Annual Report and
Financial Statements
Baillie Gifford
UK Growth
Trust plc
30 April 2026
Notes
None of the views expressed in this document
should be construed as advice to buy or sell a
particular investment.
Investment trusts are UK public listed companies
and as such comply with the requirements of the
Financial Conduct Authority (‘FCA’). They are not
authorised or regulated by the FCA.
Baillie Gifford UK Growth Trust plc currently
conducts its affairs, and intends to continue to
conduct its affairs, so that the Company’s Ordinary
Shares can qualify to be considered as a mainstream
investment product and can be recommended by
Independent Financial Advisers to ordinary retail
investors in accordance with the rules of the FCA in
relation to non-mainstream investment products.
This document is important and requires your
immediate attention.
Investor disclosure document
The UK Alternative Investment Fund Managers
Regulations requires certain information to be
madeavailable to investors prior to their investment
in the Company. The Company’s Investor
Disclosure Document is available for viewing at
bgukgrowthtrust.com.
If you are in any doubt as to the action you should
take you should consult your stockbroker, bank
manager, solicitor, accountant or other independent
financial adviser authorised under the Financial
Services and Markets Act 2000 immediately if you
are in the United Kingdom or, if not, from another
appropriately authorised financial adviser.
If you have sold or otherwise transferred all of your
holding in Baillie Gifford UK Growth Trust plc, please
forward this document, together with accompanying
documents, but not your personalised Form of Proxy,
as soon as possible to the purchaser of transferee,
or to the stockbroker, bank or other agent through
whom the sale or transfer was or is being effected
for delivery to the purchaser or transferee.
Cover: St. Paul’s Cathedral. London, UK
01
Baillie Gifford UK Growth Trust plc
Contents
Financial highlights 02
Strategic report
Chairman’s statement 05
Managers’ report 08
Review of investments 12
List of investments 16
One year summary 18
Five year summary 19
Ten year record 20
The managers’ core investment principles 22
Baillie Gifford’s stewardship principles 23
Baillie Gifford proxy voting 24
Environmental, social and governance engagement 25
Business review 28
Governance report
Directors and management 40
Directors’ report 42
Corporate governance report 47
Audit Committee report 55
Directors’ remuneration report 57
Statement of Directors’ responsibilities 61
Financial report
Independent auditor’s report 63
Income statement 71
Balance sheet 72
Statement of changes in equity 73
Cash flow statement 74
Notes to the financial statements 75
Shareholder information
Notice of Annual General Meeting 89
Further shareholder information 95
Communicating with shareholders 97
Glossary of terms and Alternative Performance Measures 100
Sustainable Finance Disclosure Regulation 103
Introduction
Annual Report and Financial Statements 2026
02
Financial
highlights
Year to 30 April 2026
* Alternative performance measure — see Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
†
The benchmark is the FTSE All-Share Index.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 99.
Past performance is not a guide to future performance.
Share price
18.2%
NAV
15.6%
Benchmark
25.2%
Share price total return
*
(figures rebased to 100 at 30 April 2025)
Discount
*
(figures plotted at month end dates)
Total returns
*
Share price NAV Benchmark
†
2025 2026
90
AMFJDNOSAJJMA
100
110
120
130
140
(14%)
(12%)
(10%)
(8%)
(6%)
(4%)
(2%)
0%
2%
Discount*
2025 2026
AMFJDNOSAJJMA
The principal investment objective of the Company is to
achieve capital growth predominantly from investment in
UK equities, with the aim of providing a total return in excess
of the FTSE All-Share Index.
Baillie Gifford UK Growth Trust plc
03
Backing the UK’s
next wave of growth.
Not blasts from the past.
We’ve heard a lot about growth in the UK recently, and we know
it is achievable if you know where to look. That’s why, rather
than investing in those very large companies that dominate the
FTSE, we focus on those exciting UK businesses growing fast
and disrupting the status quo. So, if you’re looking for growth,
join us and back great British growth companies.
Capital at risk.
Find out more by visiting bailliegifford.com
A Key Information Document is available. Call 0800 917 2112.
Baillie
Gifford
UK Growth
Trust
An example of advertising that ran across print for Baillie Gifford UK Growth Trust plc during February and March 2026.
Publishers included the Financial Times, MoneyWeek and the Daily Mail.
Your call may be recorded for training or monitoring purposes. Issued and approved by Baillie Gifford & Co Limited, whose registered address is at
3 Haymarket Square, Edinburgh, EH3 8RY, United Kingdom. Baillie Gifford & Co Limited is the authorised Alternative Investment Fund Manager and
Company Secretary of the Trust. Baillie Gifford & Co Limited is authorised and regulated by the Financial Conduct Authority (FCA). The investment trusts
managed by Baillie Gifford & Co Limited are listed UK companies and are not authorised or regulated by the Financial Conduct Authority.
The Strategic report, which
includes pages 4 to 38 and
incorporates the Chairman’s
statement has been prepared
inaccordance with the Companies
Act 2006.
Strategic
report
05
Baillie Gifford UK Growth Trust plc
Chairman’s
statement
Neil Rogan
Chairman
Appointed to the
Board in 2024 and
as Chairman in 2024
After outperforming a style headwind in our first
half, performance was poor in the second half. For
the full year to 30 April 2026, NAV total return was
+16%, behind the FTSE All-Share Index total return
of +25%. Your share price total return was +18% as
the discount narrowed from 10.5% to 8.7%.
Style headwinds persisted in our second half.
To give an idea of the strength of the headwind,
over the full year the MSCI UK Growth Index total
return was +11%, the MSCI UK Value Index was
+38%, the MSCI UK Large-Cap Index was +28%,
the MSCI Mid-Cap Index was +16%, the MSCI UK
Small-Cap Index was +17%, the FTSE All Share
Banks Index was +58% and the FTSE Resources
Index was +52%. There was also very little growth
in the UK economy, with the latest numbers showing
real growth of 0.9% in GDP over the 12 months to
31March 2026 and a 0.1% contraction in April.
Performance attribution numbers for the year
reveal that the absence of any exposure to
three sectors (oil, gas and coal; industrial metals
and mining; banks) explains the majority of the
underperformance. Stock selection was also a
negative contributor: The combined effect of the
10 stocks held that contributed most positively was
+7.2%. The combined effect of the 10 stocks held
that contributed the most to underperformance
was -12.7%. For an active stock picker, that is a
pooroutcome.
Strategic report
Annual Report and Financial Statements 2026
06
Dividend
The Board’s dividend policy is unchanged: to pay
out at least 85% of earned income in one payment
per year, putting any excess into revenue reserves.
For the year to 30 April 2026, the revenue return per
share was 6.23p (2025 – 5.32p). A final dividend
of 6.20p per share is being recommended to
shareholders as part of the business of the Annual
General Meeting (‘AGM’). This will be payable on
11September 2026. The Company’s focus is on
capital growth rather than income; shareholders
should not expect a regular or steady level of income
to be paid by the Company.
Issuance, Buybacks and Treasury
In January 2025, the Board announced that it
had determined to use buybacks with the aim of
maintaining a single digit discount to the Company’s
NAV per share in normal market conditions.
Over the year, the discount averaged 9.9%, ranging
between 8.1% and 11.4%, ending the financial year
at 8.7% compared to 10.5% a year earlier. The
Company bought back into treasury 20,949,202
shares, representing 16% of the Company’s issued
share capital as at 30 April 2025. Since the financial
year end, a further 1,450,997 shares have been
bought back. At 30 April 2026, the Company had
52,591,576 shares held in treasury. Following further
buybacks after the year end, this had increased
to 54,042,573 shares as at 23 June 2026,
representing 33.6% of the Company’s total ordinary
share capital. The Board intends, in the coming
weeks, to cancel sufficient treasury shares to reduce
the treasury balance to approximately 5% of the
Company’s total ordinary share capital, and this will
be announced to the market by RNS.
Appointment of third Co-Manager
We have pressed Baillie Gifford to bring in a third
co-manager, James Smith. James, unusually for
them, has a decade of experience working elsewhere
before joining Baillie Gifford in 2022 and will work
alongside Iain and Milena. We expect to see a small
increase in the number of holdings and an increase
in portfolio turnover from less than 5% towards
20% p.a. as a greater emphasis is put on portfolio
construction and sell discipline. Importantly, the
portfolio will retain its strong growth credentials and
should be quicker to adapt to changing conditions.
Ongoing Charges
The Board is responsible for the level of ongoing
charges which was a competitive 0.76% per annum
at 30April 2026. The main component of this is the
0.50% management fee paid to Baillie Gifford.
In recognition of the specific circumstances of the
Company during the period leading up to the 2029
tender assessment, Baillie Gifford has agreed to
temporarily reduce its management fee from 0.50%
to 0.40% of net asset value with effect from 1 July
2026. This revised fee will apply until the performance
triggered tender calculation date of 30April 2029, at
which point the management fee will revert to 0.50%,
subject to the Company continuing in its current form
following the outcome of the tender process.
Board Composition
Our Audit Committee Chair, Andrew Westenberger,
will retire from the Board at the next AGM having
completed nine years of service. The Board will
continue with just the four remaining Directors and
Seema Paterson will take over from Andrew as Audit
Committee Chair. We extend our thanks to Andrew
for his significant contribution and wise counsel over
his whole term.
Annual General Meeting
The Company’s AGM is scheduled to take place at
noon, Wednesday 2 September at 1 Moorgate Place,
City of London, London EC2R 6EA. The meeting will
include a presentation by the portfolio managers on
the prospects for UK equities and the positioning of the
portfolio. They and the Board will be available to answer
any questions. Light refreshments will be available.
Shareholders may bring a guest to themeeting.
Outlook
Patience has clearly been eroded by the shortfall in
relative performance over the last five years. In 2024
we introduced a five-year performance conditional
tender offer through which shareholders, if they
wish, will be able to sell their entire holding at NAV
less 2% if NAV total return over the five years to
30April 2029 does not beat the FTSE All-Share
Index. The first two years of this period (to 30 April
2026) show NAV total return at +24%, behind
the Index total return of +35%. This shortfall is
concerning so the Board has reviewed the situation
with our corporate broker and adviser and will
continue to consult with major shareholders.
07
Baillie Gifford UK Growth Trust plc
Our findings show that poor stock selection accounts
for around three-quarters of the underperformance
against the FTSE All-Share Index over the last five
years, with sector allocation responsible for most of
the rest. However, in general, the stocks selected five
years ago or earlier have gone on to deliver growth
rates in the top two quintiles for EPS growth in the
UK. So the problem has not been the ability to find
the right growth companies, it has been paying too
much for them in the first place or not selling them
when they became expensive.
Most investors will recognise that large-capitalisation
stocks have dominated world markets in recent years.
It has been most obvious in the US with the rise of the
so-called “Magnificent Seven” and the current round
of new listings led by SpaceX. But it has been true in
the UK too, with the FTSE 100 Index (containing the
UK’s largest 100 companies) up 12% p.a. over the last
five years whereas the FTSE 250 Index (containing
numbers 101-350) is up by only 3% p.a. BGUK’s
holdings are mostly to be found in the latter. That is a
strong style headwind for our Managers. So too is the
large outperformance of value stocks versus growth
stocks within the UK market. Over five years, the
MSCI UK Value Index is up by 16% p.a., well ahead
of the MSCI UK Growth Index at 8% p.a. Much of
this style headwind is captured in the performance
attribution to sector selection, which accounts for the
other quarter of our underperformance.
What would a style tailwind look like? Our analysis
of monthly returns for the Trust’s portfolio in
different market conditions suggest that we tend to
outperform when growth stocks beat value stocks,
when mid-and small-cap stocks beat large caps and
when the market goes up. The last year that all three
happened simultaneously was 2019.
When could we see a tailwind? The honest answer is
we don’t know, all we can do is assess probabilities:
Considering valuations of growth stocks versus value
stocks in the UK, they are now broadly neutral or
middle-of-the range on the basis of a 20-year history.
But because growth stocks should grow their earnings
faster than value stocks, this is a smallpositive.
I referred earlier to the sharp underperformance
of mid- and small-cap stocks relative to large-cap.
Historically, investors paid a premium for mid-and
small-cap stocks because of their superior earnings
growth. For mid-cap stocks that premium is now a
discount with the FTSE 100 index trading at a PER
of 16x and the mid-cap FTSE 250 trading at 14x.
Looking at dividend yields gives the same picture
with the FTSE 100 at 3.0% and the FTSE 250 at
3.5%. This is a good indicator of a future tailwind.
As for markets rising, it is supportive that the UK
stockmarket is clearly cheap relative to its own
history. It is also clear that the UK is at 30-year low
valuations relative to the world. You can corroborate
this by looking at valuation pairs between some
of our holdings and similar American companies:
St.James’s Place trades on a Forward Price-to-
Earnings (Forward P/E)
*
of 14x versus Charles
Schwab on 15x. Bunzl trades on 14x versus Grainger
on 26x. Howden Joinery trades on 15x versus Home
Depot on 21x. Auto Trader trades on 13x versus
CoStar on 23x. Bodycote trades on 13x versus ATI
on 33x (and remember that US private equity firm
Apollo just withdrew a takeover bid for Bodycote
that was priced at a 27% premium to its undisturbed
share price).
However well [insert Prime Minister of your choice]
does, it is hard to envisage a strong recovery in
UK economic growth by 2029. That does not
necessarily mean that stock market returns will be
poor. After all, the past few years have seen strong
absolute market returns despite the deteriorating
political and economic environments. Well managed
companies can and do deliver good returns in very
difficult conditions.
We hear that there is a clear appetite for a UK
investment trust with high active share and a
long-term approach to growth investing. We
recognise that shareholder patience is thin. Ours is
too. The Board is mindful of the 2027 continuation
vote and the 2029 performance conditional tender
offer. While we believe that the probability of
success has improved, we know that we need to see
clear evidence of recovery to pass beyond these
twohurdles.
Neil Rogan
Chairman
25 June 2026
* Source: FactSet, GBP. Data as at April 30, 2026.
Strategic report
Annual Report and Financial Statements 2026
08
Managers’
report
It is disappointing to report that the Company’s
portfolio has underperformed the FTSE All-Share
Index as noted by the Chairman, even if the
absolute return was strong. We had noted in the
interim report, when performance was slightly
ahead, that adaptability was key for businesses and
management. However, ‘events’ as interpreted by
the stock market, can sometimes play havoc in the
short term and in the second half of the Company’s
financial year there were two notable negative
impacts on the portfolio.
The first was the AI induced panic that occurred in
the latter part of 2025, which impacted the share
prices of a number of our businesses, and which is
discussed in more detail below. The other negative
was the attack on Iran by the US and Israel, which
has led to the strategically important Strait of
Hormuz being closed to shipping. This has led to a
spike in the oil price and worries about raw material
shortages, both of which are inflationary and likely
to impact global economic growth. Neither we, nor
anybody else, can make sensible predictions about
how the situation in the Middle East will play out.
What we do know is that the initial market reaction
was to shun or mark down growth businesses,
and this hurt our performance. Going back to
the point of adaptability, we are fairly confident
that the businesses in the portfolio will adapt to
the tricky backdrop, but demonstrating this will
requirepatience.
Performance
Before addressing some of the challenges,
itis worth mentioning some of the stocks that
performed well in the year. Our patient style was
rewarded with a number of engineering businesses,
such as Renishaw and Bodycote, that had
performed poorly in the previous year following
negative reaction to President Trump’s then tariff
plans, performing strongly. That the underlying
performance of these businesses was fairly resilient
in both years illustrates our point that while share
prices ultimately follow fundamentals, in the short
term they can disconnect and one must be very
careful how onereacts.
Another positive was the insurer Just Group. As we
mentioned in the interim report, it was subject to a
takeover and we used it as a source of funds in the
second half of the year. Other notable gainers were
Games Workshop, where trading was strong, and
our unlisted investment Wayve Technologies was
written up following further encouraging newsflow.
Molten Ventures, which invests in fast growing
private businesses, also performed strongly as the
operational performance of its biggest investments
was strong and its discount to its net asset
valuenarrowed.
Nevertheless, these positives were outweighed
by negatives which can be broken down into
companies that we owned and those that we
didn’t. In regard to the latter, we were hurt by the
ongoing strong performance in banks, mining
and oil stocks that we don’t have any exposure
to. Their respective business fundamentals have
been driven by a period of extremely favourable
cyclical conditions. Furthermore, future growth
prospects for many of these companies are very
heavily dependent on exogenous variables – such
as the level of interest rates and commodity prices
– over which we have limited predictive powers, as
opposed to business model or execution related
advantages, drivers which we view as more
sustainable in nature. For example, we recently
undertook a review of the domestic focused banks
to assess whether we were missing something.
Theoutput suggested to us that taking a position
09
Baillie Gifford UK Growth Trust plc
in these particular businesses would actually lower
the
long term
growth potential and quality of the
portfolio that we are managing. Tobe clear, they
are not terrible businesses and might well make the
cut if our remit was to manage an ‘all weather’ or
‘value’ portfolio. But it is not. Weare managing a
best ideas ‘growth’ portfolio.
The other major negative in the period was
that the valuation of several of our high-quality
compounders – such as auto and property
classifieds platforms AutoTrader and Rightmove,
credit data and decisioning business Experian,
ITvalue-added reseller Softcat – de-rated sharply
as part of a broader sell-off in software companies
relating to fears of disruption fromAI.
We accept that AI is a momentous technology
which will impact all businesses. In a narrow sense,
it might well shape how consumers search for and
buy cars and properties, how enterprises procure
IT, how data is analysed and how decisions are
made. These companies will most certainly have
to adapt. However, it seems to us that the market
is pricing a much more severe outcome – one of
structural competitive moat impairment where AI
commoditises the core value proposition, erodes
customer relationships and permanently reduces
value capture. We believe this is far too simplistic.
Whilst AI may change the interface through which
customers discover and consume information
and services, it does not automatically replace
the underlying assets which have made these
businesses so valuable. Proprietary, high quality,
commercially relevant data, trusted brands, network
effects, customer and regulatory relationships,
workflow integration and habit formation all
underpin these companies’ competitive advantages
and remain highly defensible. In fact, AI may
well increase the value of these scarce assets
by making them more usable and monetisable.
Encouragingly, all of the companies are on the
front foot and investing in capabilities. All have
launched AI-enabled products, with customer
adoption suggesting real utility. Webelieve their
strong strategic position gives them a better
chance than most of earning attractive returns on
these investments. We, therefore, see the current
market panic as providing a potentially compelling
investment opportunity.
Portfolio activity
During the second half of the financial year, we
bought a new holding in Greggs. The company
has built one of the UK’s strongest value-led food
brands, and we believe this will remain its core
growth engine over the next five years. Its scale
and vertically integrated model give it a structural
cost advantage that should allow it to defend
price leadership while improving margins. The
heavy investment cycle of more than £1bn from
2022–2026 has strengthened its manufacturing
and supply chain base, widening the moat at a time
when many competitors have been constrained by
inflation and cost pressure. As capex moderates,
we expect those investments to translate into
better efficiency, stronger cash generation and
more profitable store growth. We believe Greggs
can continue compounding earnings by combining
a trusted national brand, unmatched value and a
better-invested operating platform than the rest of
the market.
We also made some additions to existing holdings.
Weincreased our holding in Softcat. Within its
half year results in January, the company reported
23% gross profit growth and 27% operating profit
growth, with management upgrading the full year
profit guidance. Yet, the company is trading at a
10-year low valuation reflecting the perception of
being an AI“loser”. We view the market’s worry
that AI will reduce the need for channel partners
as misplaced. The evidence points to enterprise
IT becoming more, rather than less, complex.
AIadoption adds complexity for customers across
areas such as cloud architecture, data readiness,
governance and compliance and cybersecurity.
This all plays to the strengths of a business whose
value proposition is providing trusted advice and
helping customers navigate a complex, multi-vendor
technologyenvironment.
We have been keen to steadily build the small
position in Spirax Group as we think this high quality
engineer is poised to improve after a few years of
relatively sluggish growth by its stellar standards,
caused by post pandemic destocking by customers
in one of its divisions and a slightly tougher
backdrop in its core steam business. We think the
long-term opportunities created by electrification
and decarbonisation are substantial and Spirax’s
competitive advantage makes it likely that it will be
able to capitalise on this profitably.
Strategic report
Annual Report and Financial Statements 2026
10
We made two sales in the period – annuity provider
Just Group, following its takeover by private equity,
and IT staffing firm FDM. Whilst we recognise
the latter has gone through a tough cycle, driven
by procurement tightening at its predominantly
financial services customers, progress on its
strategic growth initiatives – overseas and sector
expansion – has disappointed our expectations.
Wealso think there is potentially greater uncertainty
on the medium-term impact of AI for thisbusiness.
Outlook
Markets remain in a highly febrile state and as
noted there has been a continuation of trends
that act against our ‘growth’ style as well as the
current AIscare. This is frustrating and will test the
patience of even the most long term of shareholders
who want to own a portfolio of high conviction UK
growth businesses. Classically, this is the point that
‘growth’ managers often feel obliged to capitulate.
Whatabout us? We are not complacent and
continue to think hard about whether our conviction
in our ideasis wrong.
What we come back to is that our detailed and
in-depth bottom-up work suggests that the portfolio
is both high quality and positioned for growth.
We have therefore continued to utilise gearing
throughout the year – net gearing currently stands
at 9.2% of shareholders’ funds. Ourexperience
tells us that we should hold our nerve and continue
to back our distinctive growth style. We continue to
believe that deploying incremental capital into out
of favour, high-quality growth companies, now at
historically attractive valuations, gives shareholders
and us better odds of significant outperformance
from here and we remain confident that this
discipline will be rewarded over the longterm.
Milena Mileva and Iain McCombie
Baillie Gifford & Co
25 June 2026
11
Baillie Gifford UK Growth Trust plc
Peak District, UK
Strategic report
Annual Report and Financial Statements 2026
12
Review of
investments
A review of the Company’s
tenlargest investments as at
30April 2026
Games Workshop
Miniature gaming company, known
for its fantasy game, Warhammer.
Its excellent competitive position
translates into strong pricing power
and high margins. We believe its
addressable market is expanding
as the hobby gains popularity in the
US & Far East. It is also focused
on monetising its deep pool of
intellectual property across the
broader media space, as evidenced
by its recent TV/film partnership
with Amazon. That intellectual
property is being monetised beyond
miniatures through licensing
(games/media), creating additional
long-run growthrunways.
Sector Consumer Discretionary
Valuation at
30 April 2026
£19,397,000
% of total assets* 7. 2
© Games Workshop Limited
*
For a definition of terms see glossary of terms and alternative performance measures on pages 100 to 102.
Wise
Global FX transfer company.
Having recognised that the
process of transferring money
abroad is expensive, slow, opaque
and inconvenient, Wise is on a
mission to improve the process
for both individual consumers and
businesses. Wise’s strong customer
proposition provides the potential
for a long runway for continued
market share gains in what is a
large, global, cross
-border market.
Over time, webelieve it can
become an essentialinfrastructure
layer for global money movement.
Sector Industrials
Valuation at
30 April 2026
£13,210,000
% of total assets* 4.9
© Shutterstock/Wise
13
Baillie Gifford UK Growth Trust plc
4imprint
4imprint distributes logo-printed
promotional products such as
T-shirts, pens, and cups, which
businesses use for advertising
and as gifts for customers
and employees. The company
operates mainly in the US, with a
smaller presence in the UK. The
promotional-products market
is large and highly fragmented.
4imprint has consistently grown
faster than the overall market
by taking share from smaller
competitors. We believe this growth
can continue, and when combined
with the company’s strong financial
characteristics, this makes 4imprint
an attractive investment.
Sector Consumer Discretionary
Valuation at
30 April 2026
£11,044,000
% of total assets* 4.1
*
For a definition of terms see glossary of terms and alternative performance measures on pages
100 to 102
.
Volution Group
Manufacturer of ventilation
productswhich range from
simpleextractor fans to
more complexheat recovery
solutions.Itsproducts are
very well-positioned to benefit
from environmental regulation
in buildingand construction.
Forinstance, its heat recovery
ventilation solutions are already
helping customers to meet
new energyefficiency building
standards.This is a promising
tailwindthat could boost organic
growth for years to come.
Sector Industrials
Valuation at
30 April 2026
£12,740,000
% of total assets* 4.7
© Volution Group
AJ Bell
One of the UK’s leading
online investment platforms.
Aslong-term savings in the
UK shift from corporate
defined benefit schemes
towards more self-directed
defined contribution schemes,
online investment platforms
should benefit. With its scale
and competitive customer
service and pricing, AJBell
stands out as one of the likely
long-termwinners.
Sector Financials
Valuation at
30 April 2026
£12,589,000
% of total assets* 4.7
Strategic report
Annual Report and Financial Statements 2026
14
Prudential
Prudential is an insurance and
asset management group focused
on Asia and Africa. It provides life
insurance, health insurance and
savings products to customers
in markets with rising wealth,
low insurance penetration, and
growing demand for long-term
financial protection. We believe
its strong distribution capabilities,
well-established brand and
exposure to structurally growing
markets provide scope for
attractive growth over manyyears.
The business is executing well and
is well-capitalised, which matters
for compounding through cycles.
Sector Financials
Valuation at
30 April 2026
£9,942,000
% of total assets* 3.7
Howden Joinery
Manufacturer and supplier of
kitchens to small builders/
property developers in the UK.
Itsdecentralised, customer-centric
business model has proved
very successful and it is very
well-positioned to continue to
take market share. It has a
compelling customer proposition
which combines local depots
in convenient locations, high
stock-availability and good
customer service. It also has a
long-term opportunity to replicate
its successful model in the less
mature French market.
Sector Consumer Discretionary
Valuation at
30 April 2026
£10,479,000
% of total assets* 3.9
© Howdens
Renishaw
Renishaw is a world-leading UK
engineering company specialising
in ultra-high-precision measurement
technology. Its products help
customers improve accuracy,
productivity, and automation across
industries including advanced
manufacturing, electronics and
scientific research. The company’s
strengths lie in its deep technical
expertise, long-standing customer
relationships, and sustained
investment in innovation. We
believe growing demand for higher
precision, factory automation,
and more efficient manufacturing
processes should provide attractive
long-term growth opportunities for
the business.
Sector Industrials
Valuation at
30 April 2026
£10,252,000
% of total assets* 3.8
*
For a definition of terms see glossary of terms and alternative performance measures on pages
100 to 102
.
15
Baillie Gifford UK Growth Trust plc
St. James’s Place
The UK’s largest wealth manager.
St.James’s Place (SJP) is a
beneficiary of the move to more
self-directed investment decisions for
UK-based savers, most notably those
saving for retirement. This tailwind
should persist for decades to come.
SJP targets affluent customers,
and controls its distribution
through selling via an experienced
self-employed sales force whilst
outsourcing the management of its
funds to third parties. This allows
the company to capture more profit
margin whilst delivering an attractive
proposition to customers, which is
reflected in growing funds under
management and high levels of
customer retention.
Sector Financials
Valuation at
30 April 2026
£9,935,000
% of total assets* 3.7
*
For a definition of terms see glossary of terms and alternative performance measures on pages
100 to 102
.
Auto Trader Group
Dominant advertising portal for
used cars in the UK. Through its
large audience of UK car buyers
and the continuous development
of its unparalleled automotive data
assets, Auto Trader is becoming
ever more deeply embedded in
the workflows of retailers. The
company has significantly stepped
up its efforts to evolve from an
advertising to a transactional
platform, providing a superior
buying experience to consumers
and helping retailers become more
efficient. Its rich dataset around
pricing, stock and buyer behaviour
is a key asset.
