Annual Report • Jan 20, 2025
Annual Report
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Annual Report and Financial Statements Edinburgh Worldwide Investment Trust plc 31 October 2024 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. Edinburgh Worldwide Investment 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 FCA in relation to non‑mainstream investment products. This document is important and requires your immediate attention. Investor disclosure document The UK Alternative Investment Fund Managers Regulations requires certain information to be made available to investors prior to their making an investment in the Company. The Company’s Investor Disclosure Document is available for viewing at edinburghworldwide.co.uk. If you reside in the UK and are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant fi under the Financial Services and Markets Act 2000 immediately. If you are outside the UK, you should fi If you have sold or otherwise transferred all of your ordinary shares in Edinburgh Worldwide Investment Trust plc, please forward this document, together with any accompanying documents, but not your personalised Forms of Proxy, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was or is being effected for delivery to the purchaser or transferee. 01 Edinburgh Worldwide Investment Trust plc Introduction An introduction to Edinburgh Worldwide Investment Trust plc 02 Strategic report Chair’s statement 05 One year summary 10 Managers’ biographies 12 Managers’ review 13 Baillie Gifford – valuing private companies 19 Review of investments 20 Twenty largest holdings and twelve month performance 24 List of investments 25 Distribution of total assets 30 Distribution of total assets by industry 31 Five year summary 32 Ten year record 34 Baillie Gifford stewardship principles 36 Environmental, social and governance engagement 37 Baillie Gifford proxy voting 41 Business review 42 Governance report Directors’ biographies 57 Directors’ report 61 Corporate governance report 67 Audit and management engagement committee report 73 Directors’ remuneration report 76 Statement of Directors’ responsibilities 80 Financial report Independent auditor’s report 83 Income statement 90 Balance sheet 91 Statement of changes in equity 92 fl 93 Notes to the Financial Statements 94 Shareholder information Requisitioned General Meeting and Annual General Meeting 114 Further shareholder information 116 Third party data provider disclaimer 118 Communicating with shareholders 119 Sustainable Finance Disclosure Regulation 121 Glossary of terms and Alternative Performance Measures 122 Company information 125 Contents Introduction Annual Report and Financial Statements 2024 02 An introduction to Edinburgh Worldwide Investment Trust plc Unearthing the next generation of great growth businesses Edinburgh Worldwide offers shareholders a unique portfolio of publicly traded and private businesses operating at the frontiers of technological innovation and transformation. The Company is a global smaller companies specialist aiming to generate long‑term capital appreciation by early access to emerging businesses with significant disruptive growth potential. The opportunity Edinburgh Worldwide captures investment opportunities, from the global smaller companies investment universe, which are enabled by the long‑ running super‑cycle of technological change. We are in the middle of a period of profound change, with previously established norms being disrupted by new technologies. This is facilitated by decades‑long exponential trends in cost reduction and capabilities of key foundational technologies, such as processing power, genomic sequencing and battery storage, coming together to expand the frontiers of innovation. This pace of change looks set to accelerate, with explosions in areas such as data collection, connected internet devices and renewable energy ushering in a new societal paradigm. fi intelligence, deeper biological understanding, and fi computing will move from being theoretical to operational. Companies which can best harness these technologies will reframe society and become assets of intense strategic importance. Smaller, progressive companies present a unique means, relative to larger slower moving competitors, to access this technology‑led structural change. Unencumbered by ‘the innovator’s dilemma’, requirements to protect existing franchises, or internal competing priorities, immature businesses can design models and propositions from the ground up to best utilise these exciting new technologies. Meanwhile, established tools such as the internet, cloud computing, and digital networks mean smaller businesses can now reach more customers or operationally scale at an unprecedented rate, removing some historical advantages of larger competitors. Smaller companies can now have genuinely global ambitions and seek to disrupt the largest end markets. Edinburgh Worldwide Investment Trust plc 03 As demonstrated by the last three years, the market’s attention to this may wax and wane. However, this is a hugely vibrant opportunity set, propelled by restless human ingenuity and entrepreneurialism. Philosophy Rare companies Edinburgh Worldwide operates within the large global smaller companies universe, the Managers’ best estimates place this in the tens of thousands. Most of these, however, are unremarkable businesses without the disruptive potential sought by the Managers on shareholders’ behalf. The portfolio is designed to contain a special few early‑stage, immature businesses with the potential to disrupt large end markets through the creative use of innovation to facilitate propositions that are both better, and cheaper, than the status quo. fi a company’s ability to do this: fi problems and to reshape their industry; emerging edge – early signs of a competitive advantage that may compound over time; management – skilled individuals with a clear strategy for growth; and scalability – a business model which facilitates marginal returns becoming more attractive. Qualitative assessment against these traits is crucial to the manager’s ongoing idea generation and investment decision‑making. Long-term horizon The Managers observe markets as fundamentally ill‑suited to evaluating this type of mould‑breaking business. The companies they seek are attempting radical change, a process which takes many years fl wider range of outcomes for the earliest‑stage companies, the Managers have introduced a higher competition for capital among these holdings. To appreciate this and what such businesses could ultimately become, a long‑term horizon and patience are prerequisites. Hence, they are tasked with fi shareholders’ behalf. Markets, however, generally operate on a much shorter view. This is observable fl on the likelihood of a company’s sustained long‑term success, results in pronounced price movements. The Board backs the Managers to maintain holdings through periods of price volatility, provided operational metrics remain in line with the Managers’ expectations; tolerance of drawdowns has been an important feature for some of the most successful portfolio holdings. The Board and Managers believe that the discrepancy between Edinburgh Worldwide’s investment horizon and that of the market is a crucial source of edge and how the Managers can generate attractive long‑term investment returns. Harnessing asymmetry The portfolio attempts to harness the asymmetry inherent to equity markets – losses being capped at the amount invested, with returns potentially limitless – to deliver overall portfolio returns. The Managers acknowledge that they will not be successful with all individual investments but this risk tolerance is necessary to identify special fi the intention is to hold businesses for the long term, allowing them to contribute an outsized proportion of overall portfolio returns. Essentially, it is not about being right with the median investment but about ‘how right’ the Managers are with the top‑performing holdings. This pattern is observable with past holdings such as Tesla, Dexcom and Shockwave. There are holdings with similar potential currently within the portfolio and the Board is excited about the prospects of the Managers identifying more in time on behalf of the Company’s shareholders. This Strategic report, which includes pages 05 to 55 and incorporates the Chair’s statement, has been prepared in accordance with the Companies Act 2006. Strategic report 05 Edinburgh Worldwide Investment Trust plc Chair’s statement Jonathan Simpson-Dent Chair Appointed to the Board in 2020, andas Chair in March 2024 I was appointed Chair of Edinburgh Worldwide in March 2024, convinced that our proposition is unique, compelling and relevant. We offer shareholders a unique portfolio of publicly traded and private businesses operating at frontiers of technological innovation and transformation. The Company is a global smaller companies specialist aiming to generate long‑term capital appreciation by fi disruptive growth potential. When I took on the role, I knew that our performance over recent years had not met the rightfully high expectations of both our investors and the Board. fi together with our Manager, Baillie Gifford, and with added scrutiny from independent external specialists. The conclusion of this work was announced on to reset the Company on a path for growth. Since then, Edinburgh Worldwide has come under attack from a US hedge fund, Saba Capital, looking to remove the Board and appoint itself as Manager with an entirely different approach and mandate. Whilst this attack was launched after this Annual Report’s year end, I refer to it in this report due to the implications and threat it poses. Annual Report and Financial Statements 2024 06 Review of the year This year has seen the long‑awaited start of Edinburgh Worldwide’s recovery. I am encouraged that our share price rose by 26.1% in the 12 months to 31 October 2024, with the Company’s net asset value (“NAV”) per share growing 12.8% and the discount narrowing from 17.4% to 7.6% over the period. The comparative index, the S&P Global Small Cap Index † , also rose strongly registering a gain of 21.6% in sterling terms during theriod. This upward momentum has continued and accelerated through to the end of the calendar year with a further 23.6% increase in our share price and 13.3% in our when the S&P Global Small Cap Index rose by 2.5%. Total return performance Six months to 30 April 2024 Six months to 31October 2024 Year to 31October 2024 Two months to 31December 2024 Share price +13.6% +11.0% +26.1% +23.6% NAV +6.4% +6.0% +12.8% +13.3% S&P Global Small Cap Index † +15.0% +5.8% +21.6% +2.5% As part of our comprehensive review that was announced by the Company on 20 November 2024, our Manager has moved rapidly to rebalance the portfolio in line with our announcement. Some of these actions, that were not subject to shareholder approval at the general meeting held on 18 December 2024, can with fewer holdings, more sectoral diversity and greater fi Number of holdings 0 60 80 100 120 31 October 2023 30 April 2024 31 October 2024 98 106 85 ● Number of holdings Key Sector mix 31 October 2023 % 31 October 2024 % Change Healthcare 36.2 29.9 Industrials 24.7 2 7. 8 Information technology 24.5 2 7. 0 Consumer discretionary 4.3 4.6 Financials 3.3 3.8 Communication services 3.8 3.3 Materials 0.8 0.7 Net liquid assets 2.4 2.9 EWIT Portfolio by Financial Resiliency Cohort 31 October 2023 % 31 October 2024 % Change Fledgling: companies that are not yet delivering fi 4.1 3.1 Initial Commercialisation: companies delivering fi 25.1 16.0 De-Risking: companies delivering Free Cash Flow (FCF) margin between ‑20% and 0% 30.8 16.2 Execution: companies delivering positive FCF 15.3 26.8 Proven Return: companies delivering positive FCF and Earnings Per Share (EPS) 24.6 3 7. 9 We continue to invest in unlisted businesses, which represented 25.3% of total assets as at 31 October 2024, and include a number of our most exciting investments. Some of the most disruptive and transformative companies are not listed on public markets and we believe that the Company’s Manager has a genuine edge in identifying and sourcing opportunities that have yet to come to the attention of a wider universe of investors, particularly those focused on public companies. * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † Total return in sterling terms. Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 118. fi Past performance is not a guide to future performance. Strategic report 07 Edinburgh Worldwide Investment Trust plc Resetting a path for growth In addition to rebalancing the portfolio, changes have been made to enhance team composition and structure with Luke Ward and Svetlana Viteva, who have been responsible for sourcing some of our most exciting investments, becoming co‑managers alongside Douglas Brodie. They will be fully supported by the full range of expertise across the wider Baillie Gifford team with additional systems and controls to tighten execution, decision making and discipline. Other measures that we announced in November 2024 were approved by shareholders at a General Meeting on 18 December 2024. This included several changes to the Company’s investment policy including: (i) raising the market capitalisation limit at the point of initial investment in an investee company from $5bn, set a decade ago, to realign to the largest constituent of the Company’s comparative index, the S&P Global Small Cap Index; and (ii) reducing the target range of companies in widen the Manager’s access to a bigger pool of exciting businesses and increase focus and oversight on a smaller number of investments. The Board is keen to emphasise that it remains committed to small, innovative companies and the changes to the investment policy allow it to ensure it has access to the appropriate investment universe. Unlisted investments As at the Company’s year end, the portfolio weighting in private companies stood at 25.3% of total assets, invested in fourteen private companies including SpaceX and PsiQuantum (2023: 26.2% of total assets in fourteen companies). The Company currently has shareholder authority to make investments into unlisted investments of up to 25% of total assets, measured at the time of investment. fi continue to be held, but new positions or additions cannot be made. It should be noted that the unlisted weighting increased to 27.1% of the portfolio by 31 December 2024 following upward valuations in several investments. No new private company investments were made during the year. Share buybacks During the period, the Company bought 14,667,733 shares to be held in treasury at a total cost of The Board will continue to operate its share buy‑ back programme under its available authorities. While being mindful of the interests of longer‑term ongoing shareholders as well as market liquidity and sentiment, the Company may make purchases under this programme at a discount to NAV for shareholders seeking enhanced liquidity. Whilst not determining or prohibiting factors, the Board is also mindful of and continuously monitors the level of private company exposure and invested gearing. As announced in November 2024 as part of its strategic resetting plan, subject to Court approval, fi capital return programme of up to £130m. Borrowings fi currency revolving credit facility with The Royal Bank of Scotland International which expires in June 2026. In addition, a two‑year £36 million multi‑ currency revolving credit facility which expires in October 2026 was entered into with The Bank of New York Mellon in September 2024 to replace the previous facility with National Bank of Australia. The extent and range of equity gearing is discussed by the Board and Managers at each Board meeting. be geared to equities to maximise potential returns, with the current aspirational parameters set at +5% to +15% of shareholders’ funds. The invested equity gearing stood at +11% of shareholders’ funds at the fi: +14%). Annual Report and Financial Statements 2024 08 Strategic report Earnings and dividend The Company’s objective is to achieve long term capital growth. This year the net revenue return per share was negative 0.70p per share (2023 – negative fi being recommended by the Board. Should the level of underlying income increase in future years, the Board will seek to distribute to shareholders the minimum permissible to maintain investment trust fi Board composition It has been a busy and challenging time for investment trusts in general and for Edinburgh Worldwide. I want to express my gratitude to my fellow Board members for their support over the past year, a period requiring diligence, deep scrutiny, issue resolution and implementation. I commend each individual Board member for their challenge, guidance and commitment to arrive at important decisions for our shareholders. Thanks also to my predecessor Henry Strutt, who steered the Board up until the last AGM with tact and expertise. My thanks too, to Helen James who served as the Company’s Senior Independent Director until the last AGM and will not be standing for re‑election to the Board in 2025. Helen has been an outstanding fi McCracken, appointed Senior Independent Director at the last AGM, is already proving to be a worthy successor with her extensive experience as an entrepreneur, advisor and investor in venture capital backed high growth technology and healthcare businesses in the UK and US. The Board’s effectiveness and skills were fi the strength and relevance of experiences across the Director group. In particular, the assessment highlighted the extensive and relevant careers of 3 Directors in global smaller company and private company investing. We are also nearing the conclusion of a process to hire a director with an equity investment background and knowledge of emerging market and global portfolios. All Directors are subject to annual re‑election at the AGM. Biographies of each of the Directors can be found on pages 57 to 59. Looking forward: Protecting your investment The Board believes that our fundamental reason for being is as valid now as ever and we remain convinced that our proposition is unique, compelling fi year, we are starting with a better and more balanced portfolio, a top 10 underpinned by transformative businesses that include SpaceX, PsiQuantum, Alnylam, Axon and Aerovironment. With Luke Ward and Svetlana Viteva becoming co‑managers alongside Douglas Brodie, we are fi to achieve the Company’s objective and deliver for shareholders. Our comprehensive review of performance of the previous years has generated an action plan that can reset the Company on a path for growth. Shareholders’ recent approval for the new Investment Policy and the reduction of the Company’s share premium account, subject to Court approval, will provide headroom for further returns to Looking forward: Protecting the Company As declared in its requisition notice on 3 January 2025, US hedge fund Saba Capital would like to remove Edinburgh Worldwide’s independent Board, replace Baillie Gifford with themselves and take the Company down an entirely different path. I strongly encourage readers to study this Annual Report in conjunction with a Circular that will be published at the same time, in which I raise concerns about Saba’s intentions and the implications for shareholders. Shareholders should use their voices and their votes. 09 Edinburgh Worldwide Investment Trust plc Shareholder Meetings The Requisitioned General Meeting will be held fi at 11.45am on 14 February 2025. This will be immediately followed by the Company’s Annual General Meeting (‘AGM’) at 12 noon. The Board looks forward to seeing as many of those of you as possible who are able to attend either in person or watch by remote video link. Further information, including the proposed resolutions and information on the deadlines for submitting votes by proxy should you not be able to attend, can be found in the Circular on the Managers’ website at edinburghworldwide.co.uk or by scanning the QR code below. Shareholders who hold shares in their own name on the main register will be provided with Forms of Proxy, one for the Requisitioned General Meeting and another for the AGM. All Shareholders are encouraged to: • VOTE AGAINST all the Saba Resolutions to be proposed at the Requisitioned General Meeting. • VOTE IN FAVOUR of all the AGM Resolutions to be proposed at the AGM. Investors who hold their shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for their votes to be lodged on their behalf. Jonathan Simpson‑Dent Chair 17 January 2025 Strategic report Annual Report and Financial Statements 2024 10 31 October 2024 31 October 2023 change Total assets (before deduction of borrowings) £726.3m £688.0m Borrowings £91.7m £103.3m Shareholders’ funds £634.6m £584.7m Net asset value per ordinary share (borrowings at book value) 170.40p 151.06p +12.8% Share price 157.40p 124.80p +26.1% S&P Global Small Cap Index total return (in sterling terms) +21.6% Dividends paid and proposed per ordinary share Nil Nil Revenue earnings per ordinary share (0.70p) (0.65p) ‑7.7 % Ongoing charges * 0.76% 0.70% Discount (borrowings at book value) * (7.6%) (17.4%) Active share * 99% 99% Year to 31 October 2024 2024 2023 2023 Year’s high and low High Low High Low Share price 163.40p 125.40p 191.00p 122.40p Net asset value (after deducting borrowings at book value) 183.65p 151.59p 223.44p 150.42p Discount (borrowings at book value) * (4.4%) (17.7%) (5.9%) (23.4%) The following information illustrates how Edinburgh Worldwide has performed over the year to 31 October 2024. * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † The comparative index is the S&P Global Small Cap Index total return (in sterling terms). Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 118. fi Past performance is not a guide to future performance. One year summary * Share price +26.1% NAV +12.8% Comparative index † +21.6% Total returns * 11 Edinburgh Worldwide Investment Trust plc Year to 31 October 2024 2023 Net return per ordinary share Revenue (0.70p) (0.65p) Capital 19.48p (46.21p) Total 18.78p (46.86p) * Alternative Performance Measure, see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † S&P Global Small Cap Index total return (in sterling terms). Source: LSEG/Baillie Gifford and relevant underlying index providers. See disclaimer on page 118. Past performance is not a guide to future performance. NAV, share price and comparative index total return * fi3) (Discount)/premium to Net Asset Value fi OAS 2024 O 2023 NDJFMAMJJ ● Share price total return ● NAV total return ● Comparative index † total return 100 110 120 130 140 100 140 120 110 130 OSA 2024 O 2023 NDJFMAMJ J ● (Discount)/premium (after deducting borrowings at book value) plotted as at month end dates ● Average discount (24%) (20%) (4%) (8%) (12%) (16%) Performance since broadening of investment policy 31 October 2024 31 January 2014 ‡ % change capital % change total return 129 months from 31 January 2014 Net asset value per ordinary share (after deducting borrowings at fair value) * 170.40p 87.34p 95.1% 96.9% Net asset value per ordinary share (after deducting borrowings at book value) 170.40p 87.43p 94.9% 74.1% Share price 157.40p 81.00p 94.3% 95.3% Comparative Index (in sterling terms) † 120.0% 171.1% Strategic report Annual Report and Financial Statements 2024 12 Douglas joined Baillie Gifford in 2001 and became a partner in 2015. He is head of the Discovery Team and has led the strategy since its inception. He graduated BSc in Molecular Biology and Biochemistry from the University of Durham in 1997 and attained a DPhil in Molecular Immunology from the University of Oxford in 2001. Svetlana joined Baillie Gifford in 2012. She is She graduated BA in Economics and BA in Business Administration from the American University in Bulgaria in 2008, MSc in Investment Analysis in 2009 and PhD in Accounting and Finance in 2012, both from the University of Stirling. She is a CFA Charterholder. Svetlana was promoted to Manager November 2024. Luke joined Baillie Gifford in 2012. He is an investment manager in the Discovery Team. Companies Team. He graduated MEng (Hons) in Mechanical Engineering from the University of Edinburgh in 2012. Luke was promoted to Manager in November 2024. Kate Fox Investment Manager Appointed 2021 Douglas Brodie Portfolio Manager Svetlana Viteva Portfolio Manager Luke Ward Portfolio Manager Managers’ biographies 13 Edinburgh Worldwide Investment Trust plc Managers’ review A look back at the last 12 months: After several years of macroeconomic headwinds, the background for smaller companies growth fl abating across many geographies while growth and employment remained resilient, many central banks moved to ease their monetary policies and began to cut interest rates. This includes the US Federal Reserve, which cut its interest rates for fi began to broaden their risk appetite beyond the handful of mega‑caps, which had dominated market fl this macroeconomic backdrop is more favourable to our investing style, we are acutely aware of the many uncertainties that can derail markets. Geopolitical tensions exist in many parts of the world, notably in the Middle East and between Russia and Ukraine. National security and economic protectionism remain key considerations. Efforts to revitalise domestic manufacturing and to lessen the reliance on China have resulted in a new wave of tariffs and sanctions on Chinese exports, ranging from critical metals to electric vehicles to advanced technologies like AI. China’s response has been to restrict the export of materials and technologies where it dominates the supply chain. Politically motivated economic policies are not new but have become a prominent feature of this age and add a new dimension of uncertainty and complexity to the operations of many global companies. Foreign policy and the fragility of the global order continue to be the topic of debate after a wave of elections across many key geographies, most notably the presidential election in the US. The US market’s response so far has been strong on expectations that the incoming administration’s policies will be pro‑growth, including deregulation and a reduced corporate tax environment. However, the future of the US global alliances remains very much in question and could have profound implications for the global balance of power. While this can present risks, it could also unlock new opportunities for investors. We are not trying to second‑guess tomorrow’s political or economic landscape and repositioning the portfolio in response. This is not our skill set. We are highly fi driven by technologies like quantum computing, robotics, automation, and new materials engineering, amongst others. That excites us, and fi companies that are driving or enabling progress and have the potential to deliver a substantial return regardless of the macroeconomic cycle. Strategic report Annual Report and Financial Statements 2024 14 Process Update and Portfolio Alignment After three years of testing shareholders’ patience with returns that haven’t been good enough, in the second half of 2024, we recognised the necessity to thoroughly review the ‘why’ and ‘how’ of what we do. fi of recent macroeconomic headwinds, the scale of underperformance hinted at systematic errors that we were keen to understand better and remedy. We are grateful for the wholehearted support and valuable collaboration with the Board while undertaking this important work. We’d stress that the ‘why’ remains immovable. EWIT looks to invest in tomorrow’s winners while they are still early in their journey. Our philosophy is based on the fundamental belief that problem‑solving is an inherent human trait. Over time, technology and science have led to economic prosperity and fi By investing in technology‑led innovation, we are backing human ingenuity and progress. We look for growth, entrepreneurial mindset and innovative solutions. And nowhere is this more present than in the small companies universe, a place of potential and possibility. Notably, the review underscored that our approach remains a differentiated means to access this vibrant opportunity set, particularly with the resultant access to unique private businesses. Yet, the “how” is iterative, with insights building over time. As a management team, we consistently learn, hypothesise, test, and interpret results. As a normal course of action, you should expect us to gradually enhance our processes to achieve better results. As painful as it is, a period like that we’ve just been in can often be the richest in learning, bringing into fl Based on lessons from this period, we’ve made fi bolstering the investment decision‑making structure, addressing the strategy’s key risk factor with a new portfolio construction framework, and strengthening fi to improve our hold discipline and deliver a better spread of exposures within the portfolio regarding fi We’re excited that these enhancements will create fi pockets of the portfolio. The team will be made to consider the marginal holding in areas of industrial concentration and the earliest stage, most volatile assets, prompting us to delve more deeply into the team’s relative conviction levels. In short, these enhancements should create a better, more robust investment process to help us make a higher proportion of value‑accretive investment decisions. fi progress implementing these adjustments, moving around 8% of the portfolio towards alignments. This entailed reducing exposure to several of our healthcare and software companies. Simultaneously, we exited several positions where a commercial fl conviction in a successful outcome has diminished * . Accordingly, the number of portfolio holdings has come down meaningfully over the last year. We are fi may reduce that further. It’s worth highlighting that idea generation has continued apace. We’ve sought ideas from a broad range of geographies, sectors, and