely, if sterling had strengthened to the same extent for the currencies mentioned above, the capital return and net assets of the Company would have decreased by the same amount. The exchange rate variances noted above have been based on market volatility in the year, using the standard deviation of sterling's fluctuation to the applicable currency. This sensitivity takes no account of any impact on the market values of the Company's investments arising from the foreign currency mix of their respective revenues, expenses, assets and liabilities.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 79
16.1.3 Interest rate risk
Interest rate movements will affect the level of income receivable on cash deposits and money market funds, and the interest
payable on variable rate borrowings. When the Company has cash balances, they are held on variable rate bank accounts
yielding rates of interest dependent on the base rate determined by the custodian, The Bank of New York Mellon (International)
Limited.
The Company has Unsecured Senior Loan Notes of £120 million (2025: £120 million). The Unsecured Senior Loan Notes have
a fixed interest rate which only exposes the Company to changes in market value in the event that the debt is repaid before
maturity. Specifics of the Unsecured Senior Loan Notes are shown in Note 12. The details of their fair value and the effect on
net asset value within the Net Asset Value (NAV) – Debt at Fair Value reconciliation is within the Alternative Performance
Measures on page 92.
The Company held no fixed income securities during the year (2025: no fixed income securities). As at 31 March 2026 no
government bonds (2025: none) were recognised as a Cash and Cash Equivalent on the Balance Sheet.
Interest rate exposure
At 31 March the exposure of financial assets and financial liabilities to interest rate risk is shown by reference to:
– floating interest rates (giving cash flow interest rate risk) – when the interest rate is due to be re-set; and
– fixed interest rates (giving fair value interest rate risk) – when the financial instrument is due for repayment.
2026 2025

|  | Between |  |  |  |  |  | Between |  |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  |  |  | one | After |  |  |  |  | one | After |  |
| Within | and five |  |  | five |  | Within | and five |  |  | five |  |
| one year |  | years |  | years | Total | one year |  | years |  | years | Total |
| £’000 |  | £’000 |  | £’000 | £’000 | £’000 |  | £’000 |  | £’000 | £’000 |

Exposure to floating interest
rates:
Cash and cash equivalents 1,123 – – 1,123 7,233 – – 7,233
Unsecured Senior Loan Notes –
– (120,000) (120,000) – (120,000) (120,000)
debt at par value
Total exposure to interest
1,123 – (120,000) (118,877) 7,233 – (120,000) (112,767)
rates
16.1.4 Other price risk
Other price risks (i.e. changes in market prices other than those arising from interest rate risk or currency risk) may affect the
value of the equity investments, but it is the business of the Manager to manage the portfolio to achieve the best return that
he can.
Management of the other price risk
The Directors manage the market price risks inherent in the investment portfolio by meeting regularly to monitor on a formal
basis the Manager’s compliance with the Company’s stated objectives and policies, and to review investment performance.
The Company’s portfolio is the result of the Manager’s investment process and need not be highly correlated with the
Company’s benchmark or the market in which the Company invests. The value of the portfolio will not move in line with the
market but will move as a result of the performance of the company shares within the portfolio.
If the value of the portfolio fell by 10% at the balance sheet date, the profit after tax for the year and the net assets of the
Company would decrease by £116.8 million (2025: £123.1 million). Conversely, if the value of the portfolio rose by 10%, the profit
after tax and the net assets of the Company would increase by the same amounts.
80 FINANCIAL REVIEW THE EDINBURGH INVESTMENT TRUST PLC
NOTES TO THE FINANCIAL STATEMENTS / CONTINUED
16.2 Liquidity risk
Liquidity risk is minimised as the majority of the Company’s investments constitute a diversified portfolio of readily realisable
securities which can be sold to meet funding commitments as necessary.
Liquidity risk exposure
The contractual maturities of the financial liabilities at the year end, based on the earliest date on which payment can be
required, are as follows:
More than
three
months

|  |  | Three |  | but less |  | More than |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | months |  |  |  | than |  |  | one |  |
|  |  | or less |  | one year |  |  |  | year | Total |
| 2026 |  | £’000 |  | £’000 |  |  | £’000 |  | £’000 |
| Unsecured Senior Loan Notes – debt at par value |  |  | – – 120,000 120,000 |  |  |  |  |  |  |
| Interest on Unsecured Senior Loan Notes |  |  | – 2,928 61,717 64,645 |  |  |  |  |  |  |
| Share buybacks awaiting settlement |  | 1,311 – – 1,311 |  |  |  |  |  |  |  |
| Accruals and deferred income |  | 634 – – 634 |  |  |  |  |  |  |  |

1,945 2,928 181,717 186,590
More than
three
months

|  |  | Three |  | but less |  | More than |  |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | months |  |  |  | than |  |  | one |  |
|  |  | or less |  | one year |  |  |  | year | Total |
| 2025 |  | £’000 |  | £’000 |  |  | £’000 |  | £’000 |
| Unsecured Senior Loan Notes – debt at par value |  |  | – – 120,000 120,000 |  |  |  |  |  |  |
| Interest on Unsecured Senior Loan Notes |  |  | – 2,928 64,645 67,573 |  |  |  |  |  |  |
| Accruals and deferred income |  | 693 – – 693 |  |  |  |  |  |  |  |

