Annual Report and Financial Statements 30 April 2026 # Baillie Gifford UK Growth Trust plc Managed by **Baillie Gifford** --- ## Investor disclosure document The UK Alternative Investment Fund Managers Regulations requires certain information to be made available to investors prior to their investment in the Company. The Company's Investor Disclosure Document is available for viewing at bgukgrowthtrust.com. ## 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.** 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. **Baillie Gifford™** Cover: St. Paul's Cathedral, London, UK --- 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 01 --- Introduction 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. # Financial highlights Year to 30 April 2026 Total returns* Share price 18.2% NAV 15.6% Benchmark 25.2% Share price total return* (figures rebased to 100 at 30 April 2025) ![img-0.jpeg](img-0.jpeg) Discount* (figures plotted at month end dates) ![img-1.jpeg](img-1.jpeg) * 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/Ballie Gifford and relevant underlying index providers. See disclaimer on page 99. Past performance is not a guide to future performance. 02 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ![img-2.jpeg](img-2.jpeg) ## 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**™ Actual Investors 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. 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. 03 --- # Strategic report The Strategic report, which includes pages 4 to 38 and incorporates the Chairman's statement has been prepared in accordance with the Companies Act 2006. --- Baillie Gifford UK Growth Trust plc # Chairman’s statement ![img-3.jpeg](img-3.jpeg) **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 31 March 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 poor outcome. 05 --- Strategic report ## 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 11 September 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 30 April 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 30 April 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 the meeting. ## 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 30 April 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. 06 Annual Report and Financial Statements 2026 --- 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 small positive. 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 two hurdles. Neil Rogan Chairman 25 June 2026 * Source: FactSet, GBP, Data as at April 30, 2026. 07 --- Strategic report # 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 require patience. ## Performance Before addressing some of the challenges, it is 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 one reacts. 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 value narrowed. 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. The output suggested to us that taking a position 08 Annual Report and Financial Statements 2026 --- 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. To be 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. We are 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 Auto Trader and Rightmove, credit data and decisioning business Experian, IT value-added reseller Softcat – de-rated sharply as part of a broader sell-off in software companies relating to fears of disruption from AI. 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. We believe 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. We increased 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. AI adoption 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 technology environment. 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. 09 --- Strategic report 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. We also think there is potentially greater uncertainty on the medium-term impact of AI for this business. ## 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 AI scare. 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. What about us? We are not complacent and continue to think hard about whether our conviction in our ideas is 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. Our experience 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 long term. Milena Mileva and Iain McCombie Baillie Gifford & Co 25 June 2026 10 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ![img-4.jpeg](img-4.jpeg) Peak District, UK 11 --- Strategic report # Review of investments A review of the Company's ten largest investments as at 30 April 2026 ![img-5.jpeg](img-5.jpeg) ## 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 growth runways. ![img-6.jpeg](img-6.jpeg) ## 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, we believe it can become an essential infrastructure layer for global money movement. | Sector | Consumer Discretionary | Sector | Industrials | | --- | --- | --- | --- | | Valuation at 30 April 2026 | £19,397,000 | Valuation at 30 April 2026 | £13,210,000 | | % of total assets* | 7.2 | % of total assets* | 4.9 | \* For a definition of terms see glossary of terms and alternative performance measures on pages 100 to 102. 12 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ![img-7.jpeg](img-7.jpeg) ### **Solution Group** Manufacturer of ventilation products which range from simple extractor fans to more complex heat recovery solutions. Its products are very well-positioned to benefit from environmental regulation in building and construction. For instance, its heat recovery ventilation solutions are already helping customers to meet new energy efficiency building standards. This is a promising tailwind that could boost organic growth for years to come. ![img-8.jpeg](img-8.jpeg) ### **AJ Bell** One of the UK's leading online investment platforms. As long-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, AJ Bell stands out as one of the likely long-term winners. ![img-9.jpeg](img-9.jpeg) ### **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 | Industrials | | --- | --- | | Valuation at 30 April 2026 | £12,740,000 | | % of total assets* | 4.7 | | Sector | Financials | | --- | --- | | Valuation at 30 April 2026 | £12,589,000 | | % of total assets* | 4.7 | | 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. 13 --- Strategic report ![img-10.jpeg](img-10.jpeg) ### Howden Joinery Manufacturer and supplier of kitchens to small builders/property developers in the UK. Its decentralised, 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. ![img-11.jpeg](img-11.jpeg) ### 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. ![img-12.jpeg](img-12.jpeg) ### 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 many years. The business is executing well and is well-capitalised, which matters for compounding through cycles. | Sector | Consumer Discretionary | | --- | --- | | Valuation at 30 April 2026 | £10,479,000 | | % of total assets* | 3.9 | | Sector | Industrials | | --- | --- | | Valuation at 30 April 2026 | £10,252,000 | | % of total assets* | 3.8 | | Sector | Financials | | --- | --- | | Valuation at 30 April 2026 | £9,942,000 | | % of total assets* | 3.7 | \* For a definition of terms see glossary of terms and alternative performance measures on pages 100 to 102. 