Sector Technology
Valuation at
30 April 2026
£9,792,000
% of total assets* 3.6
© Auto Trader Group plc
Strategic report
Annual Report and Financial Statements 2026
16
List of investments
as at 30 April 2026
Name Business
Fair value
£’000
% of total
assets
Consumer discretionary
Games Workshop Toy manufacturer and retailer 19,397 7.2
4imprint Direct marketer of promotional merchandise 11,044 4.1
Howden Joinery Manufacturer and distributor of kitchens to trade customers 10,479 3.9
Moonpig Online greetings card and gifting platform 8,901 3.3
Inchcape Car wholesaler and retailer 8,013 3.0
Burberry Luxury goods retailer 4,626 1.7
Greggs UK's leading food-on-the-go retailer 2,487 0.9
64,947 24.1
Consumer staples
Diageo International drinks company 4,105 1.5
Applied Nutrition Producer of premium nutrition supplements 2,062 0.8
6,167 2.3
Financials
AJ Bell UK wealth manager 12,589 4.7
Prudential International life insurer 9,942 3.7
St. James’s Place UK wealth manager 9,935 3.7
Legal & General Insurance and investment management company 9,634 3.6
Molten Ventures Technology focused venture capital firm 7,183 2.6
Lancashire Holdings General insurance 6,882 2.5
IntegraFin Provides platform services to financial clients 6,311 2.3
62,476 23.1
Healthcare
Genus World leading animal genetics company 9,198 3.4
Creo Medical Designer and manufacturer of medical equipment 546 0.2
Oxford Nanopore Novel DNA sequencing technology 348 0.1
10,092 3.7
17
Baillie Gifford UK Growth Trust plc
Name Business
Fair value
£’000
% of total
assets
Industrials
Wise Online platform to send and receive money 13,210 4.9
Volution Group Supplier of ventilation products 12,740 4.7
Renishaw Metrology company 10,252 3.8
Experian Global provider of credit data and analytics 9,766 3.6
Spirax Group Manufacturer of steam control systems 6,926 2.6
Sunbelt Rentals Construction and industrial equipment rental company 6,371 2.4
Bunzl Distributor of consumable products 5,579 2.1
Halma Specialist engineer 5,149 1.9
Bodycote Heat treatment and materials testing 4,941 1.8
PageGroup Recruitment consultancy
1,460 0.5
76,394 28.3
Real estate
Rightmove Online property portal 4,534 1.7
Helical Property developer 3,473 1.3
8,007 3.0
Technology
Auto Trader Group Advertising portal for second hand cars in the UK 9,792 3.6
Softcat IT reseller and infrastructure solutions provider 9,315 3.4
Kainos Group IT services and implementer 8,690 3.2
Wayve Technologies
Ltd Series B Pref.
Developer of full autonomous driving systems 6,628 2.5
RELX Professional publications and information provider 4,255 1.6
38,680 14.3
Total Equities 266,763 98.8
Net Liquid Assets 3,172 1.2
Total Assets 269,935 100.0
Denotes unlisted (private company) investment.
Strategic report
Annual Report and Financial Statements 2026
18
30 April 2026 30 April 2025
Capital returns
(% change)
Shareholders' funds £246m £260m
Net asset value per share 226.7p 201.2p 12.7
Share price 207.0p 180.0p 15.0
FTSE All-Share Index 21.1
Revenue earnings per ordinary share 6.23p 5.32p 1 7.1
Dividends paid and payable in respect of the year 6.20p 5.70p 8.8
Ongoing charges* 0.76% 0.71%
Discount* (8.7%) (10.5%)
Active share* 92% 89%
Net gearing* 9% 9%
One year
summary
Year to 30 April 2026 2026 2025 2025
Year’s high and low High Low High Low
Net asset value per share 234.6p 204.5p 219.2p 175.2p
Share price 211.0p 183.0p 196.5p 158.5p
Discount* (8.1%) (11.4%) (8.5%) (16.5%)
30 April 2026 30 April 2025
Net return per ordinary share
Revenue 6.23p 5.32p
Capital 22.89p 6.72p
Total
29.12p 12.04p
Year to 30 April 2026 2025
Total returns (%)*
Net asset value 15.6 7.1
Share price 18.2 13.6
FTSE All-Share Index 25.2 7. 5
For a definition of terms see Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
* Alternative performance measure – see Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 99.
Past performance is not a guide to future performance.
19
Baillie Gifford UK Growth Trust plc
Five year
summary
* Alternative performance measure – see Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
† The benchmark is the FTSE All-Share Index.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 99.
Past performance is not a guide to future performance.
The following charts indicate how an investment in
Baillie Gifford UK Growth Trust has performed relative
to its benchmark and its underlying net asset value
over the five year period to 30 April 2026.
Annual change in net asset value and share price
(30%)
(20%)
(10%)
0%
10%
20%
20262025202420232022
NAV total return* Share price total return*
Annual net asset value and share price total returns
*
(relative to the benchmark† total returns)
(40%)
(30%)
(20%)
(10%)
0%
10%
20262025202420232022
NAV total return*
relative to the benchmark
total return*
†
Share price total return*
relative to the benchmark
total return*
†
Five year total return
*
performance
(figures rebased to 100 at 30 April 2021)
50
75
100
125
150
175
Share price NAV Benchmark
†
April April
202620252024202320222021
(Discount)/premium
*
to net asset value
(figures plotted on a monthly basis)
(Discount)/premium*
April April
-20
-15
-10
-5
0
5
202620252024202320222021
Strategic report
Annual Report and Financial Statements 2026
20
Ten year
record
At
30 April
Total assets
£’000
Borrowings
£’000
Shareholders’
funds
£’000
Net asset
value per share
p
Share price
p
(Discount)/
premium *
%
2016 274,880 – 274,880 171.4 152.9 (10.8)
2017 304,372 – 304,372 195.6 168.5 (13.9)
2018 324,252 12,000 312,252 207.5 187.5 (9.6)
2019 305,735 – 305,735 203.1 192.0 (5.5)
2020 263,659 – 263,659 175.2 161.5 (7.8)
2021 365,503 2,450 363,053 237.3 244.0 2.8
2022 309,383 6,450 302,933 197.4 174.2 (11.8)
2023 308,872 14,450 294,422 195.6 168.0 (14.1)
2024 299,503 16,350 283,153 193.0 163.5 (15.3)
2025 284,437 24,350 260,087 201.2 180.0 (10.5)
2026 269,935 24,350 245,585 226.7 207.0 (8.7)
Capital
Year to
30 April
Gross
revenue
£’000
Available
for ordinary
shareholders
£’000
Revenue
earnings per
ordinary share
p
Dividends
paid and
proposed per
ordinary share
p
Ongoing
charges
ratio *
%
2016 9,839 9,262 5.77 5.20 0.32
2017 10,069 9,248 5.83 5.40 0.62
2018 10,980 10,099 6.58 6.00 0.63
2019 8,658 7,710 5.12 4.45 0.51
†
2020 6,562 5,644 3.75 3.10 0.66
2021 5,297 4,351 2.88 2.42 0.65
2022 7, 78 7 6,737 4.39 3.91 0.63
2023 7,260 6,145 4.05 3.60 0.70
2024 9,787 8,484 5.68 5.60 0.70
2025 8,893 7,468 5.32 5.70 0.71
2026 8,885 7,433 6.23 6.20 0.76
Net
gearing *
%
Gross
gearing *
%
(2) –
(1) –
3 4
(1) –
(1) –
– 1
2 2
3 5
5 6
9 9
9 10
Revenue Gearing ratios
Source: Baillie Gifford/LSEG. See disclaimer on page 99.
See Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
* Alternative performance measure – see Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
†
Baillie Gifford & Co Limited was appointed Manager in 2018 and agreed to waive the management fee for the year ended 30 April 2019 to the extent
of £732,000. Without the management fee waiver, the ongoing charges for the year to 30 April 2019 would have been 0.76%.
21
Baillie Gifford UK Growth Trust plc
At
30 April
Net asset
value per
share
Net asset
value total
return *
Share
price
Share price
totalreturn * Benchmark
†
Benchmark
†
totalreturn *
Revenue
earnings per
ordinary
share
Dividends
paid and
proposed per
ordinary share
2016
100 100 100 100 100 100
100 100
2017
114 117 110 114 116 120
101 104
2018
121 128 123 131 121 130
114 115
2019
119 128 126 137 119 133
89 86
2020
102 113 106 117 95 111
65 60
2021
138 155 160 180 116 140
50 47
2022
115 130 114 130 122 152
76 75
2023
114 132 110 128 125 161
70 69
2024
113 132 107 128 129 173
98 108
2025
117 142 118 145 134 186
92 110
2026 132 164 135 172 163 233 108 119
Compound annual returns
5 year
(0.9%) 1.1%
(3.2%) (1.0%) 6.9% 10.8% 16.7% 20.7%
10 year
2.8% 5.1% 3.1% 5.6% 5.0% 8.8% 0.8% 1.8%
Cumulative Performance (taking 2016 as 100)
Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 99.
* Alternative performance measure – see Glossary of terms and Alternative Performance Measures on pages 100 to 102.
†
FTSE All-Share Index.
Past performance is not a guide to future performance.
Ten year total return
*
performance
100
150
20
0
250
NAV total return* Share price total return* Benchmark
†
total return*
20262025202420232022202120202019201820172016
Strategic report
Annual Report and Financial Statements 2026
22
The managers’ core
investment principles
Investment philosophy
The following are the three core principles
underpinning our investment philosophy. We have
aconsistent, differentiated long-term investment
approach to managing UK equities that should
standinvestors in the Company in good stead:
Growth
We search for the few companies which have
thepotential to grow substantially and profitably
overmany years. Whilst we have no insight into the
short-term direction of a company’s share price, we
believe that, over the longer term, those companies
which deliver above average growth in cash flows
willbe rewarded with above average share price
performance and that the power of compounding is
often under-appreciated by investors. Successful
investments will benefit from a rising share price
andalso from income accumulated over long
periodsof time.
Patience
Great growth companies are not built in a day.
Wefirmly believe that investors need to be patient
tofully benefit from the scale of the potential.
Ourinvestment time horizon, therefore, spans
decades rather than quarters and our portfolio
turnover is significantly below the UK industry
average. This patient, long-term approach affords
agreater chance for the superior growth and
competitive traits of companies to emerge as the
dominant influence on their share prices and allows
compounding to work in the investors’ favour.
Active investment management
It is our observation that too much attention
ispaidto the composition of market indices
andactive managers should make meaningful
investments in their best ideas regardless of the
weightings of the index. As a result, shareholders
should expect the composition of the portfolio to
besignificantly different from the benchmark and
hence the outcome in returns (in both good and
badperiods) will also be significantly different from
the benchmark. This differentiation is a necessary
condition for delivering superior returns over a
long-term time horizon.
Portfolio construction flows from the investment
beliefs stated above.
23
Baillie Gifford UK Growth Trust plc
Baillie Gifford’s
stewardship principles
Baillie Gifford’s overarching ethos is that we are
‘Actual’ investors. That means we seek to invest
for the long term. Our role as an engaged owner is
core toour mission to be effective stewards for our
clients. As an active manager, we invest in companies
at different stages of their evolution across many
industries and geographies, and focus on their unique
circumstances and opportunities. Our approach
favours a small number of simple principles rather
than overly prescriptive policies. This helps shape our
interactions with holdings and ensures our investment
teams have the freedom and retain the responsibility
to act in clients’ best interests.
Long-term value creation
We believe that companies that are run for the
long term are more likely to be better investments
over our clients’ time horizons. We encourage our
holdings to be ambitious, focusing on long-term
value creation and capital deployment for growth.
We know events will not always run according to
plan. In these instances we expect management
to act deliberately and to provide appropriate
transparency. We think helping management to
resist short-term demands from shareholders often
protects returns. We regard it as our responsibility to
encourage holdings away from destructive financial
engineering towards activities that create genuine
value over the long run. Our value will often be in
supporting management when others don’t.
Alignment in vision and practice
Alignment is at the heart of our stewardship
approach. We seek the fair and equitable treatment
of all shareholders alongside the interests of
management. While assessing alignment with
management often comes down to intangible factors
and an understanding built over time, we look for
clear evidence of alignment in everything from
capital allocation decisions in moments of stress
to the details of executive remuneration plans and
committed share ownership. We expect companies
to deepen alignment with us, rather than weaken it,
where the opportunity presents itself.
Governance fit for purpose
Corporate governance is a combination of structures
and behaviours; a careful balance between systems,
processes and people. Good governance is the
essential foundation for long-term company
success. We firmly believe that there is no single
governance model that delivers the best long-term
outcomes. We therefore strive to push back against
one-dimensional global governance principles in
favour of a deep understanding of each company
we invest in. We look, very simply, for structures,
people and processes which we think can maximise
the likelihood of long-term success. We expect to
trust the boards and management teams of the
companies we select, but demand accountability
ifthat trust is broken.
Sustainable business practices
A company’s ability to grow and generate value for
our clients relies on a network of interdependencies
between the company and the economy, society and
environment in which it operates. We expect holdings
to consider how their actions impact and rely on these
relationships. We believe long-term success depends
on maintaining a social licence to operate and look
for holdings to work within the spirit and not just the
letter of the laws and regulations that govern them.
Material factors should be addressed at the board
level as appropriate.
Strategic report
Annual Report and Financial Statements 2026
24
Baillie Gifford
proxy voting
We believe that ‘active ownership’ of our clients’
holdings is as important as selecting the right
investments in the first instance. These guidelines
are aligned with our stewardship principles and
describe our approach to proxy voting and company
engagement, the key levers of active ownership,
often described as ‘stewardship’.
While these guidelines are intended to provide an
insight into how we approach voting on our clients’
behalf, it is important to note that we assess every
company individually. In voting, we will always
evaluate proposals on a case-by-case basis, based
on what we believe to be in the best long-term
interests of our clients, rather than rigidly applying
apolicy.
A broad cross section of our investment staff are
involved in our ongoing work on stewardship. In the
same way that our investment approach is based
around empowered and independent teams, our
voting and engagement is led by the individual
investment teams. In keeping with our decentralised
and autonomous culture, our investment teams will,
on occasion, elect to vote differently on the same
general meeting resolutions. Where this happens,
we report accordingly in the proxy voting disclosure
on our website. We also have clear processes in
place to identify, prevent and manage potential
proxy voting related conflicts of interest to ensure
that in all cases the firm acts in the clients’ best
interest. Baillie Gifford’s firm-wide conflict of interest
disclosure is available on our website.
Prior to taking any voting action, we usually address
specific ESG concerns by engaging directly with the
company, using voting as an escalation mechanism
ifwe have not seen sufficient progress. Voting
activity and the reasons for any resolutions voted
against in the period is disclosed on the Company
website and can be viewed at bgukgrowthtrust.com.
Company meeting record
Voting distribution
Number of meetings voted
with management
23
Number of meetings with at least
one against, withhold or abstain
22
Meetings not voted –
Total meetings voted 45
Votes for 677
Votes against 26
Votes abstained 5
No vote –
25
Baillie Gifford UK Growth Trust plc
Environmental, social and
governance engagement
By engaging with companies, we seek to build constructive relationships with them, to better informour
investment activities and, where necessary, effect change within our holdings, ultimately with the goal of
achieving better returns for our shareholders. The three following examples demonstrate our stewardship
approach through constructive, ongoing engagement.
Greggs plc
Objective
To receive an update on the board, management,
culture and strategy, particularly in the context of
slower like-for-like growth this year.
Discussion
Greggs is a British bakery chain that sells freshly
prepared food-on-the-go such as sandwiches,
sausage rolls and doughnuts. This was our second
annual meeting with the chair of the board. We were
keen to understand how the board and management
had responded to a slowdown in like-for-like growth
and whether this had any impact on the company’s
culture and strategy.
The chair recognised a tougher trading period and
referred to challenges for the entire takeaway market,
such as reduced consumer spending. However, the
chair and the board believe that the chief executive
officer (CEO) continues to do an exceptional job.
Recent examples of successes include differentiation
versus supermarkets, menu innovation, a major
systems upgrade and selective external management
team hires. The chair also remains very confident in
the Greggs brand and value proposition.
Greggs has a strong company culture, with
initiatives such as employee profit sharing. The
chair acknowledged that pressures such as reduced
availability of hours and overtime pose a challenge.
However, the chair pointed to initiatives such as
board site visits, listening to manager calls and
union engagement, and believes that the culture
remainsresilient.
The chair confirmed that the long-term strategy
remains intact. Investment in logistics and
manufacturing infrastructure, such as the new
facilities in Derby and Kettering, will support
long-term growth alongside opening new stores.
Despite recent trading volumes being lower than
expected, the chair is confident in the strength of the
business provided that discipline is maintained.
The chief financial officer (CFO) has served nearly 20
years. The chair emphasised that the CFO remains an
excellent partner to the CEO, but succession planning
is under consideration, with a promising internal
pipeline. We asked about the announcement that the
planned appointment of a new audit committee chair
was on hold pending a Deloitte review of an accounting
issue at WH Smith, where the proposed appointee
had served as CFO until November 2024. The chair
acknowledged that this was a difficult situation and
awaited the outcome of the review. After this meeting,
it was announced that the proposed appointee had
withdrawn from the process and Greggs was seeking a
new appointee, with the current audit committee chair
remaining in post in the meantime.
Outcome
This engagement strengthened our confidence in
the resilience of the leadership team, culture and
investment in long-term strategy in the face of
shorter-term pressures. We will continue to explore
these areas during forthcoming engagements
with the leadership team and will monitor board
developments.
Strategic report
Annual Report and Financial Statements 2026
26
Oxford Nanopore Technologies plc
Objective
To understand the reasons behind significant
shareholder dissent on the re-election of the
chair at this year’s annual general meeting (AGM).
Following the announcement that the chief executive
officer (CEO) will step down, we also queried early
succession planning efforts.
Discussion
We met with company representatives on three
occasions following this year’s AGM. Our initial
call was with the firm’s chair, who has held the role
since 2022, and investor relations (IR). The meeting
addressed the board’s reaction and response to
34per cent of shareholders voting against the
chair’s re-election. The chair noted that the board
had been surprised by levels of dissent on the
resolution given that relevant shareholders hadn’t
communicated concerns prior to the meeting or
launched a public campaign. In the absence of a
public campaign against the chair, we asked about
subsequent interactions between the board and
shareholders that had taken voting action. The chair
confirmed that early discussions suggested dissent
was primarily attributable to concerns over the
firm’s commercial strategy and the executive team’s
suitability for the next phase of growth.
Following the announcement that the CEO will step
down before the end of 2026, we had a brief call
with IR and an in-person meeting with management.
On the latter call, the CEO confirmed that the
board is open to external candidates and that a
sub-committee of independent directors will lead
the search for a successor. They added that the
ideal candidate would have a strong commercial
track record in applied and clinical markets. We also
queried management’s relationship with the firm’s
largest shareholder, noting that Ellison Institute of
Technology’s (EIT) shareholding had continued to rise
since the AGM. Management acknowledged the scale
of EIT’s ambition within the Oxford area but added
that recent changes, including the departure of EIT’s
President, had introduced uncertainty about the
future direction of EIT.
Outcomes
We were encouraged to learn that the board had
proactively engaged with major shareholders
following dissent on the chair’s re-election at this
year’s AGM. Given the importance of the CEO
succession process and outstanding questions
relating to the largest shareholder, we intend
to continue engaging on related developments.
Asa next step, we plan to organise a call with an
independent board member.
27
Baillie Gifford UK Growth Trust plc
St. James’s Place plc
Objective
We met the board chair to receive an update on
developments in the last twelve months including
the ongoing review of historic service charges,
the new fee structure and changes at board and
management level.
Discussion
The historic charges review is progressing without
unexpected developments and the board chair is
confident that the company has a robust process
to evidence whether services were delivered.
A Financial Conduct Authority statement from
February 2025 reduced uncertainty on the scope by
setting expectations that reviews should go back to
2018, which was helpful.
We discussed the internal implications of changes
such as the reduced fee structure, particularly on
partner morale. The board chair acknowledged
partners as the most challenging stakeholder
group in this transition, and the board is actively
considering how to address this. The board chair
reported cautiously positive sentiment, referring
to a recent partnership event where the tone was
supportive of improved performance and the chief
executive officer (CEO).
The board chair expressed strong confidence in
the CEO, crediting the CEO with making tough
decisions swiftly, building a new management team
and driving improved investment performance and
the US agenda. The board chair also recognised
a potential shift in leadership demands as the
company moves from a ‘fix-it’ phase to a growth
agenda, with priorities including technology systems
and culture, and believes the CEO has the skills for
this nextphase.
On leadership renewal, the board chair highlighted,
and supported, a substantial number of external hires
over the past two years as a deliberate break from a
previously entrenched culture. The board has also
been refreshed with additional executive expertise to
match the company’s scale and ambitions.
Outcome
The meeting affirmed our confidence in how the
company has handled this transition phase. Wewill
continue to monitor and engage on execution,
particularly partner morale and how the new board
and management teams bed in.
Strategic report
Annual Report and Financial Statements 2026
28
Business
review
Business model
Business and status
Baillie Gifford UK Growth Trust plc (‘the Company’)
is a public company limited by shares and is
incorporated in England. The Company is an
investment company within the meaning of section
833 of the Companies Act 2006 and carries on
business as an investment trust. Investment trusts
are UK public listed companies and their shares are
traded on the London Stock Exchange. They invest
in a portfolio of assets in order to spread risk. The
Company has a fixed share capital, although, subject
to shareholder approval sought annually, itmay
purchase its own shares or issue shares. Theprice
of the Company’s shares is determined, like other
listed shares, by supply and demand. TheCompany
has been approved as an investment trust by
HMRevenue & Customs subject to the Company
continuing to meet the eligibility conditions. The
Directors are of the opinion that the Company has
continued to conduct its affairs so as to enable
it to comply with the ongoing requirements of
section 1158 of the Corporation Tax Act 2010 and
the Investment Trust (Approved Company) (Tax)
Regulations 2011.
The Company is an Alternative Investment Fund
(AIF) for the purposes of the UK Alternative
Investment Fund Managers Regulations.
Investment objective
The principal investment objective of the Company
is to achieve capital growth predominantly from
investment in UK equities, with the aim of providing
a total return in excess of the FTSE All-Share Index.
Investment policy
The Company invests in a portfolio of between 35
and 65 companies selected for their potential to
provide, in aggregate, attractive returns relative to
the total return of the FTSE All-Share Index.
The portfolio is invested primarily in listed equities
but may also invest in unlisted investments,
including private companies, convertible securities,
and equity-related derivatives.
On acquisition of any unlisted investment,
the Company’s aggregate holding in unlisted
investments shall not exceed 10% of the total asset
value of the Company.
The Company may also use derivatives for efficient
portfolio management purposes.
The majority of investments are constituents of the
FTSE 350 Index although constituents of other UK
FTSE indices may be held.
The Company is also permitted to make investments
outside of the UK where these investments have a
meaningful connection with the UK.
The size of individual stock holdings depends on
the Managers’ degree of conviction, not the stock’s
weight in any index.
The Company may not invest more than 15% of its
total assets in any one single company measured at
the time of investment.
The maximum permitted investment in other listed
investment companies (including investment trusts)
is 10% of total assets at the time of purchase unless
such companies have a stated investment policy not
to invest more than 15% of their total assets in other
listed investment companies, in which case the limit
is 15%.
The level of gearing within the portfolio is agreed by
the Board and the absolute amount of any gearing
should not exceed 20% of the net asset value of the
Company at the time of drawdown.
The Company can also hold up to 20% of total
assets in cash or cash equivalents.
29
Baillie Gifford UK Growth Trust plc
Share price (discount)/premium
*
As stock markets and share prices
vary, an investment trust’s share price
is rarely the same as its net asset value
(NAV). When the share price is lower
than the NAV per share it is said to be
trading at a discount. If the share price
is higher than the NAV per share, this
situation is called a premium.
(15)
(10)
(5)
0
Average (discount)/premium* of
NAV to share price
over stated period to
30 April 2026
1 year 5 years10 years
%
●
Ongoing charges
*#
Ongoing charges are the total
recurring expenses (excluding
the Company’s cost of dealing in
investments and borrowing costs)
incurred by the Company as a
percentage of the daily average
netasset value.
0.0
0.2
0.4
0.6
0.8
● Ongoing charges*
2016 2026
%
At each Board meeting, the
Directors consider a number
ofperformance measures to
assess the Company’s success
inachieving its objectives.
TheBoard uses key performance
indicators (KPIs) to measure
the progress and performance
of the Company over time when
discharging its duties. These KPIs
are established industry measures.
Share price, net asset value
and comparative index
†
total
returns
*
The total return is the return to
shareholders after reinvesting the
net dividend on the date that the
share price goes ex-dividend.
-10
20
50
80
110
140
● Net asset value total return*
1 year 5 years 10 years
● Share price total return*
● Comparative index total return*
†
%
Key performance indicators
The Board also has regard to the management fee and to peer group comparative performance. Across these
measures, the Board looks for relative outperformance over the long term, while remaining mindful that the
nature of the investment policy and the growth characteristics of the portfolio investments may entail periods
of underperformance over the short and medium term.
Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 99.
* Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 100 to 102.
† The benchmark is the FTSE All-Share Index.
# Baillie Gifford & Co Limited was appointed Manager in 2018 and agreed to waive the management fee for the year ended 30 April 2019 to the extent of
£732,000. Without the management fee waiver, the ongoing charges for the year to 30 April 2019 would have been 0.76%.
Past performance is not a guide to future performance.
Strategic report
Annual Report and Financial Statements 2026
30
Borrowings
The Company has a £30 million unsecured revolving
credit loan facility with BNY Limited. At 30 April
2026, £24,350,000 had been drawn down (2025
– £24,350,000). Further details of the Company’s
borrowings are set out in note 11 on page81.
Principal and emerging risks
As explained on pages 51 and 52 there is an ongoing
process for identifying, evaluating and managing
the risks faced by the Company on a regular basis.
The Directors have carried out a robust assessment
of the principal and emerging risks facing the
Company, including those that would threaten its
business model, future performance, regulatory
compliance, solvency or liquidity. Adescription
of these risks and how they are being managed
or mitigated is set out below. There have been no
significant changes to the nature of the principal
risks during the year. An upwards arrow, dash or
downwards arrow has been included to show if the
risk level has increased, not changed or decreased
since it was reported in last year’s Annual Report
and Financial Statements.
The Board considers heightened macroeconomic
and geopolitical concerns to be factors which
exacerbate existing areas of risk as categorised and
further explained below.
Financial
risk
What is the risk?
The Company’s assets consist
predominately of listed
securities and its principal and
emerging risks are therefore
market related and include
market risk (comprising currency
risk, interest rate risk and other
price risk), liquidity risk and
credit risk. An explanation of
those risks and how they are
managed is contained in note 18
on pages 83 to 87.
How is it managed?
The Board has, in particular,
considered the impact of
heightened market volatility due
to macroeconomic factors such
as higher inflation and interest
rates and geopolitical concerns.
To monitor and, where possible,
mitigate these risks the Board
considers at each meeting
various portfolio metrics including
individual stock performance, the
composition and diversification of
the portfolio by sector, purchases
and sales of investments and
the top and bottom contributors
to performance. The Managers
provide rationale for stock
selection decisions. A strategy
meeting is held annually.
Rating and
change
Current assessment of risk
Risk level: High
This risk is unchanged and
remains high due tohigh
levels of market volatility
as a result of heightened
geopolitical concerns and the
threat to trade from increased
protectionism.
Investment
strategy risk
What is the risk?
Pursuing an investment strategy
to fulfil the Company’s objective
which the market perceives to be
unattractive or inappropriate, or
the ineffective implementation of
an attractive or appropriate
strategy, may lead to reduced
returns for shareholders and, as
a result, a decreased demand for
the Company’s shares. This may
lead to the Company’s shares
trading at a widening discount
totheir net asset value.
How is it managed?
To mitigate this risk, the Board
regularly reviews and monitors:
the Company’s objective and
investment policy and strategy;
the investment portfolio and
its performance; the level of
discount/premium to net asset
value at which the shares trade;
and movements in the share
register and raise any matters of
concern with the Managers.
Rating and
change
Current assessment of risk
Risk level: High
This risk remains high as
the market’s appetite for
growth stocks, typically held
by the Company, declined
during the recent period of
heightened macroeconomic
and geopolitical concern.
For more discussion of
the Board’s assessment of
investment strategy risk,
please see the Chairman’s
statement on pages 5 to 7.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
31
Baillie Gifford UK Growth Trust plc
Discount risk
What is the risk?
The discount/premium at
which the Company’s shares
trade relative to its net asset
value can change. The risk of a
widening discount is that it may
undermine investor confidence
in the Company.
How is it managed?
To manage this risk, the
Boardmonitors the level of
discount/premium at which the
shares trade and the Company has
authority to buy back its existing
shares when deemed by the Board
to be in the best interests of the
Company and its shareholders.
Shareholders also benefit from
additional protections through the
2027 continuation vote and the
performance conditional tender
offer in 2029.
Rating and
change
Current assessment of risk
Risk level: High
The Company’s shares
continued to trade at a
discount. In the year to 30April
2026, the Companybought
back 20,949,202shares.