693 2,928 184,645 188,266
16.3 Credit risk
Credit risk encompasses the failure by counterparties to deliver securities which the Company has paid for, or to pay for
securities which the Company has delivered, and cash balances. Counterparty risk is minimised by using only approved
counterparties. The Company’s ability to operate in the short-term may be adversely affected if the Company’s custodian
suffers insolvency or other financial difficulties. However, with the support of the depositary’s restitution obligation the risk of
outright credit loss on the investment portfolio is remote. The Board reviews the custodian’s annual controls report and the
Manager’s management of the relationship with the custodian. Cash balances are limited to a maximum of 1% of net assets with
any one deposit taker, with only approved deposit takers being used, and a maximum deposit of 6% of net assets in aggregate
in liquidity funds with credit ratings of AAAm (or equivalent). These limits are at the discretion of the Board and are reviewed
on a regular basis. The investment policy also allows for UK Government Treasuries to be held. Such holdings are recorded as
cash equivalents if they meet the criteria set out in Note 1D.
16.4 Custody risk
All investment assets are held in custody by The Bank of New York Mellon (International) Limited in accounts segregated from
the bank’s own assets.
THE EDINBURGH INVESTMENT TRUST PLC FINANCIAL REVIEW 81
17. CLASSIFICATION UNDER FAIR VALUE HIERARCHY
The values of the financial assets and financial liabilities are carried either at their fair value (investments), or at a reasonable
approximation of fair value (amounts due from brokers, dividends receivable, accrued income, amounts due to brokers,
accruals and cash).
Fair Value Hierarchy Disclosures
All except two of the Company’s portfolio of investments are in the Level 1 category as defined in FRS 102 as amended for fair
value hierarchy disclosures (March 16). The three levels set out in this follow.
Level 1 – the unadjusted quoted price in an active market for identical assets or liabilities that the entity can access at the
measurement date.
Level 2 – Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data) for the
asset or liability, either directly or indirectly.
Level 3 – Inputs are unobservable (i.e. for which market data is unavailable) for the asset or liability.
Categorisation within the hierarchy is determined on the basis of the lowest level input that is significant to the fair value
measurement of each relevant asset/liability.
The valuation techniques used by the Company are explained in the accounting policies note.
2026
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Financial assets designated at fair value through profit or loss:
Quoted investments:
Equities and preference shares 1,167,549 – – 1,167,549
Total for financial assets 1,167,549 – – 1,167,549
2025
Level 1 Level 2 Level 3 Total
£’000 £’000 £’000 £’000
Financial assets designated at fair value through profit or loss:
Quoted Investments:
Equities and preference shares 1,230,888 – – 1,230,888
Total for financial assets 1,230,888 – – 1,230,888
The book cost and fair value of Unsecured Senior Loan Notes, are as follows:
2026 2025

|  |  | Book | Fair | Book | Fair |
| --- | --- | --- | --- | --- | --- |
|  |  | Value | Value | Value | Value |
|  |  | £’000 | £’000 | £’000 | £’000 |
| Unsecured Senior Loan Notes | 120,000 65,590 120,000 66,611 |  |  |  |  |

120,000 65,590 120,000 66,611
Incorporating the fair value of the Unsecured Senior Loan Notes, results in the increase of the net asset value per ordinary share
to 846.04p (2025: 817.16p).
82 FINANCIAL REVIEW ^{}[] THE EDINBURGH INVESTMENT TRUST PLC

# NOTES TO THE FINANCIAL STATEMENTS / CONTINUED

# **18. CAPITAL MANAGEMENT**

The Company's total capital employed at 31 March 2026 was £1,179,432,000 (2025: £1,245,946,000) comprising borrowings of £120,000,000 (2025: £120,000,000) and equity share capital and other reserves of £1,059,432,000 (2025: £1,125,946,000).

The Company's total capital employed is managed to achieve the Company's objective and investment policy as set out on page 2 to 4, including that borrowings may be used to provide gearing of the equity portfolio up to the maximum authorised by shareholders, currently 25% of net assets. Net gearing was 5.8% (2025: 5.0%) at the balance sheet date. The Company's policies and processes for managing capital were unchanged throughout the year and the preceding year.

The main risks to the Company's investments are shown in the Strategic Report under the 'Principal Risks and Uncertainties' section. These also explain that the Company is able to use borrowings to gear and that gearing will amplify the effect on equity of changes in the value of the portfolio.

The Board can also manage the capital structure directly since it has taken the powers, which it is seeking to renew, to issue and buyback shares and it also determines dividend payments.

The Company is subject to externally imposed capital requirements with respect to the obligation and ability to pay dividends by section 1158 Corporation Tax Act 2010 and by the Companies Act 2006, respectively. The Board regularly monitors, and has complied with, the externally imposed capital requirements. This is unchanged from the prior year. As detailed in note 11 and note 12, current borrowings comprise the Unsecured Senior Loan Notes.

# **19. CONTINGENCIES, GUARANTEES AND FINANCIAL COMMITMENTS**

There were no contingencies, guarantees or other financial commitments of the Company as at 31 March 2026 (2025: nil).

# **20. RELATED PARTY TRANSACTIONS AND TRANSACTIONS WITH MANAGER**

A related party is a company or individual who has direct or indirect control or who has significant influence over the Company. Under accounting standards, the Manager is not a related party.

Under UK GAAP, the Company has identified the Directors as related parties. The Directors' remuneration and interests have been disclosed in the annual report with additional disclosure in note 4. No other related parties have been identified.

Details of the Manager's services and fees are disclosed in the Directors' Report and in note 3.

# **21. POST BALANCE SHEET EVENTS**

There are no significant events after the end of the reporting period requiring disclosure.
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 83
## Other Information
## for Shareholders
84 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC

# Notice of Annual General Meeting

This document is important and requires your immediate attention.

If you are in any doubt as to what action to take, you should consult your stockbroker, solicitor, accountant or other appropriate independent professional advisor authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all your shares in The Edinburgh Investment Trust plc, please forward this document and the accompanying Form of Proxy to the person through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

## NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the one hundred and thirty fifth Annual General Meeting of The Edinburgh Investment Trust plc will be held at The Balmoral Hotel, Edinburgh, EH2 2EQ, at 11:00 a.m. on 21 July 2026.

The 2026 AGM will be held in person and voting will be by way of a poll. A recording of the 2026 AGM will be available on the Company's website as soon as practicable after the conclusion of the AGM for anyone unable to attend in person. If you wish to appoint a proxy and for them to attend the Annual General Meeting on your behalf, please contact MUFG Corporate Markets on telephone number 0371 664 0300* and +44 (0) 371 664 0300 (international).

*Lines are open from 9.00 a.m. to 5.30 p.m. Monday to Friday, excluding public holidays in England and Wales. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the UK will be charged at the applicable international rate.