14 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ![img-13.jpeg](img-13.jpeg) ### 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. ![img-14.jpeg](img-14.jpeg) ### 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 | Financials | Sector | Technology | | --- | --- | --- | --- | | Valuation at 30 April 2026 | £9,935,000 | Valuation at 30 April 2026 | £9,792,000 | | % of total assets* | 3.7 | % of total assets* | 3.6 | \* For a definition of terms see glossary of terms and alternative performance measures on pages 100 to 102. 15 --- Strategic report # 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** | 16 Annual Report and Financial Statements 2026 --- 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. 17 --- Strategic report # One year summary | | 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 | 17.1 | | 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% | | | **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 | | | **Year to 30 April** | **2026** | **2026** | **2025** | | **Year's high and low** | **High** | **Low** | **High** | | Net asset value per share | 234.6p | 204.5p | 219.2p | | Share price | 211.0p | 183.0p | 196.5p | | Discount* | (8.1%) | (11.4%) | (8.5%) | | | | | **Low** | | | | | **High** | | | | | **Low** | | | | | **Low** | | | | | **175.2p** | | | | | **178.5p** | | | | | **(16.5%)** | | | | | **(16.5%)** | | | | | **Net return per ordinary share** | | Revenue | 6.23p | 5.32p | | | Capital | 22.89p | 6.72p | | | **Total** | **29.12p** | **12.04p** | | 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/Ballie Gifford and relevant underlying index providers. See disclaimer on page 99. Past performance is not a guide to future performance. 18 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Five year summary 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. ## Five year total return* performance (figures rebased to 100 at 30 April 2021) ![img-15.jpeg](img-15.jpeg) ## (Discount)/premium* to net asset value (figures plotted on a monthly basis) ![img-16.jpeg](img-16.jpeg) ## Annual change in net asset value and share price ![img-17.jpeg](img-17.jpeg) ## Annual net asset value and share price total returns* (relative to the benchmark† total returns) ![img-18.jpeg](img-18.jpeg) * 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. 19 --- Strategic report # Ten year record ## Capital | 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)** | ## Revenue | 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 | 7,787 | 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** | ## Gearing ratios | Net gearing * % | Gross gearing * % | | --- | --- | | (2) | – | | (1) | – | | 3 | 4 | | (1) | – | | (1) | – | | – | 1 | | 2 | 2 | | 3 | 5 | | 5 | 6 | | 9 | 9 | | **9** | **10** | 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%. 20 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Cumulative Performance (taking 2016 as 100) | At 30 April | Net asset value per share | Net asset value total return * | Share price | Share price total return * | Benchmark † | Benchmark † total return * | 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% | # Ten year total return* performance ![img-19.jpeg](img-19.jpeg) 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. 21 --- Strategic report # The managers’ core investment principles ## Investment philosophy The following are the three core principles underpinning our investment philosophy. We have a consistent, differentiated long-term investment approach to managing UK equities that should stand investors in the Company in good stead: ### Growth We search for the few companies which have the potential to grow substantially and profitably over many 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 will be 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 and also from income accumulated over long periods of time. ### Patience Great growth companies are not built in a day. We firmly believe that investors need to be patient to fully benefit from the scale of the potential. Our investment 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 a greater 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 is paid to the composition of market indices and active 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 be significantly different from the benchmark and hence the outcome in returns (in both good and bad periods) 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. 22 Annual Report and Financial Statements 2026 --- 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 to our 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 if that 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. 23 --- Strategic report # 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 a policy. 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 if we 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 ![img-20.jpeg](img-20.jpeg) ## Voting distribution ![img-21.jpeg](img-21.jpeg) 24 Annual Report and Financial Statements 2026 --- 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 inform our 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 remains resilient. 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. 25 --- Strategic report # 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 34 per 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. As a next step, we plan to organise a call with an independent board member. 26 Annual Report and Financial Statements 2026 --- 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 next phase. 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. We will continue to monitor and engage on execution, particularly partner morale and how the new board and management teams bed in. 27 --- Strategic report # 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, it may purchase its own shares or issue shares. The price of the Company's shares is determined, like other listed shares, by supply and demand. The Company has been approved as an investment trust by HM Revenue & 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. 28 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ## Key performance indicators At each Board meeting, the Directors consider a number of performance measures to assess the Company's success in achieving its objectives. The Board 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. ![img-22.jpeg](img-22.jpeg) ### 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. ![img-23.jpeg](img-23.jpeg) ### 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 net asset value. ![img-24.jpeg](img-24.jpeg) 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. 