The Board use buybacks
to endeavour to maintain a
single digit discount, in normal
marketconditions.
Climate and
governance
risk
What is the risk?
Perceived problems on
Environmental, Social and
Governance (‘ESG’) matters
in an investee company could
lead to that company’s shares
being less attractive to investors,
adversely affecting its share
price, in addition to potential
valuation issues arising from any
direct impact of the failure to
address the ESG weakness on
the operations or management
of the investee company (for
example in the event of an
industrial accident or spillage).
Repeated failure by the
Investment Manager to identify
ESG weaknesses in investee
companies could lead to the
Company’s own shares being less
attractive to investors, adversely
affecting its own share price.
How is it managed?
This is mitigated by the Investment
Managers’ thorough ESG
stewardship and engagement
policies, which are available to
view on the Managers’ website:
bailliegifford.com and have been
reviewed and endorsed by the
Company, and are fully integrated
into the investment process as
well as the extensive upfront and
ongoing due diligence which the
Investment Managers undertake on
each investee company. This due
diligence includes assessment of
the risks inherent in climate change
(see page 54). The Directors have
considered the impact of climate
change on the Financial Statements
of the Company and this is
included in note 1 to the Financial
Statements on page 75.
Rating and
change
Current assessment of risk
Risk level: Moderate
The Investment Manager
continued to employ strong
ESG stewardship and
engagement policies.
Regulatory
risk
What is the risk?
Failure to comply with
applicable legal and regulatory
requirements such as the tax
rules for investment companies,
the FCA UK Listing Rules
and the Companies Act could
lead to suspension of the
Company’s Stock Exchange
listing, financial penalties, a
qualified audit report or the
Company being subject to tax
on capitalgains. Changes to the
regulatory environment could
negatively impact the Company.
How is it managed?
To mitigate this risk, Baillie Gifford’s
Business Risk, Internal Audit
and Compliance Departments
provide regular reports to the Audit
Committee on Baillie Gifford’s
monitoring programmes. Major
regulatory change could impose
disproportionate compliance
burdens on the Company. In such
circumstances representation is
made to ensure that the special
circumstances of investment
trusts are recognised. Shareholder
documents and announcements,
including the Company’s published
Interim and Annual Report and
Financial Statements, are subject
to stringent review processes, and
procedures are in place to ensure
adherence to the Transparency
Directive and the Market Abuse
Directive with reference to inside
information.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures were
working effectively and there
were no material regulatory
changes that have impacted
the Company during the year.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2026
32
Custody and
depositary
risk
What is the risk?
Safe custody of the Company’s
assets may be compromised
through control failures by the
Depositary, including breaches
of cyber security.
How is it managed?
To mitigate this risk, the Audit
Committee receives six monthly
reports from the Depositary
confirming safe custody of the
Company’s assets held by the
Custodian. Cash and portfolio
holdings are independently
reconciled to the Custodian’s
records by the Managers.
TheCustodian’s assured internal
controls reports are reviewed
byBaillie Gifford’s Business Risk
Department and a summary of the
key points is reported to the Audit
Committee and any concerns
investigated. In addition, the
existence of assets is subject to
annual external audit.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures were
working effectively.
Operational
risk
What is the risk?
Failure of Baillie Gifford’s
systems or those of other
third party service providers
could lead to an inability to
provide accurate reporting
and monitoring or a
misappropriation of assets.
How is it managed?
To mitigate this risk, Baillie Gifford
has a comprehensive business
continuity plan which facilitates
continued operation of the business
in the event of a service disruption
or major disaster. The Audit
Committee reviews Baillie Gifford’s
Report on Internal Controls and
the reports by other key third party
providers are reviewed by Baillie
Gifford on behalf of the Board and
a summary of the key points is
reported to the Audit Committee
and any concerns investigated.
The other key third party service
providers have not experienced
significant operational difficulties
affecting their respective services
to the Company.
Rating and
change
Current assessment of risk
Risk level: Low
All control procedures were
working effectively.
Leverage
risk
What is the risk?
The Company may borrow
money for investment purposes
(sometimes known as ‘gearing’
or ‘leverage’). If the investments
fall in value, any borrowings
will magnify the impact of this
loss. If borrowing facilities are
not renewed, or loan covenants
are breached, the Company
may have to sell investments to
repay borrowings.
How is it managed?
To mitigate this risk, all
borrowing facilities require the
prior approval of the Board and
leverage levels are discussed
by the Board and Managers at
every meeting. Covenant levels
are monitored regularly. The
Company’s investments are
predominately inlisted securities,
at present, thatare readily
realisable. Furtherinformation on
leverage can be found on page
99 and in the Glossary of terms
and Alternative Performance
Measures on pages 100 to 102.
Rating and
change
Current assessment of risk
Risk level: Low
The willingness of lenders to
initiate and maintain lending
facilities has improved.
Current borrowings are well
below levels where loan
covenants may be breached.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
33
Baillie Gifford UK Growth Trust plc
Political
risk
What is the risk?
Political change in areas in
which the Company invests or
may invest may have practical
consequences for the Company.
How is it managed?
Political developments are
monitored and considered
by the Board. The Board
continues to assess the potential
consequences for the Company’s
future activities including those
that may arise from growing
protectionism. The Board also
remains watchful of broader
geopolitical tensions.
Rating and
change
Current assessment of risk
Risk level: High
This risk remains high as
governments and consumers
around the world continue
to assess the impact of
heightened geopolitical
tensions.
Cyber
security
risk
What is the risk?
A cyber attack on Baillie Gifford’s
network or that of a third party
service provider could impact
the confidentiality, integrity or
availability of data and systems.
How is it managed?
To mitigate this risk, the Audit
Committee reviews Reports
on Internal Controls published
by Baillie Gifford and other
third party service providers.
Baillie Gifford’s Business Risk
Department report to the Audit
Committee on the effectiveness
of information security controls
in place at Baillie Gifford and its
business continuity framework.
Cyber security due diligence
is performed by Baillie Gifford
on third party service providers
which includes a review of crisis
management and business
continuity frameworks.
Rating and
change
Current assessment of risk
Risk level: Moderate
This risk remains moderate
as the continuation of
geopolitical tensions could
lead to cyber attacks.
Emerging technologies,
including AI, could potentially
increase information security
risks. In addition, service
providers operate a hybrid
approach of remote and
office working, thereby
increasing the potential of
acyber security threat.
Emerging
risks
As explained on pages 51 and 52, the Board has an ongoing process for identifying, evaluating and
monitoring principal and emerging risks, including risks which are not an immediate threat but could affect
the Company over the longer term. The Board considers that the key emerging risks currently arise from the
interconnectedness of global economies and financial markets, including geopolitical tensions, protectionism
and trade disruption, cyber security threats, including those arising from developments in AI and quantum
computing, public health threats, and the possibility that high levels of government borrowing contribute to
elevated interest rates or increased market volatility.
The Board cannot prevent many of these external events, but seeks to reduce their potential adverse impact
on the Company through its oversight of the portfolio, borrowings, liquidity and key service providers.
At each Board meeting, the Board reviews economic and geopolitical developments with the Investment
Managers, including their potential impact on the Company’s portfolio, gearing, liquidity and shareholder
demand. The Board also challenges the Investment Managers on portfolio positioning and the resilience of
investeecompanies.
The Audit Committee receives regular reporting on Baillie Gifford and other key service providers, including
cyber security, business continuity and disaster recovery arrangements. Baillie Gifford’s risk functions monitor
relevant emerging risks and maintain arrangements for responding to periods of heightened market volatility
or operational disruption, including periodic scenario testing and crisis response exercises. Any material
issues identified are reported to the Board.
Decreasing RiskIncreasing Risk Stable Risk
Moderate RiskHigh Risk Low Risk
Strategic report
Annual Report and Financial Statements 2026
34
Viability statement
Notwithstanding that the continuation of the
Company is subject to approval by shareholders
every five years, with an additional continuation
vote to be held in 2027 and the next regular vote
in 2029, the Directors have, in accordance with
provision 31 of the UK Corporate Governance Code,
assessed the prospects of the Company over a five
year period. The Directors continue to believe this
period to be appropriate as it reflects the Company’s
longer term investment strategy and to be a period
during which, in the absence of any adverse change
to the regulatory environment and to the tax
treatment afforded to UK investment trusts, they
do not expect there to be any significant change to
the current principal risks facing the Company nor
to the effectiveness of the controls employed to
mitigate those risks. Furthermore, the Directors do
not reasonably envisage any change in strategy or
any events which would prevent the Company from
operating over a period of five years.
In considering the viability of the Company, the
Directors have conducted a robust assessment
of each of the principal and emerging risks and
uncertainties, including climate change, detailed
on pages 30 to 33 and in particular the impact of
market risk where a significant fall in UK equity
markets would adversely impact the value of the
investment portfolio. The vast majority of the
Company’s investments are listed and readily
realisable and can be sold to meet its liabilities as
they fall due. The Directors have also considered
the Company’s leverage and liquidity in the context
of the unsecured revolving credit loan facility
of £30 million, which had £24,350,000 drawn
down at 30 April 2026 and £24,350,000 drawn
down as at 23 June 2026. Specific leverage and
liquidity stress testing was conducted during the
year, including consideration of the risk of further
market deterioration resulting from heightened
macroeconomic and geopolitical concerns. The
stress testing did not indicate any matters of
concern. In addition, all of the key operations
required by the Company are outsourced to
third party service providers and it is reasonably
considered that alternative providers could be
engaged at relatively short notice where necessary.
Based on the Company’s processes for monitoring
revenue projections and operating costs, share
price discount/premium, the Managers’ compliance
with the investment objective, asset allocation,
the portfolio risk profile, leverage, counterparty
exposure, liquidity risk, financial controls and the
Managers’ operational resilience, the Directors have
concluded that there is a reasonable expectation
that the Company will be able to continue in
operation and meet its liabilities as they fall due
over the next five years subject to passing the
continuation votes at the Annual General Meetings
in 2027 and 2029.
Section 172 statement
Under section 172 of the Companies Act 2006, the
directors of a company must act in the way they
consider, in good faith, would be most likely to
promote the success of the company for the benefit
of its members as a whole, and in doing so have
regard (amongst other matters and to the extent
applicable) to:
a. the likely consequences of any decision
inthelong-term;
b. the interests of the company’s employees;
c. the need to foster the company’s business
relationships with suppliers, customers and others;
d. the impact of the company’s operations
onthecommunity and the environment;
e. the desirability of the company maintaining
areputation for high standards of business
conduct; and
f. the need to act fairly as between members
ofthecompany.
In this context and having regard to the Company
being an externally-managed investment company
with no employees, the Board considers that the
Company’s key stakeholders are its existing and
potential new shareholders, its externally-appointed
managers (Baillie Gifford) and other professional
service providers (corporate broker, registrar, auditor
and depositary), lenders, wider society and the
environment.
The Board considers that the interests of the
Company’s key stakeholders are aligned, in terms
of wishing to see the Company deliver sustainable
long-term growth, in line with the Company’s
stated objective and strategy, and meet the highest
standards of legal, regulatory, and commercial
conduct, with the differences between stakeholders
being merely a matter of emphasis on those elements.
35
Baillie Gifford UK Growth Trust plc
The Board’s methods for assessing the Company’s progress in the context of its stakeholders’ interests are
set out below.
Stakeholder Why we engage How we engage and what we do
Shareholders Shareholders are, collectively, the
Company’s owners: providing them with a
return for their investment in accordance
with the Company’s investment policy and
objective is the reason for its existence.
Great importance is placed by the Board on communication
withshareholders and the Annual General Meeting provides
thekey forum for the Board and Managers to present to
shareholders on the performance of the Company and on the
future plans/prospects for the Company (see Notice of Meeting
on page 89). It also allows shareholders the opportunity to
meet with the Board and Managers and to raise questions and
concerns. The Chairman is available to meet shareholders
independently of the Managers, and the Managers meet regularly
with shareholders and their respective representatives, reporting
back on views to the Board. Shareholders may also communicate
with the Board at any time by writing to them at the Company’s
registered office, writing to the Company’s broker or emailing the
Managers at enquiries@bailliegifford.com. These communication
opportunities help inform the Board when considering how best
to promote the success of the Company for the benefit of all
shareholders over the long term.
Baillie Gifford –
Managers and
Secretaries
The Company’s Board has delegated
themanagement of the Company’s
portfolio and the administration of
theCompany’s operations including
fulfilment of regulatory and taxation
reporting requirements to Baillie Gifford.
Baillie Gifford is therefore responsible
for the substantial activities of the
Company and have the most immediate
influence on its conduct towards the other
stakeholders, subject to the oversight and
strategic direction provided by the Board.
The Board seeks to engage with its Managers and Secretaries,
and other service providers, in a collaborative and collegiate
manner, encouraging open and constructive discussion and
debate, while also ensuring that appropriate and regular
challenge is brought and evaluation conducted. This approach
aims to enhance service levels and strengthen relationships with
the Company’s providers, with a view to ensuring the interests
of the Company’s shareholders are best served by keeping cost
levels proportionate and competitive, and by maintaining the
highest standards of business conduct.
Portfolio
companies
As all of the Company’s operations are
conducted by third party professional
providers, it is the companies held in
its investment portfolio which have the
primary real-world impact in terms of
socialand environmental change, both
positively and negatively, as well as
generating, through their commercial
success, the investment growth sought
bythe Company’s shareholders.
Theinvestee companies have an interest
in understanding their shareholders’
investment rationale in order to assure
themselves that long-term business
strategies will be supported.
The Board is cognisant of the need to consider the impact of
the Company’s investment strategy and policy on wider society
and the environment. The Board considers that its oversight
of environmental, social and governance (‘ESG’) matters is an
important part of its responsibility to all stakeholders. The Board’s
review of the Investment Manager includes an assessment of their
ESG approach and its application in making investment decisions.
The Board reviews Governance Engagement reports, which
document the Investment Manager’s interactions with investee
companies on ESG matters (see pages 25 to 27). The portfolio
managers regularly report to the Board on discussions with
portfolio companies on operational and strategic matters.
Registrar The Company’s registrars provide an
interface with those shareholders who
holdthe Company’s shares directly.
The Company Secretary liaises with the registrars to ensure the
frequency and accuracy of communications to shareholders is
appropriate, and monitor shareholder correspondence to ensure
that the level of service provided by the registrar is acceptable.
The Investment Manager’s risk function reviews the registrar’s
internal controls report and reports on the outcome of this review
to the Board.
Strategic report
Annual Report and Financial Statements 2026
36
Stakeholder Why we engage How we engage and what we do
Auditor The Company’s Auditor has a responsibility
to provide an opinion on whether the
Company’s Financial Statements as a
whole are free from material misstatement,
as set out in more detail in the Auditor’s
report to the members on pages 63 to 70.
The Company’s Auditor meets with the Audit Committee, in the
absence of the Managers where deemed necessary, and the
Managers undertake to provide all information requested by the
Auditor in connection with the Company’s annual audit promptly
and to ensure that it is complete and accurate in all respects.
Brokers The Company’s brokers provide an
interface between the Company’s Board
and its institutional shareholders.
The Company’s brokers regularly attend Board meetings, and
provide reports to those meetings, in order to keep the Board
apprised of shareholder and wider market sentiment regarding
the Company. They also arrange opportunities for shareholders to
meet the Chairman outside the normal general meeting cycle.
Depositary
and Custodian
The depositary is responsible for the
safekeeping of the Company’s financial
instruments, as set out in more detail on
page 52.
The Depositary provides the Audit Committee with a report on
its monitoring activities. The Investment Manager’s Business
Risk team reviews the relevant Bank of New York Mellon
internal controls report and reports any relevant matters to the
Audit Committee. The Board exercises robust oversight of the
Depositary and Custodian. This approach aims to enhance service
levels and strengthen relationships, with a view to ensuring
the interests of the Company’s shareholders are best served
by keeping cost levels proportionate and competitive, and by
maintaining the highest standards of business conduct.
AIC/industry
peers
The Association of Investment Companies
(‘AIC’) and the Company’s investment
trust industry peers have an interest in
the Company’s conduct and performance,
as adverse market sentiment towards
one investment trust can affect attitudes
towards the wider industry.
The Company is a member of the AIC, and the Directors
and/or the Investment Manager and Secretaries (as appropriate)
participate in technical reviews, requests for feedback on
proposed legislation or regulatory developments, corporate
governance discussions and/or training.
Investment
platforms
Investment platforms provide an interface
with shareholders who invest in the
Company indirectly.
The Investment Manager liaises with the various investment
platforms on strategies for improving communications with the
Company’s shareholders who hold their shares via these platforms.
An annual timetable of key dates is published on the Company’s
website, for the ease of reference of such shareholders. Further
details on how to vote via an investment platform can be found on
pages 95 and 96.
Lenders Lenders such as holders of debt
instruments (debentures and private
placement loan notes) and banks providing
fixed or revolving credit facilities provide
the Company’s gearing and have an
interest in the Company’s ongoing
financial health and viability.
The Company’s legal advisers review all legal agreements in
connection with the Company’s debt arrangements and advise the
Board on the appropriateness of the terms and covenants therein.
The Managers and Secretaries ensure that the frequency and
accuracy of reporting on, for example, covenant certification, is
appropriate and that correspondence from the lenders receives a
prompt response.
Wider society and
the environment
No entity, corporate or otherwise,
canexistwithout having an influence
onthe society in which it operates
orutilising the planet’s resources.
Throughits third-party relationships,
asnoted above, the Company seeks to be
a positive influence and, in circumstances
where that is not possible, to mitigate its
negative impacts insofar as is possible.
The Board and Investment Manager’s interactions with the
various stakeholders as noted above form the principal forms
of direct engagement with wider society and in respect of the
environment (commercial, financial, and in terms of planetary
health and resources).
37
Baillie Gifford UK Growth Trust plc
The Board recognises the importance of keeping
the interests of the Company’s shareholders,
and of acting fairly between them, firmly front of
mind in its key decision making and the Company
Secretaries are at all times available to the Board
to ensure that suitable consideration is given to the
range of factors to which the Directors should have
regard. In addition to ensuring that the Company’s
stated investment objective was being pursued, key
decisions and actions during the year which have
required the Directors to have regard to applicable
section 172 factors include:
• In July 2025, the Company replaced its one
year £30 million revolving credit facility with
TheRoyal Bank of Scotland International Limited
with a £30million uncommitted revolving credit
loan facility with BNY Limited which provides
the Company a borrowing capacity in order
to generate improved returns to shareholders
through the deployment of gearing;
• As part of the Board’s commitment to high
standards, the Board engaged an independent
third party, Cyclico, to carry out an appraisal of
each Director and an assessment of the overall
functioning of the Board. The results provided
by Cyclico confirmed that each Director has the
requisite skills necessary to perform their duties,
and that the Board and its sub-committees
operate effectively, providing appropriate levels
of oversight and challenge to the Investment
Manager; and
• In June 2025, the Board announced a General
Meeting to renew the Company’s authority to
buyback shares, in order to have sufficient
authority to fulfil the Board’s commitment to
maintain a single digit share price discount to
the Company’s net asset value per share, in
normal market conditions. This authority was then
refreshed as part of the Company’s September
2025 AGM business. During the year to 30April
2026, £42.2million of the Company’s own shares
were bought back for treasury, for subsequent
reissue at a later date at or above net asset value.
Employees, human rights and community
issues
The Board recognises the requirement to provide
information about employees, human rights
and community issues. As the Company has no
employees, all its Directors are non-executive
and all its functions are outsourced, there are no
disclosures to be made in respect of employees,
human rights and community issues. Further
information on the Company’s approach to
environmental, social and governance (‘ESG’)
matters is provided on page 53.
Gender representation
The Board comprises five Directors, two female
andthree male. The Company has no employees.
The Board’s policy on diversity is set out on page 50.
Environmental, social and governance policy
Details of the Company’s policy on socially
responsible investment can be found under
Corporate governance and stewardship on page 53.
The Company considers that it does not fall within
the scope of the Modern Slavery Act 2015 and it
is not, therefore, obliged to make a slavery and
human trafficking statement. In any event, the
Company considers its supply chains to be of
low risk as itssuppliers are typically professional
advisers. Astatement by the Managers under the
Act hasbeen published on the Managers’ website
atbailliegifford.com.
Future developments of the company
The outlook for the Company for the next 12 months
is set out in the Chairman’s Statement on pages 5 to 7
and the Managers’ Report on pages 8 to 10.
The Strategic Report, which includes pages 4 to 38
was approved by the Board of Directors and signed
on its behalf on 25 June 2026.
Neil Rogan
Chairman
Strategic report
Annual Report and Financial Statements 2026
38
King’s Cross Tunnel. London, UK
This Governance report, which
includes pages 40 to 61 outlines
the Board’s approach to the
governance of your Company.
We believe that good governance
builds better outcomes and we
are committed to high standards
of corporate governance and
transparency.
Governance
report
Governance report
Annual Report and Financial Statements 2026
40
Directors and
management
Andrew
Westenberger
Director
Appointed 2017
Andrew Westenberger was appointed a
Director in 2017 and became Chairman
of the Audit Committee in 2017. He is
the chief executive officer of Hurst Point
Group. Previously, he was chief financial
officer of Tysers Insurance Brokers, a
leading independent specialist broker
and risk management firm. He was also
group finance director of Brewin Dolphin
Holdings PLC and Evolution Group Plc,
a non-executive director and trustee
of the Chartered Institute of Securities
and Investments and held senior finance
roles at Barclays Capital and Deutsche
Bank. He is a Chartered Accountant.
Ruary Neill
Director
Appointed 2018
Ruary Neill was appointed a Director in
2018 and became Senior Independent
Director in July 2021. He is currently a
director of JP Morgan Emerging Markets
Investment Trust plc. Previously, he
worked in investment banking at UBS
Investment Bank prior to which he spent
several years in the financial sector
working in Asian Equity Markets for
UBS Investment Bank and Schroder
Securities.
Neil Rogan
Director
Appointed 2024
Neil Rogan was appointed a Director in
2024. He is chairman of Invesco Asia
Trust plc and a director of JPMorgan
Global Growth & Income Trust plc. Prior
to this, he was an investment manager
with Touche Remnant, Flemings and
most recently Gartmore/Henderson
where he was Head of Global Equities.
He was also previously the chairman of
Murray Income Trust PLC and a director
of The Scottish Investment Trust PLC.
Appropriate Skills
• Investment expertise: 30+ years in global
equities, including as Head of Global Equities.
• Board leadership: Extensive experience as
Chair and NED across investment companies.
• Succession planning: Strong track record in
board composition and refreshment.
• Manager oversight: Deep experience in
evaluating investment managers and
performance.
• Strategic judgement: Long-term perspective
across market cycles.
• Governance: Independent oversight and
commitment to high governance standards.
Appropriate Skills
• Financial expertise: Chartered Accountant with
extensive CFO and senior finance experience.
• Audit leadership and risk oversight: Strong track
record as Audit Committee Chair overseeing
controls, reporting and risk.
• Capital markets experience: Senior roles at
global financial institutions across the UK
andUS.
• Strategic and operational insight: Leadership
experience as CFO and CEO in financial
services.
• Governance: Experienced non-executive with a
focus on robust oversight and best practice.
Appropriate Skills
• Markets expertise: 28 years in investment
banking, including multi-asset experience.
• Board experience: Investment company NED
with relevant governance insight.
• Remuneration oversight: Strong understanding
of incentives and alignment.
• Global perspective: Experience in Asian equity
markets.
• Independent leadership: Senior Independent
Director providing objective challenge and
shareholder engagement.
41
Baillie Gifford UK Growth Trust plc
Cathy Pitt
Director
Appointed 2021
Cathy Pitt was appointed a Director in
2021. She is a former Consultant Partner
at international law firm CMS and has
over 20 years’ experience advising
boards and asset managers on a broad
range of corporate matters. She is a
non-executive director of Gresham House
Energy Storage Fund plc and Deputy
Chair of the Association of Investment
Companies.
Seema Paterson
Director
Appointed 2025
Seema Paterson was appointed a
Director in 2025. She is currently chief
financial officer and board director of
This Works Products Limited. She sits
as Chair of the Audit Committee of CQS
Natural Resources Growth and Income
plc, has been appointed a non-executive
director of AVI Global Trust plc with effect
from 1 September 2026, and also serves
on the board of Resurgo Trust, a youth
employment charity based in London.
She previously worked in mergers and
acquisitions at Société Générale and
in corporate finance at Collins Stewart.
Sheis a Chartered Accountant.
Managers and secretaries
The Company has appointed Baillie Gifford & Co
Limited, a wholly owned subsidiary of Baillie Gifford
& Co, as its Alternative Investment Fund Manager
(‘AIFM’) and Company Secretary. Baillie Gifford &Co
Limited has delegated investment management
services to Baillie Gifford & Co. Baillie Gifford & Co is
an investment management firm formed in 1927 out
of the legal firm Baillie & Gifford, WS, which has been
involved in investment management since 1908.
Baillie Gifford is one of the largest investment trust
managers in the UK and currently manages eleven
investment trusts. Baillie Gifford also manage a listed
investment company and Open Ended Investment
Companies, together with investment portfolios
on behalf of pension funds, charities and other
institutional clients, both in the UK and overseas.
Funds under the management or advice of Baillie
Gifford total around £209 billion. Based in Edinburgh,
it is one of the leading privately owned investment
management firms in the UK, with 59 partners and a
staff of around 1,600.
The Managers of Baillie Gifford UK Growth
Trustplc’s portfolio are Iain McCombie and Milena
Mileva. Iain and Milena are both partners at Baillie
Gifford. With effect from 10 June 2026, James Smith
will also act as a co-manager of Baillie Gifford UK
Growth Trust plc’s portfolio, working alongside Iain
McCombie and Milena Mileva.
Baillie Gifford & Co and Baillie Gifford & Co Limited
are both authorised and regulated by the Financial
Conduct Authority.
All of the Directors are members of the following
Committees: Nomination, Remuneration and
Management Engagement. All Directors are
members of the Audit Committee with the exception
of Neil Rogan, who stepped down from the
Committee in June 2024.
Appropriate Skills
• Legal expertise: 20+ years advising on
investment funds, regulation and corporate
matters.
• Sector knowledge: Deep experience in the
investment trust and asset management
sectors.
• Governance: Strong background in corporate
governance and board advisory.
• Board experience: NED roles across investment
companies and industry bodies.
• Regulatory oversight: Expertise in navigating
complex regulatory and capital markets
frameworks.
Appropriate Skills
• Financial expertise: Chartered Accountant with
senior CFO and board-level experience.
• Audit and risk oversight: Audit Committee
Chairexperience with strong controls and
governance focus.
• Transaction experience: Background in M&A
and corporate finance.
• Commercial insight: Operational and strategic
perspective from a global consumer business.
• Board experience: executive and NED
Board roles across not-for-profit sector and
investment companies.
Governance report
Annual Report and Financial Statements 2026
42
Directors’
report
The Directors present their Report together with the
audited Financial Statements of the Company for the
year to 30 April 2026.
Corporate governance
The Corporate Governance Report is set out on
pages 47 to 54 and forms part of this Report.
Managers and company secretaries
Baillie Gifford & Co Limited, a wholly owned
subsidiary of Baillie Gifford & Co, has been
appointed as the Company’s Alternative Investment
Fund Manager (‘AIFM’) and Company Secretary.
Baillie Gifford & Co Limited has delegated portfolio
management services to Baillie Gifford & Co.
Dealing activity and transaction reporting has been
further sub-delegated to Baillie Gifford Overseas
Limited and Baillie Gifford Asia (Hong Kong) Limited.
The Investment Management Agreement between
the AIFM and the Company sets out the matters over
which the Managers have authority in accordance
with the policies and directions of, and subject to
restrictions imposed by, the Board. The Investment
Management Agreement is terminable by the
Managers on not less than six months’ notice or on
shorter notice in certain circumstances. With effect
from 6 June 2024, the Investment Management
Agreement is terminable by the Company on
not less than three months’ notice or on shorter
notice in certain circumstances. Prior to this, the
Investment Management Agreement was terminable
by the Company on not less than six months’ notice
or on shorter notice in certain circumstances.
Compensation would only be payable if termination
occurred prior to the expiry of the notice period.
The annual management fee is 0.5% of net assets,
calculated and payable quarterly.