## AGM VOTING

Shareholders are encouraged to vote by proxy and to appoint the "Chair of the Meeting" as their proxy. Details of how to vote, either electronically, by proxy form or through CREST or Proximity, can be found in the Notes to the Notice of AGM on 86 and 87.

The AIC has also recently published guidance to assist investors who hold their investment trust shares on platforms with voting: https://www.theaic.co.uk/how-to-vote-your-shares

The results of the AGM will be announced to the London Stock Exchange and placed on the Company's website, as soon as practicable after the conclusion of the AGM.

## ORDINARY BUSINESS

To consider and, if thought fit, to pass the following resolutions all of which will be proposed as Ordinary Resolutions.

1. To receive and consider the Annual Financial Report for the year ended 31 March 2026;
2. To approve the Annual Statement and Report on Remuneration for the year ended 31 March 2026;
3. To declare a final dividend on the ordinary shares for the year ended 31 March 2026;
4. To authorise the Directors to declare and pay four interim dividends for the year ending 31 March 2027;
5. To re-elect Steven Baldwin as a Director of the Company;
6. To re-elect Elisabeth Stheeman as a Director of the Company;
7. To re-elect Patrick Edwardson as a Director of the Company;
8. To re-elect Aidan Lisser as a Director of the Company;
9. To re-elect Annabel Tagoe-Bannerman as a Director of the Company;
10. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company; and
11. To authorise the Audit Committee to determine the remuneration of the auditors.

## SPECIAL BUSINESS

To consider and, if thought fit, to pass the following resolutions of which resolution 12 will be proposed as an Ordinary Resolution and resolutions 13 to 15 as Special Resolutions:

12. That:

the Directors be generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all the powers of the Company to allot ordinary shares up to 12,882,552 (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares) or, if changed, 10% of the ordinary shares in issue immediately following the passing of this resolution, such authority to expire at conclusion of the Company's AGM to be held in 2027, or 15 months from the date of passing this resolution, whichever is the earlier, unless renewed, varied or revoked by the Company in a general meeting, save that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require ordinary shares to be allotted in pursuance of such offer or agreement as if such authority had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors to allot ordinary shares but without prejudice to any allotment of ordinary shares or grant of rights made, offered or agreed to be made pursuant to such authorities.
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 85

13. That:

subject to the passing of resolution number 12 set out in the notice of this meeting (the 'Section 551 Resolution') and in substitution for any existing authority under sections 570 and 573 of the Companies Act 2006 (the 'Act') but without prejudice to the exercise of any such authority prior to the date of this resolution, the Directors be and are hereby empowered, in accordance with sections 570 and 573 of the Act as amended from time to time prior to the date of the passing of this resolution to allot equity securities (within the meaning of section 560(1), (2) and (3) of the Act) for cash, either pursuant to the authority given by the Section 551 Resolution or (if such allotment constitutes the sale of relevant shares which, immediately before the sale, were held by the Company as treasury shares) otherwise, as if section 561 of the Act did not apply to any such allotment, provided that this power shall be limited:

- (a) to the allotment of equity securities in connection with a rights issue in favour of all holders of a class of equity securities where the equity securities attributable respectively to the interests of all holders of securities of such class are either proportionate (as nearly as may be) to the respective numbers of relevant equity securities held by them or are otherwise allotted in accordance with the rights attaching to such equity securities (subject in either case to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or legal, regulatory or practical problems under the laws of, or the requirements of, any regulatory body or any stock exchange in any territory or otherwise); and
- (b) to the allotment (otherwise than pursuant to a rights issue) of equity securities up to 12,882,552 ordinary shares (representing approximately 10% of the ordinary shares in issue as at the date of this Notice, excluding treasury shares).

and this power shall expire at the conclusion of the next Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time, but so that this power shall allow the Company to make offers or agreements before the expiry of this power which would or might require equity securities to be allotted after such expiry as if the power conferred by this resolution had not expired; and so that words and expressions defined in or for the purposes of Part 17 of the Act shall bear the same meanings in this resolution.

14. That:

the Company be generally and subject as hereinafter appears unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the 'Act') to make market purchases (within the meaning of section 693(4) of the Act) of the issued ordinary shares of 25p each in the capital of the Company ('Shares').

Provided always that:

- (a) the maximum number of Shares hereby authorised to be purchased shall be 19,310,946 ordinary shares (being 14.99% of the issued ordinary share capital of the Company excluding shares held in treasury as at the date of this Notice);
- (b) the minimum price which may be paid for a Share shall be 25p;
- (c) the maximum price which may be paid for a Share must not be more than the higher of: (i) 5 per cent. above the average of the mid-market values of the Shares for the five business days before the purchase is made; and
  - (ii) the higher of the price of the last independent trade in the Shares and the highest then current independent bid for the Shares on the London Stock Exchange;
- (d) any purchase of Shares will be made in the market for cash at prices below the prevailing net asset value per Share (as determined by the Directors);
- (e) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting of the Company or the date fifteen months after the passing of this resolution, whichever is the earlier, unless the authority is renewed or revoked at any other general meeting prior to such time;
- (f) the Company may make a contract to purchase Shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority and may make a purchase of Shares pursuant to any such contract; and
- (g) any shares so purchased shall be cancelled, or, if the Directors so determine and subject to the provisions of section 724 to 731 of the Companies Act 2006 and any applicable regulations of the United Kingdom Listing Authority, be held (or otherwise dealt with in accordance with section 727 or 729 of the Companies Act 2006) as treasury shares.

15. That:

the period of notice required for general meetings of the Company (other than AGMs) shall be not less than 14 days.