maturity stages to support the rebalancing. A few examples include: Silergy, one of China’s leading analogue semiconductor companies. The manufacture of analogue chips continues to be an industry dominated by US companies. As the largest, most reputable local player, Silergy is well‑placed to fi US‑based Rx Sight makes adjustable intra‑ocular lenses, allowing doctors to customise patients’ vision after cataract surgery, enabling better vision without glasses. Its small market share leaves a runway for growth in the US and internationally. Britain’s Raspberry Pi, the maker of the eponymous low‑cost, compact single‑board computers and computing modules, should experience substantial growth over the coming year as these get embedded and become the “brains” in IoT factories and Edge AI products. dLocal is a Uruguayan payment processor that helps global merchants do business in emerging markets. Payments tend to be local in these markets, credit card fraud is rampant, and the regulatory and tax landscape is constantly evolving. Growth should remain strong as the penetration of e‑commerce across these markets continues to increase. * Sutro Biopharma, Ilika, LivePerson Inc, Codexis, Cosmo Pharmaceuticals, EverQuote Inc, Cellectis, Avacta and Beam. 15 Edinburgh Worldwide Investment Trust plc We look forward to monitoring these holdings on your behalf in the years ahead. Portfolio The theme that captured imaginations and headlines fi so that it was honoured with the 2024 Nobel Prizes, with both the Physics and Chemistry prizes awarded for AI‑driven work. All eyes remain on the progress of foundational AI models and their ability to reason, and we’ve started to see AI penetrate different sectors and winners emerge in various guises, permeating well beyond Big Tech. Axon, the maker of Taser devices and body cameras, is a stellar example from the portfolio. Most market fi its addressable opportunity by the technologies it uses. The company’s potential is best captured by the problem it looks to solve, which is to modernise law enforcement. AI is just the latest tool at their disposal. They are building a suite of AI products, flfi police reports by using the audio of their body‑ worn cameras, dramatically reducing the time spent on paperwork. As a near monopoly in hardware products, Axon is well‑positioned to upsell the AI‑enabled software which feeds off these. This makes the Axon solution stickier and strengthens its competitive moat. AeroVironment is pioneering AI integration into unmanned aerial systems, applying the technology to enhance its autonomous capabilities for defence and military applications. Through careful application of the technology, empowered by decades of technological expertise and extensive mission datasets, it’s developed AI solutions to allow its drones to operate effectively in communications‑ challenged environments and improve advanced computer vision to deliver precise object detection, fi made phenomenal progress over the last twelve fi entrenched in US Government defence programmes. However, it’s hugely encouraging to see it cement its competitive advantage in this manner. We’re observing a similar situation in healthcare where companies with a pre‑existing strong competitive advantage can quickly leverage new technology. Our holding in Doximity is a good example. As the leading professional network for medical practitioners, Doximity counts over 80% of all US physicians, over 50% of all US nurses and 90% of all US medical students as its users. It develops various tools for these professionals to allow them to communicate with patients and fl and increase their productivity. The company has quickly rolled out several AI‑enabled tools, such as streamlined referral processes and medical letter drafting, transforming doctors’ practices allowing them to spend less time on paperwork and more time with their patients. We’ve highlighted these three, but many holdings have swiftly incorporated AI in their product offerings and successfully monetised these AI‑powered solutions. AI has served as a catalyst for other holdings, accelerating the demand for their products. One example is our long‑standing holding in American Superconductor. The company makes a superconducting wire which substantially boosts power transmission at a much lower voltage. The properties of the superconducting wire make it uniquely well positioned and relevant for many applications—from voltage management in wind turbines to protection systems for ships in the fi and reliability. Our hypothesis for a long time has been that the grid needs to evolve, and the transmission infrastructure needs to expand to fi generation and the increasing usage of renewable energy. In that regard, power‑hungry AI data centres represent only the latest challenge for the energy infrastructure. With no signs of the AI infrastructure buildout slowing down, demand for American Superconductor’s grid products, representing most revenues, has been very strong. The rise in energy demand by AI data centres has been so dramatic that leading technology companies have been pushed to consider nuclear energy as a part of the solution to this growing problem. In recent months, Alphabet, Microsoft, and Amazon announced their intentions to use nuclear energy to power AI by restarting old plants like Three Mile Island and investing in small modular reactors. This pro‑nuclear stance only adds to a broader nuclear renaissance driven by environmental and geopolitical considerations. Russia’s invasion of Ukraine exposed the over‑reliance on Russian‑sourced nuclear fuel and put energy security at the top of mind. Strategic report Annual Report and Financial Statements 2024 16 to support the buildout of a domestic nuclear fuel supply chain and reduce its considerable reliance on international imports. There is growing pressure to ensure enough capacity for the new generation of smaller advanced nuclear reactors currently being developed. In Australia’s Silex Systems, we believe we have found a technology that can completely reshape the nuclear fuel supply chain. Silex is pioneering a novel uranium enrichment technology using lasers – an approach that promises to be cheaper than the status quo and practical to deploy at scale. The technology behind uranium enrichment has changed little over the decades. Still, given the structural advantages of a laser‑based approach, we expect it to become the leading technology in the industry over time. Silex is completing a full‑scale pilot demonstration of its technology by the end of this year and looking to begin constructing its fi While the team’s focus is on uranium enrichment, the technology they have developed has broader implications. They are already exploring opportunities in silicon enrichment for quantum computing and medical isotope enrichment. While AI currently dominates investor psyches’, our philosophy requires us to peer out over the coming decade and consider ‘what next’. We strongly suspect that quantum computing will be the next fi is still being established, but success would be transformational, making the excitement around AI feel quaint. Our large holding in PsiQuantum is at the forefront of this, with strategic primacy on commercial relevance. Over the year, it received two large non‑dilutive cash injections from the US and Australian governments, further validating its technology and progress. We’ve discussed the evolution of the space industry on previous occasions. SpaceX has continued to progress with the development of its Starship rocket, which recently demonstrated an ability to catch the rocket’s enormous booster section back at the launchpad. This is one of the key steps in unlocking a fully and rapidly reusable launch system, which will fi for the future space economy. Testing will continue in 2025, with ambitions to pass other key milestones such as in‑orbit refuelling and gradually increase the frequency of launches. In the meantime, Falcon fl 100 times this year (an average of 1 launch every satellite broadband worldwide, has continued to in orbit, adding millions of new customers yearly. The network is now ready to turn on direct‑to‑cell services in the US, allowing phones and Internet of Things devices to receive signals and send messages regardless of location. We’d be remiss not to mention the ongoing progress in healthcare. Alnylam, a company we have owned since 2014, is the undisputed leader in RNA interference, a technology allowing selective silencing of genes implicated with various diseases. Earlier this year, they demonstrated a successful Phase 3 readout in an age‑related form of cardiovascular disease, an indication that is likely to be a huge commercial success and push them fi aggressively pursue its expanding pipeline and broaden its targets outside the liver. One fascinating aspect of the company’s ambition is in neurology, where demand continues to be unmet and patient outcomes are poor. Over the last decades, academia and the pharmaceutical industry have been almost fl the production of beta‑amyloid protein cause Alzheimer’s. Alnylam takes a slightly different approach by going upstream and targeting a protein that causes the overproduction and build‑up of beta‑ amyloid in the brain. The company is currently in a phase 1 trial in early‑onset Alzheimer’s patients, and the early results look very promising. This is just the fi reasons for optimism for the millions of patients diagnosed with central nervous system diseases. If successful, the reward for Alnylam shareholders will be substantial. The company continues to be a top holding in the portfolio. Outlook When discussing our outlook for EWIT, given our approach, we usually attempt to project over the longer‑term periods we consider more meaningful periods. We stress that progress and innovation don’t occur linearly, and shareholders should be patient because, eventually, the fundamental qualities of the portfolio will come through. We believe we have assembled a unique portfolio of companies offering innovative products and services, doing things faster, better and cheaper 17 Edinburgh Worldwide Investment Trust plc than the competition. These innovative propositions will result in considerable growth and attractive shareholder returns. While maintaining that long‑term view, there’s also a palpable sense that we could be approaching a fl from the recent disappointing pattern into something more rewarding. Three observations contribute to this view; 1. The portfolio’s top-line growth has re-accelerated. For comparison, using the same metric, our benchmark has contracted. Following a challenging 2023, many of our holdings have adapted to a more rigorous operating environment. At the same time, we’ve moved on from several holdings that weren’t delivering relative to our expectations. These numbers, however, don’t speak to our perception of the portfolio’s considerable growth potential. Many holdings are approaching catalysts which could accelerate their growth. Consider the names highlighted earlier in the report, such as the next generation of SpaceX rocketry or the acceleration of demand prompted by Axon’s AI innovations. 2. The portfolio has a much greater proportion of financially developed, resilient businesses. The process evolutions we’ve introduced, plus progress by individual holdings, have resulted in the portfolio having more than double the fi compared to twelve months ago. Yet, what’s more exciting is that independent forecasts estimate these holdings to grow their earnings at more than 20% over the next three years, more than double the benchmark rate. And frankly, we believe that is conservative. 3. Portfolio valuations remain undemanding. Following the turbulence of the last few years, the small‑cap asset class continues to trade on a wide discount relative to its long‑term average and larger peers. Our portfolio has not been immune to this, with valuation metrics fi years. Obviously, we cannot accurately predict the trigger for this to unwind and normalise. Yet, given how painful the interest rate hiking cycle was, it stands to reason that the expected gradual reduction of rates could be a helpful tailwind which prompts a re‑evaluation of the small‑cap asset class and our portfolio. We fully acknowledge that we’ve badly underperformed over the last few years. The changed investing environment is partly responsible, but we’ve also made mistakes. In this report, we’ve tried to convey the hard work of identifying the key learnings, incorporating these into our processes, and repositioning the portfolio. Yet, with this as a starting point, armed with a new, more robust process and a rebalanced portfolio with accelerating operational performance, which fl excited by what’s to come. Strategic report Annual Report and Financial Statements 2024 18 19 Edinburgh Worldwide Investment Trust plc We aim to hold our private company investments at ‘fair value’ i.e. the price that would be paid in an open‑market transaction. Valuations are adjusted both during regular valuation cycles and on an ad hoc basis in response to ‘trigger events’. Our valuation process ensures that private companies are valued in both a fair and timely manner. The valuation process is overseen by a valuations group at Baillie Gifford, which takes advice from an independent third party (S&P Global). The valuations group is independent from the investment team with all voting members being from different operational fi fifi We revalue the private holdings on a three‑month rolling cycle, with one third of the holdings reassessed each month. During stable market conditions, and assuming all else is equal, each twelve‑month period. For investment trusts, respective investment trust boards and are subject to the scrutiny of external auditors in the annual audit process. Beyond the regular cycle, the valuations group also monitors the portfolio for certain ‘trigger events’. These may include: changes in fundamentals; Initial Public Offering (‘IPO’); company news which fi managers, or meaningful changes to the valuation of comparable public companies. Any ad hoc change to the fair valuation of any holding is implemented fl value. There is no delay. The valuations group also monitors relevant market indices on a weekly basis and updates valuations in a manner consistent with our external valuer’s (S&P Global) most recent valuation report where appropriate. Periods of market volatility during the year have meant that valuations continue to be reviewed more frequently, in some instances resulting in a further fi revaluations carried out during the year to 31 October fl the private investment portfolio that has not resulted Edinburgh Worldwide Investment Trust % Percentage of portfolio valued up to 4 times 20 Percentage of portfolio valued 5+ times 80 fl3 to 31 October 2024 to align with the Company’s reporting period end. The average movement in company valuations and share prices across the portfolio in the year to Valuation movement £’000 Value of private company investments as at 31 October 2023 180,057 Disposals in the period (5,377) Change in categorisation – book cost 3,285 Change in categorisation – revaluation loss (1,857) Investment revaluation gains in the period 35,062 Investment revaluation losses in the period (28,198) Value of private company investments as at 31 October 2024 182,972 Valuation movement % Average movement in investee company securities price (1.0) Average movement in investee company valuation 3.1 * C4X Discovery Holdings delisted on 26 April 2024. Baillie Gifford – valuing private companies Strategic report Annual Report and Financial Statements 2024 20 Review of investments A review of the Company’s ten largest investments as at 31 October 2024. Space Exploration Technologies An aerospace and space transportation company that manufactures advanced rockets, like the Falcon 9, and satellites, like Starlink, that provides global broadband services. We’re excited by its pursuit of reduced launch costs, thus opening avenues for growth, such as tourism and transportation. A clear segment leader, it looks positioned to capture an attractive share of the growing space industry, while fi globally relevant utility. Alnylam Pharmaceuticals A biotechnology company with a dominant position in therapeutic gene silencing. Alnylam’s drugs are fi destroy the mRNA of a targeted gene, preventing it from making its protein product. This adaptable and repeatable process can be applied to any gene, representing a singularly powerful drug development platform. Alnylam disease populations, such as haemophilia, alzheimer’s, diabetes, hypertension and chronic heart failure. Geography USA Valuation at 31 October 2024 £41,779,000 % of total assets 5.8% Valuation at 31 October 2023 £41,793,000 % of total assets 6.1% Net purchases/(sales) in the year (£25,039,000) Geography USA Valuation at 31 October 2024 £90,073,000 % of total assets 12.4% Valuation at 31 October 2023 £69,018,000 % of total assets 10.0% Net purchases/(sales) in the year Nil © Science Photo Library/Alamy Stock Photo.© SpaceX. Denotes private company investment. 21 Edinburgh Worldwide Investment Trust plc PsiQuantum A technology business building fi viable quantum computer. We appreciate that its photonics‑based approach enables manufacturing in a conventional silicon chip foundry. Although at an early stage, if successful, it unlocks a new paradigm in computing and allows previously intractable problems to be tackled. Examples include the simulation of materials at the atomic level, a new encryption standard, or complex fi Geography USA Valuation at 31 October 2024 £35,923,000 % of total assets 4.9% Valuation at 31 October 2023 £30,802,000 % of total assets 4.5% Net purchases/(sales) in the year Nil © AeroVironment. AeroVironment A robotics and defence business, it manufactures small Unmanned Aircraft Systems (UAS) used by US military forces and allies, to establish intelligence and reconnaissance superiority. We foresee UASs increasing their share of military budgets. AeroVironment is a segment leader, its product edge cemented by years of accumulated knowledge and protected by numerous patents. Its relationship, and trusted supplier status, with the US Federal Government are additional advantages. Geography USA Valuation at 31 October 2024 £30,325,000 % of total assets 4.2% Valuation at 31 October 2023 £19,460,000 % of total assets 2.8% Net purchases/(sales) in the year (£3,995,000) Zillow The dominant online portal for US real estate, connecting agents with purchasers and sellers. Zillow’s reach at the initial stages of property search is enormous, and an entrenched source of edge. It’s now focussing on increasing the proportion of transactions it directly engages in by concentrating on the highest‑ performing agents and introducing additional value‑added services. We think this can meaningfully increase revenue, which the market under‑appreciates. Geography USA Valuation at 31 October 2024 £23,601,000 % of total assets 3.0% Valuation at 31 October 2023 £18,771,000 % of total assets 2.7% Net purchases/(sales) in the year (£5,796,000) Strategic report Annual Report and Financial Statements 2024 22 © Oxford Nanopore. Oxford Nanopore Technologies A genetic sequencing business, commercialising a sensitive molecular sensor that can ‘read’ long strands of DNA. Researchers are currently using fi insights and develop genomic‑ related applications and clinical diagnostics. ONT is differentiated due to its pioneering of a low‑ cost, decentralised model which seeks to democratise DNA sequencing. This could be pivotal in transitioning the technology into fi increasing the addressable market. Geography UK Valuation at 31 October 2024 £21,445,000 % of total assets 3.0% Valuation at 31 October 2023 £18,801,000 % of total assets 2.7% Net purchases/(sales) in the year £8,681,000 Exact Sciences A molecular diagnostic business focused on cancer. Its main product, Cologuard (a stool‑based test), is the US market‑leading non‑invasive test for colorectal cancer. The company has care’ strategy to develop and commercialise tests across many solid tumour cancers, from early detection to post‑treatment monitoring. Success in these would represent a rough doubling in addressable markets. Geography USA Valuation at 31 October 2024 £17,407,000 % of total assets 2.4% Valuation at 31 October 2023 £19,935,000 % of total assets 2.9% Net purchases/(sales) in the year (£3,569,300) © Exact Sciences Axon Enterprise The company is best known for selling tasers and body cameras to law enforcement agencies around the world. It has exploited its dominant position in police hardware to develop and sell a range of best‑in‑class software products to make their job easier. Looking ahead, Axon’s ventures into drone‑based law enforcement and counter‑drone technology signal its readiness to tackle the next frontiers of surveillance and analytics. Axon embodies the attributes of our most successful investments: continuous innovation, expanding market opportunities, and scalable growth. Geography USA Valuation at 31 October 2024 £20,801,000 % of total assets 2.9% Valuation at 31 October 2023 £17,223,000 % of total assets 2.5% Net purchases/(sales) in the year (£10,034,000) 23 Edinburgh Worldwide Investment Trust plc American Superconductor Utilising its patented superconductor materials to become a leading provider of power components for wind turbines and grid applications which smooth voltage volatility fi AMSC’s competitive edge lies in its patent portfolio and superior technology. The upgrading of electrical grids, increased renewable capacity and the nearshoring of manufacturing all leave it well‑positioned for success in the evolving energy sector. Geography USA Valuation at 31 October 2024 £15,886,000 % of total assets 2.2% Valuation at 31 October 2023 £3,962,000 % of total assets 0.6% Net purchases/(sales) in the year (£388,000) Sweetgreen A national‑scale salad chain, focusing on providing fresh, quality, and traceable food options to its customers. Sweetgreen’s competitive advantage lies in fi brand and culture as demand for convenient and healthy food increases. The business model is scalable, with plans fi margin improvement through scale advantages and its autonomous fi management team are still led by its committed founders, who have employed a decentralized management structure for localized decision‑making. Geography USA Valuation at 31 October 2024 £15,483,000 % of total assets 2.1% Valuation at 31 October 2023 – % of total assets – Net purchases/(sales) in the year £11,277,000 Strategic report Annual Report and Financial Statements 2024 24 Twenty largest holdings and twelve month performance Year to 31 October 2024 Name Business Country Fair value 2024 £’000 % of total assets * Absolute † performance % Relative † performance % Space Exploration Technologies # Designs, manufactures and launches advanced rockets and spacecraft USA 90,073 12.4 30.5 7.3 Alnylam Pharmaceuticals Drug developer focussed on harnessing gene silencing technology USA 41,779 5.8 66.1 40.0 PsiQuantum # Developer of commercial quantum computing USA 35,923 4.9 17.3 (3.5) AeroVironment Small unmanned aircraft and tactical missile systems USA 30,325 4.2 77.0 49.2 Zillow # US online real estate portal USA 23,601 3.0 58.4 30.3 Oxford Nanopore Technologies Novel DNA sequencing technology UK 21,445 3.0 (34.0) (44.4) Axon Enterprise Law enforcement equipment and software provider USA 20,801 2.9 95.5 64.7 Exact Sciences Non‑invasive molecular tests for early cancer detection USA 17,407 2.4 5.7 (10.9) American Superconductor Designs and manufactures power systems and superconducting wire USA 15,886 2.2 267.9 210.0 Sweetgreen A fast casual restaurant company USA 15,483 2.1 68.2 65.3 Ocado Online grocery retailer and technology provider UK 14,472 2.0 (25.2) (37.0) MarketAxess Electronic bond trading platform USA 13,267 1.8 29.1 8.8 Upwork Online freelancing and recruitment services platform USA 12,590 1.7 22.1 2.9 Doximity Online healthcare resource and interactive platform developer USA 12,268 1.7 92.7 62.4 Appian Enterprise software developer USA 11,972 1.6 (14.5) (27.9) Trupanion Pet health insurance provider USA 11,819 1.6 146.2 107.4 Shine Technologies (Illuminated Holdings) # Medical radioisotope production USA 10,844 1.5 (18.5) (33.0) JFrog Software development tools andmanagement Israel 10,551 1.5 22.5 3.2 PeptiDream Peptide based drug discovery platform Japan 9,980 1.4 144.7 106.2 Kingdee International Software Enterprise management software provider China 9,684 1.3 (25.6) (37.3) 430,170 59.0 * Total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings. † Absolute and relative performance has been calculated on a total return basis over the period 1 November 2023 to 31 October 2024. Absolute performance is in sterling terms; relative performance is against S&P Global Small Cap Index (in sterling terms). # More than one line of stock held. Holding information represents the aggregate of both lines of stock. Denotes private company investment. Source: Baillie Gifford/Revolution and relevant underlying index providers. See disclaimer on page 118. Past performance is not a guide to future performance. 25 Edinburgh Worldwide Investment Trust plc List of investments as at 31 October 2024 Name Business Country Fair value 2024 £’000 % of total assets Fair value 2023 £’000 Space Exploration Technologies Series N Preferred Designs, manufactures and launches advanced rockets and spacecraft USA 51,624 7.1 39,556 Space Exploration Technologies Series J Preferred Designs, manufactures and launches advanced rockets and spacecraft USA 23,418 3.2 17,944 Space Exploration Technologies Series K Preferred Designs, manufactures and launches advanced rockets and spacecraft USA 10,675 1.5 8,180 Space Exploration Technologies Class A Common Designs, manufactures and launches advanced rockets and spacecraft USA 3,329 0.5 2,551 Space Exploration Technologies Class C Common Designs, manufactures and launches advanced rockets and spacecraft USA 1,027 0.1 787 90,073 12.4 69,018 Alnylam Pharmaceuticals Drug developer focussed on harnessing gene silencing technology USA 41,779 5.8 41,793 PsiQuantum Series C Preferred Developer of commercial quantum computing USA 21,936 3.0 17,618 PsiQuantum Series D Preferred Developer of commercial quantum computing USA 13,987 1.9 13,184 35,923 4.9 30,802 Aerovironment Small unmanned aircraft and tactical missile systems USA 30,325 4.2 19,460 Zillow Class C US online real estate portal USA 21,531 3.0 17,429 Zillow Class A US online real estate portal USA 2,070 0.3 1,342 23,601 3.3 18,771 Oxford Nanopore Technologies Novel DNA sequencing technology UK 21,445 3.0 18,801 Axon Enterprise Law enforcement equipment and software provider USA 20,801 2.9 17,223 Exact Sciences Non‑invasive molecular tests for early cancer detection USA 17,407 2.4 19,935 American Superconductor Designs and manufactures power systems and superconducting wire USA 15,886 2.2 3,962 Sweetgreen A fast casual restaurant company USA 15,483 2.1 – Strategic report Annual Report and Financial Statements 2024 26 Name Business Country Fair value 2024 £’000 % of total assets Fair value 2023 £’000 Ocado Online grocery retailer and technology provider UK 14,472 2.0 20,598 MarketAxess Electronic bond trading platform USA 13,267 1.8 17,239 Upwork Online freelancing and recruitment services platform USA 12,590 1.7 11,241 Doximity Online healthcare resource and interactive platform developer USA 12,268 1.7 5,624 Appian Enterprise software developer USA 11,972 1.6 14,004 Trupanion Pet health insurance provider USA 11,819 1.6 3,136 Shine Technologies (Illuminated Holdings) Series C‑5 Preferred Medical radioisotope production USA 6,955 1.0 9,910 Shine Technologies (Illuminated Holdings) Series Convertible Loan Note Medical radioisotope production USA 778 0.1 824 Shine Technologies (Illuminated Holdings) Series Convertible Promissory Note Medical radioisotope production USA 3,111 0.4 3,295 10,844 1.5 14,029 JFrog Software development tools andmanagement Israel 10,551 1.5 7,664 PeptiDream Peptide based drug discovery platform Japan 9,980 1.4 2,051 Kingdee International Software Enterprise management software provider China 9,684 1.3 14,309 Cyberark Software Cyber security solutions provider Israel 8,960 1.2 5,152 STAAR Surgical Ophthalmic implants for vision correction USA 8,868 1.2 17,348 Twist Bioscience Biotechnology company USA 8,562 1.2 3,543 LiveRamp Marketing technology company USA 8,300 1.1 9,722 IPG Photonics fi USA 8,261 1.1 6,384 Aehr Test Systems Semiconductor testing systems provider USA 8,211 1.1 – InfoMart Online platform for restaurant supplies Japan 7,774 1.1 3,020 Astranis Space Technologies Series C Preferred Communication satellite manufacturing and operation USA 7,1 75 1.0 9,889 Astranis Space Technologies Series C Prime Preferred Communication satellite manufacturing and operation USA 598 0.1 824 7,773 1.1 10,713 PureTech Health IP commercialisation focused on healthcare UK 7,719 1.1 8,758 Skywater Technology US specialist semiconductor fabrication company USA 7,545 1.1 – Silergy Designs and manufactures a broad range of high performance analog integrated circuits China 7,481 1.0 – dLocal Latin American developer of cross border payments platform Uruguay 7,163 1.0 – 27 Edinburgh Worldwide Investment Trust plc Name Business Country Fair value 2024 £’000 % of total assets Fair value 2023 £’000 Epic Games Video game platform and software developer USA 6,970 1.0 5,456 Genmab Antibody based drug development Denmark 6,852 0.9 9,197 TransMedics Medical device company USA 6,800 0.9 3,293 Sprout Social Cloud based software for social media management USA 6,760 0.9 11,692 Snyk Ordinary Shares Security software UK 2,517 0.3 2,919 Snyk Series F Preferred Security software UK 4,219 0.6 4,892 6,736 0.9 7,811 Zai Lab HK Line Chinese bio‑pharmaceutical development and distribution company China 6,733 0.9 6,448 Renishaw Measurement and calibration equipment UK 6,262 0.9 4,324 RXSight Implantable adjustable lens provider after cataract surgery USA 6,259 0.9 – Energy Recovery fi designer and manufacturer company USA 6,067 0.8 – Lightning Labs Series B Preferred Lightning software that enables users to send and receive money USA 5,915 0.8 5,803 Progyny fi USA 5,592 0.8 7,914 BillionToOne Series C Preferred Pre‑natal diagnostics USA 4,810 0.7 3,788 BillionToOne Series C‑1 Preferred Pre‑natal diagnostics USA 655 0.1 – 5,465 0.8 3,788 Novocure Manufacturer of medical devices for cancer treatment USA 5,435 0.7 6,575 MP Materials Rare Earth Materials Company USA 5,203 0.7 3,236 Zuora Enterprise sales management software USA 5,201 0.7 4,765 Schrödinger Drug discovery and simulation software USA 5,149 0.7 12,656 KSQ Therapeutics Series C Preferred fi company USA 4,965 0.7 3,072 Blackline fi USA 4,952 0.7 6,957 Veeco Semiconductor equipment company USA 4,945 0.7 – Xero Cloud based accounting software for small and medium‑sized enterprises New Zealand 4,869 0.7 6,837 Genus Livestock breeding and technology services UK 4,843 0.7 4,960 Tandem Diabetes Care Manufacturer of insulin pumps for diabetic patients USA 4,319 0.6 2,112 Ambarella Video compression and image processing semiconductors USA 4,264 0.6 3,618 Silex Systems Australian pioneer of laser enrichment technology Australia 3,887 0.5 – Ceres Power Holding Developer of fuel cells UK 3,781 0.5 3,740 Digimarc Digital watermarking technology provider USA 3,728 0.5 3,307 Strategic report Annual Report and Financial Statements 2024 28 Name Business Country Fair value 2024 £’000 % of total assets Fair value 2023 £’000 Echodyne Corp. Series C‑1 Preferred Metamaterial radar sensors and software USA 3,719 0.5 5,303 Nanobiotix Nanomedicine company focused on cancer radiotherapy France 3,581 0.5 – Raspberry Pi Technology company UK 3,479 0.5 – Quantumscape Solid‑state batteries for electric vehicles USA 3,456 0.5 4,310 Cryoport Chain logistics solutions provider for the life sciences industry USA 3,017 0.4 – Adaptimmune Therapeutics Cell therapies for cancer treatment UK 2,960 0.4 2,835 IP Group Intellectual property commercialisation UK 2,510 0.3 2,395 Catapult Group International Analytics and data collection technology for sports teams and athletes Australia 2,402 0.3 848 Quanterix Ultra‑sensitive protein analysers USA 2,153 0.3 3,751 Relativity Space Series D Preferred 3D printing and aerospace launch company USA 1,284 0.2 8,753 Relativity Space Series E Preferred 3D printing and aerospace launch company USA 751 0.1 4,105 2,035 0.3 12,858 Sensirion Holding fl Switzerland 1,997 0.3 2,768 C4X Discovery Holdings Software to aid drug design UK 1,377 0.2 1,607 C4X Discovery Warrants Software to aid drug design UK – – – 1,377 0.2 1,607 DNA Script Series C Preferred Synthetic DNA fabricator France 1,177 0.2 2,031 New Horizon Health – suspended Cancer screening company China 1,106 0.2 3,123 Ilika Discovery and development of novel materials for mass market applications UK 583 0.1 1,391 Cellectis Genetic engineering for cell based therapies France 262 189 Cardlytics Digital advertising platform USA 115 2,699 Spire Global Satellite powered data collection and analysis company USA 102 320 freee K.K. Cloud based accounting software for small and medium‑sized enterprises Japan 68 1,778 ITM Power Hydrogen energy solutions manufacturer UK 62 2,248 Expensify Expense management software USA 55 787 Angelalign Technology Medical devices manufacturer China 54 50 NuCana SPN ADR Next generation chemotherapy developer UK 23 470 4D Pharma Warrants Microbiome biology therapeutics UK – – – 4D Pharma – suspended Microbiome biology therapeutics UK – – – – – – 29 Edinburgh Worldwide Investment Trust plc Name Business Country Fair value 2024 £’000 % of total assets Fair value 2023 £’000 China Lumena New Mines, processes and manufactures natural thenardite products China – – Chinook Therapeutics (formerly Aduro Biotechnology) CVR Line Immunotherapy drug development USA – – Reaction Engines Advanced heat exchange company UK – – Total equities 705,032 9 7. 