29 --- Strategic report ## 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 page 81. ## 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. A description 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 to high 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 to their 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. ![img-25.jpeg](img-25.jpeg) 30 Annual Report and Financial Statements 2026 --- 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 Board monitors 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 30 April 2026, the Company bought back 20,949,202 shares. The Board use buybacks to endeavour to maintain a single digit discount, in normal market conditions. # 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 capital gains. 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. ![img-26.jpeg](img-26.jpeg) 31 --- Strategic report ## Custody and depositary risk ### What is the risk? Safe custody of the Company's assets may be compromised through control failures by the Depository, including breaches of cyber security. ### How is it managed? To mitigate this risk, the Audit Committee receives six monthly reports from the Depository 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. The Custodian's assured internal controls 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 investigated. In addition, the existence of assets is subject to annual external audit. ### Rating and change 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 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 in listed securities, at present, that are readily realisable. Further information 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 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. ![img-27.jpeg](img-27.jpeg) 32 Annual Report and Financial Statements 2026 --- 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 a cyber 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 investee companies. 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. ![img-28.jpeg](img-28.jpeg) 33 --- Strategic report ## 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 in the long-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 on the community and the environment; - e. the desirability of the company maintaining a reputation for high standards of business conduct; and - f. the need to act fairly as between members of the company. 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. 34 Annual Report and Financial Statements 2026 --- 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 with shareholders and the Annual General Meeting provides the key 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 the management of the Company's portfolio and the administration of the Company'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 social and environmental change, both positively and negatively, as well as generating, through their commercial success, the investment growth sought by the Company's shareholders. The investee companies have an interest in understanding their shareholders' investment rationale in order to assure themselves that long-term business strategies will be supported. | The Board is cognisant of the need to consider the impact of the Company's investment strategy and policy on wider society and the environment. The Board considers that its oversight of environmental, social and governance ('ESG') matters is an important part of its responsibility to all stakeholders. The Board's review of the Investment Manager includes an assessment of their ESG approach and its application in making investment decisions. The Board reviews Governance Engagement reports, which document the Investment Manager's interactions with investee companies on ESG matters (see 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 hold the 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. | 35 --- Strategic report | 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. | | Depository and Custodian | The depository is responsible for the safekeeping of the Company's financial instruments, as set out in more detail on page 52. | The Depository 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 Depository 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, can exist without having an influence on the society in which it operates or utilising the planet's resources. Through its third-party relationships, as noted above, the Company seeks to be a positive influence and, in circumstances where that is not possible, to mitigate its negative impacts insofar as is possible. | The 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). | 36 Annual Report and Financial Statements 2026 --- 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 The Royal Bank of Scotland International Limited with a £30 million 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 30 April 2026, £42.2 million 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 and three 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 its suppliers are typically professional advisers. A statement by the Managers under the Act has been published on the Managers' website at bailliegifford.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 37 --- Strategic report ![img-29.jpeg](img-29.jpeg) King's Cross Tunnel, London, UK 38 Annual Report and Financial Statements 2026 --- # Governance report 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 # Directors and management ![img-30.jpeg](img-30.jpeg) **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. ![img-31.jpeg](img-31.jpeg) **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. ## 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 and US. - 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. ![img-32.jpeg](img-32.jpeg) **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. ## 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. 40 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ![img-33.jpeg](img-33.jpeg) **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. #### 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. ![img-34.jpeg](img-34.jpeg) **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. She is a Chartered Accountant. #### Appropriate Skills - Financial expertise: Chartered Accountant with senior CFO and board-level experience. - Audit and risk oversight: Audit Committee Chair experience 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. #### 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 Trust plc'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. 41 --- Governance report # 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 best interests 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. 