Careful consideration has been given by the Board
as to the basis on which the management fee is
charged. The Board considers that maintaining
a relatively low ongoing charges ratio is in the
bestinterests of shareholders.
Investment management
The Board considers the Company’s investment
management arrangements on an ongoing basis
and a formal review is conducted annually by
the Management Engagement Committee. The
Committee met in February and June 2026 to
consider the ongoing appointment of the Manager.
Baillie Gifford have a large and experienced
investment trust team that serves us well in the
administration of the Company. Their long-term
investment philosophy and process is clear and
well-established. Their UK team is well-resourced
with experienced investors. But the Board must
acknowledge that the last six months of poor relative
investment performance has led to the Company
now being a long way adrift of its FTSE All-Share
Index benchmark over 1, 3 and 5 years and also from
when Baillie Gifford became Manager in 2019.
The Board’s findings show that poor stock
selection accounts for about three-quarters of the
underperformance against the FTSE All-Share
Index over the last five years, with sector allocation
responsible for most of the rest. However, in general
the stocks selected five years ago or earlier have
gone on to deliver growth rates in the top two
quintiles for EPS growth in the UK. So the problem
has not been the ability to find the right growth
companies, it has been not selling them when they
became expensive or paying too much for them
in the first place. The Board has pressed Baillie
Gifford to bring in a third co-manager, James Smith.
43
Baillie Gifford UK Growth Trust plc
James, unusually for Baillie Gifford, has a decade
of experience working elsewhere before joining
Baillie Gifford in 2022 and will work alongside Iain
and Milena. We expect to see a small increase in
the number of holdings and an increase in portfolio
turnover from less than 5% towards 20% p.a. as a
greater emphasis is put on portfolio construction and
sell discipline. Importantly, the portfolio will retain its
strong growth credentials and should be quicker to
adapt to changing conditions.
Secretarial and administrative
The Board considered separately the appointment
of Baillie Gifford as Company Secretary, as this is
an area that could be outsourced. Baillie Gifford
have a well-established and experienced Company
Secretarial team with considerable economies of
scale. The service the Board has received has been
faultless, so the Board does not believe that it could
find such a good service elsewhere without incurring
extra costs and frictions.
Depositary
In accordance with the Alternative Investment
Fund Managers Regulations, The Bank of New
York Mellon (International) Limited has been
appointed as Depositary to the Company.
The Depositary’s responsibilities include cash
monitoring, safekeeping of the Company’s financial
instruments, verifying ownership and maintaining
a record of other assets and monitoring the
Company’s compliance with investment limits and
leverage requirements. The custody function is
also undertaken by The Bank of New York Mellon
(International) Limited (‘the Custodian’).
Directors
Information about the Directors, including their
relevant experience, can be found on pages 40
and41.
All the Directors, with the exception of Andrew
Westenberger, will retire at the Annual General
Meeting and offer themselves for re-election.
Andrew Westenberger will retire from the Board
at the conclusion of the 2026 AGM and Seema
Paterson will replace him as Audit Committee
Chair. Following a formal performance evaluation,
the Chairman confirms that the Board considers
that their performance continues to be effective
and each remains committed to the Company.
Theircontribution to the Board is greatly valued
and the Board recommends their re-election to
shareholders.
Director indemnification and insurance
The Company has entered into qualifying third party
deeds of indemnity in favour of each of its Directors.
The deeds which were in force during the year to
30 April 2026 and up to the date of approval of
this report, cover any liabilities that may arise to a
third party, other than the Company, for negligence,
default or breach of trust or duty. The Directors
are not indemnified in respect of liabilities to the
Company, any regulatory or criminal fines, any costs
incurred in connection with criminal proceedings in
which the Director is convicted or civil proceedings
brought by the Company in which judgement is
given against her or him. In addition, the indemnity
does not apply to any liability to the extent that it is
recovered from another person.
The Company maintains Directors’ and Officers’
liability insurance.
Conflicts of interest
Each Director submits a list of potential conflicts of
interest to the Board for consideration and approval
at each meeting. The Board considers these
carefully, taking into account the circumstances
surrounding them prior to authorisation. Having
considered the lists of potential conflicts there were
no situations which gave rise to a direct or indirect
interest of a Director which conflicted with the
interests of the Company.
Dividend
The Board recommends a final dividend of
6.20pperordinary share. No interim dividend was
declared. Dividends are paid by way of a single
finalpayment.
If approved by shareholders at the Annual General
Meeting, the recommended final dividend per
ordinary share will be paid on 11 September 2026
toshareholders on the register at the close of
business on 14 August 2026. The ex-dividend
dateis13 August 2026.
Governance report
Annual Report and Financial Statements 2026
44
Share capital
Capital structure
The Company’s capital structure at 30 April 2026
consists of 160,917,184 ordinary shares of 25p
each (2025 – 160,917,184) of which 108,325,608
(2025–129,274,810) were allotted and fully paid
and 52,591,576 (2025 – 31,642,374) are held in
treasury. There are no restrictions concerning the
holding or transfer of the Company’s ordinary shares
and there are no special rights attached to any of
the shares.
Dividend
The ordinary shares carry a right to receive
dividends. Interim dividends are determined by the
Directors, whereas the proposed final dividend is
subject to shareholder approval.
Capital entitlement
On a winding up, after meeting the liabilities of the
Company, the surplus assets will be paid to ordinary
shareholders in proportion to their shareholdings.
Voting
Each ordinary shareholder present in person or by
proxy is entitled to one vote on a show of hands and,
on a poll, to one vote for every share held.
Information on the deadlines for proxy appointments
can be found on pages 92 to 94.
Major interests in the company’s shares
The Company has received notifications in
accordance with the Financial Conduct Authority’s
Disclosure and Transparency Rules of the following
interests in the voting rights attached to the
Company’s issued share capital.
Name
No of ordinary
25p shares
held at
30 April 2026
% of
issue *
City of London Investment Management
Company Limited (indirect) 17,338,032 16.0
Rathbone Investment Management Ltd
and Rathbone Investment Management
International Ltd (combined, indirect) 15,402,823 14.2
1607 Capital Partners, LLC (indirect) 12,860,840 11.9
Saba Capital Management LP (indirect) 5,637,872 5.2
Allspring Global Investments Holdings
(indirect) 5,490,685 5.1
Between 1 May and 23 June 2026 City of London Investment
Management Company made two notifications of interest in Company
shares. As at 4 June 2026, the date of the last notification, 17,238,032
shares were held, equivalent to 16.1% of the Company’s issued share
capital at that date.
* Ordinary shares in issue excluding treasury shares.
Annual general meeting
Share issuance authority
At the last Annual General Meeting, the Directors
were granted shareholders’ approval for a general
authority to allot shares and also an authority to
issue shares or sell shares held in treasury on a non
pre-emptive basis (without first offering such shares
to existing shareholders pro-rata to their existing
holdings). No shares were issued during the year
(2025 – no shares were issued).
Both authorities expire at the forthcoming Annual
General Meeting and the Directors are seeking
shareholders’ approval to renew them for a further
year, as detailed below.
Resolution 11 in the Notice of Annual General
Meeting seeks a general authority for the Directors
to allot shares up to an aggregate nominal amount
of £2,671,865.25. This amount represents 10% of
the Company’s total ordinary share capital in issue
at 23 June 2026 and meets institutional guidelines.
This authority will continue until the conclusion of
the Annual General Meeting to be held in 2027 or
on the expiry of 15months from the passing of the
resolutions, if earlier.
45
Baillie Gifford UK Growth Trust plc
Resolution 12, which is proposed as a special
resolution, seeks authority for the Directors to
issueshares or sell shares held in treasury on a
non pre-emptive basis for cash up to an aggregate
nominal amount of £2,671,865.25 (representing
10% of the issued ordinary share capital of the
Company as at 23 June 2026). This authority will
only be used to issue shares or sell shares from
treasury at a premium to net asset value on the
basis of debt valued at par value and only when
the Directors believe that it would be in the best
interests of the Company to do so. This authority will
continue until the conclusion of the Annual General
Meeting to be held in 2027 or on the expiry of 15
months from the passing of the resolutions, if earlier.
Market purchases of own shares
At the last Annual General Meeting the Company
was granted authority to purchase up to
18,388,802ordinary shares (equivalent to 14.99%
of its issued share capital), such authority to expire
at the 2026 Annual General Meeting. The Directors
are seeking shareholders’ approval at the Annual
General Meeting to renew the authority to make
market purchases up to 16,020,504 ordinary
shares representing approximately 14.99% of the
Company’s ordinary shares in issue at the date of
passing of the resolution, such authority to expire at
the Annual General Meeting of the Company to be
held in 2027.
20,949,202 shares (2025 – 17,403,697 shares)
were bought back during the year under review and
as at 30 April 2026 52,591,576 shares were held
in treasury (2025 – 31,642,374). These buybacks,
undertaken at a discount to net asset value, were
accretive to NAV per share by 1.7%. Between
1May and 23June 2026, the Company bought
back 1,450,997shares into treasury at a cost
of £3,037,034. 54,042,573 shares were held in
treasury as at 23June 2026.
The share buy-back policy seeks to operate in the
best interests of shareholders by taking into account
the relative level of the Company’s share price
discount when compared with peer group trusts, the
absolute level of discount and the impact from share
buy-back activity on the long-term liquidity of the
Company’s issued shares.
The Company may hold bought-back shares ‘in
treasury’ and then:
i. sell such shares (or any of them) for cash (or its
equivalent under the Companies Act 2006); or
ii. cancel the shares (or any of them).
All buy-backs will initially be held in treasury. Shares
will only be resold from treasury at a premium to net
asset value per ordinary share.
The Company shall not be entitled to exercise the
voting rights attaching to treasury shares.
In accordance with the UK Listing Rules of the
Financial Conduct Authority, the maximum price
(excluding expenses) that may be paid on the exercise
of the authority must not exceed the higher of:
i. 5 per cent. above the average closing price on the
London Stock Exchange of an ordinary share over
the five business days immediately preceding the
date of purchase; and
ii. an amount equal to the higher of the price of
the last independent trade of an Ordinary Share
and the highest current independent bid for an
Ordinary Share on the trading venue where the
purchase is carried out.
The minimum price (exclusive of expenses) that may
be paid will be 25p per share. Purchases of shares
will be made within guidelines established, from
time to time, by the Board. Your attention is drawn
to Resolution 13 in the Notice of Annual General
Meeting. This authority, if conferred, will only be
exercised if to do so would result in an increase in
net asset value per ordinary share for the remaining
shareholders and if it is considered in the best
interests of shareholders generally.
The Board continues to monitor the available
buyback authority.
Financial instruments
The Company’s financial instruments comprise its
investment portfolio, cash balances and debtors
and creditors that arise directly from its operations
such as sales and purchases awaiting settlement
and accrued income. The financial risk management
objectives and policies arising from its financial
instruments and the exposure of the Company to risk
are disclosed in note 18 to the Financial Statements.
Articles of Association
The Company’s Articles of Association may only be
amended by special resolution at a general meeting
of shareholders.
Governance report
Annual Report and Financial Statements 2026
46
Disclosure of information to auditors
The Directors confirm that, so far as each of
the Directors is aware, there is no relevant audit
information of which the Company’s Auditor is
unaware and the Directors have taken all the steps
that they might reasonably be expected to have taken
as Directors in order to make themselves aware of any
relevant audit information and to establish that the
Company’s Auditor is aware ofthatinformation.
Independent auditor
The Auditor, Ernst & Young LLP, is willing to
continue in office and in accordance with section
489 and section 491(1) of the Companies Act
2006, resolutions concerning their re-appointment
and remuneration will be submitted to the Annual
General Meeting.
Stakeholder engagement
Although the Company has no employees, trade
suppliers or customers, the Directors give regular
consideration to the need to foster the Company’s
business relationships with its stakeholders, in
particular with shareholders, its externally appointed
Managers, other professional service providers
and lenders. The effect of this consideration upon
the key decisions taken by the Company during
the financial year is set out in further detail in the
Strategic Report on pages 4 to 38.
Greenhouse Gas Emissions and Streamlined
Energy & Carbon Reporting (‘SECR’)
All of the Company’s activities are outsourced to third
parties. The Company therefore has no greenhouse
gas emissions to report from its operations, nor
does it have responsibility for any other emissions
producing sources under the Companies Act 2006
(Strategic Report and Directors’ Report) Regulations
2013. For the same reasons as set out above, the
Company considers itself to be a low energy user
under the SECR regulations and therefore is not
required to disclose energy and carbon information.
Bribery Act
The Company has a zero tolerance policy towards
bribery and is committed to carrying out business
fairly, honestly and openly. The Managers also adopt
a zero tolerance approach and have policies and
procedures in place to prevent bribery.
Criminal Finances Act 2017
The Company has a commitment to zero tolerance
towards the criminal facilitation of tax evasion.
Recommendation
The Directors unanimously recommend you vote
in favour of the resolutions to be proposed at the
Annual General Meeting as it is their view that the
resolutions are in the best interests of shareholders
as a whole.
On behalf of the Board
Neil Rogan
Chairman
25 June 2026
47
Baillie Gifford UK Growth Trust plc
Corporate
governance report
The Board is committed to achieving and
demonstrating high standards of corporate
governance. The Association of Investment
Companies (‘AIC’) Code of Corporate Governance
(‘AIC Code’) provides a framework of best practice
for investment companies and can be found at
theaic.co.uk. The Financial Reporting Council
(‘FRC’) has confirmed that AIC members who report
in relation to the AIC Code, as is the case with
the Company, will be meeting their obligations in
relation to the 2024 UK Corporate Governance Code
(‘UKCode’) which can be found at frc.org.uk.
Compliance
The Board confirms that the Company has complied
throughout the year under review with the relevant
provisions of the Code and the recommendation of
the AIC Code. The Code includes provisions relating
to the role of the chief executive, executive directors’
remuneration and the need for an internal audit
function. Given that the Company is an externally
managed investment trust, the Board considers
these provisions are not relevant to the Company.
The need for an internal audit function specific to
the Company has been addressed on page 55.
The Board
The Board has overall responsibility for the
Company’s affairs. It has a number of matters
formally reserved for its approval including strategy,
investment policy, gearing, share buy-back and
issuance policy, treasury matters, dividend and
corporate governance policy. A separate session
devoted to strategy is held each year. The Board
seeks to contribute to the delivery of the Company’s
strategy by engaging with the Managers in a
collaborative and collegiate manner with open and
respectful discussion and debate being encouraged,
whilst also ensuring that appropriate and regular
challenge is brought and evaluation is conducted.
The Board also reviews the Financial Statements,
investment transactions, revenue budgets and
performance of the Company. Full and timely
information is provided to the Board to enable it
to function effectively and to allow Directors to
discharge their responsibilities.
The Board comprises five Directors, all of whom
are non-executive. The Chairman is responsible for
organising the business of the Board, ensuring its
effectiveness and setting its agenda. The executive
responsibility for investment management has been
delegated to the Company’s Alternative Investment
Fund Manager (‘AIFM’), Baillie Gifford & Co Limited,
and, in the context of a Board comprising only
non-executive Directors, there is no chief executive
officer. The Senior Independent Director is Ruary Neill.
The Directors believe that the Board has a balance
of skills and experience that enables it to provide
effective strategic leadership and proper governance
of the Company. Information about the Directors,
including their relevant experience, can be found on
pages 40 and 41.
There is an agreed procedure for Directors to seek
independent professional advice, if necessary, at the
Company’s expense.
Appointments to the Board
The terms and conditions of Directors’ appointments
are set out in formal letters of appointment which are
available for inspection on request.
Under the provisions of the Company’s Articles of
Association, a Director appointed during the year is
required to retire and seek election by shareholders
at the next Annual General Meeting. The Board
has agreed that all Directors will retire at each
Annual General Meeting and, if appropriate, offer
themselves for re-election.
Governance report
Annual Report and Financial Statements 2026
48
Third-party service providers
appointed by the Board
Alternative Investment Fund Managers and Company Secretaries:
Baillie Gifford & Co Limited (wholly owned
subsidiary of Baillie Gifford & Co)
Dealing activity and transaction reporting:
Baillie Gifford Overseas Limited and
Baillie Gifford Asia (Hong Kong) Limited
Ernst & Young
LLP
Auditor
The Bank of
NewYorkMellon
(International) Limited
Depositary
Computershare
Investor Services
PLC
Registrar
Winterflood
Securities Ltd
Company broker
* The independent non-executive directors are made up of Neil Rogan, Ruary Neill, Andrew Westenberger, Cathy Pitt and Seema Paterson. All Directors
are members of the Management Engagement Committee, Remuneration Committee and Nomination Committee. All Directors, with the exception of
the Chairman of the Company, are members of the Audit Committee. Further details on their experience can be found on pages 40 and 41.
Audit
Committee
Chairman:
Andrew Westenberger
Purpose: The primary purpose
of the Company’s Audit
Committee is to provide
oversight of the financial
reporting process, the audit
process, the Company’s system
of internal controls and
compliance with laws and
regulations.
Nomination
Committee
Chairman:
Neil Rogan
Purpose: The main purpose of
the Nomination Committee is to
oversee Board recruitment and
succession planning as well as
Board appraisals including
identifying training needs.
Management
Engagement
Committee
Chairman:
Neil Rogan
Purpose: The primary purpose
of the Management
Engagement Committee is to
ensure that the investment
management, administrative
and company secretarial
services provided to the
Company remain appropriate
and competitive.
Remuneration
Committee
Chairman:
Ruary Neill
Purpose: The primary purpose
of the Remuneration Committee
is to review and make
recommendations to the Board
in respect of the level of
remuneration paid to Directors
within the limits approved by
shareholders.
Board of Directors
Comprises independent
non-executive directors*
Chairman: Neil Rogan
Senior Independent
Director: Ruary Neill
49
Baillie Gifford UK Growth Trust plc
Independence of Directors
All the Directors are considered by the Board to
be independent of the Managers and free of any
business or other relationship which could interfere
with the exercise of their independent judgement.
The Directors recognise the importance of succession
planning for company boards and review the Board
composition annually. The Board is of the view that
length of service will not necessarily compromise
the independence or contribution of Directors of
an investment trust company, where continuity and
experience can be a benefit to the Board.
Meetings
There is an annual cycle of Board meetings which
is designed to address, in a systematic way, overall
strategy, review of investment policy, investment
performance, marketing, revenue budgets, dividend
policy and communication with shareholders. The
Board considers that it meets sufficiently regularly
to discharge its duties effectively. The table below
shows the attendance record for the core Board and
Committee meetings held during the year, excluding
ancillary and sub-committee meetings. The Annual
General Meeting was attended by all the Directors.
Board
Audit
Committee
Nomination
Committee
Remuneration
Committee
Management
Engagement
Committee
Number of meetings 4 3 1 1 1
Ruary Neill 4 3 1 1 1
Seema Paterson 4 3 1 1 1
Cathy Pitt 4 3 1 1 1
Neil Rogan* 4 – 1 1 1
Andrew
Westenberger
4 3 1 1 1
* Neil Rogan stepped down as a member of the Audit Committee in June
2024 but attends by invitation.
Nomination Committee
The Nomination Committee consists of all the
Directors and Neil Rogan is the Chairman of the
Committee. The Committee meets on an annual
basis and at such other times as may be required.
The Committee has written terms of reference
which include reviewing the composition of the
Board, identifying and nominating new candidates
for appointment to the Board, Board appraisal,
succession planning and training. The Committee
also considers whether Directors should be
recommended for re-election by shareholders.
The Committee’s Terms of Reference are
availableon request from the Company and on
the Company’s page of the Managers’ website:
bgukgrowthtrust.com.
Policy on Chairman’s tenure
The Board’s policy is that the Chairman will serve for
no longer than nine years, other than in exceptional
circumstances for the benefit of the Company.
Performance evaluation
As part of the Board’s commitment to high standards,
the Board engaged an independent third party,
Cyclico, to carry out an appraisal of each Director
and an assessment of the overall functioning of the
Board. The results provided by Cyclico confirmed
that each Director has the requisite skills necessary
to perform their duties, and that the Board and
its sub-committees operate effectively, providing
appropriate levels of oversight and challenge to
the Investment Manager. Cyclico is an independent
company with no relationships with the Company or
its Directors. Cyclico provided questionnaires which
were tailored to the specific needs of the Company.
The questionnaires addressed, amongst other issues:
• Investment strategy and performance and
engagement with the Managers;
• Shareholder value, stakeholder engagement and
interests, marketing and promotion;
• Board and Committee composition, dynamics and
expertise; and
• Quality of Board documentation, administration
and third party relationships.
Governance report
Annual Report and Financial Statements 2026
50
Each Director and the Chairman completed the
questionnaire, with Cyclico reviewing and reporting
on the results which were discussed at a meeting
of the Nomination Committee. The Chairman’s
appraisal was led by Ruary Neill, the Senior
Independent Director. The results indicated that
the Board as a whole was performing effectively.
Areas of particular scrutiny and deliberation by the
Board that were assessed, included: the review
of investment performance and the subsequent
constructive engagement with the Managers; the
proposals for a performance-related tender offer in
five years and an interim continuation vote in three
years; the effort to reduce the discount through
more active use of share buybacks; and the ongoing
focus on the marketing efforts required to raise the
Company’s profile and stimulate demand.
Following this process, it was concluded that there
was a diverse range of skills within the Board, and
the performance of each Director, the Chairman, the
Board and its Committees continues to be effective
and that each Director and the Chairman remain
committed to the Company.
A review of the Chairman’s and the other Directors’
commitments was carried out and the Nomination
Committee is satisfied that they are capable of
devoting sufficient time to the Company.
There were no significant changes to the Chairman’s
nor each Director’s other commitments during the
year.
Diversity policy
Appointments to the Board are made on merit with
due regard for the benefits of diversity including the
requirements of the UK Listing Rules. The priority in
appointing new Directors is to identify the candidate
with the best range of skills and experience to
complement existing Directors.
The Board believes that maintaining a diversity of
thought and experience on the Board and at an
operational level within Baillie Gifford represents
the best way of discharging its responsibilities to
shareholders.
Board composition as at 30 April 2026
Sex
Number of
Board Members
Percentage of
the Board
Number of
Senior Positions
on the Board
Men 3 60 2
Women
2 40 –
Not specified/prefer not to say
– – –
* The Company only has two of the senior roles specified by the UK Listing Rules, that is the position of Chairman and SID. While the Company
considers the role of Audit Chairman to be a senior role, this is not reflected as a senior role in this table. The role of Audit Committee Chairman is
currently held by a man.
Ethnicity
Number of
Board Members
Percentage of
the Board
Number of
Senior Positions
on the Board
White British or other White
(including minority white groups)
4 80 2
Asian/Asian British
1 20 –
Not specified/prefer not to say – – –
* The Company only has two of the senior roles specified by the UK Listing Rules, that is the position of Chairman and SID. While the Company considers
the role of Audit Chairman to be a senior role, this is not reflected as a senior role in this table. The current Audit Committee Chairman’s ethnic
background is White British.
51
Baillie Gifford UK Growth Trust plc
Diversity of the board
The Directors consider Board composition in
terms of the overall value the Board offers to
shareholders; this means that it seeks to ensure
that (i) the Directors, between them, have diverse
expertise allowing them to bring an appropriate
range of skills to the performance of their duties;
and (ii) the Directors represent a diverse range of
backgrounds and characteristics, which enables a
range of perspectives to contribute to governance
and decision-making.
The FCA UK Listing Rules on diversity and inclusion
setout the targets which should be met as follows:
(i) at least 40% of individuals on a board should be
women; (ii) at least one senior board position should
be held by a woman; and (iii) at least one individual
on its board should be from a minority ethnic
background (as defined by the Office of National
Statistics (ONS) criteria). As an externally managed
investment company with no chief executive officer
(CEO) or chief financial officer (CFO), the roles
which qualify as senior under FCA guidance are
theChairman and Senior Independent Director (SID).
The Board considers the Audit Committee Chair to
be a senior role.
As shown in the Board composition tables, the
Company met the targets on percentage of women
and ethnic diversity but did not meet the target in
relation to women in senior roles.
The Board considers that its small size is the
principal reason why the other Listing Rule targets
were not met. The Board supports, and is ambitious
to meet, all the Listing Rule diversity targets and will
continue to review its size and composition both as
part of its refreshment cycle and more widely.
All recruitment for new board members will be
external, through the use of search agencies or
platforms. Recruitment consultants will be asked to
put forward candidates with the desired skillset but
also with a diverse range of characteristics.
Induction and training
New Directors are provided with an induction
programme which is tailored to the particular
circumstances of the appointee. Regular briefings
were provided during the year on industry
andregulatory matters. Directors receive other
relevant training as necessary.
Remuneration Committee
The Remuneration Committee consists of all
Directors and Ruary Neill is the Chairman of the
Committee. The Remuneration Committee reviews
and makes recommendations to the Board in respect
of the level of remuneration paid to Directors within
the limits approved by shareholders. The Company’s
policy on remuneration is set out in the Directors’
Remuneration Report on pages 57 to 60.
The Committee’s Terms of Reference are available
on request from the Company and on the Company’s
page of the Managers’ website: bgukgrowthtrust.com.
Management Engagement Committee
The role of the Management Engagement
Committee is to ensure that the Manager
remains suitable to manage the portfolio, that
the management contract is competitive and
reasonable for shareholders, and that the Company
maintains appropriate administrative and company
secretarial support. All Directors are members of
the Management Engagement Committee which is
chaired by the Chairman of the Board. The Board
considers each member of the Committee to be
independent.
To discharge its duties, the Committee met on
one occasion during the year to consider: the
performance and suitability of the Manager; the terms
and conditions of the AIFM Agreement, including
fees; and, the Committee’s Terms of Reference.
The Committee’s Terms of Reference are available
on request from the Company and on the Company’s
page of the Managers’ website: bgukgrowthtrust.com.
Audit Committee
The report of the Audit Committee is set out on
pages 55 and 56.
Internal controls and risk management
The Directors acknowledge their responsibility for
the Company’s risk management and internal control
systems and for reviewing their effectiveness.
The systems are designed to manage rather than
eliminate the risk of failure to achieve business
objectives and can only provide reasonable but not
absolute assurance against material misstatement
orloss.
Governance report
Annual Report and Financial Statements 2026
52
The Board confirms that there is an ongoing
process for identifying, evaluating and managing
the significant risks faced by the Company in
accordance with the FRC guidance ‘Guidance on
Risk Management, Internal Control and Related
Financial and Business Reporting’. The practical
measures in relation to the design, implementation
and maintenance of control policies and procedures
to safeguard the Company’s assets and to manage
its affairs properly, including the maintenance of
effective operational and compliance controls have
been delegated to the Managers and Secretaries.
The Board oversees the functions delegated
totheManagers and Secretaries and the
controlsmanaged by the AIFM in accordance
with the Alternative Investment Fund Managers
Regulations (as detailed below). Baillie Gifford &
Co’s Internal Audit and Compliance Departments
and the AIFM’s permanent risk function provide
the Audit Committee with regular reports on their
monitoring programmes. The reporting procedures
for these departments are defined and formalised
within a service level agreement. Baillie Gifford
& Co conducts an annual review of its system
of internalcontrols which is documented within
an internal controls report which complies with
ISAE3402 – Assurance Reports on Internal Controls
of Service Organisations made available to Third
Parties. This report is independently reviewed
by Baillie Gifford & Co’s Auditor and a copy is
submitted to the Audit Committee.
A report identifying the material risks faced by the
Company and the key controls employed to manage
these risks is reviewed by the Audit Committee.
These procedures ensure that consideration is
givenregularly to the nature and extent of risks
facing the Company and that they are being
actively monitored. Where changes in risk have
been identified during the year they also provide
a mechanism to assess whether further action is
required to manage these risks.
The Directors confirm that they have reviewed the
effectiveness of the Company’s risk management
and internal controls systems, which accord with the
FRC ‘Guidance on Risk Management, Internal Control
and Related Financial and Business Reporting’
and they have procedures in place to review their
effectiveness on a regular basis. No significant
weaknesses were identified in the year under review
and up to the date of this Report.
The Board confirms that these procedures have
been in place throughout the Company’s financial
year and continue to be in place up to the date of
approval of this Report.
To comply with the Alternative Investment
Fund Managers Regulations, The Bank of New
York Mellon (International) Limited acts as the
Company’sDepositary and Baillie Gifford & Co
Limited as its AIFM.