1 Net liquid assets 21,315 2.9 Total assets 726,347 100.0 * Total assets comprises all assets held less all liabilities in the form of borrowings. Denotes private company investment. Listed equities % Unlisted securities # % Net liquid assets % Total assets % 31 October 2024 71.8 25.3 2.9 100.0 31 October 2023 71.4 26.2 2.4 100.0 Figures represent percentage of total assets. # Includes holdings in preference shares, ordinary shares, suspended shares and convertible promissory notes. Strategic report Annual Report and Financial Statements 2024 30 Geographical 2024 Sectoral 2024 3 4 5 2 6 8 1 1 3 4 6 5 Geographical 2024 % 2023 % 1 North America 73.5 71.2 USA 73.5 70.7 Canada – 0.5 2 South America 1.0 – Uruguay 1.0 – 3 Europe 15.1 19.7 United Kingdom 10.5 14.2 Eurozone 0.7 2.4 Developed Europe (non euro) 3.9 3.1 4 Asia 5.9 5.6 China 3.4 3.8 Japan 2.5 1.8 5 Australasia 1.6 1.1 Australia 0.9 0.1 New Zealand 0.7 1.0 6 Net liquid assets 2.9 2.4 Sectoral 2024 % 2023 % 1 Healthcare 29.9 36.2 2 Industrials 2 7. 8 24.7 3 Information technology 2 7. 0 24.5 4 Consumer discretionary 4.6 4.3 5 Financials 3.8 3.3 6 Communication services 3.3 3.8 7 Materials 0.7 0.8 8 Net liquid assets 2.9 2.4 Distribution of total assets At 31 October 31 Edinburgh Worldwide Investment Trust plc Distribution of total assets * by industry At 31 October 2024 Industry analysis Portfolio weightings (relative to comparative index † ) * Total assets comprises all assets held less all liabilities other than liabilities in the form of borrowings. † S&P Global Small Cap Index (in sterling terms). Weightings exclude industries where the Company has no exposure. See disclaimer on page 118. ● % of total assets ● % points overweight ● % points underweight 19.1% 18.2% 15.6% 4.3% 4.2% 3.7% 3.7% 3.1% 3.0% 2.7% 2.7% 2.3% 2.1% 2.1% 1.9% 1.6% 1.6% 1.3% 1.0% 0.9% 0.7% 0.6% 0.5% 0.0% 18.7% 14.4% 12.4% 1.5% 2.0% 2.6% 2.3% 2.7% 3.1% 0.3% -0.2% 2.2% -1.6% -1.0% 0.7% -0.2% -1.6% -3.0% -0.5% -0.9% -2.0% 0.6% -0.7% -1.3% 2.9% Net liquid assets Media Fixed Metals and mining Pharmaceuticals IT services Machinery Insurance Healthcare providers and services Consumer Staples Distribution & Retail Hotels, Restaurants & Leisure Capital markets Healthcare technology Electronic equipment, instruments and components Professional services Cash Real estate management and development Life sciences tools and services Electrical equipment Healthcare equipment and supplie s Semiconductors and semiconductor equipment Biotechnology Aerospace and defence Software Automobile components Strategic report Annual Report and Financial Statements 2024 32 * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † The comparative index is the S&P Global Small Cap Index total return (in sterling terms). # See disclaimer on page 118. Past performance is not a guide to future performance. Five year summary Five year total return performance share price, net asset value and comparative index † fi9) 2024 2019 2020 2021 2022 2023 Cumulative to 31 October ● NAV (after deducting borrowings at fair value) total return ● Share price total return ● Comparative index † total return Source: LSEG and relevant underlying index providers # . 60 260 180 220 140 100 The following charts indicate how Edinburgh Worldwide has performed relative to its comparative index * and the relationship between share price and net asset value overthe five year period to 31October 2024. (Discount)/premium to net asset value (plotted on a monthly basis) 20242019 2020 2021 2022 2023 Years to 31 October ● Edinburgh Worldwide (discount)/premium (after deducting borrowings at market value) Source: Baillie Gifford/LSEG. The (discount)/premium is the difference between Edinburgh Worldwide’s quoted share price and its underlying net asset value (after deducting borrowings at fair value). (30%) (20%) 10% 0% (10%) 33 Edinburgh Worldwide Investment Trust plc 20242020 2021 2022 2023 Years to 31 October ● NAV (after deducting borrowings at fair value) total return † relative to the comparative index ● Share price total return Source: Baillie Gifford/LSEG and relevant underlying index providers # . (60%) (40%) 80% 60% 40% 20% 0% (20%) Relative annual net asset value and share price totalreturns (relative to the comparative index total return) * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † The comparative index is the S&P Global Small Cap Index total return (in sterling terms). # See disclaimer on page 118. Past performance is not a guide to future performance. Annual net asset value and share price totalreturns 2024 2020 2021 2022 2023 Years to 31 October ● NAV (after deducting borrowings at fair value) total return ● Share price total return Source: Baillie Gifford/LSEG. (60%) 80% 60% 40% 20% 0% (40%) (20%) Strategic report Annual Report and Financial Statements 2024 34 fi122 to 124. † The calculation of earnings per ordinary share is based on the revenue from ordinary activities after taxation and the weighted average number of ordinary shares (excluding treasury shares) (see note 07 on page 99). Past performance is not a guide to future performance. Capital At 31 October Total assets * £’000 Borrowings £’000 Shareholders’ funds * £’000 NAV per share (fair) * p NAV per share (book) * p Share price p Premium/ (discount) (fair) * % Premium/ (discount) (book) * % 2014 237,224 (30,862) 206,362 84.12 84.22 77.00 (8.5) (8.6) 2015 258,155 (30,799) 227,356 92.55 92.79 87.60 (5.3) (5.6) 2016 305,520 (36,908) 268,612 109.23 109.63 96.60 (11.6) (11.9) 2017 387,863 (35,024) 352,839 143.78 144.00 138.10 (3.9) (4.1) 2018 521,102 (48,628) 472,474 165.14 165.16 164.40 (0.5) (0.5) 2019 585,314 (48,596) 536,718 177.37 177.37 175.40 (1.1) (1.1) 2020 1,040,462 (48,728) 991,734 279.90 279.90 287.50 2.7 2.7 2021 1,407,507 (66,153) 1,341,355 331.03 331.03 319.50 (3.5) (3.5) 2022 879,393 (103,827) 775,566 197.70 197.70 172.60 (12.7) (12.7) 2023 687,986 (103,249) 584,737 151.06 151.06 124.80 (17.4) (17.4) 2024 726,347 (91,744) 634,603 170.40 170.40 157.40 (7.6) (7.6) Revenue Gearing ratios Year to 31 October Income £’000 Net return after tax £’000 Revenue earnings per ordinary share † p Dividend paid and proposed per ordinary share (net) p Ongoing charges * % Gearing * % Potential gearing * % 2014 1,186 68 0.03 0.40 0.92 10 15 2015 1,106 (90) (0.04) Nil 0.93 10 14 2016 1,178 (61) (0.02) Nil 0.92 9 14 2017 1,268 149 0.06 Nil 0.87 9 10 2018 1,270 (497) (0.19) Nil 0.81 5 10 2019 1,229 (684) (0.23) Nil 0.75 7 9 2020 773 (1,479) (0.46) Nil 0.72 1 5 2021 827 (2,422) (0.62) Nil 0.66 2 5 2022 986 (1,976) (0.49) Nil 0.63 12 13 2023 1,077 (2,527) (0.65) Nil 0.70 14 18 2024 1,301 (2,665) (0.70) Nil 0.76 11 14 Ten year record 35 Edinburgh Worldwide Investment Trust plc Cumulative performance (taking 2014 as 100) At 31 October Netasset valueper share (fair) * Netasset valuetotal return (fair) * Comparative index † Comparative index † total return Share price Share pricetotal return * Retail price index 2014 100 100 100 100 100 100 100 2015 110 110 103 105 114 114 101 2016 130 130 133 139 125 126 103 2017 171 172 151 160 179 180 106 2018 196 197 149 161 214 214 110 2019 211 212 156 172 228 229 113 2020 333 334 154 173 373 375 114 2021 394 395 206 235 415 416 119 2022 235 236 188 219 224 225 133 2023 180 180 176 210 162 163 146 2024 203 203 210 255 204 205 153 Compound annual returns (%) 5 year (0.8%) (0.8%) 6.1% 8.2% (2.1%) (2.1%) 6.2% 10 year 7.3% 7.4% 7.7 % 9.8% 7.4% 7.5% 4.3% Ten year total return performance * Cumulative to 31 October 2024 2014 2016 2019 2021 20232015 20182017 2020 2022 ● Share price total return ● NAV total return ● Comparative index† total return (in sterling terms) 0 500 200 100 300 400 * Alternative Performance Measure see Glossary of terms and Alternative Performance Measures on pages 122 to 124. † The comparative index is the S&P Global Small Cap Index total return (in sterling terms). Source: LSEG and relevant underlying index providers. See disclaimer on page 118. fifi Past performance is not a guide to future performance. Strategic report Annual Report and Financial Statements 2024 36 Baillie Gifford 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. Ourapproach 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’ bestinterests. 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 fi engineering towards activities that create genuine value over the long run. Our value will often be in supporting management when others don’t. 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 fi 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 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. 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. 37 Edinburgh Worldwide Investment Trust plc Environmental, social and governance engagement The Company has given discretionary voting powers to Baillie Gifford. The Managers vote against resolutions they consider may damage shareholders’ rights or economic interests and report their actions to the Board. 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 with the aim of improving the relevant policies and Statement of Compliance with the UK Stewardship Code can be found on the Managers’ website: bailliegifford.com. The Managers’ policy has been reviewed and endorsed by the Board. The Managers Baillie Gifford & Co, are signatories to the United Nations Principles for Responsible Investment. By engaging with companies, the Managers seeks to build constructive relationships with them, to better inform our investment activities and, where necessary, effect change within our holdings, ultimately with the The table on page 38 39 and 40 demonstrate our stewardship approach Strategic report Annual Report and Financial Statements 2024 38 Engagements during the year to 31 October 2024 Environmental Social Governance Aehr Test Systems Aerovironment Akili Interactive Alnylam Pharmaceuticals Ambarella American Superconductor Angelalign Technology Appian Axon Enterprise BASE Blackline C4X Discovery Holdings Cardlytics Catapult Group International Cellectis Chegg Codexis Cosmo Pharmaceuticals Cyberark Software Digimarc dLocal EverQuote Expensify Genmab HashiCorp InfoMart IPG Photonics JFrog Kingdee International Software LivePerson LiveRamp M3 MarketAxess MonotaRO MP Materials Nanobiotix New Horizon Health Novocure Ocado Pacira BioSciences Progyny PureTech Health Quantumscape Renishaw Schrödinger Silergy Skywater Technology Spire Global Sprout Social STAAR Surgical Sutro Biopharma Tandem Diabetes Care Temenos TransMedics Trupanion Twist Bioscience Veeco Victrex Zai Lab HK Line Zillow Zuora 39 Edinburgh Worldwide Investment Trust plc MP Materials MP Materials owns and operates one of the world’s richest deposits of rare earth metals. Its Mountain Pass mine in California has high concentrations of neodymium and praseodymium, a key constituent of the permanent magnets used in electric vehicles, wind turbines, and a range of electrical devices. We engaged with the company to assess its emissions disclosures and met with its investor relations to help it grapple with third‑party ESG ratings and sustainability reporting. We set clear disclosure expectations for high‑ impact companies like MP Materials in line with the Paris Agreement. Our discussion included the company’s current practices for assessing scope 3 emissions, barriers to disclosure and considerations for setting emission reduction targets in future. We acknowledged that there is an inherent tension between the company’s growth plans and its environmental impact, with the company’s vertical integration into magnet manufacturing helping it gain more direct control over emissions. It was wary to commit to unrealistic targets as it scales. We also discussed the importance of biodiversity and the company’s efforts to understand and mitigate nature‑related impacts. California environmental regulations are very strict, and we were reassured by how proactive the company was in considering its environmental impact. We suggested they should engage with the Initiative for Responsible Mining Assurance (IRMA) to fi Considering this is a relatively new holding, we are still building a relationship with MP Materials. It is involved in a high‑impact industry and relatively immature, yet we were encouraged by the company’s open and proactive approach and desire to seek shareholder views on key governance and sustainability issues. Axon Enterprise Axon Enterprise is a technology company that sells tasers, bodycams, and software to law enforcement. The Company has been invested in Axon since 2018. We took the opportunity to discuss the further development of this incentive plan with Erik Lapinski, the Senior Director of Investor Relations, and also delved deeper into recent disparaging news stories about the company. In terms of incentives, we acknowledged the positive changes the company had made to both the executive and employee incentive plans, aligning performance goals between the schemes and including minimum service periods while also clarifying when the relevant targets had been set. Regarding the press, a December Reuters article made several allegations about the company, including a misleading origin story, corporate executives’ extravagant spending, and a less‑than‑ collegiate culture. Erik Lapinski was very clear that the article did not accurately depict the organisation and that the management team and employees felt that it was unfair and inaccurate. He explained that the company’s mission, to protect life and prevent fi company and drives its success. The company ensured us that any concerns from employees about the article or the allegations it made would be heard and acted upon. As Axon continues to mature as a business due to its success, it is showing encouraging signs of acting to ensure it can evolve to meet future challenges. We continue to discuss a range of environmental, social, and governance issues with the company. We see our interactions as a valuable source of ongoing insight into the company as it continues to adapt and execute its mission and strategy. Strategic report Annual Report and Financial Statements 2024 40 Zillow Zillow is the largest property platform in the United States. In what is traditionally a complex, fragmented, and expensive market, the company is bringing a seamless digital solution to buying, selling, and renting properties and mortgage originations. We met with Mary Ellen Fukuhara, the Head of Investor Relations, to discuss executive pay and board composition ahead of the The company’s compensation committee had decided to reprice employee options following a fi Fukuhara explained the challenges to employee retention posed by the change in strategy and noted fi had been excluded from the repricing event given their pre‑existing shareholding. We understood fl case, to help retain staff and the company’s hard‑ With regards to the board, we were keen to understand more about its composition and why several directors had been on it for an extended period, which can diminish the independent challenge their position requires. Mary Ellen Fukuhara made the case that the kind of experience these board appointees bring is an advantage, rather than a point of issue. We also asked how the company deals with the potential that company directors can be involved in too many boards and were reassured that Zillow limits the number of audit committees that a board member can sit on. This was a productive conversation and a useful opportunity to hear Zillow’s remuneration and board practices. However, we felt that the company could more proactively integrate fresh perspectives on the board. We therefore opposed the re‑election of the chair of the nominating and governance committee at the AGM, communicating our rationale to the company. We look forward to continuing the dialogue in future. 41 Edinburgh Worldwide Investment Trust plc Baillie Gifford proxy voting We believe that ‘active ownership’ of our clients’ holdings is as important as selecting the right fi 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 broad cross section of our investment staff 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, on our website. We also have clear processes in place to identify, prevent and manage potential fl fi fifl Prior to taking any voting action, we usually address fi company, using voting as an escalation mechanism fi Company meeting record Voting distribution Percentage of meetings voted with management 97. 5 Percentage of meetings with at least one against, withhold or abstain 2.5 Number of votes for 95 Number of votes against 4 Number of votes abstain/withhold 1 Strategic report Annual Report and Financial Statements 2024 42 Business model Business and status Edinburgh Worldwide Investment Trust plc (‘the Company’) is a public company limited by shares and incorporated in Scotland. 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 fi to shareholder approval sought annually, it may purchase its own shares or issue shares. The price 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 for the purposes of the UK Alternative Investment Fund Managers Regulations. Purpose Edinburgh Worldwide Investment Trust is a global smaller companies specialist aiming to generate long‑term capital appreciation by early access to fi growth potential. Business review General Meeting Subsequent to the year end, a General Meeting was held on 18 December 2024 where shareholders approved resolutions to amend the Company’s Investment Objective and Policy and approved a reduction in the Share Premium Account, subject to Court approval, to increase distributable reserves (see Chair’s Statement on page 08). The amendments approved to the Investment Objective and Policy were: Investment in 60 – 100 companies (previously Upper limit for portfolio company market capitalisation raised from $5bn to the level of the market capitalisation of the largest constituent of the Company’s comparative index, the S&P Global Small Cap Index. The amended Investment Objective and Policy as approved on 18 December 2024 is set out below. Objective and policy Edinburgh Worldwide’s investment objective is the achievement of long term capital growth by investing primarily in listed companies throughout the world. While the policy is global investment, the approach adopted is to construct a portfolio through the fi long term growth potential, normally over at least fiat the point of initial investment have a market capitalisation no greater than the market capitalisation of the largest constituent of the Company’s comparative index measured by market capitalisation. The portfolio is actively managed and does not seek to track the comparative index hence volatility against the index * The Company’s comparative index is the S&P Global Small Cap Index total return (in sterling terms). 43 Edinburgh Worldwide Investment Trust plc In constructing the equity portfolio a spread of risk is achieved by diversifying the portfolio through investment in: 60 to 100 companies; On acquisition, no holding shall exceed 5% of total assets. No more than 15% of the Company’s total assets will be invested in other listed investment companies. No more than 10% of the Company’s total assets will be invested in other pooled vehicles, such as open ended funds. Unlisted investments may be held. On acquisition holding in unlisted investments shall not exceed fi holdings or non equity investments, may be held on an opportunistic basis. Derivative instruments are not normally used but, of the Board, their use may be considered either as The Company recognises the long term advantages of gearing and would seek to have a maximum gearing level of 30% of shareholders’ funds in the absence of exceptional market conditions. Borrowings are invested when it is considered that investment grounds merit the Company taking a geared position. Gearing levels, and the extent of gearing, are discussed by the Board and Managers at every Board Meeting. Culture and values In the context of an externally managed investment company with no employees, culture and values are expressed by the Company’s Directors and the service providers with whom shareholders and other stakeholders interact, and through the relationships between the Board and those service providers, including the Managers. As noted in more detail in the section 172 statement on pages 52 to 54 the Board seeks to engage with its Managers and other service providers in a collaborative and collegiate manner, to provide clear and timely communication to the market and shareholders and to maintain the highest standards of business conduct. The Baillie Gifford Statement on Stewardship, which describes the Managers’ culture of constructive engagement, can be found on the Managers’ website; bailliegifford.com. Borrowings At 31 October 2024fi £100 million multi‑currency revolving credit facility with The Royal Bank of Scotland International Limited with an expiry date of 9 June 2026 and a two year £36 million multi‑currency revolving credit facility with The Bank of New York Mellon (‘BNYM’) with an expiry date of 30 October 2026. The fi multi‑currency revolving credit facility with National Australia Bank Limited (‘NAB’) matured on4 the drawings were £28,060,000, US$71,166,000 and €9,864,000 under the £100 million multi‑currency 3 the drawings were £30,437,000, US$77,150,000 and €10,600,000 under the £100 million multi‑currency revolving credit facility. There were no drawings facilities with BNYM at 31 October 2024 or 3103 for the Subsequent to equivalent to £37 million. Strategic report Annual Report and Financial Statements 2024 44 The Board uses key performance indicators (KPIs) to measure the progress and performance of the Company over time when discharging its duties as setout onpage 67. These KPIs are established industry measures. The performance measures below are to 31 October 2024. Share price, net asset value and comparative index total returns * The total return is the return to shareholders after share price goes ex‑dividend. -40 0 40 80 120 160 1 year 5 years10 years % ● Net asset value total return ● Share price total return ● Comparative index total return † Share price premium/(discount) * 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. 1 year 5 years10 years 0 5 10 15 20 % ● Average (discount)/premium of NAV to share price over stated period to 31 October 2024 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 2014 2024 0.4 0.6 0.8 1.2 1.0 % ● Ongoing charges Key performance indicators The Board also has regard to the total return of the Company’s principal comparative index (S&P Global Small Cap Index total return (in sterling terms)) and considers the performance of comparable companies. 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. * Alternative Performance Measure – see Glossary of terms and Alternative Performance Measures on pages 122 to 124. Past performance is not a guide to future performance. 45 Edinburgh Worldwide Investment Trust plc Viability statement In accordance with provision 31 of the UK Corporate Governance Code, that the Directors assess the fi fi years. The Directors continue to believe this period fl investment strategy of the Company, and to be a period during which, in the absence of any adverse change to the regulatory environment and to the favourable tax treatment afforded to UK investment fi change to the current principal and emerging risks facing the Company nor to the adequacy of the mitigating controls in place. In considering the viability of the Company, the Directors have conducted a robust assessment of each of the Company’s principal and emerging risks and uncertainties as detailed on pages 45 to 50 and in particular the impact of market fi markets would adversely impact the value of the Company’s investment portfolio. The Directors have also considered the Company’s leverage and liquidity in the context of the unsecured multi‑ currency revolving credit facilities which are due to expire in June and October 2026, the income and expenditure projections and the fact that the Company’s investments comprise mainly readily realisable quoted equity securities which can be sold to meet funding requirements if necessary. fi conducted during the year, including consideration of the risk of further market volatility resulting from increasing geopolitical tensions and the impact of the Company’s intention to return up to £130 million to shareholders in 2025. The stress testing did not indicate any matters of concern. The Company’s primary third party suppliers, including its Managers and Secretaries, Custodian and Depositary, Registrar, Auditor and Broker, are not experiencing fifi respective services to the Company. 