42 Annual Report and Financial Statements 2026 --- 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. ### **Depository** In accordance with the Alternative Investment Fund Managers Regulations, The Bank of New York Mellon (International) Limited has been appointed as Depository to the Company. The Depository's responsibilities include cash monitoring, safe keeping of the Company's financial instruments, verifying ownership and maintaining a record of other assets and monitoring the Company's compliance with investment limits and leverage requirements. The custody function is also undertaken by The Bank of New York Mellon (International) Limited ('the Custodian'). ### **Directors** Information about the Directors, including their relevant experience, can be found on pages 40 and 41. 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. Their contribution 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 6.20p per ordinary share. No interim dividend was declared. Dividends are paid by way of a single final payment. If approved by shareholders at the Annual General Meeting, the recommended final dividend per ordinary share will be paid on 11 September 2026 to shareholders on the register at the close of business on 14 August 2026. The ex-dividend date is 13 August 2026. 43 --- Governance report ## 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, 17,338,032 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 15 months from the passing of the resolutions, if earlier. 44 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc Resolution 12, which is proposed as a special resolution, seeks authority for the Directors to issue shares 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 18,388,802 ordinary 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 1 May and 23 June 2026, the Company bought back 1,450,997 shares into treasury at a cost of £3,037,034. 54,042,573 shares were held in treasury as at 23 June 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. 45 --- Governance report ### **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 of that information. ### **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 46 Annual Report and Financial Statements 2026 --- 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 ('UK Code') 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. 47 --- Governance report ![img-35.jpeg](img-35.jpeg) * 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. 48 Annual Report and Financial Statements 2026 --- 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 available on 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. 49 --- Governance report 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. 50 Annual Report and Financial Statements 2026 --- 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 set out 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 the Chairman 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 and regulatory 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 or loss. 51 --- Governance report 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 to the Managers and Secretaries and the controls managed 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 internal controls which is documented within an internal controls report which complies with ISAE 3402 – 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 given regularly to the nature and extent of risks facing the Company and that they are being actively monitored. Where changes in risk have been identified during the 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's Depositary 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 a report 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. 52 Annual Report and Financial Statements 2026 --- 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 note 11 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 any members of the Board may do so by writing to them at the Company's registered office or through the 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 been reviewed 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. 53 --- Governance report 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 is available on the Managers' website at bailliegifford.com. A Company specific TCFD climate report is also available on the Company's page of the Managers' website at bgukgrowthtrust.com. The Managers, Baillie Gifford & Co, are signatories to the Carbon Disclosure Project. On behalf of the Board Neil Rogan Chairman 25 June 2026 54 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Audit Committee report 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; - 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 Baillie Gifford & Co whereby its staff may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters. ## Internal audit The Committee continues to believe that the compliance and internal 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. 55 --- Governance report ## 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. The Committee 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 (as described on pages 75 and 76) and approved the valuation of the unlisted investment following a detailed review of the valuation of the investment and relevant challenge where appropriate. The Managers agreed the holding in certificated form to confirmations 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 56 Annual Report and Financial Statements 2026 --- 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. 57 --- Governance report 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. 58 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ### 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. | 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** | \* 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. ### Annual Percentage Change in Remuneration This represents the annual percentage change in the remuneration paid to the Directors. | 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 | 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 30 April 2022. 59 --- Governance report ### 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. | 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 2 January 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 | ### 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. | | 2026 £'000 | 2025 £'000 | Change % | | --- | --- | --- | --- | | Directors' remuneration | 193 | 164 | 17.7% | | Dividends | 7,082 | 8,111 | (12.7%) | ### 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) ![img-36.jpeg](img-36.jpeg) 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. ### Approval The Directors' remuneration report on pages 57 to 60 was approved by the Board of Directors and signed on its behalf on 25 June 2026. Remuneration Committee Chairman 60 Annual Report and Financial Statements 2026 --- 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. 