The Depositary’s responsibilities include cash
monitoring, safe keeping of the Company’s financial
instruments, verifying ownership and maintaining
a record of other assets and monitoring the
Company’s compliance with investment limits and
leverage requirements. The Depositary is liable for
the loss of financial instruments held in custody. The
Depositary will ensure that any delegate segregates
the assets of the Company. The Company’s
Depositary also acts as the Company’s Custodian.
The Custodian prepares reports on its key controls
and safeguards which are independently reviewed
by KPMG LLP. The reports are reviewed by Baillie
Gifford’s Business Risk Department and a summary
of the key points is reported to the Audit Committee
and any concerns are investigated.
The Depositary provides the Audit Committee with
areport on its monitoring activities.
The AIFM has established a permanent risk
management function to ensure that effective risk
management policies and procedures are in place
and to monitor compliance with risk limits. The AIFM
has a risk management policy which covers the risks
associated with the management of the portfolio,
and the adequacy and effectiveness of this policy
is reviewed and approved at least annually. This
review includes the risk management processes and
systems and limits for each risk area.
The risk limits, which are set by the AIFM and
approved by the Board, take into account the
objectives, strategy and risk profile of the portfolio.
These limits, including leverage (see page 99), are
monitored and the sensitivity of the portfolio to key
risks is undertaken periodically as appropriate to
ascertain the impact of changes in key variables
in the portfolio. Exceptions from limits monitoring
and stress testing undertaken by Baillie Gifford’s
Business Risk Department are escalated to the AIFM
and reported to the Board along with any remedial
measures being taken.
53
Baillie Gifford UK Growth Trust plc
Going concern
In accordance with the Financial Reporting Council’s
guidance on going concern and liquidity risk, the
Directors have undertaken a rigorous review of the
Company’s ability to continue as a going concern.
The Company’s principal and emerging risks are
market related and include market risk, liquidity risk
and credit risk. An explanation of these risks and
how they are managed is contained in note 18 to the
Financial Statements. The Board has, in particular,
considered recent heightened geopolitical tensions
and conflicts and macroeconomic concerns,
including increased inflation and interest rates. It
has reviewed specific leverage and liquidity stress
testing but does not believe the Company’s going
concern status is affected. The Company’s assets,
the vast majority of which are investments in quoted
securities which are readily realisable, exceed its
liabilities significantly. All borrowings require the
prior approval of the Board. Gearing levels and
compliance with borrowing covenants are reviewed
by the Board on a regular basis. Details of the
Company’s uncommitted revolving credit loan facility
with BNY Limited are shown in note11 on page 81.
The Company has continued to comply with the
investment trust status requirements of section 1158
of the Corporation Tax Act 2010 and the Investment
Trust (Approved Company) Regulations 2011.
In accordance with the Company’s Articles of
Association, shareholders have the right to vote
on the continuation of the Company every five
years, the next regular vote being at the Annual
General Meeting to be held in 2029. In addition,
the Board have implemented an additional, ad-hoc
continuation vote to be taken at the Annual General
Meeting in 2027.
Accordingly, the Financial Statements have been
prepared on the going concern basis as it is the
Directors’ opinion, having assessed the principal
and emerging risks and other matters, as set out
in the Viability Statement on page 34 and revenue
estimate prepared to 30 June 2027, that the
Company will continue in operational existence for
a period of at least twelve months from the date of
approval of these Financial Statements.
Relations with shareholders
The Board places great importance on
communication with shareholders. The Chairman
meets shareholders independently of the Managers
and reports shareholders’ views to the Board.
Shareholders wishing to communicate with
anymembers of the Board may do so by writing
tothem at the Company’s registered office or
throughthe Company’s broker, Winterflood
Investment Trusts (see contact details on page 104).
All correspondence addressed to the Chairman is
dealt with directly by the Chairman. The Company’s
Managers also meet regularly with shareholders and
their representatives.
The Company’s Annual General Meeting provides
a further forum for communication with all
shareholders. The level of proxies lodged for each
resolution is announced at the Meeting and is
published at bgukgrowthtrust.com subsequent
to the meeting. The notice period for the Annual
General Meeting is at least twenty working days.
Shareholders and potential investors may obtain
up-to-date information on the Company from the
Managers’ website at bgukgrowthtrust.com.
Corporate governance and stewardship
The Company believes that it is in the shareholders’
interests to consider environmental, social and
governance (‘ESG’) factors when selecting and
retaining investments and has asked the Managers
to take these issues into account. The Managers
do not exclude companies from their investment
universe purely on the grounds of ESG factors but
adopt a positive engagement approach whereby
matters are discussed with management with
the aim of improving the relevant policies and
management systems and enabling the Managers to
consider how ESG factors could impact long-term
investment returns. The Managers’ Stewardship
Principles and examples of portfolio company
engagement are set out on pages 22 to 27 and the
Statement of Compliance with the UK Stewardship
Code can be found on the Managers’ website:
bailliegifford.com. The Managers’ approach has
beenreviewed and endorsed by the Board.
The Company has given discretionary voting powers
to Baillie Gifford & Co. The Managers vote against
resolutions they consider may damage shareholders’
rights or economic interests. The Board reviews
regular reports on voting and engages with the
Managers on these matters.
Governance report
Annual Report and Financial Statements 2026
54
Baillie Gifford & Co, the Company’s Managers, has
considered the Sustainable Finance Disclosures
Regulation (‘SFDR’) and further details can be found
on page 103.
The Managers, Baillie Gifford & Co, are signatories
to the United Nations Principles for Responsible
Investment and are also members of the
International Corporate Governance Network.
Climate change
The Board recognises that climate change poses a
serious threat to our environment, our society and
to economies and companies around the globe.
Addressing the underlying causes is likely to result
in companies that are high emitters of carbon
facing greater societal and regulatory scrutiny and
higher costs to account for the true environmental
impact of their activities. The Managers utilise
data sourced from a third-party provider to map
the carbon footprint of the equity portfolio using
the information to prioritise engagement and
understand what higher emitting companies are
doing to manage climate risk better. The carbon
intensity of the Company’s portfolio is 86% lower
than the Company’s benchmark (FTSE All-Share).
This analysis is based on 94% of the value of the
Company’s equity portfolio which reports on carbon
emissions and other carbon related characteristics
and is measured using data from MSCI via the
Factset platform.
Carbon intensity measures the carbon efficiency
of the portfolio per unit of output and assesses the
portfolio’s exposure to carbon-intensive companies.
Baillie Gifford’s Task Force on Climate-
Related Financial Disclosures (‘TCFD’) Climate
Report isavailable on the Managers’ website
at bailliegifford.com. A Company specific
TCFD climatereport is also available on the
Company’s page of the Managers’ website
atbgukgrowthtrust.com.
The Managers, Baillie Gifford & Co, are signatories
to the Carbon Disclosure Project.
On behalf of the Board
Neil Rogan
Chairman
25 June 2026
55
Baillie Gifford UK Growth Trust plc
The Audit Committee consists of all independent
Directors except for the Chairman of the Board,
Neil Rogan. The members of the Committee
consider that they have the requisite financial
skills and experience to fulfil the responsibilities of
the Committee. Andrew Westenberger, Chairman
of the Committee, is a Chartered Accountant.
The Committee’s authority and duties are clearly
defined within its written Terms of Reference which
are available on request from the Company and
on the Company’s page of the Managers’ website:
bgukgrowthtrust.com. The Terms of Reference are
reviewed annually.
The Committee’s effectiveness is reviewed on an
annual basis as part of the Board’s performance
evaluation process (see page 49).
At least once a year the Committee meets with the
external Auditor without any representative of the
Manager being present.
Main activities of the committee
The Committee met three times during the year.
Ernst & Young LLP, the external Auditor, attended
the interim and final accounts meetings. Baillie
Gifford & Co’s Internal Audit and Compliance
Departments and the AIFM’s permanent risk function
provided reports on their monitoring programmes for
these meetings. The external auditor also met with
the Chairman of the Audit Committee separately
twice during the year.
The matters considered, monitored and reviewed
by the Committee during the course of the year
included the following:
• the results announcements and the Annual and
Interim reports;
• the Company’s accounting policies and practices
and the implementation of the Managers’ valuation
policy for investments in unlisted (private)
companies;
Audit Committee
report
• the regulatory changes impacting the Company;
• the fairness, balance and understandability of
the Annual Report and Financial Statements and
whether it provided the information necessary
for shareholders to assess the Company’s
performance, business model and strategy;
• the effectiveness of the Company’s internal
control environment;
• the appointment/re-appointment, remuneration
and terms of engagement of the external Auditor;
• whether the audit services contract should be put
out to tender;
• the policy on the engagement of the external
Auditor to supply non-audit services;
• the independence and objectivity of the external
Auditor and the effectiveness of the audit process;
• the need for the Company to have its own internal
audit function;
• internal controls reports received from the
Managers and other service providers; and
• the arrangements in place within
BaillieGifford&Co whereby its staff may,
inconfidence, raise concerns about possible
improprieties in matters of financial reporting
orother matters.
Internal audit
The Committee continues to believe that the
compliance and internal control systems and the
internal audit function in place within the Investment
Managers provide sufficient assurance that a
sound system of internal control, which safeguards
shareholders’ investment and the Company’s assets,
is maintained. An internal audit function, specific to
the Company, is therefore considered unnecessary.
Governance report
Annual Report and Financial Statements 2026
56
Financial reporting
The Committee considers that the most significant
issues likely to affect the Financial Statements are
the existence and valuation of investments, as they
represent 98.8% of total assets, and the accuracy
and completeness of income from investments.
The majority of the investments are in quoted
securities and market prices are readily available
from independent external pricing sources.
TheCommittee reviewed Baillie Gifford’s Report
on Internal Controls which details the controls
in place regarding the recording and pricing of
investments. The Managers agreed the prices of all
the listed investments at 30 April 2026 to external
price sources and the holdings were agreed to
confirmations from the Company’s Custodian.
The Committee reviewed the Managers’ valuation
approach for investments in unlisted companies
(asdescribed on pages 75 and 76) and approved
thevaluation of the unlisted investment following
adetailed review of the valuation of the investment
and relevant challenge where appropriate. The
Managers agreed the holding in certificated form
toconfirmations from the Company’s Custodian.
The Committee reviewed the Managers’ report on
Internal Controls which details the controls in place
regarding completeness and accurate recording of
investment income. The accounting treatment of
each special dividend received or receivable during
the year was reviewed by the Managers.
The Managers confirmed to the Committee that they
were not aware of any material misstatements in the
context of the Financial Statements as a whole and
that the Financial Statements are in accordance with
applicable law and accounting standards.
Internal controls and risk management
The Committee reviewed the effectiveness
of the Company’s risk management and
internal controls systems as described on
pages 51 and 52. No significant weaknesses
were identified in the year under review.
External auditor
To fulfil its responsibility regarding the
independence and objectivity of the external
auditor, the Committee reviewed:
• the audit plan for the current year;
• a report from the Auditor describing their
arrangements to manage auditor independence
and received confirmation of its independence;
and
• the extent of non-audit services provided by the
external Auditor. There were no non-audit fees for
the year to 30 April 2026.
To assess the effectiveness of the external Auditor,
the Committee reviewed and considered:
• the Auditor’s fulfilment of the agreed audit plan;
• feedback from the Secretaries on the performance
of the audit team;
• the Audit Quality Inspection Report on Ernst &
Young LLP issued by the FRC’s Audit Quality
Review team; and
• detailed discussion with audit personnel to
challenge audit processes and deliverables.
To fulfil its responsibility for oversight of the external
audit process the Committee considered and
reviewed:
• the Auditor’s engagement letter;
• the Auditor’s proposed audit strategy;
• the audit fee; and
• a report from the Auditor on the conclusion of the
audit.
The audit partner responsible for the audit will be
rotated at least every five years in accordance with
professional and regulatory standards in order to
protect independence and objectivity and to provide
fresh challenge to the business. Ms Rogan, the
current partner, will continue as audit partner until the
conclusion of the 2030 audit. The year under audit
represents Ms Rogan’s first year as audit partner.
Ernst & Young LLP has confirmed that it believes it
is independent within the meaning of regulatory and
professional requirements and that the objectivity of
the audit partner and staff is not impaired.
Having carried out the review process described
above, the Committee is satisfied that the Auditor
has remained independent and effective for the
purposes of this year’s audit.
There are no contractual obligations restricting the
Committee’s choice of external Auditor.
Accountability and audit
The respective responsibilities of the Directors
and the Auditor in connection with the Financial
Statements are set out on pages 61 to 70.
On behalf of the Board
Andrew Westenberger
Audit Committee Chairman
25 June 2026
57
Baillie Gifford UK Growth Trust plc
Directors’
remuneration report
This report has been prepared in accordance with
the requirements of the Companies Act 2006.
Statement by the Chairman
The Remuneration Committee reviewed the level
of fees during the year and the Board agreed the
Committee’s recommendation that, with effect from
1 May 2026 the Directors’ fees should be increased
from £31,000 to £32,800, the fee for the Chairman
of the Board should be increased from £46,500
to £49,200, the additional fee for the Chairman
of the Audit Committee should be increased
from £6,000 to £7,000 and the additional fee for
the Senior Independent Director should remain
unchanged at £1,500. The increases in Directors’
fees reflect the Board’s policy to determine the level
of Director’s remuneration having regards to the time
commitments, increased risks and responsibilities of
the role and the amounts payable to non-executive
Directors in the industry generally in order to ensure
that remuneration levels do not deter candidates
from applying for potential positions on the Board.
To that end independent research on the fee levels
of Directors of peer group companies, as well as
industry norms, has been considered. The fees were
last increased on 1 May 2025.
Vote on Directors’ Remuneration Policy
The Directors’ Remuneration Policy is subject to
shareholder approval every three years or sooner
if an alteration to the policy is proposed. The
Remuneration Policy which is set out below was
last approved at the Annual General Meeting in
September 2023 and so an ordinary resolution for the
approval of the Remuneration policy will be put to the
members at the forthcoming Annual General Meeting
currently scheduled to be held on 2 September 2026.
No changes are proposed to the Policy.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter
considered by the Remuneration Committee and
recommended to the Board for adoption.
It is the Board’s policy to determine the level of
Directors’ remuneration having regard to amounts
payable to non-executive Directors in the industry
generally, the role that individual Directors fulfil in
respect of Board and Committee responsibilities,
and time committed to the Company’s affairs, taking
into account the aggregate limit of fees set out in the
Company’s Articles of Association.
This aggregate limit of Directors’ fees is currently
set at £250,000 per annum and any increase in
this level requires approval by the Board and the
Company’s shareholders. The Chairman of the Board,
the Chairman of the Audit Committee and the Senior
Independent Director each receive fees at a higher
rate than the other Directors to reflect their additional
responsibilities. Directors’ fees are set at a level to
recruit and retain individuals of sufficient calibre, with
the level of knowledge, experience and expertise
necessary to promote the success of the Company in
reaching its short and long-term strategic objectives.
The Board and its Committees exclusively comprise
non-executive Directors. No Director past or present
has an entitlement to a Company pension, and the
Company has not, and does not intend to operate
a share scheme for Directors or to award any share
options or long-term performance incentives to any
Director. No Director has a service contract with
the Company. However, Directors have a letter of
appointment. Directors do not receive exit payments
and are not provided with any compensation for loss
of office. No other payments are made to Directors
other than the reimbursement of reasonable out-
of-pocket expenses incurred in attending to the
Company’s business.
Governance report
Annual Report and Financial Statements 2026
58
The terms of Directors’ letters of appointment are
available for inspection at the Company’s registered
office address during normal business hours and
during the Annual General Meeting at the location of
such meeting.
The Board did not seek the views of shareholders
in setting this Remuneration Policy. Any comments
on the Policy received from shareholders would be
considered on a case-by-case basis. As the Company
does not have any employees, no employee pay and
employment conditions were taken into account when
setting this Remuneration Policy and no employees
were consulted in its construction.
Directors’ fees are reviewed annually and take into
account research from third parties on the fee
levels of directors of peer group companies, as
well as industry norms and factors affecting the
time commitment expected of the Directors. New
Directors are subject to the provisions set out in this
Remuneration Policy.
Limits on Directors’ remuneration
The fees for the non-executive Directors are payable
monthly in arrears and are determined within the
limit set out in the Company’s Articles of Association
which is currently £250,000 per annum in aggregate.
Any change to this limit requires shareholder approval
by way of ordinary resolution.
The fees paid in respect of the year ended 30 April
2026 together with the expected fees payable in
respect of the year ending 30 April 2027 are set out in
the following table. The fees payable to the Directors
in the subsequent financial years will be determined
following an annual review of the Directors’ fees.
Name
Expected
fees for year
ending
30 April 2027
£
Fees
as at
30 April 2026
£
Chairman's fee 49,200 46,500
Non-executive Director fee
32,800 31,000
Additional fee for Chair of the
Audit Committee
7,000 6,000
Additional fee for Senior
Independent Director
1,500 1,500
Total aggregate annual
fees that can be paid to the
Directors in any year under the
Directors' Remuneration Policy,
as set out in the Company's
Articles of Association
250,000 250,000
Annual report on remuneration
An ordinary resolution for the approval of this report
will be put to the members at the forthcoming
Annual General Meeting.
The law requires the Company’s Auditor to audit
certain disclosures provided in this report. Where
disclosures have been audited, they are indicated
as such. The Auditor’s opinion is included in the
Independent Auditor’s Report on pages 63 to 70.
Statement of voting at Annual General Meeting
At the last Annual General Meeting, of the
proxy votes received in respect of the Directors’
remuneration report, 99.6% were in favour, 0.2%
were against and votes withheld were 0.2%. At the
last Annual General Meeting at which the Directors’
Remuneration Policy was considered (September
2023), 99.7% of the proxy votes received were in
favour, 0.2% were against and 0.1% votes were
withheld.
59
Baillie Gifford UK Growth Trust plc
Where fees or taxable benefits for a Director were nil in the prior year, the year on year movement has been noted as ‘n/a’. Due to Covid-19 restrictions,
there was no travel for the financial year to 30 April 2021, impacting the movement in the year to 30 April 2022. In person Board and committee meetings
resumed partway through the financial year to 30April2022.
Name
2026
fees
%
2026
taxable
benefits
%
2025
fees
%
2025
taxable
benefits
%
2024
fees
%
2024
taxable
benefits
%
2023
fees
%
2023
taxable
benefits
%
2022
fees
%
2022
taxable
benefits
%
Carolan Dobson
(retired 4 September 2024)
n/a n/a (87.5) (80.8) 4.7 102.0 5.7 294.7 1.6 n/a
Ruary Neill 3.2 (4.1) – (3.8) 2.9 2.6 6.4 2,115.3 6.5 n/a
Seema Paterson
(appointed 2 January 2025)
213.4 460.0 n/a n/a n/a n/a n/a n/a n/a n/a
Cathy Pitt
(appointed 5 August 2021)
3.3 42.9 – (38.3) 3.1 103.6 43.0 46.6 n/a n/a
Neil Rogan 13.4 3.2 309.9 36.8 n/a n/a n/a n/a n/a n/a
Andrew Westenberger
5.7 136.2 – (62.8) 5.7 27. 4 7. 8 659.8 1.7 n/a
Annual Percentage Change in Remuneration
This represents the annual percentage change in the remuneration paid to the Directors.
Name
2026
fees
£
2026
taxable
benefits *
£
2026
total
£
2025
fees
£
2025
taxable
benefits *
£
2025
total
£
Carolan Dobson
(retired 4 September 2024)
– – – 5,312 1,010 6,322
Ruary Neill 32,500 2,600 35,100 31,500 2,710 34,210
Seema Paterson
(appointed 2 January 2025)
31,000 2,139 33,139 9,891 382 10,273
Cathy Pitt 31,000 3,527 34,527 30,000 2,468 32,468
Neil Rogan 46,500 2,819 49,319 40,990 2,732 43,722
Andrew Westenberger
37,000 3,682 40,682 35,000 1,559 36,559
178,000 14,767 192,767 152,693 10,861 163,554
Directors’ Remuneration for the Year (audited)
The Directors who served during the year received the following remuneration in the form of fees and
taxable benefits. This represents the entire remuneration paid to the Directors.
* Comprises expenses incurred by Directors in the course of travel to attend Board and Committee meetings held at the normal place of business.
These amounts have been grossed up for applicable income tax and national insurance.
Governance report
Annual Report and Financial Statements 2026
60
Source: LSEG and relevant underlying index providers.
See disclaimer on page 99.
All figures are total returns (assuming net dividends are reinvested).
See Glossary of Terms and Alternative Performance Measures on
pages 100 to 102.
Past performance is not a guide to future performance.
Name
Nature of
interest
Ordinary 25p
shares held
at 30 April
2026
Ordinary 25p
shares held
at 30 April
2025
Ruary Neill Beneficial 36,707 36,707
Seema Paterson
(appointed
2January
2025)
Beneficial 10,000 10,000
Cathy Pitt Beneficial 21,501 16,487
Neil Rogan Beneficial 135,607 84,861
Andrew
Westenberger
Beneficial 20,000 20,000
Directors’ Interests (audited)
The Directors at the end of the year under review,
and their interests in the Company, are shown in
the following table. There have been no changes
intimated in the Directors’ interests up to 23 June
2026.
2026
£’000
2025
£’000
Change
%
Directors’ remuneration 193 164 17.7%
Dividends 7,082 8,111 (12.7%)
Relative importance of spend on Pay
The table below shows the actual expenditure during
the year in relation to Directors’ remuneration and
distributions to shareholders.
Company performance
The following graph compares the share price
total return (assuming all dividends are reinvested)
to ordinary shareholders compared with the
total shareholder return on a notional investment
made up of shares in the component parts of the
FTSE All-Share Index. This index was chosen for
comparison purposes as it is a widely used measure
of performance for UK listed companies and also
the index against which the Company measures its
performance.
Performance graph
(figures rebased to 100 at 30 April 2016)
Approval
The Directors’ remuneration report on pages 57
to 60 was approved by the Board of Directors
andsigned on its behalf on 25 June 2026.
Ruary Neill
Remuneration Committee Chairman
100
150
20
0
250
BG UK Growth Share Price FTSE All-Share Index
2026
20242022202020182016
61
Baillie Gifford UK Growth Trust plc
Statement of
Directors’ responsibilities
The Directors are responsible for preparing
the Annual Report and Financial Statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare
Financial Statements for each financial year. Under
that law they have elected to prepare the Financial
Statements in accordance with applicable law and
United Kingdom Accounting Standards, comprising
Financial Reporting Standard 102 the Financial
Reporting Standard Applicable in the UK and
Republic of Ireland (‘FRS 102’). Under company
law the Directors must not approve the Financial
Statements unless they are satisfied that they give
a true and fair view of the state of affairs of the
Company and of its profit or loss for that year. In
preparing these Financial Statements, the Directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• state whether applicable United Kingdom
Accounting Standards, comprising FRS 102, have
been followed, subject to any material departures
disclosed and explained in the Financial
Statements;
• make judgements and accounting estimates that
are reasonable and prudent; and
• prepare the Financial Statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the Company and enable them to ensure
that the Financial Statements and the Directors’
remuneration report comply with the Companies
Act 2006. They are responsible for such internal
control as they determine is necessary to enable
the preparation of financial statements that are free
from material misstatement, whether due to fraud
or error, and have general authority for taking such
steps as are reasonably open to them to safeguard
the assets of the Company and to prevent and
detect fraud and other irregularities.
Under applicable laws 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 Directors have delegated responsibility to
the Managers for the maintenance and integrity
of the Company’s page of the Managers’ website.
Legislation in the United Kingdom governing
the preparation and dissemination of Financial
Statements may differ from legislation in other
jurisdictions.
Responsibility statement of the Directors in
respect of the annual financial report
We confirm that, to the best of our knowledge:
• the Financial Statements, prepared in accordance
with the applicable set of accounting standards,
give a true and fair view of the assets, liabilities,
financial position and net return of the Company;
• the Strategic report includes a fair review of the
development and performance of the business
and the position of the issuer, together with a
description of the principal risks and uncertainties
they face; and
• the Annual Report and Financial Statements taken
as a whole, is fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company’s position
and performance, business model and strategy.
On behalf of the Board
Neil Rogan
25 June 2026
Notes
The following notes relate to financial statements published on a website and are not included in the printed version of the Annual
Report and Financial Statements:
• The maintenance and integrity of the Baillie Gifford & Co website is the responsibility of Baillie Gifford & Co; the work carried out by
the auditors does not involve consideration of these matters and accordingly, the auditors accept no responsibility for any changes
that may have occurred to the financial statements since they were initially presented on the website.
• Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in
other jurisdictions.
Financial
report
The Financial Statements for the
year to 30 April 2026 are set
out on pages 62 to 87 and have
been prepared in accordance with
FRS102 ‘The Financial Reporting
Standard applicable in the UK
andRepublic of Ireland’.
63
Baillie Gifford UK Growth Trust plc
Independent
auditor’s report
to the members of Baillie Gifford UK Growth Trust plc
Opinion
We have audited the financial statements of Baillie
Gifford UK Growth Trust plc (‘the Company’) for
the year ended 30 April 2026 which comprise the
Income statement, the Balance sheet, the Statement
of changes in equity, the cash flow statement, and
the related notes 1 to 19, including a summary
of significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and United Kingdom
Accounting Standards including FRS 102 “The
Financial Reporting Standard applicable in the UK
and Republic of Ireland” (United Kingdom Generally
Accepted Accounting Practice).
In our opinion, the financial statements:
• give a true and fair view of the Company’s affairs
as at 30 April 2026 and of its profit for the year
then ended;
• have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting
Practice; and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report. We believe that the
audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We are independent of the Company in accordance
with the ethical requirements that are relevant to our
audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to public
interest entities, and we have fulfilled our other
ethical responsibilities in accordance with these
requirements.
The non-audit services prohibited by the FRC’s
Ethical Standard were not provided to the Company
and we remain independent of the Company in
conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have
concluded that the Directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate. Our evaluation
of the Directors’ assessment of the Company’s
ability to continue to adopt the going concern basis
of accounting included:
• Confirming our understanding of the Company’s
going concern assessment process by engaging
with the Directors and the Company Secretary to
determine if all key factors that we have become
aware of during our audit were considered in their
assessment.
• Inspecting the Directors’ assessment of going
concern, including the revenue forecast, for the
period to 30 June 2027 which is at least twelve
months from the date the financial statements
are authorised for issue. In preparing the revenue
forecast, the Company has concluded that it is
able to continue to meet its ongoing costs as they
fall due.
Financial report
Annual Report and Financial Statements 2026
64
• Reviewing the factors and assumptions, including
the impact of the current economic environment,
as applied to the revenue forecast and the liquidity
assessment of the investments. We considered
the appropriateness of the methods used to
calculate the revenue forecast and the liquidity
assessment and determined, through testing
of the methodology and calculations, that the
methods, inputs and assumptions utilised were
appropriate to be able to make an assessment for
the Company.
• Assessing the risk of breaching the debt
covenants as a result of a reduction in the value
of the Company’s portfolio. We independently
calculated the Company’s compliance with debt
covenants, and we performed reverse stress
testing in order to identify what factors would lead
to the Company breaching the financial covenants.
• Consideration of the mitigating factors included in
the revenue forecasts that are within the control
of the Company. We reviewed the Company’s
assessment of the liquidity of investments held
and evaluated the Company’s ability to sell those
investments in order to cover working capital
requirements should revenue decline significantly.
• Review of the Company’s going concern
disclosures included in the annual report in order
to assess that the disclosures were appropriate
and in conformity with the reporting standards.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may
cast significant doubt on the Company’s ability to
continue as a going concern for a period to 30 June
2027 which is at least twelve months from when the
financial statements are authorised for issue.
In relation to the Company’s reporting on how they
have applied the UK Corporate Governance Code,
we have nothing material to add or draw attention to
in relation to the Directors’ statement in the financial
statements about whether the Directors considered
it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the
Directors with respect to going concern are described
in the relevant sections of this report. However,
because not all future events or conditions can be
predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
Overview of our audit approach
Key audit matters • Risk of incomplete or inaccurate
revenue recognition
• Risk of incorrect valuation or
ownership of the investment portfolio
Materiality • Overall materiality of £2.46m which
represents 1% of shareholders’ funds.