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. Based on the Company’s processes for monitoring operating costs, share price discount/premium, fi leverage, counterparty exposure, liquidity risk, fi shareholders, the Directors have concluded that there is a reasonable expectation that the Company will be able to continue in operation and meet its fi As set out in the Chair’s statement on pages 5, 8 and 9 and detailed in a Circular to shareholders dated 20 January 2025fi shareholder has requisitioned a general meeting and is seeking shareholder approval to replace the Board and appoint alternative directors. Their stated intention for the Company is to change the fund manager and the investment strategy, if approved by the shareholders. The Directors do not support the proposals. However, in the event that shareholders approve these arrangements, the principal risks of the Company, its investment strategy, asset classes held, loan facilities and business model are likely to fi is reasonable to assess the viability of the Company may be substantially different. Principal and emerging risks As explained on pages 70 and 71 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. There have been some changes to the principal risks during the fl conditions and ongoing geopolitical tensions which have increased risk levels in some key areas. A description of these risks, an assessment of the risk level and how they are being managed or mitigated together with the change in assessment of any increase or decrease in risk during the year is set out on pages 46 to 50. Strategic report Annual Report and Financial Statements 2024 46 Investment and strategic risks Investment strategy risk What is the risk? Pursuing an investment strategy to fi 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 absolute and relative performance, the level of discount/ premium to net asset value at which the shares trade and movements in the share register and raises any matters of concern with the Managers. In 2024, the Board undertook a detailed review of the Company’s strategy, execution and performance resulting in a comprehensive action plan to improve shareholder returns. Shareholders approved amendments to the investment policy at the General Meeting held on 18 December. Please refer to the Chair’s Statement on page 07. Rating and change Current assessment of risk Risk level: High This risk has continued to increase and led to the Board and Managers’ review and an action plan implemented which is being carefully monitored. Market conditions for growth stocks typically held by the Company are improving. Since fi minority shareholder has initiated actions which may lead to a change of investment strategy, if approved by the shareholders. Further details are set out in the Chair’s statement on page pages 5, 8 and 9. Financial risk What is the risk? The Company’s assets are listed and unlisted securities and its principal fi 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 17 to the Financial Statements on pages 105112. How is it managed? The Board has considered the impact of market volatility driven by macroeconomic factors such as higher interest rates and geopolitical concerns. To manage this risk, the Board regularly reviews metrics on fi alongside investment transactions. Discussions with the portfolio manager cover individual investments and market insights. An annual strategy meeting is conducted. Following a detailed review in 2024 of the Company’s strategy and performance involving independent advisors, the Board is actively monitoring the execution of an action plan for improved execution and performance. Rating and change Current assessment of risk Risk level: High This risk is considered to have increased as market volatility remains due to continuing geopolitical instability. Smaller company risk What is the risk? The Company has investments in smaller, immature companies which are generally considered higher risk as changes in their share prices may be greater and the shares may be harder to sell. Smaller, immature companies may do less well in periods of unfavourable economic conditions. How is it managed? To mitigate this risk, the Board reviews the investment portfolio at each meeting and discusses the merits and characteristics of individual investments with the Managers. A spread of risk is achieved by holding fifi industries and six countries. Rating and change Current assessment of risk Risk level: High This risk is considered to have increased as market volatility from ongoing geopolitical instability has a greater impact on the share prices of smaller companies which are typically more sensitive to market sentiment and macroeconomic shocks. Decreasing RiskIncreasing Risk Stable Risk Moderate RiskHigh Risk Low Risk 47 Edinburgh Worldwide Investment Trust plc Private company (unlisted) investments risk What is the risk? The Company’s risk is increased by its fi to buy or sell, assessment of their value is more subjective than for investments listed on a recognised stock exchange and their valuations may be perceived to be more volatile or out of date. How is it managed? To mitigate this risk, the Board considers the private company securities in the context of the overall investment to unlisted investments. Valuations of private companies are carried out on a frequent basis by the manager and fi in operational developments or recent transactions in shares. The Board reviews the valuations in detail which are carried out by a third party valuation specialist, subject to the Managers’ private company valuation specialist input and is also subject to external audit scrutiny annually. Rating and change Current assessment of risk Risk level: Moderate This risk is considered to have increased as private company investment valuation risk increases in volatile markets. Tfi fundraising environment and IPO conditions increase overall investment risk conditions for private companies. 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 fi How is it managed? The Board monitors the level of discount/ premium at which the shares trade and the Company has authority to buy back its existing shares or issue shares (including authority to sell shares held in treasury), when deemed by the Board to be in the best interests of the Company and its shareholders. During the year the fi buybacks and has announced its intention to return up to £130m to shareholders. Rating and change Current assessment of risk Risk level: High This risk is considered to have increased as although the Company’s discount narrowed during the year there is an elevated risk that sentiment towards the Company’s shares could change resulting in a widening of the discount. fi What is the risk? The Board is of the view that political change in areas in which the Company How is it managed? Political developments are closely monitored and considered by the Board. fi investee companies’ primary location and considers the potential for negative impacts arising from military action, trade barriers or other political factors. Rating and change Current assessment of risk Risk level: High This risk is considered to be increasing as governments and consumers around the world continue to assess the impact of heightened geopolitical fl as challenging macroeconomic economic conditions. Decreasing RiskIncreasing Risk Stable Risk Moderate RiskHigh Risk Low Risk Strategic report Annual Report and Financial Statements 2024 48 Cyber security risk What is the risk? or that of a third party service provider fi or availability of data and systems. Emerging technologies, including AI and quantum computing capabilities, may introduce new, and increase existing information security risks that impact operations. How is it managed? To mitigate this risk, the Audit and Management Engagement Committee review Reports on Internal Controls published by Baillie Gifford and other third party service providers. Baillie Gifford’s Business Risk Department report to the Audit and Management Engagement 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 is considered to be increasing due to ongoing geopolitical tensions and and an observed increase in malign cyber activity. Emerging technologies, including AI, could potentially increase information security risks. In addition, service providers operate a hybrid approach of fi thereby increasing the potential of a cyber security threat. 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 Managers to identify ESG weaknesses in investee companies could lead to the Company’s own shares being less attractive to investors, adversely affecting its own share price. In addition, the valuation of investments could be impacted by How is it managed? This is mitigated by the Managers’ strong ESG stewardship and engagement policies which are integrated into the investment process which includes the risk inherent in climate change (see page 55), and discussed regularly by the Board with the Managers. Further details of the Managers’ approach are set out on page and also on the Managers’ website bailliegifford.com/esg. have considered the impact of climate change on the Financial Statements of the Company and this is included in note 1a to the Financial Statements on page 94. Rating and change Current assessment of risk Risk level: Moderate This risk is considered to be unchanged. The Managers continue to employ strong ESG stewardship and engagement policies. Decreasing RiskIncreasing Risk Stable Risk Moderate RiskHigh Risk Low Risk 49 Edinburgh Worldwide Investment Trust plc Regulatory risk What is the risk? Failure to comply with applicable legal and regulatory requirements such as the tax rules for investment trust companies, the FCA Listing Rules and the Companies Act could lead to suspension of the Company’s Stock Exchange listing, fifi 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 and Management Engagement Committee on Baillie Gifford’s monitoring programmes. Should major regulatory change seem likely to impose disproportionate compliance burdens on the Company, representations are made to the relevant authorities to ensure that the special circumstances of investment trusts are recognised. Shareholder documents and announcements, including the Company’s published Interimand Annual Report and Financial Statements, are subject to stringent review processes, and procedures are in place to ensure adherence to the Transparency Directive with reference to inside information. Rating and change Current assessment of risk Risk level: Low This risk is considered to be unchanged. All control procedures are working effectively. There have been no material regulatory changes that have impacted the Company during the year. Custody and Depositary risk What is the risk? Safe custody of the Company’s assets maybe compromised through control failures by the Depositary, including cybersecurity incidents. How is it managed? To mitigate this risk, the Audit and Management Engagement Committee receives six monthly reports from the Dfi of the Company’s assets held by the Custodian. Cash and portfolio holdings are independently reconciled to the Custodian’s records by the Managers who fi fi companies. In addition, the existence of assets is subject to annual external audit and the Custodian’s internal controls assurance reports are reviewed by Baillie Gifford’s business risk department and a summary of the key points is reported to the Audit and Management Engagement Committee and any concerns investigated. Rating and change Current assessment of risk Risk level: Low This risk is considered to be unchanged. All control procedures are working effectively. Decreasing RiskIncreasing Risk Stable Risk Moderate RiskHigh Risk Low Risk Strategic report Annual Report and Financial Statements 2024 50 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? comprehensive business continuity plan which facilitates continued operation of the business in the event of a service disruption or major disaster. The Audit and Management Engagement Committee reviews Baillie Gifford’s Report on Internal Controls and the reports by other key third party providers are reviewed by a summary of the key points is reported to the Audit and Management Engagement Committee and any concerns investigated. The other key third party service fi fi respective services to the Company. Rating and change Current assessment of risk Risk level: Low This risk is considered to be unchanged. All control procedures are working effectively. Leverage risk What is the risk? The Company may borrow money for investment purposes (sometimes known as fall in value, any borrowings will magnify the impact of this loss. If borrowing facilities are not renewed, the Company may have to sell investments to repay borrowings. How is it managed? To mitigate this risk, all borrowings 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. Details of the Company’s current borrowing facilities and drawings can be found in note 10 on page 103. The majority of the Company’s investments are in quoted securities that are readily realisable. Further information on leverage can be found on page 117 and Alternative Performance Measures on pages 122 to124. Rating and change Current assessment of risk Risk level: Low This risk is considered to be unchanged. There has been nfi level. The Company continues to deploy gearing and has two revolving credit facility loans Emerging risks As explained on page 70 the Board has regular discussions on principal risks and uncertainties, including any risks which are not an immediate threat but could arise in the longer term. Decreasing RiskIncreasing Risk Stable Risk Moderate RiskHigh Risk Low Risk 51 Edinburgh Worldwide Investment Trust plc Strategic report Annual Report and Financial Statements 2024 52 Promoting the success of the Company (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 fi 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, having regard to the Company being an externally‑managed investment company with no employees, the Board considers the Company’s key stakeholders to be: its existing and potential new shareholders; its externally‑appointed Managers and Secretaries (Baillie Gifford); 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 should be 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. The Board recognises the importance of maintaining the interests of the Company and its stakeholders in fi 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 required the Directors to have regard to applicable section 172 factors included: Key decision Action Change to Investment Policy and Reduction of Share Premium Account A detailed review of the Company’s strategy, execution and recent performance resulting in a comprehensive action plan to improve returns for all shareholders and a commitment to return up to £130 million to shareholders. Following the review, a General Meeting was held on 18 December 2024 where changes to the Investment Objective and Policy were approved by shareholders (see Business Review page 42). Shareholders also approved a resolution to, subject to Court approval, reduce the Share Premium Account to increase the Company’s distributable reserves to give the Board additional headroom to continue the active capital return programme and any future distributions. More information is provided in the Chair’s Statement on page 07. Borrowings In September 2024, the Board secured a two year £36m multi‑currency revolving credit facility with The Bank of New York Mellon which will expire on October 2026. This facility replaced the £36m multi‑currency revolving credit facility with National Australia Bank Limited which expired on 30 September 2024. Subsequent to relation to the credit facility with The Royal Bank of Scotland. Share Buybacks The purchase of 14,667,733 of the Company’s own shares into treasury at a discount to net asset value, for subsequent reissue, in order to ensure the Company’s shareholders fi terms that enhance net asset value for remaining shareholders. Between 1 November 2024 and 16 January 2025, the Company purchased 31,000 shares, at a discount, enhancing net asset value for continuing shareholders. 53 Edinburgh Worldwide Investment 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. The Board places great importance on communication with shareholders. The Annual General Meeting provides the key forum for the Board and Managers to present to shareholders on the Company’s performance, future plans and prospects. It also allows shareholders the opportunity to meet with the Board and Managers and raise questions and concerns. The Chair is available to meet with shareholders as appropriate. The Managers meet regularly with shareholders and their representatives, reporting their views back to the Board. Directors also attend certain shareholder presentations, in order fi also communicate with members of the Board at any time by fi Company’s broker. These communication opportunities help inform the Board when considering how best to promote the fi 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 fi and taxation reporting requirements, to Baillie Gifford. Baillie Gifford is therefore responsible for the substantial activities of the Company and has the most immediate fl 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 Managers includes an assessment of their ESG approach and its application in making investment decisions. The Board regularly reviews Governance Engagement reports, which document the Managers’ interactions with investee companies on ESG matters (see pages 37 to 40). 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 forums for shareholders to meet the Chair, or other Directors, outwith the normal general meeting cycle. Registrars The Company’s registrars provide an interface with those shareholders who hold the Company’s shares directly. The Company Secretaries liaise 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 registrars is acceptable. The Manager’s risk function reviews the registrars’ internal controls report and reports on the outcome of this review to the Audit and Management Engagement Committee. Strategic report Annual Report and Financial Statements 2024 54 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 fi are free from material misstatement, as set out in more detail in the Auditor’s Report to the Members on pages 83 to 89. The Company’s Auditor meets with the Audit and Management Engagement 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. Depositary and Custodian The Depositary and Custodian are responsible for the safekeeping of the fi 62. The Depositary, the Board and Managers seek to engage with the Depositary and Custodian in a collaborative and collegiate manner, encouraging open and constructive discussion and debate, while also ensuring that appropriate and regular challenge is brought and evaluation conducted. This approach aims to enhance service levels and strengthen relationships with 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. Lenders Lenders such as holders of debt instruments (debentures, bonds and private placement fi or revolving credit facilities provide the Company’s gearing and have an interest in fi 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 fi lenders receives a prompt response. 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 Managers 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 Managers liaise with the various investment platforms on strategies for improving communications with the Company’s shareholders who hold their shares via these platforms. An annual timetable of key dates is published on the Company’s website, for the ease of reference of such shareholders. Wider society and the environment No entity, corporate or otherwise, can fl society in which it operates or utilising the planet’s resources. Through its third‑party relationships, as noted above, the Company fl circumstances where that is not possible, The Board and Managers’ interactions with the various stakeholders as noted above form the principal forms of direct engagement with wider society and in respect of the fi health and resources). 55 Edinburgh Worldwide Investment Trust plc 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. Gender representation At 31 October 2024, the Board comprises six Directors, two male and four female. The Board’s policy on diversity is set out on page 69. Environmental, social and governance policy Details of the Company’s policy on socially responsible investment can be found under Corporate Governance 72 with more details of the . 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 fi Company considers its supply chains to be of low risk as its suppliers are typically professional Act has been published on the Managers’ website at bailliegifford.com. Climate change The Board recognises that climate change poses to economies and companies around the globe. Addressing the underlying causes is likely to result greater societal and regulatory scrutiny and higher costs to account for the true environmental impact Baillie Gifford’s Task Force on Climate‑Related Financial Disclosures (‘TCFD’) Climate Report is available on the Managers’ website at bailliegifford.comfi TCFD climate report is also available on the Company’s website at edinburghworldwide.co.uk and is a means by which the portfolio’s carbon footprint and exposure to climate risk are measured and reported. Companies disclosing their emissions and communicating emissions plans will be a helpful place from which to begin more useful discussions with management teams, industry experts and regulators. Although this can direct our efforts, the Managers believe that carbon footprint metrics in isolation are unhelpful and must be considered in the relevant fi long term growth opportunities typically involves investment in entrepreneurial, disruptive and technology‑driven businesses. These companies are often capital‑light with a low carbon footprint. More information on climate change is available on the Company’s website at edinburghworldwide.co.uk. The Managers utilise data sourced from a third party provider (MSCI via the Factset platform) to map the carbon footprint of Edinburgh Worldwide’s portfolio which is estimated to be 90.9% lower than the Company’s comparative index (S&P Global Small Cap Index) and is based on the 69.9% of the value of the Company’s portfolio which reports on carbon emissions and other carbon related characteristics. The Managers, Baillie Gifford & Co, are signatories to the United Nations Principles for Responsible Investment and the Carbon Disclosure Project and are also members of the Asian Corporate Governance Association and International Corporate Governance Network. Future developments of the Company The outlook for the Company for the next 12 months is set out in the Chair’s statement on page 08 and the Managers’ review on page. The Strategic report which includes pages 05 to 55 was approved by the Board of Directors and signed on its behalf on 17 January 2025. Jonathan Simpson‑Dent Chair Governance report This Governance report, which includes pages 57 to 81 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. 57 Edinburgh Worldwide Investment Trust plc Directors’ biographies Directors Jonathan Simpson-Dent Chair Date of appointment 2020 Jonathan Simpson‑Dent is an experienced board director who has spent the majority of his career running entrepreneurial private equity and listed mid‑cap international growth businesses. fi ventures with a strong focus on valuation and expertise in risk management frameworks are valuable to the Board when assessing, monitoring and valuing the Company’s private company investments Jonathan has been instrumental in developing the comprehensive action plan to improve execution since taking on the Chair role on 5 March 2024. In addition, his board and chair experience has helped to ensure that the Trust has the highest corporate governance standards. Jonathan currently chairs three private equity portfolio companies: Danx Carousel Group, Andwis Group and Easby Group. He previously worked at PricewaterhouseCoopers LLP, McKinsey & Company and PepsiCo. He is a Fellow of the Institute of Chartered Accountants. Jane McCracken Senior Independent Director Date of appointment 2022 Jane McCracken was appointed Senior Independent Director on 5 March 2024. She has spent her career working with high growth technology businesses based in her native USA, along with the UK, as an entrepreneur, equity investor, board member and advisor, specialising in scaling up venture‑backed and public technology companies. This includes her CFO role of London‑listed fi Jane possesses deep expertise and experience in the technology sector and has a wide network of industry contacts assisting the Board in making informed decisions in the technology sector. Jane served as a member of the Research Faculty and Entrepreneur‑in‑Residence at the Georgia Institute of Technology in Atlanta, USA, for eight years where she worked with a variety of deep tech startups as well as fi e‑commerce. Jane is currently serving as a Non‑Executive Director of Radyus Research LLC and Tern Plc, and is the Chief fi Governance report Annual Report and Financial Statements 2024 58 Caroline Roxburgh Audit and Management Engagement Committee Chair Date of appointment 2020 Caroline Roxburgh was appointed Chair of the Audit and Management Engagement Committee on 2 February 2022. She is a Chartered Accountant and was a partner at PricewaterhouseCoopers LLP until 2016. Caroline has extensive experience working with investment trusts and has spent seven years as Chair of the Audit Committee of Montanaro European Smaller Companies Trust Plc and four years as its Senior Independent Director. Caroline’s background as a senior board advisor, Assurance Partner, and Chartered Accountant brings fi and risk management to the Board. This enables her to effectively assess the Company’s viability, lead discussions on the risk management framework and risk appetite, contribute to the development of the Company’s strategy and chair the Company’s Audit and Management Engagement Committee. She is also Non‑Executive Director and Chair of the Audit and Risk committee of Edinburgh International Festival Society, Vice Chair at the Royal Conservatoire of Scotland, and until August 2024, was a Board Member and Chair of the Audit & Risk Commitee of VisitScotland, an appointment which she held for eight years. Helen James Director Date of appointment 2010 Helen James is an experienced investment and communications professional and was previously fi CEO of Investis Digital, a leading digital corporate communications company, and a Non‑Executive Director of The Mercantile Investment Trust. Helen was formerly the Senior Independent Director of the Edinburgh Worldwide Board from 2019 to 2024. Helen provides the Board with extensive boardroom, investor and corporate communications experience which supports effective shareholder management, investor relations and board effectiveness. Helen also recently served as a Special Advisor to the Foreign Secretary providing a unique insight into the global issues impacting companies around the world. Prior to Investis, Helen was Head of Pan‑European Equity Sales at Paribas, having started her career at HSBC James Capel as an investment analyst. Helen is due to leave the Board following the 2025 AGM. 59 Edinburgh Worldwide Investment Trust plc Mary Gunn Director Date of appointment 1 March 2023 Mary Gunn has over 30 years of public and private governance experience in high growth life science, fi UK and her native USA. Mary is also CEO of George Clinical, Independent Director of Burst Diagnostics and sits on The University of Edinburgh’s Business Committee and International Standing Committee. Mary possesses a deep pharmaceutical expertise and a wide industry network, with her insight assisting the Board in making informed decisions within the life sciences sector. Mary’s professional experience includes C‑level executive roles at various life science companies, fi Health Decisions, as well as acting in an advisory capacity for private equity transactions. Mungo Wilson is Professor of Financial Economics at Saïd Business School, University of Oxford and a former solicitor. Mungo is an expert on asset pricing, credit ratings and mutual funds which is invaluable when conducting rigorous investment analysis and investment performance evaluations of the Company. Mungo has extensive experience working with investment companies and is Non‑Executive Director of Neo Risk Reap Asia Equity Fund Limited, Embedded Insurance Inc., and Carbon Insurance Inc. He is also an Associate Member of the Oxford Man Institute of Quantitative Finance. Mungo Wilson Director Date of appointment 2016 All Directors are members of the Audit and Management Engagement Committee and the Nomination Committee. Governance report Annual Report and Financial Statements 2024 60 Board of Directors Comprises independent non-executive directors Chair: Jonathan Simpson-Dent Senior Independent Director: Jane McCracken Audit and Management Engagement Committee Chair: Caroline Roxburgh Purpose: To provide oversight of: • fi; • the audit process; • the Company’s system of internal controls; • compliance with laws and regulations; • ensuring that the Manager remains suitable to manage the portfolio; • the management contract is competitive and reasonable for shareholders; and, • the Company maintains appropriate administrative Nomination Committee Chair: Jonathan Simpson‑Dent Purpose: To oversee: • Board recruitment; • succession planning; and • Board appraisals including identifying training needs. Third‑party service providers appointed by the Board Alternative Investment Fund Manager and Company Secretary: Baillie Gifford & Co Limited (wholly owned subsidiary of Baillie Gifford & Co) Dealing activity and transaction reporting: Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited Ernst & Young LLP Auditor The Bank of New York Mellon (International) Limited Depositary Computershare Investor Services PLC Registrar Deutsche Numis Company Broker 61 Edinburgh Worldwide Investment Trust plc The Directors present their report together with the Financial Statements of the Company for the year to 31 October 2024. Directors’ report Corporate governance The Corporate governance report is set out on pages 57 to 81 and forms part of this report. Managers and Company Secretaries Baillie Gifford is one of the largest investment trust managers in the UK and currently manages twelve investment trusts. Baillie Gifford also manages a listed investment company and open ended investment clients, both in the UK and overseas. Funds under the £224.8165. Based in Edinburgh, it is one of the leading privately owned investment fi62 partners and a staff of around 1,643. 