The resolutions are explained further in the Directors' Report on pages 52 and 53.
86 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC
NOTICE OF ANNUAL GENERAL MEETING / CONTINUED
Notes 4. CREST members who wish to appoint a proxy by utilising
the CREST electronic proxy appointment service may do so
1. The 2026 AGM will be held in person and voting will be
by utilising the procedures described in the CREST Manual.
by way of a poll. Shareholders should continue to monitor
CREST Personal Members or other CREST sponsored
the Company’s website at www.edinburgh-investment-
members, and those CREST members who have appointed
trust.co.uk and our announcements for any updates in
a voting service provider(s), should refer to their CREST
relation to the meeting.
sponsor or voting service provider(s) who will be able to
2. A member entitled to attend and vote at the AGM is take the appropriate action on their behalf. In order for a
entitled to appoint one or more proxies to attend, speak proxy appointment made by means of CREST to be valid, the
and vote in his stead. A proxy need not be a member appropriate CREST message (a ‘CREST Proxy Instruction’)
of the Company. In order to be valid an appointment of must be properly authenticated in accordance with
proxy must be returned by one of the following methods: Euroclear UK & International Limited’s specifications and
must contain the information required for such instructions,
– via MUFG Corporate Markets website https://
as described in the CREST Manual. The message, regardless
uk.investorcentre.mpms.mufg.com/ or via the Investor
of whether it relates to the appointment of a proxy or to
Centre app; or
an amendment to the instruction given to a previously
– in hard copy form by post, by courier or by hand to appointed proxy must, in order to be valid, be transmitted
the Company’s Registrars, MUFG Corporate Markets, so as to be received by the issuer’s agent (ID RA10) by the
PXS 1, Central Square, 29, Wellington Street, Leeds, latest time(s) for receipt of proxy appointments specified
LS1 4DL; or in this document. For this purpose, the time of receipt
will be taken to be the time (as determined by the time
– in the case of CREST members, by utilising the CREST
stamp applied to the message by the CREST Applications
electronic proxy appointment service in accordance
Host) from which the issuer’s agent is able to retrieve the
with the procedures set out below and in each case,
message by enquiry to CREST in the manner prescribed
to be received by the Company not less than 48 hours
by CREST. After this time any changes of instructions to
before the time of the meeting. Any amended proxy
proxies through CREST should be communicated to the
appointment must be received by this time.
appointee through other means.
If you are an institutional investor you may be able to appoint
The Company may treat as invalid a CREST Proxy
a proxy electronically via the Proxymity platform, a process
Instruction in the circumstances set out in Regulation
which has been agreed by the Company and approved by
35(5)(a) of the Uncertificated Securities Regulations
the Registrar. For further information regarding Proxymity,
2001. CREST members and, where applicable, their
please go to www.proxymity.io. Your proxy must be lodged
CREST sponsors or voting service provider(s) should note
by 11:00 a.m. on 17 July 2026 in order to be considered valid
that Euroclear UK & International Limited does not make
or, if the meeting is adjourned, by the time which is 48hours
available special procedures in CREST for any particular
before the time of the adjourned meeting. Before you can
messages. Normal system timings and limitations will
appoint a proxy via this process, you will need to have
therefore apply in relation to the input of CREST Proxy
agreed to Proxymity’s associated terms and conditions. It is
Instructions. It is the responsibility of the CREST member
important that you read these carefully as you will be bound
concerned to take or, if the CREST member is a CREST
by them and they will govern the electronic appointment
personal member or sponsored member or has appointed
of your proxy. An electronic proxy appointment via the
a voting service provider(s), to procure that his CREST
Proxymity platform may be revoked completely by sending
sponsor or voting service provider(s) take(s), such
an authenticated message via the platform instructing the
action as shall be necessary to ensure that a message
removal of your proxy vote.
is transmitted by means of the CREST system by any
particular time. In this connection, CREST members and,
3. Shareholders can vote electronically via the Investor
where applicable, their CREST sponsors or voting service
Centre, a free app for smartphone and tablet provided
providers are referred, in particular, to those sections of
by MUFG Corporate Markets (the Company’s Registrar).
the CREST Manual concerning practical limitations of the
It allows you to securely manage and monitor your
CREST system and timings. The CREST Manual can be
shareholdings in real time, take part in online voting, keep
reviewed at www.euroclear.com.
your details up to date, access a range of information
including payment history and much more. The app is
5. A form of proxy is enclosed.
available to download on both the Apple App Store and
Google Play, or by scanning the relevant QR code below. To be effective, the form of proxy, duly completed and
Alternatively, you may access the Investor Centre via a web executed, together with any power of attorney or other
browser at: https://uk.investorcentre.mpms.mufg.com/. authority under which it is signed (or a notarially certified
copy thereof) must be lodged at the office of the
Company’s Registrars, MUFG Corporate Markets, PXS 1,
Central Square, 29, Wellington Street, Leeds, LS1 4DL by
no later than 11:00 a.m. on 17 July 2026. Unless otherwise
indicated on the Form of Proxy, CREST, Proxymity or any
other electronic voting instruction, the proxy will vote as
they think fit or, at their discretion, withhold from voting.
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 87

6. A person entered on the Register of Members at close of business on 17 July 2026 (a 'member') is entitled to vote at the Meeting pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001. Any changes to the Register of Members after such time and date shall be disregarded in determining the rights of any person to vote at the Meeting. If the Meeting is adjourned, entitlement to vote at the adjourned meeting, and the number of votes which may be cast thereat, will be determined by reference to the Company's register of members 48 hours before the time fixed for the adjourned meeting.

7. The Terms of Reference of the Audit, Management Engagement and Nomination Committees and the Letters of Appointment for Directors will be available for inspection at the website of the Company at www.edinburgh-investment-trust.co.uk.

8. A copy of the Company's Articles of Association is available for inspection at the website of the Company at www.edinburgh-investment-trust.co.uk.

9. Any person to whom this Notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a 'Nominated Person') may have a right, under an agreement between him/her and the shareholder by whom he/she was nominated, to be appointed (or to have someone else appointed) as a proxy for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may have a right, under such an agreement, to give instructions to the shareholder as to the exercise of voting rights.

The statement of the above rights of the shareholders in relation to the appointment of proxies does not apply to Nominated Persons. Those rights can only be exercised by shareholders of the Company.