65
Baillie Gifford UK Growth Trust plc
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for the
Company. This enables us to form an opinion on
the financial statements. We take into account
size, risk profile, the organisation of the Company
and effectiveness of controls, the potential impact
of climate change and changes in the business
environment when assessing the level of work
to be performed. All audit work was performed
directly by the audit engagement team and our
valuationspecialists.
Climate change
Stakeholders are increasingly interested in how
climate change will impact companies. The
Company has determined that the most significant
future impacts from climate change on its operations
will be from how climate change could affect the
Company’s investments and overall investment
process. These are explained on page 31 in the
principal and emerging risks section. This disclosure
forms part of the “Other information” rather than
the audited financial statements. Our procedures
on these unaudited disclosures therefore consisted
solely of considering whether they are materially
inconsistent with the financial statements or our
knowledge obtained in the course of the audit or
otherwise appear to be materially misstated, in line
with our responsibilities on “Other information”.
Our audit effort in considering the impact of climate
change on the financial statements was focused
on the adequacy of the Company’s disclosures
in the financial statements as set out in note 1(a)
and concluded that there was no further impact of
climate change to be taken into account as in line
with FRS 102, the Company’s listed investments are
valued at fair value, determined by quoted bid prices
for investments in active markets at the balance
sheet date and therefore reflect market participants’
view of climate change risk. The unlisted investment
has been valued with reference to a recent
transaction price which reflects market participants’
view of climate change risk.
We also challenged the Directors’ considerations of
climate change in their assessment of viability and
associated disclosures.
Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed
risks of material misstatement (whether or not due
to fraud) that we identified. These matters included
those which had the greatest effect on: the overall
audit strategy, the allocation of resources in the
audit; and directing the efforts of the engagement
team. These matters were addressed in the context
of our audit of the financial statements as a whole,
and in our opinion thereon, and we do not provide a
separate opinion on these matters.
Financial report
Annual Report and Financial Statements 2026
66
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Incomplete or inaccurate revenue
recognition
as described on page 56 in the Audit
Committee Report and as per the
accounting policy set out on page 76).
The total revenue for the year ended
30April 2026 was £8.89m (2025:
£8.89m), consisting of dividend income
from listed equity investments.
There is a risk of incomplete or inaccurate
recognition of revenue through the failure
to recognise proper income entitlements
or to apply an appropriate accounting
treatment.
Additionally, in accordance with the AIC
SORP, special dividends received by the
Company can be included in either the
revenue or capital columns of the Income
Statement depending on the commercial
circumstances behind the payments.
We obtained an understanding of Baillie
Gifford’s (The “Manager”) processes and
controls surrounding revenue recognition
by performing walkthrough procedures to
evaluate the design and implementation
ofcontrols.
For all dividends received and accrued,
we recalculated the dividend income by
multiplying the investment holdings at
the ex-dividend date, per the accounting
records, by the dividend per share, agreed
to an independent data vendor. We also
agreed the dividend receipts and accrued
dividends, where received, to bank
statements.
To test completeness of recorded income,
we verified that all expected dividends for
investee companies held during the year
were recorded, based on investee company
announcements from an independent
datavendor.
For all dividends accrued at the year end,
we reviewed investee announcements to
confirm whether the entitlement arose prior
to 30 April 2026.
For all investments held during the year, we
inspected the type of dividends paid with
reference to an external data vendor to
identify those which were special dividends.
We confirmed that the Company received
four special dividends during the year. For
a sample of special dividends, we assessed
the appropriateness of management’s
classification as revenue by reviewing the
underlying distribution rationale.
The results of our procedures identified
no material misstatement in relation
to incomplete or inaccurate revenue
recognition.
67
Baillie Gifford UK Growth Trust plc
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Incorrect valuation or ownership of the
investment portfolio
as described on page 56 in the Audit
Committee Report and as per the
accounting policy set out on page 76).
The valuation of the investment portfolio
as at 30 April 2026 was £266.76m (2025:
£282.96m) consisting of listed equities
with an aggregate value of £260.13m
(2025: £279.20m), and an unlisted equity
investment amounting to £6.63m (2025:
£3.76m).
The valuation of the assets held in the
investment portfolio is the key driver of
the Company’s net asset value and total
return. Incorrect investment pricing, or a
failure to maintain proper legal title to the
investments held by the Company could
have a significant impact on the portfolio
valuation and the return generated for
shareholders.
The fair value of listed investments is
determined using quoted bid prices at
close of business on the reporting date.
The unlisted investment is valued at fair
value by the Directors following a detailed
review and appropriate challenge of the
valuations proposed by the Manager.
The unlisted investment policy applies
methodologies consistent with the
International Private Equity and Venture
Capital Valuation (“IPEV”) guidelines.
The valuation of the unlisted investment,
and the resultant impact on the unrealised
gains/(losses) is the area requiring the
most significant judgement and estimation
in preparation of the financial statements.
We obtained an understanding of the
Manager’s processes and controls
surrounding investment valuation and
legal title, including an understanding of
the operation of the Directors’ process for
review of the unlisted investment valuation,
by performing walkthrough procedures to
evaluate the design and implementation of
controls.
For all listed investments in the portfolio, we
have compared the market prices applied
to an independent pricing vendor and
recalculated the investment valuations as at
the year end.
We have inspected the stale pricing reports
produced by the Manager and performed an
independent review to identify prices that
have not changed within five business days,
verifying whether the listed price represents a
valid fair value. We did not identify any listed
investments with stale prices.
For the unlisted investment held as at the
year-end we utilised our specialist valuation
team to review and challenge the valuation.
This included:
• Reviewing the valuation papers prepared
by the Manager as at the year end;
• Assessing whether the valuation has been
performed in line with the IPEV guidelines;
• Assessing whether the valuation has
been performed in accordance with the
accounting policy;
• Assessing the appropriateness of the
underlying data inputs with reference to
external sources where appropriate and
challenging the assumptions applied in the
valuation;
• Assessing other facts and circumstances,
such as market movement and
comparative company information that
have an impact on the fair market value of
the unlisted investment; and
• Determining an independent fair value
range for the valuation and assessing
whether Management’s valuation is within
this range.
We recalculated the unrealised gains/losses
on investments as at the year-end using the
book-cost reconciliation.
We compared the Company’s investment
holdings as at 30 April 2026 to an
independent confirmation received directly
from the Company’s Custodian.
The results of our procedures identified
no material misstatement in relation
to the risk of incorrect valuation or
ownership of the investment portfolio.
Financial report
Annual Report and Financial Statements 2026
68
Our application of materiality
We apply the concept of materiality in planning and
performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably
be expected to influence the economic decisions
of the users of the financial statements. Materiality
provides a basis for determining the nature and
extent of our audit procedures.
We determined materiality for the Company to be
£2.46 million (2025: £2.60 million), which is 1%
(2025: 1%) of shareholders’ funds. We believe that
shareholders’ funds provides us with a materiality
aligned to the key measure of the Company’s
performance.
Performance materiality
The application of materiality at the individual
account or balance level. It is set at an amount to
reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with
our assessment of the Company’s overall control
environment, our judgement was that performance
materiality was 75% (2025: 75%) of our planning
materiality, namely £1.84m (2025: £1.95m). We have
set performance materiality at this percentage due
to our experience of working with the Company that
indicates a lower risk of material misstatement, both
corrected and uncorrected.
Given the importance of the distinction between
revenue and capital for investment trusts, we have
applied a separate testing threshold for the revenue
column of the Income Statement of £0.37m (2025:
£0.37m), being 5% of the net revenue return on
ordinary activities before taxation.
Reporting threshold
An amount below which identified misstatements
are considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in
excess of £0.12m (2025: £0.13m), which is set at
5% of planning materiality, as well as differences
below that threshold that, in our view, warranted
reporting on qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality
discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor’s report thereon. The
Directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not
express any form of assurance conclusion thereon.
Our responsibility is to read the other information
and, in doing so, consider whether the other
information is materially inconsistent with the
financial statements or our knowledge obtained in
the course of the audit or otherwise appears to be
materially misstated. If we identify such material
inconsistencies or apparent material misstatements,
we are required to determine whether this gives
rise to a material misstatement in the financial
statements themselves. If, based on the work we
have performed, we conclude that there is a material
misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion the part of the Directors’ remuneration
report to be audited has been properly prepared in
accordance with the Companies Act 2006.
In our opinion, based on the work undertaken in the
course of the audit:
• the information given in the strategic report and
the Directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
• the strategic report and Directors’ reports have
been prepared in accordance with applicable legal
requirements.
69
Baillie Gifford UK Growth Trust plc
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of
the Company and its environment obtained in the
course of the audit, we have not identified material
misstatements in the strategic report or Directors’
report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
• the financial statements and the part of the
Directors’ Remuneration Report to be audited are
not in agreement with the accounting records and
returns; or
• certain disclosures of Directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Corporate Governance Statement
We have reviewed the Directors’ statement in
relation to going concern, longer-term viability and
that part of the Corporate Governance Statement
relating to the Company’s compliance with the
provisions of the UK Corporate Governance Code
specified for our review by the UK Listing Rules.
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement is
materially consistent with the financial statements or
our knowledge obtained during the audit:
• Directors’ statement with regards to the
appropriateness of adopting the going concern
basis of accounting and any material uncertainties
identified set out on page 53;
• Directors’ explanation as to its assessment of the
Company’s prospects, the period this assessment
covers and why the period is appropriate set out
on page 34;
• Directors’ statement on whether it has a
reasonable expectation that the Company will
be able to continue in operation and meets its
liabilities set out on page 53;
• Directors’ statement on fair, balanced and
understandable set out on page 61;
• Board’s confirmation that it has carried out a
robust assessment of the emerging and principal
risks set out on pages 30 to 33;
• The section of the annual report that describes the
review of effectiveness of risk management and
internal control systems set out on pages 51 and
52; and;
• The section describing the work of the audit
committee set out on pages 55 and 56.
Responsibilities of Directors
As explained more fully in the Directors’
responsibilities statement set out on page 61, the
Directors are responsible for the preparation of the
financial statements and for being satisfied that they
give a true and fair view, and for such internal control
as the Directors determine is necessary to enable
the preparation of financial statements that are free
from material misstatement, whether due to fraud
orerror.
In preparing the financial statements, the Directors
are responsible for assessing the Company’s
ability to continue as a going concern, disclosing,
as applicable, matters related to going concern
and using the going concern basis of accounting
unless the Directors either intend to liquidate the
Company or to cease operations, or have no realistic
alternative but to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due to
fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
Financial report
Annual Report and Financial Statements 2026
70
Explanation as to what extent the audit
was considered capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect irregularities, including fraud.
Therisk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting
one resulting from error, as fraud may involve
deliberate concealment by, for example, forgery
or intentional misrepresentations, or through
collusion. The extent to which our procedures are
capable of detecting irregularities, including fraud is
detailedbelow.
However, the primary responsibility for the
prevention and detection of fraud rests with both
those charged with governance of the Company and
management.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to the
Company and determined that the most significant
are United Kingdom Generally Accepted
Accounting Practice, the Companies Act 2006,
the Listing Rules, UK Corporate Governance
Code, the Association of Investment Companies’
Code and Statement of Recommended Practice,
Section 1158 of the Corporation Tax Act 2010
and The Companies (Miscellaneous Reporting)
Regulations2018.
• We understood how the Company is complying
with those frameworks through discussions with
the Audit Committee and Company Secretary
and review of Board minutes and the Company’s
documented policies and procedures.
• We assessed the susceptibility of the Company’s
financial statements to material misstatement,
including how fraud might occur by considering
the key risks impacting the financial statements.
We identified a fraud risk with respect to the
incorrect valuation of the unlisted investment and
the resultant impact on unrealised gains/(losses).
Further discussion of our approach is set out in the
section on key audit matters above.
• Based on this understanding we designed our
audit procedures to identify non-compliance
with such laws and regulations. Our procedures
involved review of the reporting to the Directors
with respect to the application of the documented
policies and procedures and review of the financial
statements to ensure compliance with the
reporting requirements of the Company.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities.
Thisdescription forms part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the audit
committee, we were appointed by the Company on
5 August 2020 to audit the financial statements
for the year ended 30 April 2021 and subsequent
financial periods.
• The period of total uninterrupted engagement
including previous renewals and reappointments is
six years, covering the years ending 30 April 2021
to 30 April 2026.
• The audit opinion is consistent with the additional
report to the audit committee.
Use of our report
This report is made solely to the Company’s
members, as a body, in accordance with Chapter3
of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state
to the Company’s members those matters we are
required to state to them in an auditor’s report and
for no other purpose. To the fullest extent permitted
by law, we do not accept or assume responsibility to
anyone other than the Company and the Company’s
members as a body, for our audit work, for this
report, or for the opinions we have formed.
Jennifer Rogan
for and on behalf of Ernst & Young LLP,
Statutory Auditor
Edinburgh
25 June 2026
71
Baillie Gifford UK Growth Trust plc
Income
statement
for the year ended 30 April 2026 (with comparatives for the year ended 30 April 2025)
Dividends declared in respect of the financial year ended 30 April 2026 amount to 6.20p (2025 – 5.70p). Further information on dividend distributions can
be found in note 8 on page 79.
The total column of this statement is the profit and loss account of the Company. The supplementary revenue and capital return columns
are prepared under guidance published by the Association of Investment Companies.
All revenue and capital items in this statement derive from continuing operations.
A Statement of Comprehensive Income is not required as all gains and losses of the Company have been reflected in the above statement.
The accompanying notes on pages 75 to 87 are an integral part of the Financial Statements.
For the year ended 30 April
Notes
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Gains/(losses) on investments 9 – 29,108 29,108 – 11,412 11,412
Currency gains/(losses) – 4 4 – (48) (48)
Income 2 8,885 – 8,885 8,893 – 8,893
Gross Return 8,885 29,112 37,997 8,893 11,364 20,257
Investment management fee 3 (401) (935) (1,336) (433) (1,010) (1,443)
Other administrative expenses 4 (677) – (677) (598) – (598)
Net return before finance costs
and taxation
7,807 28,177 35,984 7,862 10,354 18,216
Finance costs of borrowings 5 (374) (873) (1,247) (394) (919) (1,313)
Net return on ordinary activities
before taxation
7,433 27,304 34,737 7,468 9,435 16,903
Tax on ordinary activities 6 – – – – – –
Net return of ordinary activities
after taxation
7,433 27,304 34,737 7,468 9,435 16,903
Net return per ordinary share 7 6.23p 22.89p 29.12p 5.32p 6.72p 12.04p
Financial report
Annual Report and Financial Statements 2026
72
Balance
sheet
as at 30 April 2026 (with comparatives as at 30 April 2025)
As at 30 April
Notes
2026
£’000
2026
£’000
2025
£’000
2025
£’000
Fixed assets
Investments held at fair value through profit or loss 9 266,763 282,957
Current assets
Debtors 10 2,146 1,776
Cash and cash equivalents 18 1,883 823
4,029 2,599
Creditors
Amounts falling due within one year 11 (25,207) (25,469)
Net current liabilities (21,178) (22,870)
Net assets 245,585 260,087
Capital and reserves
Share capital 12 40,229 40,229
Share premium account 13 11,664 11,664
Capital redemption reserve 13 19,759 19,759
Warrant exercise reserve 13 417 417
Share purchase reserve 13 – 17,522
Capital reserve 13 155,612 152,943
Revenue reserve 13 17,904 17,553
Shareholders’ funds 245,585 260,087
Net asset value per ordinary share* 14 226.7p 201.2p
The Financial Statements of Baillie Gifford UK Growth Trust plc (Company registration number 2894077)
were approved and authorised for issue by the Board and were signed on 25 June 2026.
Neil Rogan
Chairman
* See Glossary of Terms and Alternative Performance Measures on pages 100 to 102.
The accompanying notes on pages 75 to 87 are an integral part of the Financial Statements.
73
Baillie Gifford UK Growth Trust plc
Statement of
changes in equity
The accompanying notes on pages 75 to 87 are an integral part of the Financial Statements.
For the year ended 30 April 2026
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Warrant
exercise
reserve
£’000
Share
purchase
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds
at 1 May 2025
40,229 11,664 19,759 417 17,522 152,943 17,553 260,087
Ordinary shares bought
back into treasury
12
– – – – (17,522) (24,635) – (42,157)
Dividends paid during
the year
8
– – – – – – (7,082) (7,082)
Net return on ordinary
activities after taxation
7
– – – – – 27,304 7,433 34,737
Shareholders’ funds
at 30 April 2026
40,229 11,664 19,759 417 – 155,612 17,904 245,585
For the year ended 30 April 2025
Notes
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Warrant
exercise
reserve
£’000
Share
purchase
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
Shareholders’ funds
at 1 May 2024
40,229 11,664 19,759 417 49,380 143,508 18,196 283,153
Ordinary shares bought
back into treasury
12
– – – – (31,858) – – (31,858)
Dividends paid during
the year
8
– – – – – – (8,111) (8,111)
Net return on ordinary
activities after taxation
7
– – – – – 9,435 7,468 16,903
Shareholders’ funds
at 30 April 2025
40,229 11,664 19,759 417 17,522 152,943 17,553 260,087
Financial report
Annual Report and Financial Statements 2026
74
Cash flow
statement
* Cash from operations includes dividends received of £8,464,000 (2025 – £8,693,000) and £34,000 deposit interest (2025 – £82,000).
† Cash and cash equivalents represents cash at bank and short-term deposits repayable on demand.
The accompanying notes on pages 75 to 87 are an integral part of the Financial Statements.
For the year ended 30 April 2026 (with comparatives for the year ended 30 April 2025)
Notes
2026
£’000
2026
£’000
2025
£’000
2025
£’000
Cash flows from operating activities
Net return on ordinary activities before taxation 34,737 16,903
Adjustments to reconcile company profit before tax to net cash flow from operating activities
Net (gains)/losses on investments 9 (29,108) (11,412)
Currency (gains)/losses (4) 48
Finance costs of borrowings 1,247 1,313
Other capital movements
Changes in debtors (371) (126)
Changes in creditors 1 (96)
Cash from operations* 6,502 6,630
Interest paid (1,214) (1,284)
Net cash inflow from operating activities 5,288 5,346
Cash flows from investing activities
Acquisitions of investments (15,196) (7,944)
Disposals of investments 60,498 33,581
Net cash inflow/(outflow) from investing activities 45,302 25,637
Cash flows from financing activities
Bank loan drawn down – 8,000
Equity dividends paid 8 (7,082) (8,111)
Ordinary shares bought back into treasury and stamp duty
thereon
12 (42,452) (31,918)
Net cash inflow/(outflow) from financing activities (49,534) (32,029)
Increase/(decrease) in cash and cash equivalents 1,056 (1,046)
Exchange movements 4 (48)
Cash and cash equivalents at start of year 15 823 1,917
Cash and cash equivalents at end of year
†
15
1,883 823
75
Baillie Gifford UK Growth Trust plc
Notes to the
Financial Statements
01 Significant accounting policies
The Financial Statements for the year to 30 April 2026 have
been prepared in accordance with FRS 102 ‘The Financial
Reporting Standard applicable in the UK and Republic of
Ireland’ on the basis of the accounting policies set out below
which are consistent with those applied for the year ended
30 April 2025.
a. Basis of accounting
All of the Company’s operations are of a continuing
nature and the Financial Statements are prepared on a
going concern basis under the historical cost convention,
modified to include the revaluation of fixed asset
investments at fair value through profit or loss and on the
assumption that approval as an investment trust under
section 1158 of the Corporation Tax Act 2010 and the
Investment Trust (Approved Company) (Tax) Regulations
2011 will be retained. The Board has, in particular,
considered recent heightened geopolitical tensions
and conflicts and macroeconomic concerns, including
increased inflation and interest rates. It has reviewed the
results of specific leverage and liquidity stress testing,
but does not believe the Company’s going concern status
is affected. The Company’s assets, which are primarily
investments in quoted securities and are readily realisable
(Level1) exceed its liabilities significantly and could be
sold to repay borrowings if required.
All borrowings require the prior approval of the Board.
Gearing levels and compliance with loan covenants are
reviewed by the Board on a regular basis. The Royal Bank
of Scotland International Limited one year revolving credit
facility which was due for repayment in July 2025 was
replaced with a £30 million unsecured revolving credit
loan facility with BNY Limited as shown in note 11 on
page81.
The Company has continued to comply with the
investment trust status requirements of section 1158 of
the Corporation Tax Act 2010 and the Investment Trust
(Approved Company) Regulations 2011.
In accordance with the Company’s Articles of Association,
shareholders have the right to vote on the continuation
of the Company every five years, the next regular vote
being at the Annual General Meeting to be held in 2029.
In addition, the Board have implemented an additional,
ad-hoc continuation vote to be taken at the Annual
General Meeting in 2027.
Accordingly, the Financial Statements have been
prepared on the going concern basis as it is the Directors’
opinion, having assessed the principal and emerging risks
and other matters, as set out in the Viability Statement on
page 34, that the Company will continue in operational
existence until at least 30 June 2027, which is for a period
of at least twelve months from the date of approval of
these Financial Statements.
The Financial Statements have been prepared in
accordance with the Companies Act 2006, applicable
United Kingdom Accounting Standards and with the
AIC’s Statement of Recommended Practice ‘Financial
Statements of Investment Trust Companies and Venture
Capital Trusts’ issued in July 2022. In order to better
reflect the activities of the Company and in accordance
with guidance issued by the AIC, supplementary
information which analyses the profit and loss account
between items of a revenue and capital nature has been
presented in the Income statement.
Financial assets and financial liabilities are recognised in
the Company’s Balance sheet when it becomes a party to
the contractual provisions of the instrument.
In preparing these Financial Statements the Directors
have considered the impact of climate change risk as
a principal risk as set out on page 31. In line with FRS
102 investments are valued at fair value, which for the
Company are quoted bid prices for investments in active
markets at the balance sheet date and therefore reflect
market participants view of climate change risk. The
unlisted investment has been valued in reference to a
recent transaction price which similarly reflects market
participants view of climate change risk.
The Directors consider the Company’s functional
currency to be sterling as the Company’s shareholders
are predominantly based in the UK and the Company
and its investment manager, who are subject to the UK’s
regulatory environment, are also UK based.
The Company has only one material segment being that
of an investment trust company investing in a portfolio of
long term investments.
Financial report
Annual Report and Financial Statements 2026
76
01 Significant accounting policies (continued)
b. Significant accounting estimates and judgements
The preparation of the Financial Statements requires
theuse of estimates, assumptions and judgements.
Theseestimates, assumptions and judgements affect
thereported amounts and liabilities, at the reporting
date. While estimates are based on best judgement
usinginformation and financial data available, the
actualoutcome may differ from these estimates.
Thekeysources of estimation and uncertainty relate
tothe assumptions used in the determination of the fair
value of the unlisted investment.
Judgements
The Directors consider that the preparation of the
Financial Statements involves the key judgements in
relation to the fair valuation of the unlisted investment.
The key judgements in the fair valuation process are:
i. the Managers’ determination of the appropriate
application of the International Private Equity and
Venture Capital Guidelines 2022 (‘IPEV Guidelines’)
toeach unlisted investment; and
ii. the Directors’ consideration of whether each fair
value is appropriate following detailed review and
challenge. The judgement applied in the selection of
the methodology used for determining the fair value of
each unlisted investment can have a significant impact
upon the valuation.
Estimates
The key estimate in the Financial Statements is the
determination of the fair value of the unlisted investment
by the Managers for consideration by the Directors. This
estimate is key as it significantly impacts the valuation
of the unlisted investment at the Balance sheet date.
The fair valuation process involves estimation using
subjective inputs that are unobservable (for which
market data is unavailable). A sensitivity analysis of the
unlisted valuation is included in note 18 to the financial
statements. The main estimates involved in the selection
of the valuation process inputs are:
i. the selection of appropriate comparable companies to
assist with the valuation validation or the application
of valuation adjustments. Comparable companies are
chosen on the basis of their business characteristics
and growth patterns; and
ii. the estimation of the probability assigned to an exit
being through an initial public offering (‘IPO’) or a
company sale.
c. Investments
The Company’s investments are classified as held at fair
value through profit and loss in accordance with sections
11 and 12 of FRS 102.
Purchases and sales of investments are recognised on a
trade date basis.
Upon initial recognition investments in securities are
recognised at fair value, which is transaction value.
Subsequently, investments are included at fair value
which are quoted bid prices for investments traded in
active markets. Changes in the fair value of investments
and gains and losses on disposal are recognised as capital
items in the Income statement.
Unlisted investments are valued at fair value following
a detailed review and appropriate challenge of the
valuations. The Managers’ unlisted investment policy
applies methodologies consistent with the International
Private Equity and Venture Capital Valuation guidelines
(‘IPEV’). These methodologies can be categorised
asfollows: (a) market approach (multiples, industry
valuation benchmarks and available market prices);
(b) income approach (discounted cash flows); and
(c) replacement cost approach (net assets). The
valuation process recognises also, as stated in the IPEV
Guidelines, that the price of a recent investment may be
an appropriate starting point for estimating fair value,
however it should be evaluated using the techniques
described above.
d. Cash and cash equivalents
Cash and cash equivalents include cash in hand and
deposits repayable on demand. Deposits are repayable
on demand if they can be withdrawn at any time without
notice and without penalty or if they have a maturity or
period of notice of not more than one working day.
e. Income
i. Income from equity investments is brought into
accounton the date on which the investments are
quoted ex-dividend or, where no ex-dividend date is
quoted, when the Company’s right to receive payment
is established.
ii. Special dividends are treated as repayments of
capitalor income depending on the facts of each
particular case.
iii. Interest receivable/payable on bank deposits is
recognised on an accruals basis.
iv. If scrip is taken in lieu of dividends in cash, the net
amount of the cash dividend declared is credited to the
revenue account. Any excess in the value of the shares
received over the amount of the cash dividend foregone
is recognised as capital.
f. Expenses
All expenses are accounted for on an accruals basis.
Expenses are charged through the revenue account
except as follows:
i. Where they relate directly to the acquisition or disposal
of an investment, in which case they are charged to
capital. These expenses are commonly referred to as
transaction costs and comprise brokerage commission
and stamp duty.
ii. The management fee is allocated 30% to revenue
and 70% to capital in line with the Board’s expected
long-term split of revenue and capital return from the
Company’s investment portfolio.
g. Borrowings and finance costs
Finance costs are accounted for on an accruals basis.
Finance costs are allocated 30% to revenue and 70%
to capital in line with the Board’s expected long-term
split of revenue and capital return from the Company’s
investment portfolio.
77
Baillie Gifford UK Growth Trust plc
02 Income
2026
£’000
2025
£’000
Income from investments
UK dividends 7,318 7,282
Overseas dividends 1,533 1,529
Other income
Deposit interest 34 82
Total income 8,885 8,893
Special dividends received in the year amounted to £1,663,000 (2025 – £1,303,000) with £1,663,000 (2025 – £1,303,000)
classified to revenue and nil (2025 – nil) classified to capital.
03 Investment management fee
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Investment management fee 401 935 1,336 433 1,010 1,443
Details of the Investment Management Agreement are disclosed on page 42. Baillie Gifford & Co Limited’s annual management
fee is 0.5% of net asset value, calculated on a quarterly basis.
01 Significant accounting policies (continued)
h. Deferred taxation
In accordance with FRS 102, deferred taxation is provided
on all timing differences which have originated but not
reversed by the Balance sheet date, calculated on a non-
discounted basis at the tax rates expected to apply when
the timing differences reverse, based on what has been
enacted or substantially enacted, relevant to the benefit
or liability. Deferred tax assets are recognised only to
the extent that it is more likely than not that there will be
taxable profits from which underlying timing differences
can be deducted.
i. Value Added Tax (VAT)
Expenses are disclosed inclusive of the related
irrecoverable VAT.
j. Dividend Distributions
Final dividends are recognised in the year in which the
dividends are approved by the Company’s shareholders.
k. Share premium account
The balance classified as share premium represents:
• the proceeds of sales of shares held in treasury in
excess of the weighted average purchase price paid by
the Company to repurchase the shares; and
• the excess of the proceeds of issuance of new shares
over the nominal value.
l. Capital redemption reserve
The nominal value of ordinary share capital repurchased
and cancelled is transferred out of the called-up share
capital and into the capital redemption reserve.
m. Warrant exercise reserve
The premium arising on issue of shares where there were
warrants attached was apportioned between shares and
warrants as part of shareholders’ funds on the basis of
the market values of the shares and warrants on the first
day of dealing. The warrant element was referred to as
the warrant reserve. On exercise of these warrants, the
premium relating to the warrants exercised is transferred
from the warrant reserve to a warrant exercise reserve.
n. Share purchase reserve
The costs of repurchasing ordinary shares, including
related stamp duty and transaction costs, are taken
directly to share purchase reserve. Share purchase
transactions are accounted for on a trade date basis.
o. Capital reserve
Gains and losses on disposal of investments, changes in
the fair value of investments held, exchange differences
of a capital nature and the amount by which other assets
and liabilities valued at fair value differ from their book
cost are dealt with in the capital reserve. The sales
proceeds of treasury shares reissued are treated as a
realised profit up to the amount of the weighted average
purchase price of those shares and is transferred to
capital reserves.
p. Revenue reserve
The revenue profit or loss for the year is taken to or from
this reserve. The revenue reserve may be distributed by
way of a dividend.