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 Secretaries. Baillie Gifford & Co Limited has delegated portfolio management services to Baillie Gifford & Co. Dealing activity and transaction reporting have been further sub‑delegated to Baillie Gifford Overseas Limited and Baillie Gifford Asia Baillie Gifford & Co is an investment management fifi investment management since 1908. Baillie Gifford & Co Limited and Baillie Gifford & Co are both authorised and regulated by the Financial Conduct Authority. Governance report Annual Report and Financial Statements 2024 62 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 on not less than three months’ notice. Compensation fees would only be payable in respect of the notice period if termination by the Company were to occur within a shorter notice period. fi of net assets and 0.55% on the remaining net assets. Management fees are calculated and payable quarterly. The Board is of the view that calculating the fee with reference to performance would be unlikely to fl A reduction in the management fee for the year to 31 October 2024 was agreed representing a 25% reduction to the fee for the quarters 31 July 2024 and 31 October 2024. This reduction was agreed further to the costs incurred by the Company in relation to the detailed 07). The Board considers the Company’s investment management and secretarial arrangements on a continuing basis and a formal review is conducted by the Audit and Management Engagement Committee annually. The Committee considered the following topics amongst others in its review: turnover; Secretaries; Following the most recent review the Audit and Management Engagement Committee concluded that the continuing appointment of Baillie Gifford of the investment management services to Baillie Gifford & Co and the further sub‑delegation of dealing activity and transaction reporting to Baillie Gifford Overseas Limited and Baillie Gifford Asia (Hong Kong) Limited, on the terms agreed, is in the interests of the Company and the shareholders as a whole. The Board review of strategy, execution and performance reached the same conclusion. Depositary In accordance with the Alternative Investment Fund Managers Directive, the AIFM must appoint a Depositary to the Company. The Bank of New York Mellon (International) Limited has been appointed The Depositary’s responsibilities include cash fi 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 57 to 59. All of the Directors are retiring at the Annual General Meeting and, with the exception of Helen James who will be standing down from the Board at the conclusion of the Annual General Meeting, all other Directors are offering themselves for re‑election. concluded that the performance of each of the Directors continues to be effective and that they remain committed to the Company. Their contribution to the Board is greatly valued and the Board recommends their re‑election to shareholders. Directors’ indemnity 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 31 October 2024 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 fi fi in connection with criminal proceedings in which the Director is convicted or civil proceedings brought by the Company in which judgement is given against him/her. In addition, the indemnity does not apply to any liability to the extent that it is recovered from another person. fi liability insurance. 63 Edinburgh Worldwide Investment Trust plc Conflicts of interest fl interest to the Nomination Committee on an annual basis. The Committee considers these carefully, taking into account the circumstances surrounding them and makes a recommendation to the Board on whether or fl fl there were no situations which gave rise to a direct fl with the interests of the Company. Dividends The Company’s objective is that of generating capital growth. Consequently, the Managers do not invest in companies based on the level of income they may payout as dividends. As highlighted previously, the Board does not intend to draw on the Company’s revenue reserve to pay or maintain dividends. This year the net revenue return fi2,604,000. There is no requirement under section 1158 of the Corporation Tax Act 2010 to pay a dividend as the net revenue return is below the level which would trigger the requirement to pay a dividend hence the Board is recommending that no fi income increase in future years, the Board will seek to distribute the minimum permissible to maintain fi Share capital Capital structure The Company’s capital structure (excluding treasury shares) as at 31 October 2024 consists of 372,426,908 ordinary shares of 1p each (2023 – 387,094,641 on page 103. 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. fi 2019, each ordinary share of 5p was replaced with fi Dividends The ordinary shares carry a right to receive dividends. Interim dividends are determined by the fi 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. Major interests disclosed in the Company’s shares Name Ordinary 1p shares held at 31 October 2024 % of issue Saba Capital Management L.P. (indirect) 63,689,682 16.9 Saba Capital Management L.P. (direct) 626,524 0.1 In the period from October 2024 to 16 January 2025fi Capital Management L.P. held 88,405,913 shares (28,486,684 direct and 59,919,229 indirect) (23.7% of shares in issue as at 16 January 2025). Analysis of shareholders at 31 October 2024 Number of shares held 2024 % 2023 Number of shares held 2023 % Institutions 33,495,751 9.0 34,365,190 8.9 Intermediaries 260,308,929 69.9 294,104,419 76.0 Individuals 13,066,926 3.5 14,434,384 3.7 Marketmakers 65,555,302 1 7. 6 44,190,648 11.4 372,426,908 100.0 387,094,641 100.0 Issuance of shares At the last Annual General Meeting (‘AGM’), the Directors were granted Shareholders’ approval for a general authority to issue shares, up to £1,270,941.24, being approximately 33% of the nominal value of the Company’s issued ordinary share capital as at 23 January 2024, and also an authority to issue shares or sell shares held in treasury for cash on a non pre‑emptive basis, up to £385,133.71, representing approximately 10% of the nominal value of the issued share capital of fi offering such shares to existing Shareholders pro‑ rata to their existing holdings). Governance report Annual Report and Financial Statements 2024 64 During the year to 31 October 2024 no shares were issued by the Company. Resolution 10 in the Notice of AGM which can be found in the Circular available on the Company’s page of the Managers’ website at edinburghworldwide.co.uk seeks a general authority for the Directors to issue ordinary shares up to an aggregate nominal amount of 1,228,906.50. This amount represents approximately 33% of the Company’s total ordinary share capital in issue at 16 January 2025, being the latest practicable date prior to the publication of this document, and meets institutional guidelines. No issue of ordinary shares will be made pursuant to the authorisation in Resolution 10 which would effectively alter the control of the Company without the prior approval of shareholders in general meeting. Resolution 11, which is being proposed as a special resolution, seeks to renew the Directors’ authority to allot equity securities, or sell treasury shares, for cash without having to offer such shares to existing Shareholders pro‑rata to their existing holdings, up to a total nominal amount of £372,395.91, representing approximately 10% of the Company’s total issued ordinary share capital as at 16 January 2025, being the latest practicable date prior to publication of the Circular. The Directors consider that the authorities proposed to be granted by Resolutions 10 and 11 continue to be advantageous when the Company’s shares trade at a premium to net asset value and the level of natural liquidity in the market is unable to meet demand. The Directors do not intend to use this authority to sell or issue ordinary shares on a non pre‑emptive basis at a discount to net asset value. Tfl fi The authorities sought in Resolutions 10 and 11 will continue until the conclusion of the Annual General Meeting to be held in 2026 or on the expiry of 15 months from the passing of the resolutions, if earlier, such authorities will only be used to issue shares or sell shares from treasury at a premium to net asset value and only when the Directors believe that it would be in the best interests of the Company to The Directors believe that the ability to buy‑back shares at a discount and re‑sell them or issue new shares at a premium are useful tools in smoothing supply and demand. 33,357,787 shares were held in treasury as at 16 January 2025. Market purchases of shares by the Company At the last Annual General Meeting the Company was granted authority to purchase up to 57,731,542 ordinary shares (equivalent to 14.99% of its issued share capital). This authority expires at the Annual General Meeting. 14,667,733 shares were bought back during the year under review and 33,326,787 shares are held in treasury at 31 October 2024. Between 1 November 2024 and 16 January 2025 a further 31,000 shares were bought back. The principal reasons for share buybacks are: • to enhance net asset value for continuing shareholders by purchasing shares at a discount to the prevailing net asset value; and • to address any imbalance between the supply of and the demand for the Company’s shares that results in a discount of the quoted market price to the published net asset value per share. The Company may hold bought back shares in treasury and then: • sell such shares (or any of them) for cash (or its equivalent under the Companies Act 2006); or • cancel the shares (or any of them). Shares will only be re‑sold from treasury at a premium to net asset value per ordinary share. Treasury shares do not receive distributions and the Company is not entitled to exercise voting rights attaching to them. The Directors are seeking shareholders’ approval at the Annual General Meeting to renew the authority to purchase up to 55,822,146 ordinary shares in issue (excluding treasury shares) as at January 2025, being the latest practicable date prior to the publication of the Circular available on the Company’s page of the Managers’ website at edinburghworldwide.co.uk (or, if less, the number representing approximately 14.99% of the Company’s issued share capital) at the date of passing of the resolution, such authority to expire at the Annual General Meeting of the Company to be held in 2026. In accordance with the UK Listing Rules, the maximum price (excluding expenses) that may be paid on the exercise of the authority must not • 5% above the average closing price on the London Stock Exchange of an ordinary share over fi date of purchase; and 65 Edinburgh Worldwide Investment Trust plc • an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an ordinary share on the trading venue where the purchase is carried out. The minimum price (exclusive of expenses) that may be paid will be the nominal value of an ordinary share. Purchases of shares will be made within guidelines established, from time to time, by the Board. Your attention is drawn to Resolution 12 in the Notice of Annual General Meeting which can be found in the Circular available on the Company’s page of the Managers’ website at edinburghworldwide.co.uk. The Board will continue to operate its share buy‑ back programme under its available authorities. While being mindful of the interests of longer‑term ongoing shareholders as well as market liquidity and sentiment, the Company may make purchases under this programme at a discount to NAV for shareholders seeking enhanced liquidity. Whilst not determining or prohibiting factors, the Board is also mindful of and continuously monitors the level of private company exposure and invested gearing. Recommendation The Directors consider each resolution being proposed at the Annual General Meeting to be in the best interests of the Company and its Shareholders as a whole and they unanimously recommend that all Shareholders vote in favour of them, as they intend fi General Meeting (held 18 December 2024) A General Meeting was held on 18 December 2024 where shareholders approved resolutions to amend the Company’s Objective and Policy and approved a reduction in the Share Premium Account subject to Court approval. Further details can be found on 42. Financial instruments fi its investment portfolio, cash balances, bank borrowings and debtors and creditors that arise directly from its operations such as sales and purchases awaiting settlement and accrued income. fi fi Articles of Association The Company’s Articles of Association may only be amended by special resolution at a general meeting of shareholders. Disclosure of information to Auditor fi 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 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 fi 489 and section 491(1) of the Companies Act 2006, resolutions concerning Ernst & Young LLP’s reappointment and remuneration will be submitted to the Annual General Meeting. Post Balance Sheet events Subsequent to the year end, on 20 November 2024, the Company announced that it had completed a detailed review of its strategy, shareholder returns and recent performance resulting in a comprehensive action plan to improve execution and a commitment to return up to £130 million to shareholders. Following the announcement, 18 December 2024 where changes to the Investment Objective and Policy were approved by shareholders (see Business Review page 42). Shareholders also approved a resolution to, subject to Court approval, reduce the Share Premium Account to increase the Company’s distributable reserves to give the Board additional headroom to continue the active capital return programme and any future distributions (see Chair’s Statement on page 08 and Business Review on page42). As at 3 January 2025, a valid requisition to hold a General Meeting fi minority shareholder, further details of which can be found in the Chair’s statement on pages 5, 8 and 9 and in the Circular which can be found at edinburghworldwide.co.uk. Governance report Annual Report and Financial Statements 2024 66 fiother post Balance Sheet events which require adjustment of, or disclosure in, the Financial Statements or notes thereto up to January 2025. Annual General Meeting and Requisitioned General Meeting (to be held on 14February 2025) The details of the next Annual General Meeting (‘AGM’) and Requisitioned General Meeting (‘GM’) (to be held on 14 resolutions and information on the deadlines for proxy appointments, can be found in the Circular on page or on the Company’s page of the Manager’s website at edinburghworldwide.co.uk. Shareholders who hold shares in their own name on the main register will be provided with Forms of Proxy. If you hold shares through a share platform or other nominee, the Board would encourage you to contact these organisations directly as soon as possible to arrange for you to vote at the AGM and GM. Further details on how to vote your 117. Greenhouse Gas Emissions and Streamlined Energy and Carbon Report (‘SECR’) All of the Company’s activities are outsourced to third parties. The Company therefore has no greenhouse gas emissions to report from its operations, nor does it have responsibility for any other emissions producing sources under the Companies Act 2006 (Strategic report and Directors’ reports) Regulations 2013. For the same reasons as set out above, the Company is a low energy user under the SECR regulations and has no energy and carbon information to disclose. 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. On behalf of the Board Jonathan Simpson‑Dent Chair 17 January 2025 67 Edinburgh Worldwide Investment Trust plc Compliance The Financial Reporting Council (‘FRC’) has fi report against the AIC Code will be meeting their obligations in relation to the UK Code. fi throughout the year under review with the relevant provisions of the Code and the recommendations of the AIC Code with the exception that the Company does not have a separate internal audit function as explained on page 74. Given that the Company is an externally managed investment trust, the Board considers the provisions relating to the role of the chief executive and executive directors’ remuneration are not relevant. The Board The Board has overall responsibility for the Company’s affairs. It has a number of matters reserved for its approval including strategy, investment policy, currency hedging, borrowings, gearing, treasury matters, dividend and corporate governance policy. A separate strategy session is held annually. 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 six Directors as at 4 all of whom are non‑executive. The Chair, Jonathan Simpson‑Dent, is responsible for organising the business of the Board, ensuring its effectiveness and setting its agenda. The executive responsibilities for investment management have been delegated to the Company’s Alternative Investment Fund Manager (‘AIFM’), fiJane McCracken Corporate governance report The Board is committed to achieving and demonstrating high standards of corporate governance. This statement outlines how the principles of the2018 UK Corporate Governance Code (the ‘Code’) which can be found at frc.org.uk, and the relevant principles of the Association of Investment Companies (‘AIC Code’) Code of Corporate Governance issued in 2019 were applied throughout the financial year. The AIC Code provides a framework of best practice for investment companies and can be found at theaic.co.uk. Governance report Annual Report and Financial Statements 2024 68 The Directors believe that the Board has a balance of skills and experience which enable it to provide effective strategic leadership and proper governance of the Company. Information about the Directors, including their relevant experience, can be found on pages 57 to 59. There is an agreed procedure for Directors to seek independent professional advice if necessary at the Company’s expense. No such advice was sought by any individual Director in the year to 31 October 2024 or 31 October 2023. 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 seek election by shareholders at the next Annual General Meeting, unless appointed after the notice for the AGM has been sent. In accordance with the principles of the AIC Code all Directors will offer themselves for re‑election annually. The reasons why the Board supports the re‑elections are set out on page 62. Helen James will not stand for re‑election at the Directors are not entitled to any termination payments in relation to their appointment. Chair and Directors’ tenure The Nomination Committee has considered the question of tenure for Directors and has concluded that there should not be a set maximum time limit for a Director or Chair to serve on the Board. The Nomination Committee keeps under review the balance of skills, knowledge, experience, performance and length of service of the Directors ensuring the Board has the appropriate combination of skills and Company knowledge and experience. This is balanced against the appointment of new Directors having fresh ideas and perspective. Independence of Directors All of 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 fi Board. The Board concurs with the view expressed in the AIC Code that long serving Directors should not be prevented from being considered independent. 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 fi to discharge its duties effectively. The following table shows the attendance record for the Board and Committee Meetings held during the year, excluding ancillary and sub‑committee meetings. The Annual General Meeting was attended by all the Directors in fi5 March 2024. Directors’ attendance at meetings Board Audit and Management Engagement Committee Nomination Committee Number of meetings 4 4 1 Jonathan Simpson‑Dent 4 4 1 Mary Gunn 4 4 1 Helen James 4 4 1 Jane McCracken 4 4 1 Caroline Roxburgh 4 4 1 Mungo Wilson 4 4 1 In addition to the formal Board meetings noted above, regular meetings were held during the year further to the detailed review of the Company’s strategy, execution and performance. The Board is not seeking any additional remuneration for 69 Edinburgh Worldwide Investment Trust plc Nomination Committee The Nomination Committee consists of the whole Board and the Chair of the Board is Chair of the Committee except when the Committee is dealing with the matter of succession to the Chairpersonship of the Company. 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 is responsible for considering Directors’ fl recommendations to the Board on whether or not fl The Committee’s terms of reference are available page on the Managers’ website: edinburghworldwide.co.uk. Board diversity fi and the Company’s policy on diversity is referred to in the Strategic report. The Board’s priority in appointing new Directors to the Board is to identify candidates with the best range of skills and experience to complement existing Directors. The Board will not display any bias for age, gender, race, sexual orientation, religion, ethnic or national origins or disability in considering the appointment of its Directors. However, it is the Board’s policy to ensure that all appointments are made on the fi each appointment. Accordingly the Board does not consider it appropriate to set diversity targets. Board composition fi the importance of having a range of skilled and fi length of service and knowledge of the Company with the desirability of ensuring regular refreshment of the Board. The Board reviews its composition annually. The Nomination Committee commissioned a search fi using the services of Cornforth Consulting Limited, an fi with the Company or its Directors. The following disclosures are provided in respect of the FCA Listing Rules targets that: i) 40% of a board should be women; ii) at least one senior role should be held by a woman; and iii) at least one board member should be from a non‑white ethnic fifi Statistics criteria. As an externally managed investment company fifi fi guidance are Chair and Senior Independent Director. The Board also considers the Audit Committee Chair to represent a senior role within this context and this role is performed by a woman. The Board currently complies in all respects with the FCA Listing Rules targets. Gender Number % Senior roles Men 2 33 1 Women 4 67 2 Ethnic background Number % Senior roles White 5 83 3 Asian/Asian British 1 17 – Performance evaluation During the year, the Board appointed Lintstock fi design and execution of board evaluations, to facilitate the performance evaluation of the Chair and each Director, the Board as a whole and its Committees, undertaken in accordance with the FTSE 350 companies to have Board evaluations externally facilitated every three years. Lintstock is an independent company with no relationships with the Company or its Directors. Lintstock provided questionnaires which were tailored to the fi addressed, amongst other issues: • Board and Committee composition, dynamics and expertise; • quality of Board documentation, administration and third party relationships; and, • investment strategy, performance and priorities Governance report Annual Report and Financial Statements 2024 70 Each Director and the Chair completed the questionnaires and the Chair discussed feedback with each Director. The results were considered by the Nomination Committee. Lintstock reviewed the output from the evaluation process and judged the Company’s Board, Committees and Directors to be operating effectively. Following this process it was concluded that the performance of each Director, the Chair, the Board and its Committees continues to be effective and that each Director and the Chair remain committed to the Company. For its appraisal during 2021, the Board secured the services of Lintstock Limited. External facilitation will next be considered for Board evaluations in 2027. A review of the Chair’s and other Directors’ commitments was carried out and the Nomination fi fi fi commitments during the year. Induction and training New Directors are provided with an induction programme which is tailored to the particular circumstances of the appointee. During the year fi were provided to the Board by the Managers and Secretaries. Directors receive other relevant training as necessary. Remuneration As all the Directors are non‑executive, there is no requirement for a separate Remuneration Committee. Directors’ fees are considered by the Board as a whole within the limits approved by shareholders. The Company’s policy on remuneration is set out in the Directors’ remuneration report on page 76. Audit and Management Engagement Committee The report of the Audit and Management Engagement Committee is set out on pages 73 75. Internal controls and risk management The Directors acknowledge their responsibility for the Company’s risk management and internal controls systems and for reviewing their effectiveness. The systems are designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable but not absolute assurance against material misstatement or loss. fi process for identifying, evaluating and managing fi 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 Directive (as detailed below). Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s permanent risk function provide the Audit and Management Engagement Committee with regular reports on their monitoring programmes. The reporting procedures fi 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 and Technical Release AAF 01/06 – 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 and Management Engagement 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 and Management Engagement Committee. These procedures ensure that consideration is facing the Company and that they are being actively monitored. Where changes in risk have fi a mechanism to assess whether further action is required to manage these risks. 71 Edinburgh Worldwide Investment Trust plc fi effectiveness of the Company’s risk management and internal controls systems which accord with the FRC guidance ‘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 fifi under review and up to the date of this report. fi fi year and continue to be in place up to the date of approval of this report. To comply with the Alternative Investment Fund Managers Directive, The Bank of New York Mellon (International) Limited act as the Company’s Depositary and Baillie Gifford & Co Limited as The Depositary’s responsibilities include cash fi 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 fi will ensure that any delegate segregates the assets prepares reports on its key controls and safeguards which are independently reviewed by KPMG LLP. Risk Department and a summary of the key points is reported to the Audit and Management Engagement Committee and any concerns are investigated. The Depositary provides the Audit and Management Engagement 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 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 fi 117), are monitored and the sensitivity of the portfolio to key risks is undertaken periodically as appropriate to 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. 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 risks are market related risk. An explanation of these risks and how they are reviewed and managed is set out on pages 45 to 50 and contained in note 17 to the Financial Statements. The Directors have in particular, considered the impact of market volatility due to macroeconomic and geopolitical concerns, but do not believe the Company’s going concern status is affected. The Company’s assets, the majority of which are investments in quoted securities which are readily fi borrowings require the prior approval of the Board. Gearing levels and compliance with borrowing covenants are reviewed by the Board on a regular basis. 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) (Tax) Regulations 2011. The Company’s primary third party suppliers, including its Managers and secretaries, Custodian and Depositary, registrar, auditor and broker, are fifi affecting their respective services to the Company. The Directors have also considered the requisition fi a general meeting. The notice seeks to remove all of the existing independent non‑executive Directors and appoint alternative directors. After consideration of all available information and taking professional advice, the Board has carefully considered implications for the going concern assumption if the resolutions are passed and notes their stated intention would be to remove the Investment Manager and change the Investment Policy. The Directors believe that although the outcome of the requisition is uncertain, the going Governance report Annual Report and Financial Statements 2024 72 concern assumption remains appropriate, since the portfolio is highly liquid, borrowings can be repaid in full (when they become due in June and October 2026) and at short notice and they have no reason to believe that there is an intention or indication to wind up or cease the Company’s operations. Accordingly, the Financial Statements have been prepared on the going concern basis as it is the Directors’ opinion, having assessed the principal and emerging risks and other matters set out in the Viability statement on page 45 which assesses fi years, that the Company will continue in operational existence until 31 January 2026, which is for a period of at least twelve months from the date of approval of these Financial Statements. Relations with shareholders The Board places great importance on communication with shareholders. The Company’s Managers communicate regularly with shareholders and their representatives and report shareholders’ views to the Board. The Chair is available to meet with shareholders as appropriate. Shareholders wishing to communicate with any member of the Board may do so by writing fi through the Company’s broker Deutsche Numis 125). The Company’s Annual General Meeting provides a forum for communication with all shareholders. The level of proxies lodged for each resolution is announced at the meeting and is published on the Company’s page of the Managers’ website edinburghworldwide.co.uk subsequent to the meeting. Shareholders and potential investors at edinburghworldwide.co.uk. Corporate governance and stewardship 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 and report their actions to the Board. The Board believes that it is in the shareholders’ interests to consider environmental, social and governance (‘ESG’) factors, including climate change, when selecting and retaining investments and has asked the Managers to take these issues into account as long as the investment objectives are not compromised. 