61 --- # 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 FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. --- 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. 63 --- Financial report - 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. | 64 Annual Report and Financial Statements 2026 --- 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 valuation specialists. ### 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. 65 --- Financial report | 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 30 April 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 Gilford's (The 'Manager') processes and controls surrounding revenue recognition by performing walkthrough procedures to evaluate the design and implementation of controls. 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 data vendor. 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. | 66 Annual Report and Financial Statements 2026 --- 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. | 67 --- Financial report ## 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. 68 Annual Report and Financial Statements 2026 --- 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 or error. 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. 69 --- Financial report ## 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. The risk 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 detailed below. 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) Regulations 2018. - 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. This description 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 Chapter 3 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 70 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Income statement for the year ended 30 April 2026 (with comparatives for the year ended 30 April 2025) ## 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** | 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. 71 --- Financial report # 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** | | | **245,685** | | **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** | | | **245,685** | | **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. 72 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Statement of changes in equity ## 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** | **17,504** | **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** | The accompanying notes on pages 75 to 87 are an integral part of the Financial Statements. 73 --- Financial report # Cash flow statement 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 | | **1,683** | | **823** | \* 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. 74 Annual Report and Financial Statements 2026 --- 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 (Level 1) 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 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, 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. 75 --- Financial report ## 01 Significant accounting policies (continued) ### b. Significant accounting estimates and judgements The preparation of the Financial Statements requires the use of estimates, assumptions and judgements. These estimates, assumptions and judgements affect the reported amounts and liabilities, at the reporting date. While estimates are based on best judgement using information and financial data available, the actual outcome may differ from these estimates. The key sources of estimation and uncertainty relate to the 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') to each 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 as follows: (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 account on the date on which the investments are quoted ex-dividend or, where no ex-dividend date is quoted, when the Company's right to receive payment is established. ii. Special dividends are treated as repayments of capital or 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. 76 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc ## 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. ## 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. 77 --- Financial report ## 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 | | Depository 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. 78 Annual Report and Financial Statements 2026 --- 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 Wayne Technologies Ltd. 79 --- Financial report ## 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 Wayne 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. 80 Annual Report and Financial Statements 2026 --- 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 30 April 2026, £24,350,000 was drawn down under this facility. At 30 April 2025, £24,350,000 was drawn down under a one year £30 million unsecured revolving credit loan facility with The Royal Bank of Scotland International Limited which expired in July 2025. The main covenant relating to the above loan is that total borrowings shall not exceed 30% of adjusted portfolio value. There were 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. 81 --- Financial report # 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. The revenue 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. 82 Annual Report and Financial Statements 2026 --- 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, no Director 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 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. ## 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 of changes 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. 83 --- Financial report ## 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 in note 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 (see 1(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. | At 30 April 2026 Valuation technique | Significant unobservable inputs* | | | | | | Sensitivity to changes in significant unobservable inputs | | --- | --- | --- | --- | --- | --- | --- | --- | | | Fair value of investment £'000 | Significant unobservable inputs | Other unobservable inputs^{†} | Range | Weighted average range | Sensitivity % | | | Recent transaction price^{‡} | 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). | 84 Annual Report and Financial Statements 2026 --- 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. The resultant revenue or earnings multiples or share price movements derived will vary depending on the companies selected and the industries they operate in. # **(d) Selection of appropriate benchmarks** The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of each company are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for comparison where applicable. 