10. 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.

11. You may not use any electronic address (within the meaning of section 333(4) of the Companies Act 2006) provided in this Notice (or in any related documents including the proxy form) to communicate with the Company for any purposes other than those expressly stated.

12. As at 19 May 2026 (being the last practicable day prior to the publication of this Notice) the Company's issued share capital consists of 195,666,734 ordinary shares of 25p each carrying one vote each. 66,841,209 ordinary shares held in treasury, therefore, the total voting rights in the Company as at that date are 128,825,525.

13. A copy of this notice (which is at the back of the annual financial report), and other information required by section 311A of the Companies Act 2006, can be found at www.edinburgh-investment-trust.co.uk.

14. Shareholders should note that it is possible that, pursuant to requests made by members of the Company under section 527 of the Companies Act 2006, the Company may be required to publish on a website a statement setting out any matter relating to: (i) the audit of the Company's financial statements (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the financial year beginning on 1 April 2025; or (ii) any circumstance connected with auditors of the Company appointed for the financial year beginning on 1 April 2025 ceasing to hold office since the previous meeting at which the annual financial report was laid in accordance with section 437 of the Companies Act 2006 (in each case) that the members propose to raise at the relevant AGM.

The Company may not require the members requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Companies Act 2006. Where the Company is required to place a statement on a website under section 527 of the Companies Act 2006, it must forward the statement to the Company's auditors not later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Companies Act 2006 to publish on a website.
88 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC
## Shareholder Information
HOW TO INVEST IN THE EDINBURGH INVESTMENT ANNOUNCEMENTS
TRUST PLC (THE COMPANY) Annual financial report May
The Company’s shares are quoted on the London Stock Half-yearly financial report November
Exchange. There are a variety of ways by which investors
LONDON RETAIL SHAREHOLDER EVENT
can buy the shares. Shares may be purchased through
The Company invites shareholders to a retail presentation
discretionary wealth managers, banks, independent financial
by the Portfolio Managers, Imran Sattar and Emily Barnard,
advisors and via a large number of execution-only trading
and to meet with the Directors. The event will be held on
platforms. The Manager’s website contains a list of some of
8October 2026.
the larger dealing platforms as well as a link to unbiased.
co.uk, for those seeking financial advice, and to the AIC’s Please note this is a non-voting meeting.
website at www.theaic.co.uk for detailed information on
DIVIDEND PAYABLE TIMETABLE
investment companies.
1st interim November
SHARE PRICE
2nd interim February
The price of your ordinary shares can be found in the Financial
3rd interim May
Times, Daily Telegraph, The Scotsman and The Times.
4th interim August
In addition, share price information can be found at the London
Stock Exchange website using the EDIN ticker code, on the ANNUAL GENERAL MEETING
website of most share dealing platforms and on the Company’s July
own website www.edinburgh-investment-trust.co.uk.
YEAR END
NAV PUBLICATION 31 March
The NAV of the Company’s ordinary shares is calculated by
LOCATION OF AGM
the Manager on a daily basis and is notified to the Stock
The one hundred and thirty sixth Annual General Meeting of
Exchange on the next business day. It is published daily in
the Company will be held at The Balmoral Hotel, Edinburgh,
the newspapers detailed above.
EH2 2EQ on 21 July 2026 at 11:00 am.
COMPANY’S WEBSITE
UK GENERAL DATA PROTECTION REGULATION (UK
Information relating to the Company including investment
objective, supporting philosophy and investment GDPR)
performance along with news, opinions, disclosures, results UK GDPR is a positive step towards individuals knowing
and key information documents can be found on the how their personal data is used and also having more
Company’s website www.edinburgh-investment-trust.co.uk. control over how it is used. The Company has a privacy
notice which sets out what personal data is collected, and
The contents of websites referred to in this document,
how and why it is used. The latest privacy notice can be
or accessible from links within those websites, are not
found at www.edinburgh-investment-trust.co.uk under the
incorporated in to, nor do they form part of this annual
‘Other Documents’ section, or a copy can be obtained from
financial report.
the Company Secretary whose correspondence address is
shown on the next page.
FINANCIAL CALENDAR
In addition, the Company publishes information according to
the following calendar:
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 89
## Directors, Advisors and Principal Service Providers

| DIRECTORS | BANKER |
| --- | --- |
| Elisabeth Stheeman, Chair | The Bank of New York Mellon |
| Aidan Lisser, Senior Independent Director | 160 Queen Victoria Street |
| Steve Baldwin, Audit Committee Chair | London EC4V 4LA |

Patrick Edwardson, Management Engagement Committee Chair
CORPORATE BROKER
Annabel Tagoe-Bannerman
Investec Bank plc
REGISTERED OFFICE 30 Gresham Street
First Floor London EC2V 7QP
9 Haymarket Square
REGISTRAR
Edinburgh EH3 8RY
MUFG Corporate Markets

| COMPANY NUMBER | Central Square |
| --- | --- |
| Registered in Scotland. | 29 Wellington Street |
| Number: SC001836 | Leeds |

LS1 4DL
ALTERNATIVE INVESTMENT FUND MANAGER

| (MANAGER) | If you hold your shares direct and not through a Savings |
| --- | --- |
| Liontrust Fund Partners LLP | Scheme or ISA and have queries relating to your shareholding, |
| 2 Savoy Court | you should contact the Registrars on: |