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’ statement of compliance with the UK Stewardship Code can be found on the Managers’ website at bailliegifford.com. The Managers’ policy has been reviewed and endorsed by the Board. Baillie Gifford & Co, the Managers, has considered the Sustainable Finance Disclosures Regulation (‘SFDR’) and further details can be found on page 121. On behalf of the Board Jonathan Simpson‑Dent Chair 17 January 2025 73 Edinburgh Worldwide Investment Trust plc The Audit and Management Engagement Committee consists of all current independent Directors. With reference to the guidance from the 2019 AIC Code of Corporate Governanceit is considered appropriatefor Jonathan Simpson-Dent, the Chair, to be a member of the Audit and Management Engagement Committee as he is a qualified chartered accountant and as such brings significant financial experience to the Committee. The members of the Committee consider that they have the requisite financial skills and experience to fulfil the responsibilities of the Committee. Caroline Roxburgh is Chair oftheCommittee. Audit and management engagement committee report The Committee’s authority and duties are clearly fi which are available on request from the Company Secretaries and at edinburghworldwide.co.uk. The Committee’s effectiveness is reviewed on an annual basis as part of the Board’s performance evaluation process. At least once a year the Committee meets with the external Auditor without any representative of the Managers being present. Main activities of the Committee The Committee met four times during the year, and the external Auditor, Ernst & Young LLP, attended the January and June meetings. Baillie Gifford & Co’s Internal Audit and Compliance Departments and the AIFM’s permanent risk function provided reports on their monitoring programmes for the January and June meetings. The matters considered, monitored and reviewed by the Committee during the course of the year included the following: Annual and Interim Reports; • the valuation of private company investments; the Annual Report and Financial Statements and provide advice to the Board whether it provided the information necessary for shareholders to assess the Company’s performance, business model and strategy; control environment; Governance report Annual Report and Financial Statements 2024 74 terms of engagement of the external Auditor; out to tender; Auditor to supply non‑audit services; Auditor and the effectiveness of the external audit process; audit function; Managers and Custodian; Agreement, as described on pages 61 and 62 and the continuing appointment of the Managers; and fi concerns about possible improprieties in matters fi Internal audit The Committee continues to believe that the compliance and internal controls systems and the internal audit function in place within the Investment fi sound system of internal control, which safeguards shareholders’ investment and the Company’s assets, fi the Company is therefore considered unnecessary. Financial reporting fi issue likely to affect the Financial Statements is the existence and valuation of investments as they represent 97.1% of total assets and the accuracy and completeness of income from investments. Unlisted investments The Committee reviewed the Managers’ valuation approach for investments in private companies (as described on page 19) and approved the value of all unlisted investments at 31 October 2024, following a detailed review of the valuation of each investment and relevant challenge where appropriate. fi fiCustodian fi fi investee companies. Listed investments The majority of the investments are in quoted securities and market prices are readily available from independent external pricing sources. The Committee reviewed the Managers’ Report on Internal Controls which details the controls in place regarding recording and pricing of investments and the reconciliation of investment holdings to third party data. The Managers agreed the prices of all the listed investments at 31 October 202 4 to external price sources and the holdings were agreed to fi Other matters 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 are reviewed by the Managers as they arise. The Committee considered the factors, including continuing geopolitical tensions, that might affect the fi 6 , which is at least twelve months from the date of approval of these Financial Statements, fl the liquidity of its investment portfolio, compliance with debt covenants, availability of borrowing facilities, and the Company’s ability to meet its obligations as they fall due. The Committee also reviewed the Viability s tatement on page 45 and statement on Going c oncern on page s 71 and 72 . Following this assessment, the Committee recommended to the Board the appropriateness of the g oing c oncern basis fi the accuracy of the Viability s tatement and statement on g oing c oncern together with the detailed disclosures in respect of these assessments. fi investments at 31 October 202 4 had been valued in accordance with the stated accounting policies. The value of all the listed investments had been agreed to 75 Edinburgh Worldwide Investment Trust plc external price sources and the portfolio holdings agreed fi value of unlisted investments had been supported by valuation papers produced by the Manager’s Private Companies Valuations Group and portfolio holdings fi from the investee company. fi 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 70 and 72. No fifi under review. External Auditor fi of the external Auditor, the Committee reviewed: includes a report from the Auditor describing their arrangements to manage auditor independence and fi external Auditor. There were no non‑audit fees in the year to 31 October 2024. To assess the effectiveness of the external Auditor, the Committee reviewed and considered: fi of the audit team; and Ernst & Young LLP issued by the FRC’s Audit Quality Review team. fi audit process the Committee considered and reviewed: audit. Ernst & Young LLP were appointed as the Company’s Auditor at the Annual General Meeting held on fi in accordance with professional and regulatory standards in order to protect independence and objectivity and to provide fresh challenge to the business. The year ending 31 October 2024 is the thirdfi audit partner, Ahmer Huda. fi they are 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 described above, the fi independent and effective for the purposes of this year’s audit and, as such, has not considered it necessary to put the audit services contract out There are no contractual obligations restricting the Committee’s choice of Auditor. Accountability and audit The respective responsibilities of the Directors and the Auditor in connection with the Financial Statements are set out on pages 80 to 89. On behalf of the Board Caroline Roxburgh Chair of the Audit and Management Engagement Committee 17 January 2025 Governance report Annual Report and Financial Statements 2024 76 Non‑executive Directors are not eligible for any fi reimbursement of allowable expenses. There are or pension schemes. There is no notice period and fi 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. The basic and additional fees payable to Directors in respect of the year ended 31 October 2024 and the expected fees payable in respect of the year ending 31 October 2025 are set out in the table below. fi annual review of the Directors’ fees. Expected fees for the year ending 31 October 2025 £ Fees for the year ending 31 October 2024 £ Chair’s fee 44,250 44,250 Non‑executive Director fee 29,500 29,500 Additional fee for Chair Engagement Committee 6,500 6,500 Additional fee for the 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 Directors’ remuneration report This report has been prepared in accordance with the requirements of the Companies Act 2006. Statement by the Chair The Directors’ Remuneration Policy is subject The Board reviewed the level of fees during the to the fees,fi increased time commitment from the Directors in 2024 which is ongoing. The fees were last increased Directors’ remuneration policy The Board is composed wholly of non‑executive Directors, none of whom has a service contract with the Company. There is no separate remuneration committee and the Board as a whole considers changes to Directors’ fees from time to time. Secretaries, provide comparative information when the Board considers the level of Directors’ fees. The Board’s policy is that the remuneration of Directors should be set at a reasonable level that is commensurate with the duties and responsibilities of the role and consistent with the requirement to attract and retain Directors of the appropriate quality and experience. The Board believes that fl experience of the Board as a whole, be fair and should take account of the level of fees paid by comparable investment trusts. Any views expressed by shareholders on the fees being paid to Directors will be taken into consideration by the Board when reviewing the Board’s policy on remuneration. 77 Edinburgh Worldwide Investment Trust plc 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 Auditors to audit certain of the disclosures provided in this report. Where disclosures have been audited, they are indicated as such. The Auditors’ opinion is included in the Independent Auditors’ Report on pages 83 to 89. Directors’ remuneration for the year (audited) The Directors who served during the year received the following remuneration in the form of fees and fi Name 2024 Fees £ 2024 Taxable benefits £ 2024 Total £ 2023 Fees £ 2023 Taxable benefits £ 2023 Total £ Jonathan Simpson‑Dent (Chair from 39,200 5,574 44,774 28,000 2,445 30,445 Caroline Roxburgh (Audit and Management Engagement Committee Chair) 36,000 503 36,503 34,000 176 34,176 Mary Gunn (appointed 1 March 2023) 29,500 17,997 47,497 18,667 32,833 51,500 Helen James (SID to 5 March 2024) 30,014 4,285 34,299 29,000 2,881 31,881 Jane McCracken (SID from 5 March 2024) 30,627 59,619 90,246 28,000 45,802 73,802 Mungo Wilson 29,500 3,466 32,966 28,000 2,041 30,041 Henry Strutt (retired 5 March 2024) 15,154 974 16,128 42,000 2,472 44,472 Donald Cameron (retired 7 March 2023) – – – 9,871 92 9,963 209,995 92,418 302,413 217,538 88,742 306,280 * Comprises expenses incurred by Directors in the course of travel to attend Board and Committee meetings. These amounts have been grossed up for income tax. Governance report Annual Report and Financial Statements 2024 78 Annual percentage change in remuneration This represents the annual percentage change in the entire remuneration paid to the Directors. Name % from 2023 to 2024 % from 2022 to 2023 % from 2021 to 2022 Jonathan Simpson‑Dent (Chair from 5 March 2024) 4 7. 1 0.4 21.3 Caroline Roxburgh (Audit and Management Engagement Committee Chair) 6.8 7. 2 2 7. 5 Mary Gunn (appointed 1 March 2023) (7.8) – – Helen James (SID to 5 March 2024) 7. 6 8.0 18.0 Jane McCracken (SID from 5 March 2024) 22.3 – – Mungo Wilson 9.7 (1.5) 22.1 Henry Strutt (retired 5 March 2024) (63.7) 2.6 18.7 Donald Cameron (retired 7 March 2023) – (65.1) (4.8) Directors’ interests (audited) The Directors are not required to hold shares in the fi and their interests in the Company, were as shown below. There have been no changes intimated in the Directors’ interests up to 16 January 2025. Name Nature of interest Ordinary shares held at 31 October 2024 Ordinary shares held at 31 October 2023 Jonathan Simpson‑Dent fi 91,966 91,966 Mary Gunn fi 5,610 – Helen James fi 45,936 45,936 Jane McCracken fi 13,365 13,365 Caroline Roxburgh fi 28,812 28,812 Mungo Wilson fi 99,949 99,949 Statement of voting at Annual General Meeting At the Annual General Meeting held on 5 March 2024, of the proxy votes received in respect of the Directors’ Remuneration Policy, 98.0% were in favour, 1.6% were against and votes withheld were 0.4%. At the last Annual General Meeting at which the Directors’ Remuneration Report was considered (March 2023), 98.3% of the proxy votes received were in favour, 1.0% were against and 0.7% . Relative importance of spend on pay As the Company has no employees, the Directors do not consider it appropriate to present a table comparing remuneration paid to employees with distributions to shareholders. The Directors’ remuneration for the year is set out above. There were no distributions to shareholders by way of dividend or share repurchases during the year (2023 79 Edinburgh Worldwide Investment Trust plc Performance graph fi4) Past performance is not a guide to future performance. Approval The Directors’ Remuneration Report on pages 76 to 79 was approved by the Board of Directors and signed on its behalf on 17 January 2025. Jonathan Simpson‑Dent Chair Cumulative to 31 October 20242014 2016 2019 2021 20232015 20182017 2020 2022 ● Edinburgh Worldwide share price Source: Baillie Gifford/LSEG and relevant underlying index providers. See disclaimer on page 118. All figures are to tal returns (see Glossary of terms and Alternative Pe rformance Measures on pages 122 to 124). * S&P Global Small Cap Index (in sterling terms) ● FTSE All-Share Index ● Comparative Index (in sterling terms) 0 500 100 400 300 200 Directors’ service details Name Date of appointment Due date for re-election Jonathan Simpson‑Dent 1 February 2020 AGM in 2025 Mary Gunn 1 March 2023 AGM in 2025 Helen James 2 December 2010 Retiring, AGM in 2025 Jane McCracken 1 November 2022 AGM in 2025 Caroline Roxburgh 1 February 2020 AGM in 2025 Mungo Wilson 8 December 2016 AGM in 2025 Company performance fi years ended 31 October 2024, the share price total return (assuming all dividends are reinvested) to Edinburgh Worldwide ordinary shareholders compared to 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. The Company’s comparative index is provided for information purposes only. Governance report Annual Report and Financial Statements 2024 80 The Directors are responsible for keeping adequate fi explain the Company’s transactions and disclose fi position of the Company and enable them to ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable laws and regulations, the Directors are also responsible for preparing a Strategic report, Directors’ report, a Directors’ remuneration report and a 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. The work carried out by the Auditor does not involve any consideration of these matters and, accordingly, the Auditor accepts no responsibility for any changes that may have occurred to the Financial Statements since they were initially presented on the website. 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 fi that law they have elected to prepare the Financial Statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. Under company law the Directors must not approve fi that they give a true and fair view of the state of fi the Company for that period. In preparing these Financial Statements, the Directors are required to: them consistently; are reasonable and prudent; Accounting Standards have been followed, subject to any material departures disclosed and explained in the Financial Statements; and concern basis unless it is inappropriate to presume that the Company will continue in business. Statement of Directors’ responsibilities in respect of the Annual Report and the Financial Statements 81 Edinburgh Worldwide Investment Trust plc fi date of approval of the Financial Statements whose names and functions are listed within the Directors fi of their knowledge: prepared in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) including FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’, give a true and fair view of the fi of the Company; as a whole is fair, balanced and understandable performance, business model and strategy; and development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces. On behalf of the Board Jonathan Simpson‑Dent Chair 17 January 2025 Financial report The Financial Statements for the year to 31 October 2024 are set out on pages 90 to 112 havebeen prepared in accordancewith FRS102 ‘The Financial Reporting Standard applicable in the UK andRepublic of Ireland’. 83 Edinburgh Worldwide Investment Trust plc Independent auditor’s report to the Members of Edinburgh Worldwide Investment Trust plc Emphasis of matter – Subsequent event We draw attention to Note 18fi statements which details the requisition notice from fi meeting. The notice seeks to remove all of the existing independent non‑executive directors and appoint alternate directors. If the resolutions are passed, their stated intention would be to remove the investment manager and change the investmenolicy. fi Conclusions relating to going concern fi concluded that the directors’ use of the going concern basis of accounting in the preparation of the fi of the directors’ assessment of the company’s ability to continue to adopt the going concern basis of accounting included: fi going concern assessment process by challenging the Directors and the Company Secretary to determine if all key factors were considered in their assessment which included the review of market information and insights. We considered whether the factors taken account of in the Directors’ assessment addressed those matters which we considered important. • Inspecting the Directors’ assessment of going concern, including the revenue forecast, for the period to 31 January 2026 which is at least fi were authorised for issue. Challenging the factors and assumptions 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. Assessing the risk of breaching the debt covenants as a result of a reduction in the value of the Company’s portfolio. We calculated and reviewed the Company’s compliance with debt Opinion fi Worldwide Investment Trust PLC for the year ended 31 October 2024 which comprise of the Income Statement, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and the related notes 1 fi fi 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). fi give a true and fair view of the Company’s affairs fi 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 fi statements section of our report. We believe that the fi 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 fi including the FRC’s Ethical Standard as applied to fi other ethical responsibilities in accordance with Financial report Annual Report and Financial Statements 2024 84 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 incorrect valuation or ownership of the investment portfolio and the resultant impact on unrealised gains/(losses) Risk of incomplete or inaccurate revenue fi of special dividends as revenue or capital items in the Income Statement Going concern Materiality Overall materiality of £6.35m which represents 1% of shareholders’ funds. 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. fi fi 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. Climate change Stakeholders are increasingly interested in how climate change will impact the Company. The Company has fi from climate change on their investments and overall investment process. This is explained on page 48 in the principal and emerging risks section, which form part of the “Other information,” rather than fi on these disclosures therefore consisted solely of considering whether they are materially consistent with fi in the course of the audit or otherwise appear to be Our audit effort in considering climate change was focused on the adequacy of the Company’s disclosures fi concluded that there was no further material impact of climate change to be taken into account as the investments are valued based on market pricing as required by FRS 102. We also challenged the Directors’ considerations of climate change in their assessment of viability and associated disclosures. covenants as at year end, validated the inputs used to the underlying information and agreed covenant requirements to the debt agreement and we performed reverse stress testing in order to identify what factors would lead to the Company fi Challenging the Company’s ability to repay the debt facility, considering the expiry of the current debt facilities in 2026 (9 June 2026 and 30October 2026), and performing an independent liquidity analysis of the Company’s investment portfolio to determine it’s ability to repay by selling investments. Assessing available market information and news events following the requisition notice from a fi meeting. The notice seeks to remove all of the existing independent non‑executive directors and appoint alternate directors. If the resolutions are passed, their stated intention would be to remove the investment manager and change the investment policy. We challenged the Directors assessment of the implications of the requisition notice by reviewing all publicly available information available to determine any impact on the Company’s ability to continue as a going concern. Considering the mitigating factors 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 and repay its debt fi Reviewing the Company’s going concern disclosures included in the annual report to assess whether the disclosures were appropriate and in conformity with the reporting standards. Going concern has also been determined to be a key audit matter. Based on the work we have performed, we have not fi or conditions that, individually or collectively, may cast fi 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 fi about whether the directors considered it appropriate 85 Edinburgh Worldwide Investment Trust plc Key audit matters fi fifi fi greatest effect on the overall audit strategy, the allocation of resources in the audit; and directing the efforts of fi a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters. Risk Our response to the risk Key observations communicated to the Audit and Management Engagement Committee Incorrect valuation or ownership of the investment portfolio and the resultant impact on unrealised gains/(losses) (as described on page 74 in the Report of the Audit and Management Engagement Committee and as per the accounting policy set out on pages 95 and 96). The valuation of the investment portfolio at 31 October 2024 was £705.03m (2023: £671.3m) consisting of quoted investments with an aggregate value of £520.95m (2023: £491.24m) and unquoted investments with an aggregate value of £184.08m (2023: £180.06m). 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 fi impact on the portfolio valuation and the return generated for shareholders. The fair value of quoted investments is determined by reference to bid value or the last traded price depending on the convention of the exchange on which the Unquoted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations approved by the Baillie Gifford Fair Value Pricing Group. The unquoted investment policy applies methodologies consistent with the International Private Equity and Venture Capital Valuation guidelines (“IPEV”). The valuation of the unquoted investments, and the resultant impact on the unrealised gains/(losses), is fi judgment and estimation in the fi fi fraud risk. We have performed the following procedures: We obtained an understanding of Baillie Gifford’s processes and controls surrounding legal title and pricing of quoted and unquoted investments by performing walkthrough procedures in which we evaluated the design and implementation of controls. For all quoted investments in the portfolio, we compared the market prices and exchange rates applied to an independent pricing vendor and recalculated the investment valuations at the year end. We reviewed the prices for all quoted investments in the portfolio to identify fi whether the listed price is a valid fair value. Our testing did not identify any prices which had not changed within the 5 days. For the 15 unquoted investments held as at 31 October 2024 the audit team or our valuations specialists reviewed and challenged the valuations: Reviewed the valuation papers prepared by the Investment Manager’s Private Companies Valuation Group and approved by the Fair Value Pricing Group to gain an understanding of and assess the valuation methodologies and assumptions. Independently created a indicative range for the valuation of all of the unquoted investments. Discussed the unquoted valuations with the Investment Manager’s Private Companies Valuation Group to understand their valuation approach and to challenge certain areas of their approach, documentation and valuation conclusions. Assessed whether the valuations have been performed in line with the valuation approaches as set out in UK GAAP and the International Private Equity and Venture capital (‘IPEV’) guidelines. Assessed the appropriateness of the data inputs including foreign exchange rates and challenged the assumptions used to support the valuations, where appropriate. Assessed other facts and circumstances, such as market movement and comparative company information, that have an impact on the fair market value of the investments; and assessed whether management’s valuation is reasonable. fi outside the expected range, we held further discussions with Baillie Gifford and the Audit and Management Engagement Committee. In those discussions, we discussed market trends and the valuation process and requested further support for the valuation assumptions where appropriate. For all purchases of unquoted investments and a sample of quoted investments in the period, we obtained supporting documents from Baillie Gifford and have agreed these to the purchase cost per the accounting records and to the bank statements. We tested the unrealised gains/losses on investments as at the year end using the book‑cost reconciliation. We compared the Company’s investment holdings at 31 October 2024 fi Depositary or from the investee company. The results of our procedures fi no material misstatement in relation to the risk of incorrect valuation or ownership of the investment portfolio. Financial report Annual Report and Financial Statements 2024 86 Risk Our response to the risk Key observations communicated to the Audit and Management Engagement Committee Incomplete or inaccurate revenue recognition, including the classification of special dividends as revenue or capital items in the Income Statement (per the Audit and Management Engagement Committee report set out on page 74 and the accounting policy set out on page 97). The total revenue for the year (2023: £1.08m), consisting primarily of dividend income from quoted equity investments. Included in total revenue was revenue received from Special Dividends of £0.001m. all fi 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. The Directors may be required to exercise judgment in determining whether income receivable in the form of special dividends should be fi the Income Statement. We have performed the following procedures: We obtained an understanding of Baillie Gifford’s processes and controls fi For all dividends, we recalculated the income by multiplying the investment holdings at the ex‑dividend date, traced from the accounting records, by the dividend per share, which was agreed to an independent data vendor. We agreed a sample to bank statements and, where applicable, we also agreed the exchange rates to an external source. fi had been recorded for each investee company held during the year with reference to investee company announcements obtained from an independent data vendor. For all dividends accrued at the year end, we reviewed the investee company announcements to assess whether the dividend obligation arose prior to 31 October 2024. We agreed the dividend rate to corresponding announcements made by the investee company, fi was consistent with cash received as shown on post year‑end bank statements. For all investments held during the year, we compared the type of dividends paid with reference to an external data source to identify those fi fi fi by reviewing the underlying rationale of the distribution. The results of our procedures fi no material misstatement in relation to the risk of incomplete or inaccurate revenue recognition, including incorrect fi special dividends as revenue or capital items in the Income Statement. There have been no changes to the areas of audit focus raised in the above risk table from the prior year. Our application of materiality We apply the concept of materiality in planning and performing the audit, in evaluating the effect of fi 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 £6.35million (2023: £5.86 million), which is 1% (2023: 1%) of shareholder funds. We believe that Shareholder funds provides us with a materiality aligned to the key measure of the 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% (2023 75%) of our planning materiality, namely £4.76m (2023: £4.38m). We have set performance materiality at this percentage due to our past experience of the audit that indicates a lower risk of misstatements, both corrected 87 Edinburgh Worldwide Investment Trust plc 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 fi fi fi • the strategic report and directors’ reports have been prepared in accordance with applicable legal requirements. 