Financial report
Annual Report and Financial Statements 2026
78
04 Other administrative expenses
2026
£’000
2025
£’000
General administrative expenses 227 201
Custody charges 12 21
Directors’ fees (see Directors’ remuneration report page 59) 178 153
Auditor’s remuneration for audit services* 66 64
Marketing
†
117 89
Depositary fees 32 33
Registrar fees 45 37
677 598
* Includes irrecoverable VAT of £11,000 (2025 – £11,000).
†
The Company is part of a marketing programme which includes all the Investment Trusts managed by the Manager. The
marketing strategy has an ongoing objective to stimulate demand for the Company’s shares. The cost of this marketing strategy
is borne in partnership by the Company and the Manager. The Manager matches the Company’s marketing contribution and
provides the resource to manage and run the programme.
05 Finance costs of borrowings
2026
Revenue
£’000
2026
Capital
£’000
2026
Total
£’000
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
Interest on bank loan 374 873 1,247 394 919 1,313
06 Tax
2026
£’000
2025
£’000
Analysis of charge in year
Tax charge for the year – –
– –
Factors affecting tax charge for year
The tax assessed for the year is lower than the standard rate of corporation tax in the UK of 25%
(2025 – 25%). The differences are explained below:
Net return on ordinary activities before taxation 34,737 16,903
Net return on ordinary activities multiplied by the standard rate of corporation tax in the UK of
25% (2025 – 25%)
8,684 4,226
Effects of:
Capital returns not taxable/allowable (7,278) (2,841)
Income not taxable (2,213) (2,188)
Taxable losses in year not utilised 807 803
Tax charge for the year – –
As an investment trust, the Company’s capital gains are not taxable.
Factors that may affect future tax charges
At 30 April 2026 the Company had surplus management expenses and losses on non-trading loan relationships of £63,355,000
(2025 – £60,128,000) which have not been recognised as a deferred tax asset. This is because the Company is not expected
to generate taxable income in a future period in excess of the deductible expenses of that future period and, accordingly, it is
unlikely that the Company will be able to reduce future tax liabilities through the use of existing surplus expenses.
Due to the Company’s status as an investment trust, and the intention to continue meeting the conditions required to obtain
approval in the foreseeable future, the Company has not provided for deferred tax on any capital gains and losses arising on the
revaluation or disposal of investments.
79
Baillie Gifford UK Growth Trust plc
07 Net return per ordinary share
2026
Revenue
2026
Capital
2026
Total
2025
Revenue
2025
Capital
2025
Total
Net return per ordinary share 6.23p 22.89p 29.12p 5.32p 6.72p 12.04p
Revenue return per ordinary share is based on the net revenue return on ordinary activities after taxation of £7,433,000 (2025 –
£7,468,000), and on 119,294,059 (2025 – 140,340,918) ordinary shares, being the weighted average number of ordinary shares
in issue during each year.
Capital return per ordinary share is based on the net capital gain for the financial year of £27,304,000 (2025 – £9,435,000), and
on 119,294,059 (2025 – 140,340,918) ordinary shares, being the weighted average number of ordinary shares in issue during
each year.
There are no dilutive or potentially dilutive shares in issue.
08 Ordinary dividends
2026 2025
2026
£’000
2025
£’000
Amounts recognised as distributions in the year:
Previous year’s final dividend (paid 12 September 2025)
5.70p 5.60p 7,082 8,111
Also set out below are the total dividends paid and proposed in respect of the financial year, which is the basis on which the
requirements of section 1158 of the Corporation Tax Act 2010 are considered. The revenue available for distribution by way of
dividend for the year is £7,433,000 (2025 – £7,468,000).
2026 2025
2026
£’000
2025
£’000
Dividends paid and payable in respect of the year:
Proposed final dividend (payable 11 September 2026) 6.20p 5.70p 6,716 7,369
09 Fixed assets – investments
Investments in securities are financial assets classified as held at fair value through profit or loss. In accordance with Financial
Reporting Standard 102, the following tables provide an analysis of these investments based on the fair value hierarchy described
below, which reflects the reliability and significance of the information used to measure their fair value.
As at 30 April 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 260,135 – – 260,135
Unlisted preference shares* – – 6,628 6,628
Total financial asset investments 260,135 – 6,628 266,763
As at 30 April 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Listed equities 279,200 – – 279,200
Unlisted preference shares* – – 3,757 3,757
Total financial asset investments 279,200 – 3,757 282,957
* The unlisted preference shares investment represents a holding in Wayve Technologies Ltd.
Financial report
Annual Report and Financial Statements 2026
80
09 Fixed assets – investments (continued)
Fair value hierarchy
The fair value hierarchy used to analyse the basis on which the fair values of financial instruments held at fair value through the
profit and loss account are measured is described below. Fair value measurements are categorised on the basis of the lowest level
input that is significant to the fair value measurement.
Level 1 – using unadjusted quoted prices for identical instruments in an active market;
Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable
(based on market data); and
Level 3 – using inputs that are unobservable (for which market data is unavailable).
The Company’s unlisted investment at 30 April 2026 was valued using the price of a recent transaction. A sensitivity analysis of
the unlisted security’s valuation is on pages 84 and 85.
Listed
securities
£’000
Unlisted
securities *
£’000
2026
total
£’000
2025
total
£’000
Cost of investments held at start of year 268,951 1,516 270,467 300,622
Investment holding gains/(losses) at start of year 10,249 2,241 12,490 (4,032)
Value of investments held at start of year 279,200 3,757 282,957 296,590
Analysis of transactions during the year:
Purchases at cost 15,196 – 15,196 7,944
Sales – proceeds received (60,498) – (60,498) (32,989)
Gains/(losses) on investments 26,237 2,871 29,108 11,412
Value of investments held at end of year 260,135 6,628 266,763 282,957
Cost of investments held at end of year 238,319 1,516 239,835 270,467
Investment holding gains/(losses) at end of year 21,816 5,112 26,928 12,490
Fair value of investments held at end of year 260,135 6,628 266,763 282,957
* The unlisted securities investment represents a holding in Wayve Technologies Ltd. More information can be found in note 18 on page 83.
The Company received proceeds of £60,498,000 (2025 – £32,989,000) from investments sold in the year. The book cost of
these investments when they were purchased was £45,828,000 (2025 – £38,099,000). These investments have been revalued
over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.
Transaction costs of £22,000 (2025 – £32,000) and £27,000 (2025 – £11,000) were suffered on purchases and sales respectively.
2026
£’000
2025
£’000
Net (losses)/gains on investments classified as held at fair value through profit or loss
Gains/(losses) on sale 14,670 (5,110)
Changes in investment holding gains 14,438 16,522
29,108 11,412
10 Debtors
2026
£’000
2025
£’000
Amounts falling due within one year:
Accrued income and prepaid expenses 2,123 1,737
Other debtors and prepayments 23 39
2,146 1,776
None of the above debtors are financial assets designated at fair value through profit or loss. The carrying amount of debtors is a
reasonable approximation of fair value.
81
Baillie Gifford UK Growth Trust plc
11 Creditors – amounts falling due within one year
2026
£’000
2025
£’000
Bank loans 24,350 24,350
Share buybacks awaiting settlement 57 351
Other creditors and accruals 800 768
25,207 25,469
None of the above creditors are financial liabilities held at fair value through profit or loss. Included in other creditors is £307,000
(2025 – £325,000) in respect of the investment management fee.
At 30 April 2026, the Company had a £30 million unsecured revolving credit loan facility with BNY Limited. At 30April 2026,
£24,350,000 was drawn down under this facility. At30 April 2025, £24,350,000 was drawn down under a one year £30million
unsecured revolving credit loan facility with The Royal Bank of Scotland International Limited which expired in July2025.
The main covenant relating to the above loan is that total borrowings shall not exceed 30% of adjusted portfolio value.
Therewere no breaches of loan covenants during the year.
12 Share capital
2026
Number
2026
£’000
2025
Number
2025
£’000
Allotted, called up and fully paid ordinary shares of 25p each 108,325,608 27,081 129,274,810 32,319
Treasury shares of 25p each 52,591,576 13,148 31,642,374 7,910
160,917,184 40,229 160,917,184 40,229
The Company’s shareholder authority permits it to hold shares bought back ‘in treasury’. Under such authority, treasury shares
may be subsequently either sold for cash (at a premium to net asset value per ordinary share) or cancelled. At the Company’s
Annual General Meeting held on 3 September 2025 the Company was granted authority to buy back 18,388,802 ordinary shares.
During the financial year to 30 April 2026, 20,949,202 shares were bought back into treasury at a total cost of £42,157,000
(2025– 17,403,697 shares were bought back into treasury at a total cost of £31,858,000).
In the year to 30 April 2026, no shares were sold from treasury (2025 – no shares were sold from treasury). At 30 April 2026 the
Company had authority to issue or sell from treasury 12,267,376 ordinary shares.
Financial report
Annual Report and Financial Statements 2026
82
13 Capital and reserves
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Warrant
exercise
reserve
£’000
Share
purchase
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 May 2025 40,229 11,664 19,759 417 17,522 152,943 17,553 260,087
Gains/(losses) on
investments
– – – – – 29,108 – 29,108
Ordinary shares bought
back into treasury
– – – – (17,522) (24,635) – (42,157)
Investment management fee
charged to capital
– – – – – (935) – (935)
Finance costs of borrowings
charged to capital
– – – – – (873) – (873)
Other exchange differences – – – – – 4 – 4
Dividends paid in year – – – – – – (7,082) (7,082)
Revenue return on ordinary
activities after taxation
– – – – – – 7,433 7,433
At 30 April 2026 40,229 11,664 19,759 417 – 155,612 17,904 245,585
Share
capital
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Warrant
exercise
reserve
£’000
Share
purchase
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Shareholders’
funds
£’000
At 1 May 2024 40,229 11,664 19,759 417 49,380 143,508 18,196 283,153
Gains/(losses) on
investments
– – – – – 11,412 – 11,412
Ordinary shares bought
back into treasury
– – – – (31,858) – – (31,858)
Investment management fee
charged to capital
– – – – – (1,010) – (1,010)
Finance costs of borrowings
charged to capital
– – – – – (919) – (919)
Other exchange differences – – – – – (48) – (48)
Dividends paid in year – – – – – – (8,111) (8,111)
Revenue return on ordinary
activities after taxation
– – – – – – 7,468 7,468
At 30 April 2025
40,229 11,664 19,759 417 17,522 152,943 17,553 260,087
The capital reserve includes investment holding gains of £26,928,000 (2025 – £12,490,000) as disclosed in note 9. Therevenue
reserve and the capital reserve (to the extent it constitutes realised profits) are distributable.
14 Net asset value per ordinary share
2026 2025
2026
£’000
2025
£’000
Ordinary shares of 25p 226.7p 201.2p 245,585 260,087
Net asset value per ordinary share is based on the net assets as shown above and 108,325,608 (2025 – 129,274,810) ordinary
shares, being the number of ordinary shares in issue at the year end, excluding shares held in treasury.
83
Baillie Gifford UK Growth Trust plc
15 Analysis of change in net debt
At 1 May
2025
£’000
Cash flows
£’000
Exchange
movement
£’000
At 30 April
2026
£’000
Cash and cash equivalents
823 1,056 4 1,883
Loans due within one year (24,350) – – (24,350)
(23,527) 1,056 4 (22,467)
At 1 May
2024
£’000
Cash flows
£’000
Exchange
movement
£’000
At 30 April
2025
£’000
Cash and cash equivalents
1,917 (1,046) (48) 823
Loans due within one year
(16,350) (8,000) – (24,350)
(14,433) (9,046) (48) (23,527)
16 Contingent liabilities, guarantees and financial commitments
There were no contingent liabilities, guarantees or financial commitments at either year end.
17 Transactions with related parties and the Managers and Secretaries
The Directors’ fees for the year and interests in the Company’s shares at the end of the year are detailed in the Directors’
remuneration report on pages 57 to 60. No Director has a contract of service with the Company. During the years reported,
noDirector was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006.
The Management fee due to Baillie Gifford & Co Limited is set out in note 3 on page 77 and the amount accrued at 30 April 2026
is set out in note 11 on page 81. Details of the Investment Management Agreement are set out on page 42. With effect from 6June
2024, the Investment Management Agreement is terminable by the Company on not less than three months’ notice or on shorter
notice in certain circumstances. Prior to this, the Investment Management Agreement was terminable by the Company on not less
than six months’ notice or on shorter notice in certain circumstances.
18 Financial instruments
The Company invests in equities for the long term so as to achieve its investment objective of long-term capital growth with the
aim of providing a total return in excess of the FTSE All-Share Index. The Company borrows money when the Board and Managers
have sufficient conviction that the assets funded by borrowed monies will generate a return in excess of the cost of borrowing.
In pursuing its investment objective, the Company is exposed to various types of risk that are associated with the financial
instruments and markets in which it invests and could result in either a reduction in the Company’s net assets or a reduction in the
profits available for dividend.
These risks are categorised here as market risk (comprising interest rate risk, market price risk and currency risk), liquidity risk
and credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood
of a permanent loss of capital rather than to minimise the short-term volatility.
The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting year.
Market risk
The fair value or future cash flows of a financial instrument or other investment held by the Company may fluctuate because
ofchanges in market prices. This market risk comprises three elements – interest rate risk, market price risk and currency risk.
The Board of Directors reviews and agrees policies for managing these risks and the Company’s Investment Manager assesses the
exposure to market risk when making individual investment decisions as well as monitoring the overall level of market risk across
the investment portfolio on an ongoing basis. Details of the Company’s investment portfolio are shown on pages 12 to 17.
i. Interest rate risk
Interest rate movements may affect the level of income receivable on cash deposits and interest payable on variable rate
borrowings. They may also impact upon the market value of the Company’s investments as the effect of interest rate movements
upon the earnings of a company may have a significant impact upon the valuation of that company’s equity.
The possible effects on cash flows that could arise as a result of changes in interest rates are taken into account when making
investment decisions and when entering borrowing agreements.
Cash generally comprises cash at bank, which can earn interest. The Board reviews on a regular basis the amount of investments
in cash and the income receivable on cash deposits.
The Company has the ability to finance part of its activities through borrowings at approved levels. The amount of such
borrowings and the approved levels are monitored and reviewed regularly by the Board.
Financial report
Annual Report and Financial Statements 2026
84
18 Financial instruments (continued)
The interest risk profile of the Company’s financial assets and financial liabilities and the maturity profile of the undiscounted
future cash flows in respect of the Company’s contractual financial liabilities at 30 April are shown below:
2026
£’000
2025
£’000
The interest rate risk profile of the Company’s financial assets at 30 April was:
Cash 1,883 823
The interest rate risk profile of the Company’s financial liabilities at 30 April was:
Floating rate borrowings 24,350 24,350
All short term floating rate borrowings are stated at book cost which is considered to be equal to their fair value given the facilities
are revolving credit facilities.
Interest rate sensitivity
An increase of 100 basis points in interest rates, with all other variables held constant, would have decreased the Company’s total
net assets and total return on ordinary activities for the year ended 30 April 2026 by £308,000 (2025 – £267,000). A decrease of
100 basis points would have had an equal but opposite effect.
ii. Market price risk
Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the
Company’s net assets. The Company’s exposure to changes in market prices relates to the fixed asset investments as disclosed
innote 9.
The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant
information from the Investment Manager. The Board meets regularly and at each meeting reviews investment performance, the
investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s objectives
and investment policies.
Other price risk sensitivity
A full list of the Company’s investments is shown on pages 16 and 17. There is a concentration of exposure to the UK, though it
should be noted that the Company’s investment may not be entirely exposed to economic conditions in the UK, as many UK listed
companies do much of their business overseas. 105.9% (2025 – 107. 3 %) of the Company’s net assets are invested in quoted
equities. A 10% increase in quoted equity valuations at 30 April 2026 would have increased total net assets by £26,014,000
(2025 – £27,920,000). A decrease of 10% would have had an equal but opposite effect.
2.5% (2025 – 1.4%) of the Company’s net assets are invested in unlisted (private) company investments. The fair valuation
of the private company investment is influenced by the estimates, assumptions and judgements made in the fair valuation
process (see1(b) on page 76). Where applicable, a sensitivity analysis is provided below which recognises that the valuation
methodologies employed involve subjectivity in their significant unobservable inputs and illustrates the sensitivity of the valuations
to these inputs.
Significant unobservable inputs*
At 30 April 2026
Valuation technique
Fair value
of investment
£’000
Significant
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range
Sensitivity
%
Sensitivity to
changes in
significant
unobservable
inputs
Recent
transactionprice
#
6,628 n/a a,b n/a n/a 10% Based on
the recent
transaction,
a movement
by +/- 10%
would change
the fair value
by £662,781
or (£715,759).
85
Baillie Gifford UK Growth Trust plc
18 Financial instruments (continued)
Significant unobservable inputs*
At 30 April 2025
Valuation technique
Fair value
of investment
£’000
Significant
unobservable
inputs
Other
unobservable
inputs
†
Range
Weighted
average
range
Sensitivity
%
Sensitivity to
changes in
significant
unobservable
inputs
Benchmark
performance
3,757 Selection of
comparable
companies and
relevant indices
a,b,c,d (31%)
to 71%
13% 10% If input
comparable
company
performance
changed by
+/- 10%, the
fair value would
change by +/-
£375,652
† See explanation for other unobservable inputs below (sections ‘a’ to ‘d’ as relevant).
# Whilst a recent transaction price may be the most appropriate basis for a valuation, it will be corroborated by other techniques which factor in
unobservable inputs, however the transaction price itself is observable. The change in valuation technique reflects that a recent transaction price
provides a more appropriate and reliable basis for valuation where available.
* Significant unobservable inputs
The variable inputs applicable to a broad category of valuation basis will vary dependent on the particular circumstances of a
private company valuation. An explanation of each of the relevant key variable inputs is provided below.
(a) Application of valuation basis
Each investment is assessed independently, and the valuation basis applied will vary depending on the circumstances of each
investment. When an investment is pre-revenue, the focus of the valuation will be on assessing the recent transaction and the
achievement of key milestones since investment. Adjustments may also be made depending on the performance of comparable
benchmarks and companies. For those investments where a trading multiples approach can be taken, the methodology will
factor in revenue, earnings or net assets as appropriate for the investment, and where a suitable correlation can be identified
with the comparable companies then a regression analysis will be performed. Discounted cash flows will also be considered
where appropriate forecasts are available.
(b) Probability estimation of liquidation events
The probability of a liquidation event such as a company sale, or alternatively the probability of the shares being treated as
common stock, such as in the event of an initial public offering (‘IPO’), is a key variable input in the Transaction-based and
Multiples-based valuation techniques. The probability of a common stock equivalent (‘CSE’) outcome versus a company sale is
typically estimated from the outset to be 50:50 as no one outcome is more likely than the other. If the company has indicated
an intention to IPO, the probability is increased accordingly to 75% and if an IPO has become a certainty the probability
is increased to 100%. Likewise, in a scenario where a company is pursuing a trade sale the weightings will be adjusted
accordingly in favour of a sale scenario. The Company typically invests in higher ranking preference shares which carry more
protection, and this can therefore influence the end valuation. Option pricing models are used to corroborate the valuations
where there has been more notable company underperformance to ensure that the economic reality of the shares held by
Baillie Gifford UK Growth Trust remain appropriate.
(c) Selection of comparable companies
The selection of comparable companies is assessed individually for each investment at the point of investment, and the
relevance of the comparable companies is continually evaluated at each valuation. The key criteria used in selecting
appropriate comparable companies are the industry sector in which they operate, the geography of the company’s operations,
the respective revenue and earnings growth rates and the operating margins. Typically, between 4 and 10 comparable
companies will be selected for each investment, depending on how many relevant comparable companies are identified.
Theresultant revenue or earnings multiples or share price movements derived will vary depending on the companies selected
and the industries they operate in.
(d) Selection of appropriate benchmarks
The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of
eachcompany are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used
forcomparison where applicable.
Financial report
Annual Report and Financial Statements 2026
86
18 Financial instruments (continued)
Currency risk
Certain of the Company’s assets, liabilities and income could be denominated in currencies other than sterling (the Company’s
functional currency and that in which it reports its results). Consequently, movements in exchange rates may affect the sterling
value of those items. This is not considered a material risk for the Company.
Liquidity risk
This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities. Liquidity risk is
not significant as the majority of the Company’s assets are in investments that are readily realisable.
The Company has the power to take out borrowings, which give it access to additional funding when required. The Company’s
borrowing facilities are detailed in note 11.
Maturity profile
The maturity profile of the Company’s financial liabilities due in less than one year at 30 April was:
2026
£’000
2025
£’000
In less than one year
– repayment of loans 24,350 24,350
– accumulated interest 375 344
– share buybacks awaiting settlement 57 351
– other creditors and accruals 425 424
25,207 25,469
Credit risk
This is the risk that a failure of a counterparty to a transaction to discharge its obligations under that transaction could result in
the Company suffering a loss. This risk is managed as follows:
• where the Investment Manager makes an investment in a bond or other security with credit risk, that credit risk is assessed and
then compared to the prospective investment return of the security in question;
• the Depositary is liable for the loss of financial instruments held in custody. The Depositary will ensure that any delegate
segregates the assets of the Company. The Depositary has delegated the custody function to The Bank of New York Mellon
(International) Limited. Bankruptcy or insolvency of the Custodian may cause the Company’s rights with respect to securities
held by the Custodian to be delayed. The Investment Manager monitors the Company’s risk by reviewing the Custodian’s
internal control reports and reporting its findings to the Board;
• investment transactions are carried out with a large number of brokers whose creditworthiness is reviewed by the Investment
Manager. Transactions are ordinarily undertaken on a delivery versus payment basis whereby the Company’s custodian bank
ensures that the counterparty to any transaction entered into by the Company has delivered on its obligations before any
transfer of cash or securities away from the Company is completed;
• the creditworthiness of the counterparty to transactions involving derivatives, structured notes and other arrangements,
wherein the creditworthiness of the entity acting as broker or counterparty to the transaction is likely to be of sustained
interest, are subject to rigorous assessment by the Investment Manager; and
• cash is only held at banks that are regularly reviewed by the Investment Manager.
87
Baillie Gifford UK Growth Trust plc
18 Financial instruments (continued)
Credit risk exposure
The exposure to credit risk at 30 April was:
2026
£’000
2025
£’000
Cash and cash equivalents 1,883 823
Accrued income and prepaid expenses 2,123 1,737
Other debtors and prepayments 23 39
4,029 2,599
None of the Company’s financial assets are past due or impaired and the risk to the Company is considered low.
Fair value of financial assets and financial liabilities
The Company’s investments are stated at fair value and the Directors are of the opinion that the reported values of the Company’s
other financial assets and liabilities approximate to fair value.
19 Capital management
The objectives of the Company are to ensure that it will continue as a going concern and to maximise the capital return to its
equity shareholders through an appropriate level of gearing. Its borrowings are set out on note 11 on page 81. The Company does
not have any externally imposed capital requirements. The capital of the Company is the ordinary share capital as detailed in
note12. It is managed in accordance with its investment policy in pursuit of its investment objective, both of which are detailed on
page 28, and shares may be repurchased or issued as explained on pages 44 and 45.
Shareholder
information
89
Baillie Gifford UK Growth Trust plc
Notice of
Annual General Meeting
The Annual General Meeting of the Company will be
held at 1 Moorgate Place, City of London, EC2R6EA
on Wednesday 2 September 2026, at 12.00 noon.
If you have any queries as to how to vote or how to
attend the meeting, please call us on 0800 917 2113.
Baillie Gifford may record your call.
To accurately reflect the views of shareholders of
theCompany, the Board intends to hold the AGM
voting on a poll, rather than by a show of hands as
has been customary.
The Board encourages all shareholders to submit
proxy voting forms as soon as possible and, in any
event, by no later than 12.00 noon on 28 August
2026. We would encourage shareholders to monitor
the Company’s website at bgukgrowthtrust.com.
Should shareholders have questions for the Board or
the Managers or any queries as to how to vote, they
are welcome as always to submit them by email to
enquiries@bailliegifford.com or call 0800 917 2113.
Baillie Gifford may record your call.
For details of how to vote your shares if held
via a platform please refer to
theaic.co.uk/how-to-vote-your-shares.
Moorgate
Moorgate
Copthall Ave
Throgmorton Ave
Finsbury
Moorgate
Circus
London Wall
London Wall
Basinghall Ave
Notice is hereby given that an Annual General
Meeting of Baillie Gifford UK Growth Trust plc willbe
held at 1 Moorgate Place, City of London, EC2R 6EA
on Wednesday 2 September 2026 at 12.00 noon
forthefollowing purposes.
Shareholder information
Annual Report and Financial Statements 2026
90
Ordinary business
To consider and, if thought fit, to pass the following
Resolutions as Ordinary Resolutions.
01. To receive and adopt the Financial Statements
of the Company for the year to 30 April 2026
with the Reports of the Directors and of the
Independent Auditor thereon.
02. To approve the Directors’ Remuneration Policy.
03. To approve the Directors’ annual report on
remuneration for the year to 30 April 2026.
04. To declare a final dividend of 6.20p per
ordinaryshare.
05. To re-elect Neil Rogan as a Director.
06. To re-elect Ruary Neill as a Director.
07. To re-elect Cathy Pitt as a Director.
08. To re-elect Seema Paterson as a Director.
09. To re-appoint Ernst & Young LLP as Independent
Auditor of the Company to hold office from the
conclusion of this meeting until the conclusion
of the next Annual General Meeting at which
the Financial Statements are laid before the
Company.
10. To authorise the Directors to determine the
remuneration of the Independent Auditor of the
Company.
Special business
To consider and, if thought fit, to pass Resolutions 11
as an Ordinary Resolution and Resolutions 12 and 13
as Special Resolutions.
11. That, in substitution for any existing authority,
but without prejudice to the exercise of any such
authority prior to the date hereof, the Directors
of the Company be and they are hereby
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 shares in the Company and
to grant rights to subscribe for or to convert any
security into shares in the Company (‘Securities’)
provided that such authority shall be limited to
the allotment of shares and the grant of rights
in respect of shares with an aggregate nominal
value of up to £2,671,865.25, such authority
to expire at the conclusion of the next Annual
General Meeting of the Company after the
passing of this resolution or on the expiry of
15 months from the passing of this resolution,
whichever is the earlier, unless previously
revoked, varied or extended by the Company in
a general meeting, save that the Company may
at any time prior to the expiry of this authority
make an offer or enter into an agreement which
would or might require Securities to be allotted
or granted after the expiry of such authority
and the Directors shall be entitled to allot or
grant Securities in pursuance of such an offer or
agreement as if such authority had not expired.
91
Baillie Gifford UK Growth Trust plc
12. That, subject to the passing of Resolution 11
above, and in substitution for any existing power
but without prejudice to the exercise of any such
power prior to the date hereof, the Directors of
the Company be and they are hereby generally
empowered, pursuant to sections 570 and 573
of the Companies Act 2006 (the ‘Act’), to allot
equity securities (within the meaning of section
560(1) of the Act), for cash pursuant to the
authority given by Resolution 11 above, and to
sell treasury shares for cash, as if section 561(1)
of the Act did not apply to any such allotment or
sale, provided that this power:
a. expires at the conclusion of the next Annual
General Meeting of the Company after
the passing of this Resolution or on the
expiry of 15 months from the passing of this
Resolution, whichever is the earlier, save that
the Company may, before such expiry, make
an offer or agreement which would or might
require equity securities to be allotted or
treasury shares to be sold after such expiry
and the Directors may allot equity securities or
sell treasury shares in pursuance of any such
offer or agreement as if the power conferred
hereby had not expired; and
b. shall be limited to the allotment of equity
securities or the sale of treasury shares up to
an aggregate nominal value of £2,671,865.25,
being approximately 10% of the nominal value
of the issued share capital of the Company,
as at 23 June 2026.