London WC2R 0EZ
0371 664 0300
020 7412 1700
COMPANY SECRETARY Calls are charged at the standard geographic rate and will
NSM Funds (UK) Limited vary by provider.
4th Floor 46-48 James Street
From outside the UK: +44 371 664 0300. Calls from outside
London W1U 1EZ
the United Kingdom will be charged at the applicable
0203 697 5772
international rate. Lines are open from 9.00am to 5.30pm,
THE ASSOCIATION OF INVESTMENT COMPANIES Monday to Friday (excluding UK Public Holidays).
The Company is a member of the Association of Investment
Shareholders can also access their holding details via MUFG
Companies.
Corporate Market’s website:
Contact details are as follows:
020 7282 5555 https://uk.investorcentre.mpms.mufg.com/
Email: enquiries@theaic.co.uk / Website: www.theaic.co.uk MUFG Corporate Markets provide an on-line and telephone
share dealing service to existing shareholders who are not
LEGAL ADVISOR
seeking advice on buying or selling. This service is available
Dentons UK and Middle East LLP
at https://dealing.cm.mpms.mufg.com or
First Floor
9 Haymarket Square 0371 664 0445.
Edinburgh
Calls are charged at the standard geographic rate and will
EH3 8RY
vary by provider.
INDEPENDENT AUDITORS
From outside the UK: +44 (0) 371 664 0445. Calls from outside
PricewaterhouseCoopers LLP
the UK will be charged at the applicable international rate.
7 More London Riverside
Lines are open from 8.00am to 5.30pm, Monday to Friday
London SE1 2RT
(excluding UK Public Holidays).
DEPOSITARY AND CUSTODIAN
The Bank of New York Mellon (International) Limited
160 Queen Victoria Street
London EC4V 4LA
90 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC

## Glossary of Terms and Alternative Performance Measures (“APM”)

An APM is a measure of performance or financial position that is not defined in applicable accounting standards and cannot be directly derived from the financial statements. The calculations shown in the corresponding tables are for the financial years ended 31 March 2026 and 31 March 2025. The APMs listed here are widely used in reporting within the investment company sector and consequently aid comparability, providing useful additional information.

### BENCHMARK (OR BENCHMARK INDEX)

A standard against which performance can be measured, usually an index that averages the performance of companies in a stock market or a segment of the market. The benchmark most often referred to in this annual financial report is the FTSE All-Share Index.

### BENCHMARK RETURN

Total return on the benchmark is on a mid-market value basis, assuming all dividends received were reinvested, without transaction costs, into the shares of the underlying companies at the time the shares were quoted ex-dividend.

### DISCOUNT OR PREMIUM (APM)

Discount is a measure of the amount by which the mid-market price of an investment company share is lower than the underlying net asset value of that share. Conversely, Premium is a measure of the amount by which the mid-market price of an investment company share is higher than the underlying net asset value of that share. In this annual financial report the discount is expressed as a percentage of the NAV per share with debt at fair value (see reconciliation of NAV per share with debt at fair value within the Net Asset Value (NAV) Debt at Fair Value reconciliation within the Alternative Performance Measures on page 92) and is calculated according to the formula set out below. If the shares are trading at a premium the result of the below calculation will be positive and if they are trading at a discount it will be negative.

|   | Page |  | 2026 | 2025  |
| --- | --- | --- | --- | --- |
|  Share price | 6 | a | 773.00p | 740.00p  |
|  Net asset value per share - debt at market value (note 17) | 6 | b | 846.04p | 817.16p  |
|  **Discount** | c = (a-b)/b |   | (8.6)% | (9.4)%  |

### DIVIDEND YIELD

The annual dividend payable expressed as a percentage of the year end share price.

|   | Page |  | 2026 | 2025  |
| --- | --- | --- | --- | --- |
|  Dividends per share payable in respect of the year (note 8) | 6 | a | 32.00p | 28.80p  |
|  Share price | 6 | b | 773.00p | 740.00p  |
|  **Dividend yield** | c = a/b |   | 4.1% | 3.9%  |

### GEARING

The gearing percentage reflects the amount of borrowings that a company has invested. This figure indicates the extra amount by which net assets, or shareholders’ funds, would move if the value of a company’s investments were to rise or fall. A positive percentage indicates the extent to which net assets are geared; a nil gearing percentage, or ‘nil’, shows a company is ungeared. A negative percentage indicates that a company is not fully invested and is holding net cash as described below.

There are several methods of calculating gearing and the following has been used in this report:
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 91
GROSS GEARING (APM)
This reflects the amount of gross borrowings in use by a company and takes no account of any cash balances. It is based on
gross borrowings as a percentage of net assets.

|  |  |  | 2026 | 2025 |
| --- | --- | --- | --- | --- |
|  | Page |  | £’000 | £’000 |
| Unsecured Senior Loan Notes – debt at fair value |  | 81 65,590 66,611 |  |  |

Gross borrowings a 65,590 66,611
Net asset value - debt at fair value APM 92 b 1,113,842 1,179,335
Gross gearing c = a/b 5.9% 5.6%
NET GEARING OR NET CASH (APM)
Net gearing reflects the amount of net borrowings invested, i.e. borrowings less cash and cash equivalents (incl. investments in
money market funds). It is based on net borrowings as a percentage of net assets. Net cash reflects the net exposure to cash
and cash equivalents, as a percentage of net assets, after any offset against total borrowings.

|  |  |  | 2026 | 2025 |
| --- | --- | --- | --- | --- |
|  | Page |  | £’000 | £’000 |
| Unsecured Senior Loan Notes – debt at fair value |  | 81 65,590 66,611 |  |  |