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 fi material misstatements in the strategic report or 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 fi Directors’ Remuneration Report to be audited are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration fi • we have not received all the information and explanations we require for our audit Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We agreed with the Audit and Management Engagement Committee that we would report to them all uncorrected audit differences in excess of £0.32m (2023: £0.29m), 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 fi statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. fi 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 fi 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 fi 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. Financial report Annual Report and Financial Statements 2024 88 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 fi 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 fi 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 fipages 71 and 72; • 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 45; • Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its liabilities set out on page 45; • Directors’ statement on fair, balanced and understandable set out on pages 80 and 81; fi robust assessment of the emerging and principal risks set out on pages 45 to 50; • The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on pages 70 and 71; and; • The section describing the work of the Audit and Management Engagement Committee set out on pages 73 and 74. Responsibilities of directors As explained more fully in the directors’ responsibilities statement set out on page 80, the directors are fi fi true and fair view, and for such internal control as the directors determine is necessary to enable the fi material misstatement, whether due to fraud or error. fi 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 fi 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 fl fi 89 Edinburgh Worldwide Investment Trust plc 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 We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most fi Accepted Accounting Practice, the Companies Act 2006, the Association of Investment Companies Code of Corporate Governance, The Association of Investment Companies Statement of Recommended Practice, the Listing Rules, the UK Corporate Governance Code, 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 by through discussions with the Audit and Management Engagement 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 fi including how fraud might occur by considering fi fi incorrect valuation of the unquoted investments and the resulting impact on the unrealised gains/ (losses) and incomplete or inaccurate revenue fi special dividends as revenue or capital items in the Income Statement. 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 by the manager with respect to the application of the documented policies and procedures and review fi with the reporting requirements of the Company. A further description of our responsibilities for fi 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 and Management Engagement Committee, we were appointed by the Company on 24 January 2017 to fi fi The period of total uninterrupted engagement including previous renewals and reappointments is 8 years, covering the years ending 31 October 2017 to 31 October 2024. • The audit opinion is consistent with the additional report to the Audit and Management Engagement 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. Ahmer Huda (Senior statutory auditor) for and on behalf of Ernst & Young LLP, Statutory Auditor London 17 January 2025 Financial report Annual Report and Financial Statements 2024 90 For the year ended 31 October Notes 2024 Revenue £’000 2024 Capital £’000 2024 Total £’000 2023 Revenue £’000 2023 Capital £’000 2023 Total £’000 Gains/(losses) on investments 8 – 77,573 77,573 – (174,925) (174,925) Currency gains 12 – 3,975 3,975 – 2,802 2,802 Investment and other income 2 1,301 – 1,301 1,077 – 1,077 Investment management fee 3 (829) (2,488) (3,317) (1,060) (3,181) (4,241) Other administrative expenses 4 (1,520) – (1,520) (915) – (915) Net return before finance costs and taxation (1,048) 79,060 78,012 (898) (175,304) (176,202) Finance costs of borrowings 5 (1,571) (4,714) (6,285) (1,578) (4,735) (6,313) Net return before taxation (2,619) 74,346 71,727 (2,476) (180,039) (182,515) Tax on ordinary activities 6 (46) – (46) (51) – (51) Net return after taxation (2,665) 74,346 71,681 (2,527) (180,039) (182,566) Net return per ordinary share 7 (0.70p) 19.48p 18.78p (0.65p) (46.21p) (46.86p) fi are prepared under guidance issued 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 the Company does not have any other comprehensive income and the net return after taxation fi The accompanying notes on pages 94 to 112 are an integral part of the Financial Statements. Income statement 91 Edinburgh Worldwide Investment Trust plc As at 31 October Notes 2024 £’000 2024 £’000 2023 £’000 2023 £’000 Fixed assets fi 8 705,032 671,300 Current assets Debtors 9 1,172 324 Cash and cash equivalents 17 22,783 19,146 24,955 19,470 Creditors Amounts falling due within one year 10 (94,384) (106,033) Net current liabilities (70,429) (86,563) Net assets 634,603 584,737 Capital and reserves Share capital 11 4,058 4,058 Share premium account 12 499,723 499,723 Special reserve 12 35,220 35,220 Capital reserve 12 106,883 54,352 Revenue reserve 12 (11,281) (8,616) Total shareholders’ funds 634,603 584,737 Net asset value per ordinary share 13 170.40p 151.06p The Financial Statements of Edinburgh Worldwide Investment Trust plc (Company registration number SC184775) were approved and authorised for issue by the Board and were signed on 17 January 2025. Jonathan Simpson‑Dent Chair The accompanying notes on pages 94 to 112 are an integral part of the Financial Statements. Balance sheet Financial report Annual Report and Financial Statements 2024 92 The accompanying notes on pages 94 to 112 are an integral part of the Financial Statements. For the year ended 31 October 2024 Notes Share capital £’000 Share premium account £’000 Special reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds £’000 Shareholders’ funds at 1 November 2023 4,058 499,723 35,220 54,352 (8,616) 584,737 Ordinary shares bought back into treasury 11 – – – (21,815) – (21,815) Net return after taxation 12 – – – 74,346 (2,665) 71,681 Shareholders’ funds at 31 October 2024 4,058 499,723 35,220 106,883 (11,281) 634,603 For the year ended 31 October 2023 Notes Share capital £’000 Share premium account £’000 Special reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds £’000 Shareholders’ funds at 1 November 2022 4,058 499,723 35,220 242,654 (6,089) 775,566 Ordinary shares bought back into treasury 11 – – – (8,263) – (8,263) Net return after taxation 12 – – – (180,039) (2,527) (182,566) Shareholders’ funds at 31 October 2023 4,058 499,723 35,220 54,352 (8,616) 584,737 Statement of changes in equity 93 Edinburgh Worldwide Investment Trust plc The accompanying notes on pages 94 to 112 are an integral part of the Financial Statements. For the year ended 31 October Notes 2024 £’000 2024 £’000 2023 £’000 2023 £’000 Cash flows from operating activities Net return before taxation 71,727 (182,515) Adjustments to reconcile company profit before tax to net cash flow from operating activities Net (gains)/losses on investments (77,573) 174,925 Currency gains (3,975) (2,802) Finance costs of borrowings 6,285 6,313 Working capital movements Changes in debtors (661) (38) Changes in creditors (264) (244) Taxation Overseas withholding tax incurred (46) (51) Cash from operations (4,507) (4,412) Interest paid (6,539) (5,686) Net cash outflow from operating activities (11,046) (10,098) Cash flows from investing activities Acquisitions of investments (126,456) (73,803) Disposals of investments 170,441 98,261 Net cash inflow from investing activities 43,985 24,458 Cash flows from financing activities Ordinary shares bought back into treasury and stamp duty thereon (21,772) (8,567) Bank loans drawn down 365,783 402,717 Bank loans repaid (373,783) (400,000) Net cash outflow from financing activities (29,772) (5,850) Increase in cash and cash equivalents 3,167 8,510 Exchange movements 470 (495) Cash and cash equivalents at 1 November 19,146 11,131 Cash and cash equivalents at 31 October 22,783 19,146 * Cash from operations includes dividends received of £638,000 (2023 – £718,000) and interest received of £663,000 (2023 – £288,000). Cash flow statement Financial report Annual Report and Financial Statements 2024 94 The Company was incorporated under the Companies Act 2006 SC184775. The Company is an investment company within the meaning of section 833 of the Companies Act 2006 and carries 01 Principal accounting policies The Financial Statements for the year to 31 October 2024 have been prepared in accordance with FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ and on the basis of the accounting policies set out below which are unchanged from the prior year and have been applied consistently. The Financial Statements have been prepared in accordance with the Companies Act 2006 and with the AIC’s Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ issued in November 2014 and updated in July 2022 with consequential amendments. 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 fifi fi 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 Directors have, in particular, considered the impact of heightened market volatility and macroeconomic and geopolitical concerns, fl the Company’s going concern status is affected. The Company’s assets, the majority of which are investments in quoted securities which are readily realisable, exceed fi approval of the Board. Gearing levels and compliance with borrowing covenants are reviewed by the Board on a regular basis. 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) (Tax) Regulations 2011. The Company’s primary third party suppliers, including its Managers and Secretaries, Depositary and Custodian, Registrar, Auditor and Broker, are not experiencing fifi respective services to the Company. The Directors have fi minority shareholder to hold a general meeting. The notice seeks to remove all of the existing independent non‑executive Directors and appoint alternative directors. After consideration of all available information and professional advice, the Board has carefully considered any implications for the going concern assumption if the resolutions are passed and notes their stated intention would be to remove the Investment Manager and change the Investment Policy. The Directors believe that although the outcome of the requisition is uncertain, the going concern assumption remains appropriate, since the portfolio is highly liquid, borrowings can be repaid in full (when they become due in June and October 2026) and at short notice and they have no reason to believe that there is an intention or indication to wind up or cease the Company’s operations.Accordingly, the Financial Statements have been prepared on a going concern basis as it is the Directors’ opinion, having assessed the principal and emerging risks and other matters set out in the Viability Statement on page 45 which assesses the fi the Company will continue in operational existence until 31 January 2026, which is for a period of at least twelve months from the date of approval of these Financial Statements. In order to betterfl the activities of the Company and in accordance with guidance issued by the AIC, fi and loss account between items of a revenue and capital nature has been presented in the Income statement. In preparing these Financial Statements the Directors have considered the impact of climate change risk as a principal risk as set out on page 48 and have concluded that it does not have a material impact on the Company’s investments. In line with FRS 102 investments are valued at fair value, being primarily quoted prices for investments in active markets at the balance sheet date, and therefore fl Unlisted investments, valued by reference to comparable fl participants’ view of climate change risk. Notes to the Financial Statements 95 Edinburgh Worldwide Investment Trust plc b. Functional currency The Directors consider the Company’s functional and presentational currency to be sterling as the Company’s share capital is denominated in sterling, the entity is listed on a sterling stock exchange in the UK, 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. c. Financial instruments fi to the contractual provisions of the instrument. d. Accounting estimates, assumptions 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 of assets and liabilities, at the reporting date. While estimates are based on best judgement using information fi from these estimates. The key source of estimation and uncertainty at the balance sheet date that could affect the fi year pertains to the fair value of the unlisted investments. Judgements In accordance with the requirements of FRS102 s.8.6 the Directors have considered the key judgements involved in the preparation of the Financial Statements. The Directors key judgements were as follows: i. the determination of the functional currency of the Company as sterling (see rationale in 1(b) above); and ii. the fair valuation of the unlisted investments. 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’) 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 (see 1(e) below) for determining the fair value of each unlisted investment can have a fi Estimates The key estimate in the Financial Statements is the determination of the fair value of the unlisted investments by the Managers for consideration by the Directors. This fi the unlisted investments at the Balance Sheet date. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The main estimates (including key sources in the selection of the valuation process inputs are: i. the selection of appropriate comparable companies in order to derive revenue multiples and meaningful relationships between enterprise value, revenue and earnings growth. Comparable companies are chosen growth patterns; ii. the selection of a revenue metric (either historical iii. the application of an appropriate discount factor fl and where appropriate for the risk of insolvency; iv. the estimation of the probability assigned to an exit being through an initial public offering (‘IPO’) or a company sale; v. the selection of an appropriate industry benchmark index to assist with the valuation validation or the comparable peers; and vi. the calculation of valuation adjustments derived from milestone analysis (i.e. incorporating operational success against the plan/forecasts of the business Fair value estimates are cross‑checked to alternative estimation methods where possible to improve the robustness of the estimates. As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in other price risk sensitivity in note 17 on pages 107 to 111 to illustrate the effect on the Financial Statements of an over or under estimation of fair values. The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs. Financial report Annual Report and Financial Statements 2024 96 Assumptions The determination of fair value by the Managers involves key assumptions dependent upon the valuation technique used. As explained in 1(e) below, the primary technique applied under the IPEV Guidelines is the Multiples approach. Where the Multiples approach is used the valuation process recognises also, as stated in the IPEV Guidelines, that the price of a recent investment may be an appropriate calibration for estimating fair value. The Multiples approach involves subjective inputs and therefore presents a greater risk of over or under estimation and particularly in the absence of a recent transaction. The key assumptions for the Multiples approach are that the selection of comparable companies provides a reasonable basis for identifying relationships between enterprise value, revenue and growth to apply in the determination of fair value. Other assumptions include: i. the discount applied for reduced liquidity versus listed peers; ii. the exit being through either an IPO or a company sale; and iii. that the application of milestone analysis and industry benchmark indices are a reasonable basis for applying appropriate adjustments to the valuations. Valuations are cross‑checked for reasonableness to alternative Multiples‑based approaches or benchmark index movements as appropriate. e. Investments fi fi accordance with sections 11 and 12 of FRS 102. Changes in the fair value of investments and gains and losses on disposal are recognised as capital items in the Income statement. Recognition and initial measurement Purchases and sales of investments are accounted for on a trade date basis. Expenses incidental to purchase and sale are written off to capital at the time of acquisition or disposal. All investments are designated as valued at fair fi are measured at subsequent reporting dates at fair value. Measurement and valuation Listed investments – The fair value of listed security investments is bid value or, in the case of holdings on certain recognised overseas exchanges, at last traded prices. Unlisted investments – unlisted investments are valued at fair value by the Directors following a detailed review and appropriate challenge of the valuations proposed by the Managers. The Managers’ unlisted investment valuation policy applies techniques consistent with the IPEV Guidelines. The techniques applied are predominantly market‑ based approaches. The market‑based approaches available under IPEV Guidelines are set out below and fl the valuation technique applied. The valuation approach recognises that, as stated in the IPEV Guidelines, the price of a recent investment, if resulting from an orderly transaction, generally represents fair value as at the transaction date and may be an appropriate starting point for estimating fair value at subsequent measurement dates. However, consideration is given to the facts and circumstances as at the subsequent measurement date, including changes in the market or performance of the investee company. Milestone analysis is used where appropriate to incorporate the operational progress of the investee company into the valuation. Additionally, the background to the transaction must be considered. As a result, various Multiples‑based techniques are employed to assess the valuations particularly in those companies with established revenues. Discounted fl relevant industry peers may preclude the application of the Industry Valuation Benchmarks technique and an absence of observable prices may preclude the Available Market Prices approach. All valuations are cross‑checked for reasonableness by employing relevant alternative techniques. The unlisted investments are valued according to a three monthly cycle of measurement dates from the date of purchase. The fair value of the unlisted investments will also be reviewed before the next scheduled three monthly measurement date on the following occasions: fi ‘trigger’ events). Gains and losses Gains and losses on investments, including those arising from foreign currency exchange differences, are recognised in the Income statement as capital items. The Managers monitor the investment portfolio on a fair value basis and uses the fair value basis for investments fi performance. 97 Edinburgh Worldwide Investment Trust plc f. 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. g. Income i. income from equity investments is brought into account on the date on which the investments are quoted ex‑ dividend or, where no ex‑dividend date is quoted, when the Company’s right to receive payment is established; ii. if scrip dividends are taken in lieu of dividends in cash, the net amount of the cash dividend declared is credited to the revenue column of the Income statement. Any excess in the value of the shares received over the amount of the cash dividend foregone is recognised in the capital column of the Income statement; iii. special dividends are treated as capital or revenue depending on the facts of each particular case; iv. unfranked investment income and overseas dividends include the taxes deducted at source; and v. interest receivable on deposits is recognised on an accruals basis. h. Expenses All expenses are accounted for on an accruals basis. Expenses are charged to the revenue column of the Income statement except: i. where they relate directly to the acquisition or disposal of an investment (transaction costs), in which case they are charged to the capital within gains/losses on investments; and ii. they relate directly to the buy‑back/issuance of shares, in which case they are added to the buy‑back cost or deducted from the share issuance proceeds. The investment management fee is allocated 25% to revenue and 75% to capital, in line with the Board’s expectation of returns from the Company’s investments over the long term in the form of revenue and capital respectively. i. Borrowings and finance costs Any borrowings are carried in the Balance sheet at amortised cost, representing the cumulative amount fi fi revenue account and 75% to the capital reserve. Gains and losses on the repurchase or early settlement of debt are wholly charged to capital. j. Deferred taxation Deferred taxation is provided on all timing differences which have originated but not reversed by the Balance Sheet date, calculated at the current tax rates expected to apply when its timing differences reverse, based on what has been enacted or substantially enacted, relevant to fi only to the extent that it will be more likely than not that fi differences can be deducted. k. Foreign currencies Transactions involving foreign currencies are converted at the rate ruling at the time of the transaction. Monetary assets and liabilities in foreign currencies are translated at the closing rates of exchange at the Balance sheet date. Any gain or loss arising from a change in exchange rate subsequent to the date of the transaction is included as an exchange gain or loss in the Income statement and fi l. 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 this reserve. Purchases of the Company’s own shares can also be funded from this fi allocated to the capital reserve in line with the Board’s expectation of returns from the Company’s investments over the long term in the form of revenue and capital respectively. m. Single segment reporting The Company has only one material segment being that of an investment trust company, investing primarily in listed companies throughout the world. Financial report Annual Report and Financial Statements 2024 98 02 Income 2024 £’000 2023 £’000 Income from investments UK dividends 358 379 Overseas dividends 280 340 Overseas interest 342 70 980 789 Other income Deposit interest 321 288 Total income 1,301 1,077 Total income comprises: fiheldfi 638 719 fifi 342 70 fifi 321 288 1,301 1,077 03 Investment management fee 2024 Revenue £’000 2024 Capital £’000 2024 Total £’000 2023 Revenue £’000 2023 Capital £’000 2023 Total £’000 Investment management fee 829 2,488 3,317 1,060 3,181 4,241 Details of the Investment Management Agreement are disclosed on page 62fi £50 million of net assets, 0.65% on the next £200 million of net assets and 0.55% on the remaining net assets. Management fees are calculated and payable quarterly. A reduction to the management fee for the year to 31 October 2024 was agreed representing a 25% reduction to the fee for the quarters to 31 July 2024 and 31 October 2024. The reduction was agreed further to the costs incurred by the Company in relation to the detailed review of strategy (see Chair’s Statement on page 07). 04 Other administrative expenses 2024 £’000 2023 £’000 General administrative expenses 824 231 Custody charges 189 170 Directors’ fees (see Directors’ remuneration report page 77) 210 218 Auditor’s remuneration for audit services 102 99 Marketing † 96 89 Depositary fees 71 84 Registrar fees 28 24 1,520 915 * Includes £421,000 for professional advisory fees related to the detailed review of strategy, execution and performance undertaken by the Board during the year. † 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. There were no non‑audit fees in the years to 31 October 2024 or 31 October 2023. 99 Edinburgh Worldwide Investment Trust plc 05 Finance costs of borrowings 2024 Revenue £’000 2024 Capital £’000 2024 Total £’000 2023 Revenue £’000 2023 Capital £’000 2023 Total £’000 Interest on bank loan 1,571 4,714 6,285 1,578 4,735 6,313 06 Tax 2024 £’000 2023 £’000 Analysis of charge in year Overseas withholding tax 46 51 Factors affecting tax charge for the year The tax charge for the year is lower than the standard rate of corporation tax in the UK of 25% (2023 – 22.518%). The differences are explained below: Net return before taxation 71,727 (182,515) Net return before taxation multiplied by the standard rate of corporation tax in the UK of 25% (2023 – 22.518%) 1 7, 9 32 (41,099) Capital returns not taxable (20,387) 38,758 Income not taxable (UK dividends) (90) (85) Income not taxable (overseas dividends) (70) (76) fi 2,615 2,502 Overseas withholding tax incurred 46 51 Tax charge for the year 46 51 As an investment trust, the Company’s capital gains are not taxable in the United Kingdom. Factors that may affect future tax charges At 31 October 2024 the Company had surplus management expenses and losses on non‑trading loan relationships of £84,830,000 (– £77,993,000). No deferred tax asset has been recognised in respect of these amounts 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. 07 Net return per ordinary share 2024 Revenue 2024 Capital 2024 Total 2023 Revenue 2023 Capital 2023 Total Net return after taxation (0.70p) 19.48p 18.78p (0.65p) (46.21p) (46.86p) Revenue return per ordinary share is based on the net revenue loss after taxation of £2,665,000 (2023 – net revenue loss of £2,527,000) and on 381,569,206 (2023 – 389,617,177) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year. fi – net capital loss of £180,039,000) and on 381,569,206 (2023 – 389,617,177) ordinary shares, being the weighted average number of ordinary shares in issue (excluding treasury shares) during the year. There are no dilutive or potentially dilutive shares in issue. Financial report Annual Report and Financial Statements 2024 100 08 Fixed assets – investments As at 31 October 2024 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Listed equities 520,954 – – 520,954 Unlisted ordinary shares – – 15,220 15,220 Suspended ordinary shares – – 1,106 1,106 Unlisted preference shares – – 163,863 163,863 Unlisted convertible promissory note/convertible loan note – – 3,889 3,889 Total financial asset investments 520,954 – 184,078 705,032 As at 31 October 2023 Level 1 £’000 Level 2 £’000 Level 3 £’000 Total £’000 Listed equities 491,243 – – 491,243 Unlisted ordinary shares – – 19,450 19,450 Unlisted preference shares – – 156,900 156,900 Unlisted convertible promissory note/convertible loan note – – 3,707 3,707 Total financial asset investments 491,243 – 180,057 671,300 fi repayment (or multiple thereof) of the original investment in the event of a liquidation event such as a take‑over. Fair value hierarchy fi fi for the individual investment in its entirety as follows: Level 1 – using unadjusted quoted prices for identical instruments in an active market; Level 2 – using inputs, other than quoted prices included within Level 1, that are directly or indirectly observable (based on market data); and Level 3 – using inputs that are unobservable (for which market data is unavailable). The valuation techniques used by the Company are explained in the accounting policies on page 96. A sensitivity analysis by valuation technique of the unlisted securities is given on pages 108 to 111. 101 Edinburgh Worldwide Investment Trust plc 08 Fixed assets – investments (continued) 2024 Listed securities £’000 2024 Unlisted securities * £’000 2024 Total securities £’000 2023 Total £’000 Cost of investments at 31 October 2023 698,392 122,187 820,579 876,027 Investment holding losses at 1 November 2023 (207,149) 57,870 (149,279) (3,223) Value of investments at 31 October 2023 491,243 180,057 671,300 872,804 Movements in year: Purchases at cost 126,299 – 126,299 67,084 Sales – proceeds received (166,191) (3,949) (170,140) (93,663) – realised losses on sales (123,938) (1,428) (125,366) (28,869) Gains and losses on investments 206,221 (3,282) 202,939 (146,056) Changes in categorisation † (12,680) 12,680 – – Value of investments at end of year 520,954 184,078 705,032 671,300 Cost of investments at 31 October 2024 521,882 129,490 651,372 820,579 Investment holding gains/(losses) at 31 October 2024 (928) 54,588 53,660 (149,279) Value of investments at 31 October 2024 520,954 184,078 705,032 671,300 * Includes holdings in ordinary shares, preference shares, suspended shares, convertible promissory notes and convertible notes. † fl Lumena New Materials (suspended) £690,000 and New Horizon Health(suspended) £6,673,000 The Company received £170,140,000 from investments sold in the year (2023 – £93,663,000). The book cost of these investments when they were purchased was £295,506,000 (2023 – £122,533,000). 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. fi £28,000) respectively. 