13. That, in substitution for any existing authority
but without prejudice to the exercise of any such
authority prior to the date hereof, the Company
be and is hereby generally and unconditionally
authorised, pursuant to and in accordance
with section 701 of the Companies Act 2006
(the ‘Act’) to make market purchases (within
the meaning of section 693(4) of the Act) of
fully paid ordinary shares of 25 pence each in
the capital of the Company (‘ordinary shares’)
(either for retention as treasury shares for
future reissue, resale, transfer or cancellation),
provided that:
a. the maximum aggregate number of ordinary
shares hereby authorised to be purchased
is 16,020,504, or, if less, the number
representing approximately 14.99% of
the issued ordinary share capital of the
Company as at the date of the passing of this
Resolution;
b. the minimum price (excluding expenses)
which may be paid for each ordinary share is
25 pence;
c. the maximum price (excluding expenses)
which may be paid for each ordinary share
shall not be more than the higher of:
i. 5 per cent above the average closing
price on the London Stock Exchange of
an ordinary share over the five business
days immediately preceding the date of
purchase; and
ii. an amount equal to the higher of the price
of the last independent trade of an Ordinary
Share and the highest current independent
bid for an Ordinary Share on the trading
venue where the purchase is carried out;
and
d. unless previously varied, revoked or renewed
by the Company in a general meeting, the
authority hereby conferred shall expire at the
conclusion of the Annual General Meeting of
the Company to be held in respect of the year
ending 30 April 2027, save that the Company
may, prior to such expiry, enter into a contract
to purchase ordinary shares under such
authority which will or might be completed or
executed wholly or partly after the expiration
of such authority and may make a purchase of
ordinary shares pursuant to any such contract.
By order of the Board
Baillie Gifford & Co Limited
Managers and Secretaries
16 July 2026
Shareholder information
Annual Report and Financial Statements 2026
92
Notes
01. As a member you are entitled to appoint a proxy
or proxies to exercise all or any of your rights
to attend, speak and vote at the AGM. A proxy
need not be a member of the Company but
must attend the AGM to represent you. You may
appoint more than one proxy provided each
proxy is appointed to exercise rights attached to
different shares. You can only appoint a proxy
using the procedure set out in these notes and
the notes to the proxy form. You may not use
any electronic address provided either in this
notice or any related documents (including the
circular and proxy form) to communicate with
the Company for any purpose other than those
expressly stated.
02. To be valid any proxy form or other instrument
appointing a proxy, together with any power
of attorney or other authority under which it
is signed or a certified copy thereof, must be
received by post or (during normal business
hours only) by hand at the Registrars of the
Company at Computershare Investor Services
PLC, The Pavilions, Bridgwater Road, Bristol,
BS99 6ZY or eproxyappointment.com no later
than 2 days (excluding non-working days)
before the time of the meeting or any adjourned
meeting.
03. CREST members who wish to appoint a
proxyor proxies through the CREST electronic
proxy appointment service may do so by
usingtheprocedures described in the CREST
Manual and/or by logging on to the website
euroclear.com/CREST. CREST personal
members or other CREST sponsored members,
and those CREST members who have appointed
a voting service provider(s), should refer to their
CREST sponsor or voting service provider(s),
who will be able to take the appropriate action
on their behalf.
04. In order for a proxy appointment or instruction
made using the CREST service to be valid, the
appropriate CREST message (a ‘CREST Proxy
Instruction’) must be properly authenticated in
accordance with Euroclear UK & International
Limited’s specifications, and must contain the
information required for such instruction, as
described in the CREST Manual. The message,
regardless of whether it constitutes the
appointment of a proxy or is an amendment to
the instruction given to a previously appointed
proxy must, in order to be valid, be transmitted
so as to be received by the Company’s registrar
(ID 3RA50) no later than two days (excluding
non-working days) before the time of the
meeting or any adjournment. For this purpose,
the time of receipt will be taken to be the time
(as determined by the timestamp applied to
the message by the CREST Application Host)
from which the Company’s registrar is able to
retrieve the message by enquiry to CREST in
the manner prescribed by CREST. After this time
any change of instructions to proxies appointed
through CREST should be communicated to the
appointee through other means.
05. CREST members and, where applicable,
their CREST sponsors, or voting service
providers should note that Euroclear UK &
International Limited does not make available
special procedures in CREST for any particular
message. Normal system timings and
limitations will, therefore, apply in relation to
the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST
personal member, or sponsored member, or
has appointed a voting service provider(s), to
procure that his/her CREST sponsor or voting
service provider(s) take(s)) such action as
shall be necessary to ensure that a message
is transmitted by means of the CREST system
by any particular time. In this connection,
CREST members and, where applicable, their
CREST sponsors or voting system providers are
referred, in particular, to those sections of the
CREST Manual concerning practical limitations
of the CREST system and timings.
06. The Company may treat as invalid a CREST
Proxy Instruction in the circumstances set out
in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
07. The return of a completed proxy form or
otherinstrument of proxy will not prevent
youattending the AGM and voting in person
ifyou wish.
93
Baillie Gifford UK Growth Trust plc
08. Pursuant to Regulation 41 of the Uncertificated
Securities Regulations 2001 and section 311 of
the Companies Act 2006 the Company specifies
that to be entitled to attend and vote at the
Annual General Meeting (and for the purpose of
the determination by the Company of the votes
they may cast), shareholders must be registered
in the Register of Members of the Company no
later than 2 days (excluding non-working days)
prior to the commencement of the AGM or any
adjourned meeting. Changes to the Register
of Members after the relevant deadline shall
be disregarded in determining the rights of any
person to attend and vote at the meeting.
09. Any person to whom this notice is sent who is
a person nominated under section 146 of the
Companies Act 2006 to enjoy information rights
(a ‘Nominated Person’) may, under an agreement
between him/her and the shareholder by whom
he/she was nominated, have a right to be
appointed (or to have someone else appointed)
as a proxy for the Annual General Meeting.
If a Nominated Person has no such proxy
appointment right or does not wish to exercise it,
he/she may, under any such agreement, have a
right to give instructions to the shareholder as to
the exercise of voting rights.
10. The statement of the rights of shareholders in
relation to the appointment of proxies in Notes
1 and 2 above does not apply to Nominated
Persons. The rights described in those Notes
can only be exercised by shareholders of the
Company.
11. Under section 338 of the Companies Act 2006,
members meeting the qualification criteria set
out in note 14 below may, subject to certain
conditions, require the Company to circulate
to members notice of a resolution which may
properly be moved and is intended to be moved
at that meeting. The conditions are that: (a) the
resolution must not, if passed, be ineffective
(whether by reason of inconsistency with any
enactment or the Company’s constitution
or otherwise); (b) the resolution must not
be defamatory of any person, frivolous or
vexatious; and (c) the request: (i) may be in
hard copy form or in electronic form; (ii) must
identify the resolution of which notice is to be
given byeither setting out the resolution in full
or, ifsupporting a resolution sent by another
member, clearly identifying the resolution which
is being supported; (iii) must be authenticated
by the person or persons making it; and (iv)
mustbe received by the Company no later than
22July 2026.
12. Under section 338A of the Companies Act
2006, members meeting the qualification
criteria set out at note 14 below may require the
Company to include in the business to be dealt
with at the Annual General Meeting a matter
(other than a proposed resolution) which may
properly be included in the business (a matter of
business). The request must have been received
by the Company not later than 22 July 2026.
The conditions are that the matter of business
must not be defamatory of any person, frivolous
or vexatious. The request must identify the
matter of business by either setting it out in full
or, if supporting a statement sent by another
member, clearly identify the matter of business
which is being supported. The request must be
accompanied by a statement setting out the
grounds for the request. Members seeking to do
this should write to the Company providing their
full name and address.
13. Under section 527 of the Companies Act 2006,
members meeting the qualification criteria set
out in note 14 below may require the Company
to publish, on its website, (without payment) a
statement (which is also passed to the Auditor)
setting out any matter relating to the audit of the
Company’s Financial Statements, including the
Auditor’s Report and the conduct of the audit.
Such requests must be made in writing and must
state your full name and address.
14. In order to be able to exercise the members’
rights in notes 11 to 13, the relevant request
must be made by: (a) members representing
at least 5% of the total voting rights of all
the members who have a right to vote on
the resolution to which the requests relate;
or (b)atleast 100 members who have a
right to vote on the resolution to which
the requests relate and hold shares in the
Company on whichthere has been paid up
an average sum, per member, of at least
£100. Such requests should be sent to the
Company at 3 Haymarket Square, Edinburgh,
EH38RY. Electronic requests permitted under
section 338(see note 11) should be sent to
enquiries@bailliegifford.com.
Shareholder information
Annual Report and Financial Statements 2026
94
15. Information regarding the Annual General
Meeting, including information required by
section 311A of the Companies Act 2006, is
available from the Company’s page of the
Managers’ website at bgukgrowthtrust.com.
16. Members have the right to have questions raised
at the meeting in accordance with section 319A
of the Companies Act 2006.
17. 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.
18. As at 23 June 2026 (being the last practicable
day prior to the publication of this notice) the
Company’s issued share capital consisted of
106,874,611 ordinary shares, carrying one vote
each. Therefore, the total voting rights in the
Company as at 23 June 2026 were 106,874,611
votes. Voting on the resolutions will be conducted
by way of a poll. This will ensure an exact and
definitive result.
19. Any person holding 3% or more of the total
voting rights of the Company who appoints a
person other than the Chairman of the meeting
as his/her proxy will need to ensure that both
he/she and his/her proxy complies with their
respective disclosure obligations under the UK
Disclosure and Transparency Rules.
20. No Director has a contract of service with the
Company.
95
Baillie Gifford UK Growth Trust plc
Further shareholder
information
Baillie Gifford UK Growth Trust plc is an
investment trust. Investment trusts offer
investors the following:
• participation in a diversified portfolio of shares;
• constant supervision by experienced professional
managers; and
• the Company is free from capital gains tax on
capital profits realised within its portfolio, although
investors are still liable for capital gains tax on
profits when selling their investment.
How to invest
The Company’s shares are traded on the London
Stock Exchange. They can be bought by placing an
order with a stockbroker, or by asking a professional
adviser to do so. If you are interested in investing
directly in Baillie Gifford UK Growth Trust plc, you
can do so online. There are a number of companies
offering real time online dealing services. Find
out more by visiting the investment trust pages at
bailliegifford.com.
Sources of further information
ontheCompany
The price of shares is quoted daily in the
FinancialTimes and can also be found on the
Company’s page of the Managers’ website at
bgukgrowthtrust.com, Trustnet at trustnet.com and
on other financial websites. Company factsheets are
also available on the Baillie Gifford website and are
updated monthly. These are available from Baillie
Gifford on request.
Baillie Gifford UK Growth Trust
shareidentifiers
ISIN GB0007913485
Sedol 0791348
Ticker BGUK
Legal Entity Identifier 549300XX386SYWX8XW22
The ordinary shares of the Company are listed on
the London Stock Exchange and their price is shown
in the Financial Times.
Key dates
Ordinary shareholders normally receive one dividend
in respect of each financial year paid in September.
The Annual Report and Financial Statements are
normally issued in July and the AGM is held in
September.
Share register enquiries
Computershare Investor Services PLC maintains
theshare register on behalf of the Company.
Intheevent of queries regarding shares registered
in your own name, please contact the Registrars on
0370703 0025.
This helpline also offers an automated self-service
functionality (available 24 hours a day, 7 days a
week) which allows you to:
• hear the latest share price;
• confirm your current share holding balance; and
• order Change of Address and Stock Transfer
forms.
Shareholder information
Annual Report and Financial Statements 2026
96
You can also check your holding on the Registrars’
website at investorcentre.co.uk. They also offer a
free, secure share management website service
which allows you to:
• view your share portfolio and see the latest market
price of your shares;
• calculate the total market price of each
shareholding;
• view price histories and trading graphs;
• change address details; and
• use online dealing services.
To take advantage of this service, please log in at
investorcentre.co.uk and enter your Shareholder
Reference Number and Company Code (this
information can be found on your share certificate).
Electronic proxy voting
If you hold stock in your own name you can choose
to vote by returning proxies electronically at
eproxyappointment.com.
If you have any questions about this service please
contact Computershare on 0370 703 0025.
CREST proxy voting
If you are a user of the CREST system (including
a CREST Personal Member), you may appoint one
or more proxies or give an instruction to a proxy by
having an appropriate CREST message transmitted.
For further information please refer to the CREST
Manual.
Voting via an Investment Platform
If you are a shareholder who holds shares via a
platform, you should be able to exercise your right
to vote by contacting the platform provider directly.
You can instruct the platform how to vote your
shares or ask to be appointed as a proxy in respect
of your shareholding should you wish to attend,
speak and vote at the Annual General Meeting.
Further guidance can be obtained from your platform
provider or the Association of Investment Companies
at the aic.co.uk/how-to-vote-your-shares.
Analysis of shareholders at 30 April
2026
Number of
shares held
2026
%
2025
Number of
shares held
2025
%
Institutions 34,974,716 32.3 43,381,757 33.6
Intermediaries/
Retail Savings
Platforms 58,557,683 54.1 71,326,275 55.2
Individuals 5,467,570 5.0 5,864,991 4.5
Marketmakers 9,325,639 8.6 8,701,787 6.7
108,325,608 100.0 129,274,810 100.0
These Financial Statements have been approved by
the Directors of Baillie Gifford UK Growth Trust plc.
Baillie Gifford only provides information about its
products and does not provide investment advice.
The staff of Baillie Gifford and Baillie Gifford UK
Growth’s Directors may hold shares in Baillie Gifford
UK Growth and may buy or sell such shares from
time to time.
Cost-effective ways to buy and hold shares
in Baillie Gifford UK Growth Trust
Information on how to invest in Baillie Gifford UK
Growth Trust can be found at bgukgrowthtrust.com.
97
Baillie Gifford UK Growth Trust plc
Communicating
with shareholders
Trust magazine Baillie Gifford UK Growth Trust plc web page at
bgukgrowthtrust.com
Trust magazine
Trust is the Baillie Gifford investment trust magazine
which is published twice a year. It provides an insight
to our investment approach by including interviews
with our fund managers, as well as containing
investment trust news, investment features and
articles about the trusts managed by Baillie Gifford,
including Baillie Gifford UK Growth Trust plc. Trust
plays an important role in helping to explain our
products so that readers can really understand them.
For a copy of Trust, please contact the Baillie Gifford
Client Relations Team (see contact details opposite).
You can subscribe to Trust magazine or view a digital
copy at bailliegifford.com/trust.
Suggestions and questions
Any suggestions on how communications with
shareholders can be improved are welcomed, so
please contact the Baillie Gifford Client Relations
Team and give them your suggestions. They will also
be very happy to answer questions that you may
have about Baillie Gifford UK Growth Trust.
UK Growth Trust on the Web
Up-to-date information about Baillie Gifford
UKGrowth Trust plc, is on the Baillie Gifford
UKGrowth Trust plc pages of the Managers’ website
at bgukgrowthtrust.com. You will find full details
ofBaillie Gifford UK Growth Trust plc, including
recent portfolio information and performance figures.
Client relations team contact details
You can contact the Baillie Gifford Client Relations
Team by telephone, email or post:
Telephone: 0800 917 2113
Your call may be recorded for training or monitoring
purposes.
Email: enquiries@bailliegifford.com
Website: bailliegifford.com
Address:
Baillie Gifford Client Relations Team
3 Haymarket Square
Edinburgh EH3 8RY
Please note that Baillie Gifford is not permitted
to give financial advice. If you would like advice,
please ask an authorised intermediary.
Shareholder information
Annual Report and Financial Statements 2026
98
Insights
A compelling opportunity:
the UK is on offer
Iain McCombie, Co-manager of
Baillie Gifford UK Growth Trust,
shares his views on the Trust’s
performance and the current
market conditions.
UK Growth Trust:
beyond the UK market rally:
where next for growth?
Investment manager Milena Mileva
discusses what’s driving the UK
rally, the risks of concentration
and where she sees the next
long-term growth opportunities.
UK Growth Trust:
Manager Insights
Iain McCombie, Co-manager of
Baillie Gifford UK Growth Trust,
explores the trust’s investment
philosophy and the resilience of
its growth-focused portfolio in
challenging markets.
99
Baillie Gifford UK Growth Trust plc
Alternative Investment Fund Managers
(‘AIFM’) regulations
In accordance with the AIFM Regulations,
information in relation to the Company’s leverage
and the remuneration of the Company’s AIFM,
Baillie Gifford & Co Limited, is required to be made
available to investors.
AIFM Remuneration
In accordance with the Regulations, the
AIFMremuneration policy is available at
bailliegifford.com or on request (see contact
details on page 104). The numerical remuneration
disclosures in respect of the AIFM’s reporting period
are available at bailliegifford.com.
Leverage
The Company’s maximum and actual leverage levels
(see Glossary of terms and Alternative Performance
Measures on pages 100 to 102) at 30 April 2026 are
shown below:
Gross method Commitment method
Maximum limit 2.00:1 2.00:1
Actual 1.09:1 1.09:1
Automatic exchange of information
In order to fulfil its obligations under UK Tax
Legislation relating to the automatic exchange of
information, the Company is required to collect
and report certain information about certain
shareholders.
The legislation will require investment trust
companies to provide personal information to
HMRC on certain investors who purchase shares in
investment trusts. As an affected company, Baillie
Gifford UK Growth Trust plc will have to provide
information annually to the local tax authority on
the tax residencies of a number of non-UK based
certificated shareholders and corporate entities.
Shareholders, excluding those whose shares are
held in CREST, who come on to the share register
will be sent a certification form for the purposes of
collecting this information.
For further information, please see HMRC’s Quick
Guide: Automatic Exchange of Information –
information for account holders gov.uk/government/
publications/exchange-of-information-account-
holders.
Third party data provider disclaimer
No third party data provider (‘Provider’) makes any
warranty, express or implied, as to the accuracy,
completeness or timeliness of the data contained
herewith nor as to the results to be obtained by
recipients of the data.
No Provider shall in any way be liable to any
recipient of the data for any inaccuracies, errors
or omissions in the index data included in this
document, regardless of cause, or for any damages
(whether direct or indirect) resulting therefrom.
NoProvider has any obligation to update, modify
or amend the data or to otherwise notify a recipient
thereof in the event that any matter stated herein
changes or subsequently becomes inaccurate.
Without limiting the foregoing, no Provider shall have
any liability whatsoever to you, whether in contract
(including under an indemnity), in tort (including
negligence), under a warranty, under statute or
otherwise, in respect of any loss or damage suffered
by you as a result of or in connection with any
opinions, recommendations, forecasts, judgements,
or any other conclusions, or any course of action
determined, by you or any third party, whether or
not based on the content, information or materials
contained herein.
FTSE Index data
London Stock Exchange Group plc and its group
undertakings (collectively, the ‘LSE Group’). ©
LSE Group 2025 FTSE Russell is a trading name
of certain of the LSE Group companies. ‘FTSE®’
‘Russell®’, ‘FTSE Russell®’, is/are a trade mark(s) of
the relevant LSE Group companies and is/are used
by any other LSE Group company under license. All
rights in the FTSE Russell indexes or data vest in the
relevant LSE Group company which owns the index
or the data. Neither LSE Group nor its licensors
accept any liability for any errors or omissions in
theindexes or data and no party may rely on any
indexes or data contained in this communication.
Nofurther distribution of data from the LSE Group is
permitted without the relevant LSE Group company’s
express written consent. The LSE Group does not
promote, sponsor or endorse the content of this
communication.
Shareholder information
Annual Report and Financial Statements 2026
100
An alternative performance measure (‘APM’) is a financial measure of historical or future financial
performance, financial position, or cash flows, other than a financial measure defined or specified in the
applicable financial reporting framework. The APMs noted below are commonly used measures within the
investment trust industry and serve to improve comparability between investment trusts.
Total assets
This is the Company’s definition of adjusted total assets, being the total value of all assets held less all
liabilities (other than liabilities in the form of borrowings).
Net Asset Value
Net Asset Value (‘NAV’) is the value of total assets less liabilities (including borrowings). The NAV per share is
calculated by dividing this amount by the number of ordinary shares in issue (excluding treasury shares).
Net Liquid Assets
Net liquid assets comprise current assets less current liabilities, excluding borrowings.
Discount/premium (‘APM’)
As stockmarkets and share prices vary, an investment trust’s share price is rarely the same as its NAV.
When the share price is lower than the NAV per share it is said to be trading at a discount. The size of the
discount is calculated by subtracting the share price from the NAV per share and is usually expressed as a
percentage of the NAV per share. If the share price is higher than the NAV per share, it is said to be trading
at a premium.
2026 2025
Closing NAV per share 226.7p 201.2p
Closing share price
207.0p 180.0p
Discount (8.7%) (10.5%)
Glossary of terms and Alternative
Performance Measures (‘APM’)
101
Baillie Gifford UK Growth Trust plc
Total return (APM)
The total return is the return to shareholders after reinvesting the net dividend on the date that the share
price goes ex-dividend.
2026
NAV
2026
share price
2025
NAV
2025
share price
Closing NAV per share/share price
(a) 226.7p 207.0p 201.2p 180.0p
Dividend adjustment factor*
(b) 1.0256 1.0282 1.0275 1.0317
Adjusted closing NAV per share/share price (c = a x b) 232.5p 212.8p 206.7p 185.7p
Opening NAV per share/share price
(d) 201.2p 180.0p 193.0p 163.5p
Total return (c ÷ d)-1 15.6% 18.2% 7.1% 13.6%
* The dividend adjustment factor is calculated on the assumption that the dividend of 5.70p (2025 – 5.60p) paid by the Company during the year were
reinvested into shares of the Company at the cum income NAV per share/share price, as appropriate, at the ex-dividend date.
Ongoing charges (APM)
The total expenses (excluding borrowing costs) incurred by the Company as a percentage of the average
net asset value. The ongoing charges have been calculated on the basis prescribed by the Association of
Investment Companies.
A reconciliation from the expenses detailed in the Income statement on page 71 is provided below.
2026 2025
Investment management fee £1,336,000 £1,442,000
Other administrative expenses
£677,000 £598,000
Total expenses (a) £2,013,000 £2,040,000
Average net asset value (b) £265,439,000 £287,088,000
Ongoing charges ((a) ÷ (b) expressed as a percentage)
0.76% 0.71%
Gearing (APM)
At its simplest, gearing is borrowing. Just like any other public company, an investment trust can borrow
money to invest in additional investments for its portfolio. The effect of the borrowing on the shareholders’
assets is called ‘gearing’. If the Company’s assets grow, the shareholders’ assets grow proportionately more
because the debt remains the same. But if the value of the Company’s assets falls, the situation is reversed.
Gearing can therefore enhance performance in rising markets but can adversely impact performance in
falling markets.
Shareholder information
Annual Report and Financial Statements 2026
102
Net gearing is the Company’s borrowings adjusted for cash and cash equivalents expressed as a percentage
of shareholders’ funds.
2026 2025
Borrowings £24,350,000 £24,350,000
Less: cash and cash equivalents
(£1,883,000) (£823,000)
Adjusted borrowings £22,467,000 £23,527,000
Shareholders’ funds £245,585,000 £260,087,000
Net gearing 9% 9%
Gross gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds.
2026 2025
Borrowings £24,350,000 £24,350,000
Shareholders’ funds
£245,585,000 £260,087,000
Gross gearing 10% 9%
Leverage (APM)
For the purposes of the Alternative Investment Fund Managers (AIFM) Regulations, leverage is any method
which increases the Company’s exposure, including the borrowing of cash and the use of derivatives. It is
expressed as a ratio between the Company’s exposure and its net asset value and can be calculated on a
gross and a commitment method. Under the gross method, exposure represents the sum of the Company’s
positions after the deduction of sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the deduction of sterling
cash balances and after certain hedging and netting positions are offset against each other. The Company’s
maximum and actual leverage as at the year end are set out on page 99.
Active Share (APM)
Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that
differs from its comparative index. It is calculated by deducting from 100 the percentage of the portfolio
that overlaps with the comparative index. An active share of 100 indicates no overlap with the index and an
active share of zero indicates a portfolio that tracks the index.
Unlisted (Private) Company
An unlisted (private) company means a company whose shares are not available to the general public for
trading and not listed on a stock exchange.
103
Baillie Gifford UK Growth Trust plc
Sustainable Finance Disclosure
Regulation (‘SFDR’)
The EU Sustainable Finance Disclosure Regulation
(‘SFDR’) does not have a direct impact in the UK
due to Brexit, however, it applies to third-country
products marketed in the EU. As Baillie Gifford UK
Growth Trust plc is marketed in the EU by the AIFM,
Baillie Gifford & Co Limited, via the National Private
Placement Regime (‘NPPR’) the following disclosures
have been provided to comply with the high-level
requirements of SFDR.
The AIFM has adopted Baillie Gifford & Co’s
stewardship principles and guidelines as its policy
on integration of sustainability risks in investment
decisions.
Baillie Gifford & Co believes that a company
cannot be financially sustainable in the long run if
its approach to business is fundamentally out of
line with changing societal expectations. It defines
‘sustainability’ as a deliberately broad concept which
encapsulates a company’s purpose, values, business
model, culture, and operating practices.
Baillie Gifford & Co’s approach to investment is
based on identifying and holding high quality growth
businesses that enjoy sustainable competitive
advantages in their marketplace. To do this it
looks beyond current financial performance,
undertaking proprietary research to build up an
in-depth knowledge of an individual company
and a view on its long-term prospects. This
includes the consideration of sustainability factors
(environmental, social and/or governance matters)
which it believes will positively or negatively
influence the financial returns of an investment.
The likely impact on the return of the portfolio
from a potential or actual material decline in the
value of investment due to the occurrence of
an environmental, social or governance event
or condition will vary and will depend on several
factors including but not limited to the type, extent,
complexity and duration of an event or condition,
prevailing market conditions and existence of any
mitigating factors.
Whilst consideration is given to sustainability
matters, there are no restrictions on the investment
universe of the Company, unless otherwise stated
within in its investment objective & policy. Baillie
Gifford & Co can invest in any companies it believes
could create beneficial long-term returns for
investors. However, this might result in investments
being made in companies that ultimately cause a
negative outcome for the environment or society.
More detail on the Manager’s approach to
sustainability can be found in the stewardship
principles and guidelines document, available publicly
on the Baillie Gifford website bailliegifford.com and by
scanning the QR code below.
The underlying investments do not take into account
the EU criteria for environmentally sustainable
economic activities established under the EU
Taxonomy Regulation.
Shareholder information
Annual Report and Financial Statements 2026
104
Directors
Chairman: Neil Rogan
Ruary Neill
Seema Paterson
Cathy Pitt
Andrew Westenberger
Depositary
The Bank of New York Mellon
(International) Limited
160 Queen Victoria Street
London
EC4V 4LA
Alternative Investment Fund
Managers and Company
Secretaries
Baillie Gifford & Co Limited
3 Haymarket Square
Edinburgh EH3 8RY
T: +44 (0)800 917 2113
bailliegifford.com
Registrar
Computershare Investor
Services PLC
The Pavilions
Bridgwater Road
Bristol BS99 6ZZ
T: +44 (0)370 703 0025
Company Broker
Winterflood Investment Trusts
Riverbank House
2 Swan Lane
London
EC4R 3GA
Independent Auditor
Ernst & Young LLP
Atria One
144 Morrison Street
Edinburgh
EH3 8EX
Further information
Client Relations Team
Baillie Gifford & Co
3 Haymarket Square
Edinburgh EH3 8RY
T: +44 (0)800 917 2113
enquiries@bailliegifford.com
Registered Office
3 St Helen’s Place
London
EC3A 6AB
Company details
bgukgrowthtrust.com
Company Registration No. 2894077
ISIN: GB0007913485
Sedol: 0791348
Ticker: BGUK
Legal Entity Identifier:
549300XX386SYWX8XW22
Company
information
3 Haymarket Square, Edinburgh EH3 8RY
Telephone +44 (0)131 275 2000
bgukgrowthtrust.com