Less: cash and cash equivalents 67 (1,123) (7,233)
Net borrowings a 64,467 59,378
Net asset value - debt at fair value APM 92 b 1,113,842 1,179,335
Net gearing c = a/b 5.8% 5.0%
LEVERAGE
Leverage, for the purposes of the UK AIFM Directive is not synonymous with gearing as defined above. In addition to
borrowings, it encompasses anything that increases the Company’s exposure, including foreign currency and exposure gained
through derivatives. Leverage expresses the Company’s exposure as a ratio of the Company’s net asset value.
Accordingly, if a Company’s exposure was equal to its net assets it would have leverage of 100%. Two methods of calculating
such exposure are set out in the AIFMD, gross and commitment. Under the gross method, exposure represents the aggregate
of all the Company’s exposures other than cash balances held in base currency and without any offsetting. The commitment
method takes into account hedging and other netting arrangements designed to limit risk, offsetting them against the
underlying exposure.
NET ASSET VALUE (NAV)
Also described as shareholders’ funds, the NAV is the aggregate value of all assets less all liabilities. Liabilities for this purpose
include debt, deducted at either par value or fair value as described in more detail below. The NAV per share is calculated by
dividing the net asset value by the number of ordinary shares in issue (excluding shares held in treasury).
NET ASSET VALUE (NAV) – DEBT AT PAR
The NAV with debt at par recognises the value of the debt liability as the nominal amount that will be repaid at maturity.
For the £120m Unsecured Senior Loan Notes, this recognises a liability of £120m. This is the basis used in the preparation of
the Balance Sheet on page 67.
92 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES (“APM”) / CONTINUED
NET ASSET VALUE (NAV) – DEBT AT FAIR VALUE
The fair value of each tranche of the £120m Unsecured Senior Loan Notes is ascertained by the administrator by aggregating
the discounted value of future cashflows, being the contractual interest payments and the repayment of capital at maturity as
each falls due. The discount factor used for each tranche is based on the market yield of UK Treasuries with similar maturity
dates adjusted to incorporate a credit spread.
The net asset value per share adjusted to include the Unsecured Senior Loan Notes at fair value rather than at par is as follows:

|  |  |  | NAV |  |  |  | NAV |  |  |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
|  | per share |  |  | Shareholders’ |  | per share |  | Shareholders’ |  |
|  |  | pence |  |  | funds |  | pence |  | funds |
|  |  |  | 2026 |  | £’000 |  | 2025 |  | £’000 |
| NAV - debt at par |  | 804.72 1,059,432 780.17 1,125,946 |  |  |  |  |  |  |  |

Unsecured Senior Loan Notes 91.15 120,000 83.15 120,000
- debt at fair value (49.83) (65,590) (46.16) (66,611)
NAV - debt at fair value 846.04 1,113,842 817.16 1,179,335
ONGOING CHARGES RATIO (APM)
The ongoing administrative costs of operating the Company are encapsulated in the ongoing charges ratio, which is calculated
in accordance with guidance issued by the AIC. The calculation incorporates charges allocated to capital in the financial
statements as well as those allocated to revenue, but excludes non-recurring costs, transaction costs of investments, finance
costs, taxation, and the costs of buying back or issuing shares. The ongoing charges ratio is the aggregate of these costs
expressed as a percentage of the average daily net asset value reported in the year.

|  |  | 2026 | 2025 |
| --- | --- | --- | --- |
|  | Page | £’000 | £’000 |
| Investment management fee | 65 4,701 4,616 |  |  |

Other expenses 65 1,261 1,293
Total recurring expenses a 5,962 5,909
Average daily net assets b 1,152,271 1,169,201
Ongoing charges ratio % c = a/b 0.52% 0.51%
RETURN
The return generated in a period from the investments including the increase and decrease in the value of investments over
time and the income received.
CAPITAL RETURN
Reflects the return on NAV, from the increase and decrease in the value of investments, but excluding any dividends reinvested.
TREASURY SHARES
Shares previously issued by a Company that have been bought back from shareholders to be held by the Company for
potential sale or cancellation at a later date. Such shares are not capable of voting and carry no rights to dividends.
TOTAL RETURN
Total return is the theoretical return to shareholders that measures the combined effect of any dividends paid together with
the rise or fall in the share price or NAV. In this half-yearly financial report these return figures have been sourced from Refinitiv
who calculate returns on an industry comparative basis.
NET ASSET VALUE TOTAL RETURN (APM)
Total return on net asset value per share, with debt at fair value, assuming dividends paid by the Company were reinvested into
the shares of the Company at the NAV per share at the time the shares were quoted ex-dividend.
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 93
SHARE PRICE TOTAL RETURN (APM)
Total return to shareholders, on a mid-market price basis, assuming all dividends received were re-invested, without transaction
costs, into the shares of the Company at the time the shares were quoted ex-dividend.

|  |  | Net Asset |  | Share |
| --- | --- | --- | --- | --- |
| 2026 Page |  |  | Value | Price |
| As at 31 March 2026 | 6 846.04p 773.00p |  |  |  |

As at 31 March 2025 6 817.16p 740.00p
Change in year a 3.5% 4.5%
(1)
Impact of dividend reinvestments b 3.7% 4.0%
Total return for the year c = a+b 7.2% 8.5%

|  |  | Net Asset |  | Share |
| --- | --- | --- | --- | --- |
| 2025 Page |  |  | Value | Price |
| As at 31 March 2025 | 6 817.16p 740.00p |  |  |  |

As at 31 March 2024 7 779.97p 690.00p
Change in year a 4.8% 7.2%
(1)
Impact of dividend reinvestments b 3.5% 4.1%
Total return for the year c = a+b 8.3% 11.3%
(1) Total dividends paid during the year of 30.20p (2025: 27.60p) reinvested at the NAV or share price on the ex-dividend date. Share price increases
subsequent to the reinvestment date consequently further increase the returns, or vice versa if the NAV or share price falls.
COMPANY NAME
The Edinburgh Investment Trust plc is registered at Companies House as The Edinburgh Investment Trust Public Limited
Company.
94 OTHER INFORMATION FOR SHAREHOLDERS THE EDINBURGH INVESTMENT TRUST PLC

# Alternative Investment Fund Managers Directive Disclosure

ALTERNATIVE INVESTMENT FUND MANAGER AND UK AIFM DIRECTIVE

UK AIFM DIRECTIVE (the UK AIFMD, the Directive)

The UK's implementation of Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers, together with Commission Delegated Regulation (EU) No. 231/2013 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, and any transposing legislation incorporating the same into UK law (including, but not limited to, the UK Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773), as amended by The Alternative Investment Fund Managers (Amendment etc.) (EU Exit) Regulations 2019), all as may be amended or supplemented from time to time.

ALTERNATIVE INVESTMENT FUND MANAGER (AIFM, THE MANAGER, THE PORTFOLIO MANAGERS)

The Company falls within the definition of an Alternative Investment Fund (AIF) under the Directive and, as such, is required to have (or be) an authorised AIFM. The Company has appointed Liontrust Fund Partners LLP (Liontrust) as AIFM. Liontrust is authorised and regulated by the FCA as a full-scope AIFM.