85 --- Financial report ## 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 Depository is liable for the loss of financial instruments held in custody. The Depository will ensure that any delegate segregates the assets of the Company. The Depository 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. 86 Annual Report and Financial Statements 2026 --- 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 note 12. 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. 87 --- # Shareholder information --- Baillie Gifford UK Growth Trust plc # Notice of Annual General Meeting ![img-37.jpeg](img-37.jpeg) **Baillie Gifford™** ![img-38.jpeg](img-38.jpeg) The Annual General Meeting of the Company will be held at 1 Moorgate Place, City of London, EC2R 6EA 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 the Company, 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. Notice is hereby given that an Annual General Meeting of Baillie Gifford UK Growth Trust plc will be held at 1 Moorgate Place, City of London, EC2R 6EA on Wednesday 2 September 2026 at 12.00 noon for the following purposes. 89 --- Shareholder information ## 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 ordinary share. 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. 90 Annual Report and Financial Statements 2026 --- 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 91 --- Shareholder information ## Notes 1. 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. 2. 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 **epoxyappointment.com** no later than 2 days (excluding non-working days) before the time of the meeting or any adjourned meeting. 3. 03. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual and/or by logging on to the website **euroclear.com/CREST**. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. 4. 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. 5. 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. 6. 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. 7. 07. The return of a completed proxy form or other instrument of proxy will not prevent you attending the AGM and voting in person if you wish. 92 Annual Report and Financial Statements 2026 --- 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 by either setting out the resolution in full or, if supporting 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) must be received by the Company no later than 22 July 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) at least 100 members who have a right to vote on the resolution to which the requests relate and hold shares in the Company on which there 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, EH3 8RY. Electronic requests permitted under section 338 (see note 11) should be sent to enquiries@bailliegifford.com. 93 --- Shareholder information 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. 94 Annual Report and Financial Statements 2026 --- 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 on the Company The price of shares is quoted daily in the Financial Times 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 share identifiers 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 the share register on behalf of the Company. In the event of queries regarding shares registered in your own name, please contact the Registrars on 0370 703 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. 95 --- Shareholder information 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 epoxyappointment.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. 96 Annual Report and Financial Statements 2026 --- Baillie Gifford UK Growth Trust plc # Communicating with shareholders ![img-39.jpeg](img-39.jpeg) Trust magazine ## 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. ![img-40.jpeg](img-40.jpeg) Baillie Gifford UK Growth Trust plc web page at bgukgrowthtrust.com ## UK Growth Trust on the Web Up-to-date information about Baillie Gifford UK Growth Trust plc, is on the Baillie Gifford UK Growth Trust plc pages of the Managers' website at bgukgrowthtrust.com. You will find full details of Baillie 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. 97 --- Shareholder information # Insights ![img-41.jpeg](img-41.jpeg) ## **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. ![img-42.jpeg](img-42.jpeg) ![img-43.jpeg](img-43.jpeg) ## **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. ![img-44.jpeg](img-44.jpeg) ![img-45.jpeg](img-45.jpeg) ## **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. ![img-46.jpeg](img-46.jpeg) 98 Annual Report and Financial Statements 2026 --- 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 AIFM remuneration 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. No Provider has any obligation to update, modify or amend the data or to otherwise notify a recipient thereof in the event that any matter stated herein changes or subsequently becomes inaccurate. Without limiting the foregoing, no Provider shall have any liability whatsoever to you, whether in contract (including under an indemnity), in tort (including negligence), under a warranty, under statute or otherwise, in respect of any loss or damage suffered by you as a result of or in connection with any opinions, recommendations, forecasts, judgements, or any other conclusions, or any course of action determined, by you or any third party, whether or not based on the content, information or materials contained herein. ## 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 the indexes or data and no party may rely on any indexes or data contained in this communication. No further 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. 99 --- Shareholder information # Glossary of terms and Alternative Performance Measures ('APM') 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%)** | 100 Annual Report and Financial Statements 2026 --- 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** | **15.9%** | **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. 101 --- Shareholder information 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. 102 Annual Report and Financial Statements 2026 --- 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 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. ![img-47.jpeg](img-47.jpeg) 103 --- Shareholder information # Company information Directors Chairman: Neil Rogan Ruary Neill Seema Paterson Cathy Pitt Andrew Westenberger 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 Depository The Bank of New York Mellon (International) Limited 160 Queen Victoria Street London EC4V 4LA Company details bgukgrowthtrust.com Company Registration No. 2894077 ISIN: GB0007913485 Sedol: 0791348 Ticker: BGUK Legal Entity Identifier: 549300XX386SYWXBXW22 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 104 Annual Report and Financial Statements 2026 --- ![img-48.jpeg](img-48.jpeg) --- bgukgrowthtrust.com ![img-49.jpeg](img-49.jpeg) 3 Haymarket Square, Edinburgh EH3 8RY Telephone +44 (0)131 275 2000