The responsibility for the day-to-day investment management activities of the Company has been delegated by AIFM to Liontrust Investment Partners LLP.

Amongst other things, regulations implementing the UK AIFMD require certain information to be provided to prospective investors. This information can be found in the Company's page of the Manager's website (www.liontrust.com) in a downloadable document titled 'AIFMD Investor Information'. There has been no material change to this document in the year.

Any information requiring immediate disclosure pursuant to the Directive will be disclosed through a primary information provider. In addition, the Directive requires information in relation to the Company's leverage (both 'gross' and 'commitment' - see the Glossary of Terms and Alternative Performance Measures on pages page 91) and the remuneration of the Company's AIFM to be made available to investors.

Accordingly:

- the leverage calculated for the Company at its year end was 109% for gross and 109% for commitment (2024: 105% gross and 109% commitment). The limits the AIFM has set for the Company remain unchanged at 250% and 200% respectively;
- the AIFM summary remuneration policy is available from the corporate policies page of the Manager's website (www.liontrust.com) and from the Company's company secretary, on request (see contact details on page 89); and - the AIFM remuneration paid for the year to 31 March 2025 is described below.

AIFM REMUNERATION POLICY

As AIFM, Liontrust Fund Partners LLP is required to maintain a remuneration policy (the "Remuneration Policy" or the "Policy") that meets the requirements of the AIFM Remuneration Code. The Policy governs the remuneration of the AIFM's key senior personnel, risk takers and control functions (the "Code Staff"). The table below provides an overview of the total remuneration paid to the staff of the Management Company for the year ended 31 March 2025:

- Aggregate total remuneration paid by the Manager to its staff (employees and members).
- Aggregate total remuneration paid by the Manager to all relevant code staff.
THE EDINBURGH INVESTMENT TRUST PLC OTHER INFORMATION FOR SHAREHOLDERS 95
Total
Remuneration
Headcount (£’000)
1
Manager UK Staff of which 21 849
Fixed Remuneration 21 844
Variable Remuneration 21 5
2
AIFM Remuneration Code Staff of which Senior Management 7 143
Other control functions:
Other code staff/risk takers 5 1,176
1 The Manager’s UK Staff costs have been incurred by another Group entity and allocated to the AIFM. The most appropriate measure of staff costs are
those staff who are members of Liontrust Fund Partners LLP or Group staff who are employed by Liontrust Asset Management Plc but have their costs
apportioned to the LLP.
2 AIFM Remuneration Code Staff costs for risk takers apply only in respect of services to The Edinburgh Investment Trust. For senior management and
control function staff, remuneration is apportioned on the basis of total AIFM assets under management versus total Group assets under management.
Remuneration is made up of fixed pay (i.e. salary and These remuneration policies apply also to other entities in
benefits such as pension contributions) and variable pay the Liontrust Group to which investment management of
(annual performance based or linked directly to investment the Company has been delegated, and those delegates are
management revenues). Annual incentives are designed subject to contractual arrangements to ensure that policies
to reward performance in line with the business strategy, which are regarded as equivalent are applied.
objectives, values and long term interests of the AIFM
The Board adopts, and reviews annually, the general
and Liontrust Asset Management PLC (LAM) Group. The
principles of the applicable remuneration policies, and
annual incentive earned by an individual is dependent on
the implementation of the remuneration policies is, at
the achievement of financial and non-financial objectives,
least annually, subject to central and independent internal
including adherence to effective risk management practices.
review by the Committee for compliance with policies and
The AIFM provides long-term incentives which are designed
procedures.
to link reward with long-term success and recognise the
responsibility participants have in driving future success and SCOPE OF THE POLICY
delivering value. Long-term incentive awards are conditional The AIFM is subject to the requirements of the AIFM
on the satisfaction of corporate performance measures. The Remuneration Code (SYSC 19B) (the “Code”). The
structure of remuneration packages is such that the fixed requirements of the Code are applicable to the remuneration
element is sufficiently large to enable a flexible incentive arrangements of individuals who fall within the definition of
policy to be operated. Code staff under the Code and this policy sets out the basis
on which the rules contained within the Code will be applied
Staff are eligible for an annual incentive based on their
to Code Staff. The Committee itself sets the remuneration
individual performance, and depending on their role, the
and has oversight if remuneration arrangements for all
performance of their business unit and/or the group. These
other Code Staff together with such other senior employees
incentives are managed within a strict risk framework, and the
as the Committee may determine from time to time. The
Directors of LAM retain ultimate discretion to reduce annual
Committee also reviews the remuneration arrangements of
incentive outcomes where appropriate.
other employees and the operation of the incentive plans to
The AIFM actively manages risks associated with delivering ensure that remuneration arrangements have regard to pay
and measuring performance. All our activities are carefully and employment conditions. However, decisions on individual
managed within our risk appetite, and individual incentive remuneration arrangements are made by management in
outcomes are reviewed and may be reduced in light of any the area, with oversight by the Human Resources Director.
associated risk management issues. No hedging or other mitigation arrangements may be
entered into by employees as that would undermine risk
The Liontrust Group operates a Remuneration Committee
alignmenteffects.
(the “Committee”). The Committee reports to the Board. The
Committee reviews risk and compliance issues in relation
to the vesting of deferred awards for all employees and
members. Compliance is monitored throughout the vesting
period by the Committee.
The paper stock used in this report is manufactured at
a mill that is FSC accredited. The manufacture of the
paper in this report has been Carbon Balanced. The print
factory is FSC accredited and has the Environmental
ISO 14001 accreditation.
Vegetable based inks were used in the printing process.
CBP029867
Edinburgh Investment Trust plc
First Floor
9 Haymarket Square
Edinburgh
EH3 8RY
Telephone +44 (0)20 7412 1700
MANAGED BY
Email LionTA@liontrust.co.uk
### edinburgh-investment-trust.co.uk