2024 £’000 2023 £’000 Net gains/(losses) on investments Realised losses on sales (125,366) (28,869) Changes in investment holding gains 202,939 (146,056) 77,573 (174,925) Financial report Annual Report and Financial Statements 2024 102 08 Fixed assets – investments (continued) Significant holdings disclosure requirements – AIC SORP Details are disclosed below in accordance with the requirements of paragraph 82 of the AIC Statement of Recommended Practice ‘Financial Statements of Investment Trust Companies and Venture Capital Trusts’ (updated in July 2022) in relation to unlisted investments in the top twenty of the List of Investments on page 24. As required, this disclosure includes turnover, pre‑tax fifi companies, where possible. As at 31 October 2024 Latest Financial Statements Book cost £’000 Market value £’000 Income recognised from holding in the period £’000 Turnover £’000 Pre-tax profit/ (loss) £’000 Net assets attributable to shareholders £’000Name Business Space Exploration Technologies Designs, manufactures and launches advanced rockets and spacecraft n/a 19,570 90,073 Nil Information not publicly available PsiQuantum Developer of commercial quantum computing n/a 16,762 35,923 Nil Information not publicly available As at 31 October 2023 Latest Financial Statements Book cost £’000 Market value £’000 Income recognised from holding in the period £’000 Turnover £’000 Pre-tax profit/ (loss) £’000 Net assets attributable to shareholders £’000Name Business Space Exploration Technologies Designs, manufactures and launches advanced rockets and spacecraft n/a 19,570 62,861 Nil Information not publicly available PsiQuantum Developer of commercial quantum computing n/a 16,762 30,802 Nil Information not publicly available * fi 09 Debtors 2024 £’000 2023 £’000 Amounts falling due within one year: Income accrued (net of withholding taxes) 483 73 Sales for subsequent settlement 188 – Other debtors and prepayments 501 251 1,172 324 fifi reasonable approximation of fair value. There are no debtors that were past due or impaired at 31 October 2024 or 31 October 2023. 103 Edinburgh Worldwide Investment Trust plc 10 Creditors – amounts falling due within one year 2024 £’000 2023 £’000 The Royal Bank of Scotland International Limited £100 million multi‑currency revolving credit facility 91,744 103,249 Purchases for subsequent settlement 332 – Investment management fee 468 879 Buybacks and related stamp duty awaiting settlement 171 128 Other creditors and accruals 1,669 1,777 94,384 106,033 Borrowing facilities at 31 October 2024: fi fiThe Bank of New York Mellon with an expiry date At 31 October 2024 drawings were as follows: £9,864,299 at an interest rate 5.02% per annum; US$71,166,114 at an interest rate of 6.35% per annum; and £28,060,150 at an interest rate of 6.40% 11 February 2025. At 31 October 2023 drawings were as follows: £100 million multi‑currency facility with The Royal Bank of Scotland International Limited: €10,600,000 at an interest rate of 4.73% per annum; US$77,150,000 at an interest rate of 6.75% per annum; and £30,437,000 at an interest rate of 6.63% per annum. The rollover/maturity date is 9 February 2024. The main covenants relating to both loan facilities with The Royal Bank of Scotland International Limited and The Bank of New York Mellon Limited are: total borrowings shall not exceed 35% of the Company’s adjusted gross assets and the minimum adjusted gross assets shall be £260 million. There were no breaches in the loan covenants during the year to 31 October 2024 (2023 – none). Subsequent to 31 October 2024, the Company has repaid an amount equivalent to £37 million. 11 Share capital 2024 Number 2024 £’000 2023 Number 2023 £’000 Allotted, called up and fully paid ordinary shares of 1p each 372,426,908 3,725 387,094,641 3,871 Treasury shares of 1p each 33,326,787 333 18,659,054 187 405,753,695 4,058 405,753,695 4,058 The Company has authority to allot shares under section 551 of the Companies Act 2006. The Board has authorised use of this authority to issue new shares at a premium to net asset value in order to enhance the net asset value per share for existing shareholders and improve the liquidity of the Company’s shares. In the year to 31 October 2024 no shares were issued from treasury2023 – no shares were issued from treasury). Over the period from 31 October 2024 to 16 January 2025 the Company has issued no further shares. The Company also has authority to buy back shares. In the year to 31 October 2024, 14,667,733 shares with a nominal value of £147,000 were bought back at a total cost of £21,815,000 and held in treasury (2023 – 5,190,382 shares with a nominal value of £52,000 were bought back at a total cost of £8,263,000 and held in treasury). At 31 October 2024 the Company had authority to buy back a further 45,828,607 ordinary shares. Over the period from 31 October 2024 to 16 January 2025 the Company has bought back a further 31,000 shares at a total cost of £50,000. Financial report Annual Report and Financial Statements 2024 104 12 Capital and reserves Share capital £’000 Share premium account £’000 Special reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds £’000 At 1 November 2023 4,058 499,723 35,220 54,352 (8,616) 584,737 Net gains on sales of investments – – – (125,366) – (125,366) Changes in investment holding gains – – – 202,939 – 202,939 Exchange differences on bank loans – – – 3,505 – 3,505 Other exchange differences – – – 470 – 470 Ordinary shares bought back into treasury – – – (21,815) – (21,815) Investment management fee charged to capital – – – (2,488) – (2,488) Finance cost of borrowings charged to capital – – – (4,714) – (4,714) Revenue return after taxation – – – – (2,665) (2,665) At 31 October 2024 4,058 499,723 35,220 106,883 (11,281) 634,603 Share capital £’000 Share premium account £’000 Special reserve £’000 Capital reserve £’000 Revenue reserve £’000 Shareholders’ funds £’000 At 1 November 2022 4,058 499,723 35,220 242,654 (6,089) 775,566 Net gains on sales of investments – – – (28,869) – (28,869) Changes in investment holding gains – – – (146,056) – (146,058) Exchange differences on bank loans – – – 3,297 – 3,297 Other exchange differences – – – (495) – (495) Ordinary shares bought back – – – (8,263) – (8,263) Investment management fee – – – (3,181) – (3,181) Finance cost of borrowings – – – (4,735) – (4,735) Revenue return after taxation – – – – (2,527) (2,527) At 31 October 2023 4,058 499,723 35,220 54,352 (8,616) 584,737 The capital reserve includes investment holding gainsfi53,660,000 (2023 – losses of £149,279,000) as disclosed in note 8. The special reserve arose following the court approval for the cancellation of 30% of the value of the share premium account fi fi distributable. Total distributable reserves are therefore £75,452,000. 105 Edinburgh Worldwide Investment Trust plc 13 Net asset value per ordinary share 2024 2023 2024 £’000 2023 £’000 Shareholders’ funds 170.40p 151.06p 634,603 584,737 Net asset value per ordinary share is based on the net assets as shown above and 372,426,908 (2023 – 387,094,641) ordinary shares (excluding treasury shares), being the number of ordinary shares in issue at each year end. At 31 October 2024 and 31 October 2023fl is considered equal to their book value, hence there is no difference in the net asset value per share between including debt at book, or fair value, in the calculation. 14 Analysis of change in net debt The net asset value per ordinary share and the net asset value attributable to the ordinary shareholders at the year end calculated in accordance with the Articles of Association were as follows: At 1 October 2023 £’000 Cash flows £’000 Exchange movement £’000 At 31 October 2024 £’00 Cash and cash equivalents 19,146 3,167 470 22,783 Loans due within one year (103,249) 8,000 3,505 (91,744) (84,103) 11,167 3,975 (68,961) 15 Transactions with related parties and the Managers and Secretaries The Directors’ fees for the year are detailed in the Directors’ remuneration report on page 77. No Director has a contract of service with the Company. During the year no Director was interested in any contract or other matter requiring disclosure under section 412 of the Companies Act 2006. Details of the management contract are set out in the Directors’ report on pages 61 and 62. The management fee payable to the Managers by the Company for the year, as disclosed in note 3, was £3,317,000 (2023 – £4,241,000) of which £468,000 (2023 – £879,000) was outstanding at the year end, as disclosed in note 10. 16 Contingencies, guarantees and financial commitments At 31 October 2024 there are contingent assets not recognised in the Financial Statements in respect of potential deferred proceeds from the SPAC acquisitions of two investee companies, which are estimated to be approximately £0.9 million 3 – £8.25 million from two investee companiesfifl fi 17 Financial instruments As an Investment Trust, the Company invests in listed and unlisted securities and makes other investments so as to meet its investment objective of achieving long term capital growth. The Company borrows money when the Board and Managers fi fi instruments and markets in which it invests. These risks are categorised here as market risk (comprising currency risk, interest rate risk and other price risk), liquidity risk and credit risk. The Board monitors closely the Company’s exposures to these risks but does so in order to reduce the likelihood of a permanent loss of capital rather than to minimise the short term volatility. Risk provides the potential for both losses and gains and in assessing risk the Board encourages the Managers to exploit the opportunities that risk affords. The risk management policies and procedures outlined in this note have not changed substantially from the previous accounting period. Financial report Annual Report and Financial Statements 2024 106 17 Financial instruments (continued) Market risk flfifl changes in market prices. This market risk comprises three elements – currency risk, interest rate risk and other price risk. The Board of Directors reviews and agrees policies for managing these risks and the Company’s Investment Managers both assess the exposure to market risk when making individual investment decisions and monitor the overall level of market risk across the investment portfolio on an ongoing basis. Details of the Company’s investment portfolio are shown in note 8 and on pages 25 to 29. i. Currency risk Certain of the Company’s assets, liabilities and income are 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. The Managers monitor the Company’s exposure to foreign currencies and report to the Board on a regular basis. The Managers assess the risk to the Company of the foreign currency exposure by considering the effect on the Company’s net asset value and income of a movement in the rates of exchange to which the Company’s assets, liabilities, income and expenses are exposed. fi fi which the company is quoted. Foreign currency borrowings can limit the Company’s exposure to anticipated future changes in exchange rates which might otherwise adversely affect the value of the portfolio of investments. Exposure to currency risk through asset allocation, which is calculated by reference to the currency in which the asset or liability is quoted, is shown below. At 31 October 2024 Investments £’000 Cash and deposits £’000 Bank loans £’000 Other debtors andcreditors £’000 Net exposure £’000 US dollar 570,590 21,820 (55,354) (749) 536,307 Japanese yen 17,821 – – – 17,821 New Taiwan dollar 7,481 – – – 7,481 Australian dollar 11,157 – – – 11,157 Hong Kong dollar 17,577 – – – 17,577 Danish krone 6,854 – – – 6,854 Swiss franc 1,997 – – 30 2,027 Euro 5,021 – (8,330) 63 (3,246) Total exposure to currency risk 638,498 21,820 (63,684) (656) 595,978 Sterling 66,534 963 (28,060) (812) 38,625 705,032 22,783 (91,744) (1,468) 634,603 At 31 October 2023 Investments £’000 Cash and deposits £’000 Bank loans £’000 Other debtors andcreditors £’000 Net exposure £’000 US dollar 546,628 18,181 (63,579) (922) 500,308 Japanese yen 12,005 – – – 12,005 Euro 4,987 – (9,233) (101) (4,347) Hong Kong dollar 3,123 – – – 3,123 Danish krone 9,197 – – – 9,197 Swiss franc 1,044 – – 30 1,074 Australian dollar 7,685 – – – 7,685 Total exposure to currency risk 584,669 18,181 (72,812) (993) 529,045 Sterling 86,631 965 (30,437) (1,467) 55,692 671,300 19,146 (103,249) (2,460) 584,737 107 Edinburgh Worldwide Investment Trust plc 17 Financial instruments (continued) i. Currency risk (continued) Currency risk sensitivity At 31 October 2024, if sterling had strengthened by 5% in relation to all currencies, with all other variables held constant, total net assets and total return would have decreased by the amounts shown below. A 5% weakening of sterling against all currencies, with all other variables held constant, would have had an equal but opposite effect on the Financial Statement amounts. The level of change is considered to be reasonable based on observations of current market conditions. The analysis is performed on the same basis for 2023. 2024 £’000 2023 £’000 US dollar 26,815 25,015 Japanese yen 891 600 New Taiwan dollar 374 – Australian dollar 558 384 Hong Kong dollar 879 156 Danish krone 343 460 Swiss franc 101 54 Euro (162) (217) 29,799 26,452 ii. Interest rate risk Interest rate movements may affect directly: fi fi fi fi the valuation of that company’s equity. fl when making investment decisions and when entering borrowing agreements. fi fl fi levels are monitored and reviewed regularly by the Board. Movements in interest rates, to the extent that they affect the market fi premium to the net asset value (assuming that the Company’s share price is unaffected by movements in interest rates). fifi Financial assets 2024 Fair value £’000 2024 Weighted average interest rate 2024 Weighted average period untilmaturity * 2023 Fair value £’000 2023 Weighted average interest rate 2023 Weighted average period untilmaturity * Cash and short term deposits: US dollar 21,820 4.5% n/a 18,181 4.8% n/a Sterling 963 4.2% n/a 965 4.5% n/a * Based on expected maturity date. The cash deposits generally comprise overnight call or short term money market deposits of less than one month which are repayable on demand. The comparative index rate which determines the interest payments received on cash balances is the Financial report Annual Report and Financial Statements 2024 108 17 Financial instruments (continued) ii. Interest rate risk (continued) Financial liabilities fifififl fi 2024 Fair value £’000 2024 Weighted average interest rate 2024 Weighted average period untilmaturity * 2023 Fair value £’000 2023 Weighted average interest rate 2023 Weighted average period untilmaturity * Bank loans: Sterling 28,060 6.5% n/a 30,437 6.6% n/a US dollar 55,354 6.7% n/a 63,579 5.9% n/a Euro 8,330 5.2% n/a 9,233 3.7% n/a * Based on expected maturity date. Interest Rate Risk Profile fifi 2024 £’000 2023 £’000 Floating rate: Sterling denominated 28,060 30,437 US$ denominated 55,354 63,579 Euro denominated 8,330 9,233 91,744 103,249 Maturity profile fifi 2024 £’000 2023 £’000 In less than three months: Repayment of loans 91,744 103,249 Accumulated interest 1,315 1,556 93,059 104,805 Interest rate risk 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 for the year ended 31 October 2024 by £1,058,000 (2023 – decreased by £1,215,000). This is due to fl points would have had an equal but opposite effect. iii. Other price risk Changes in market prices other than those arising from interest rate risk or currency risk may also affect the value of the Company’s net assets. The Board manages the market price risks inherent in the investment portfolio by ensuring full and timely access to relevant information from the Managers. The Company’s portfolio of unlisted level 3 investments is not necessarily affected by market performance, however the valuations are affected by the performance of the underlying securities in line with the valuation criteria in note 1(e). The Board meets regularly and at each meeting reviews investment performance, the investment portfolio and the rationale for the current investment positioning to ensure consistency with the Company’s objectives and investment policies. The portfolio does not seek to reproduce the comparative index: investments are selected based upon the merit of individual fl Other price risk sensitivity A full list of the Company’s investments is given on pages 25 to 29. In addition, a geographical analysis of the portfolio and an analysis of the investment portfolio by broad industrial or commercial sector is given on pages 30 and 31. 109 Edinburgh Worldwide Investment Trust plc 17 Financial instruments (continued) iii. Other price risk (continued) Other Price Risk Sensitivity (continued) 82.1% (2023 – 84.0%) of the Company’s net assets are invested in quoted equities. A 10% increase in quoted equity valuations at 31 October 2024 would have increased total assets and total return by £52,095,000 (2023 – increased total assets and total return by £49,124,000). A decrease of 10% would have had an equal but opposite effect. 29.0% (2023 – 30.8%) of the Company’s net assets are invested in unlisted securities. The fair valuation of the unlisted investments fl95 and 96). A sensitivity analysis is provided below which recognises that the valuation methodologies employed involve subjectivity in their fi fl in these variables would have on the end valuations, with the exception of the Recent Transaction Price valuation approach as it fi As at 31 October 2024 Valuation technique Significant unobservable inputs Fair value of investments £’000 Key unobservable inputs Other unobservable inputs † Range Weighted average range # Sensitivity % Sensitivity to changes in significant unobservable inputs Recent transaction price 95,338 n/a a,b n/a n/a n/a n/a Comparable company performance 68,198 Selection of comparable companies a.b.c.f (‑21.8%) to 12.8% 3.5% 10% If input comparable company performance changed by +/‑ 10%, the fair value would change by £5,437,367 and ‑£4,886,262. Market approach using comparable trading multiples 17,401 EV/LTM revenue multiple a,b,c,d 4.51x – 6.79x 5.29x 10% If EV/LTM Revenue multiples changed by +/‑ 10%, the fair value would change by £864,131 and ‑£864,474. EV/NTM revenue multiple § a,b,c,d 4.52x 4.52x 10% If EV/NTM Revenue multiple changed by +/‑ 10%, the fair value would change by £140,432 and ‑£139,708. Discount for lack of liquidity e (10%) (10%) 10% If the illiquidity discount is changed by +/‑ 10%, the fair value would change by £138,713 and ‑£137,513. Transaction implied premiums and discounts g 8.7% – 140.0% 66.7% 10% If the transaction implied premium/ discount is changed by +/‑ 10%, the fair value would change by £241,034 and ‑£238,811. Adjusted price of recent transaction 2,035 Insolvency risk discount a,b n/a 75.0% 10% If the weighting to the insolvency risk discount changed by +/‑ 10%, the fair value would change by £805,641 and ‑£805,641. Financial report Annual Report and Financial Statements 2024 110 17 Financial instruments (continued) iii. Other price risk (continued) Other Price Risk Sensitivity (continued) As at 31 October 2023 Valuation technique Significant unobservable inputs Fair value of investments £’000 Key unobservable inputs Other unobservable inputs † Range Weighted average range # Sensitivity % Sensitivity to changes in significant unobservable inputs Recent transaction price 97,121 N/A a,b n/a n/a n/a n/a Comparable company performance 77,481 Selection of comparable companies a,b,c,f (27.9%) – 24.2% (3.4%) 10% If input comparable company performance changed by +/‑10%, the fair value would change by £6,053,422 and ‑£5,581,056. Market approach using comparable trading multiples 5,455 EV/LTM revenue multiple a,b,c,d 4.10 – 4.9x 6.5x 10% If EV/LTM multiples changed by +/‑10%, the fair value would change by £454,432 and ‑£454,366. Discount for lack of liquidity e 10% n/a 10% If the illiquidity discount is changed by +/‑10%, the fair value would change by £60,652 and ‑£60,586. † fi # Weighted average is calculated by reference to the fair value of holdings as at the respective year end. This therefore gives a clearer indication of the typical multiple or adjustment being applied across the portfolio. ‡ See explanation for the selection of comparable companies on page 111fl company value for the basket of comparable companies relevant to each holding since the most recent transaction or since the last assessed. ¶ Enterprise value (EV) divided by the last twelve months (LTM) revenue. § Enterprise value (EV) divided by the next twelve months (NTM) forecast revenue. * Significant unobservable inputs The variable inputs applicable to each broad category of valuation basis will vary dependent on the particular circumstances of each unlisted company valuation. An explanation of each of the key variable inputs is provided below and includes an indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in note 1(d) on pages 95 and 96. 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 fi fl where appropriate forecasts are available. b. Probability estimation of liquidation events The probability of a liquidation event such as a company sale, or alternatively an initial public offering (‘IPO’), is a key variable input in the Transaction‑based and Multiples‑based valuation techniques. The probability of an IPO versus a company sale is typically estimated from the outset to be 50:50 if there has been no indication by the company of pursuing either of these routes. 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, or in a situation where a company is underperforming fi 111 Edinburgh Worldwide Investment Trust plc 17 Financial instruments (continued) iii. Other price risk (continued) Significant unobservable inputs (continued) 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 fi resultant revenue or earnings multiples derived will vary depending on the companies selected and the industries they operate in and can vary in the range of 1x to 10x. d. Estimated sustainable earnings fi where it is not then sustainable revenues will be used in the valuation. The valuation approach will typically assess companies based on the last twelve months of revenue or earnings, as they are the most recent available and therefore viewed as the most reliable. Where a company has reliably forecasted earnings previously or there is a change in circumstance at the business which will impact earnings going forward, then forward estimated revenue or earnings may be used instead. e. Application of liquidity discount The application of a liquidity discount will be applied either through the calibration of a valuation against the most recent fi fl f. Selection of appropriate benchmarks The selection of appropriate benchmarks is assessed individually for each investment. The industry and geography of each company are key inputs to the benchmark selection, with either one or two key indices or benchmarks being used for comparison. g. Transaction implied premium and discount Where there is an implied company valuation available as a result of an external arm’s length transaction, the ongoing valuation will be calibrated to this by deriving a company valuation with reference to the average multiple from a set of comparable companies and comparing this to a transaction implied valuation, and could result in an implied premium or discount compared to comparable companies at the point of transaction. This discount or premium will be considered in future valuations, and may be reduced due to factors such as period of time since the transaction and company performance. Where a calibrated approach is not appropriate, a discount for illiquidity will be applied as noted in ‘e’ above. Liquidity risk fifi fi realisable. The Board monitors the exposure to any one holding. The Company has the power to take out borrowings, which gives it access to additional funding when required. The Company’s fi108. 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: compared to the prospective investment return of the security in question; fi segregates the assets of the Company. The Managers monitor the Company’s risk by reviewing the Custodian’s internal control fi 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; and fi our banking provider is publicly available. Financial report Annual Report and Financial Statements 2024 112 17 Financial instruments (continued) iii. Other price risk (continued) Credit risk (continued) As at 31 October 2024fi debt by the issuer. There are no material amounts past due in relation to these securities. As these instruments (alongside the ordinary share securities) are measuredfi other price risk. Credit risk exposure The maximum exposure to credit risk at 31 October was: 2024 £’000 2023 £’000 Fixed interest investments 3,889 3,707 Cash and short term deposits 22,783 19,146 Debtors and prepayments 1,172 324 27,844 23,177 fi3 – none). Fair value of financial assets and financial liabilities fi are measured at amortised cost, amortised cost is considered to be a reasonable approximation of fair value. fl are revolving credit facilities and as at 31 October 2024 amounted to £91,744,000 (2023 – £103,827,000). Capital management The capital of the Company is its share capital and reserves as set out in note 12 together with its borrowings (see note 10). The objective of the Company is the achievement of long term capital growth by investing primarily in listed companies throughout the world. The Company’s investment policy is set out on pages 42 to 43. In pursuit of the Company’s objective, the Board has a responsibility for ensuring the Company’s ability to continue as a going concern and details of the related risks and how they are managed are set out on page 70, pages 45 to 50 and pages 70 and 71, respectively. The Company has the authority to issue and to buy back its shares (see pages 63 to 65) and changes to the share capital during the year are set out in note 11. Following shareholder approval at the General Meeting held on 18 December 2024, the Company has commenced the legal process to reduce the Share Premium Account and create a new Distributable Capital Reserve to facilitate future distributions to shareholders. The Company does not have any externally imposed capital requirements other than the covenants on its loans which are detailed in note 10. 18 Subsequent events strategy, execution and recent performance resulting in a comprehensive action plan to improve shareholder returns and page 42). Shareholders also approved a resolution to, subject to Court approval, reduce the Share Premium Account to increase the Company’s distributable reserves to give the Board additional headroom to continue the active capital return programme and 0742). fi found in the Chair’s statement on page 08. The notice seeks to remove all of the existing independent non‑executive Directors and appoint alternate directors. If the resolutions are passed, their stated intention would be to remove the Investment Manager and change the Investment Policy. fi Financial Statements or notes thereto up to 17 Shareholder information Shareholder information Annual Report and Financial Statements 2024 114 Requisitioned General Meeting and Annual General Meeting The Requisitioned General Meeting (GM) and Annual General Meeting (‘AGM’) of the Company will be held fi 1 Greenside Row, Edinburgh EH1 3AN, on Friday, 11.45am and 12 noon (or as soon thereafter the Requisitioned General Meeting has concluded or been adjourned) respectively. Further details of these meetings can be found in the Circular which is available on the Company’s page of the Managers’ website at edinburghworldwide.co.uk. All Shareholders are encouraged to: • VOTE AGAINST all the Saba Resolutions to be proposed at the Requisitioned General Meeting. • VOTE IN FAVOUR of all the AGM Resolutions to be proposed at the AGM Investors who hold their shares through an investment platform provider or nominee are encouraged to contact their investment platform provider or nominee as soon as possible to arrange for their votes to be lodged on their behalf. The Association of Investment Companies’ guidance on how to vote through investment platforms can be found on its website (https://www.theaic.co.uk/how-to-vote-your-shares). Shareholders are requested to complete and return proxy appointments to the Registrar by one of the following means: (i) by completing and signing the relevant Form of Proxy for use in relation to the Requisitioned General Meeting and Annual General Meeting By Rail: Edinburgh Waverley – approximately a 5 minute walk away By Bus: Lothian Buses local services include: 1, 5, 7, 8, 10, 12, 14, 15, 15A, 16, 22, 25, 34 By Tram: Stops at St Andrew Square and Leith Walk Access to Waverley Train Station on foot John Lewis A8 Princes Street Ge orge Street Calton Square Bus Station Omni Centre Balmoral Hotel L e i t h S t r e e t Queen Street W a t e r l o o P l a c e C a l t o n H i l l C a l t o n R o a d St Andrew Square Edinburgh Waverley Station Leith Walk A7 North Bridge York Place G r e e n sid e R o w Tram Stop St Andrew Square St Andrew Square Tram Stop 115 Edinburgh Worldwide Investment Trust plc in accordance with the instructions printed thereon and returning them by post, courier or (during normal business hours only) by hand to the Registrar at The Pavilions, Bridgwater Road, Bristol BS99 6ZY; (ii) by appointing a proxy electronically via the Registrar’s online proxy voting service www.investorcentre.co.uk/eproxy, (you will need to create an online portfolio using your Shareholder Reference Number on the relevant Form of Proxy) (see Note 6 to the Notice of Requisitioned General Meeting and Note 6 to the Notice for AGM for instructions which can be found on the Company’s page of the Manager’s website at edinburghworldwide.co.uk); (iii) in the case of certain institutional shareholders, by using the Proxymity platform at www.proxymity.io; or (iv) in the case of CREST members, by using the CREST electronic voting service by CREST Proxy Instruction to the Registrar (CREST Participant ID 3RA50) in accordance with the procedures set out in the notes to the Notice of the Requisitioned General Meeting and Notice of the Annual General Meeting. In each case, to be valid the proxy appointments must be completed in accordance with the instructions accompanying it and transmitted so as to be received by the Registrar as soon as possible and, in any event, • FOR THE REQUISITIONED GENERAL MEETING BY NO LATER THAN 11.45 A.M. ON 12 FEBRUARY 2025; • FOR THE AGM BY NO LATER THAN 12 NOON ON 12FEBRUARY 2025. We would note that platform deadlines for voting are likely to be earlier than this date so shareholders who hold their shares through platforms should engage with their platform provider in early course. Appointing a proxy online, completing, signing and returning the hard copies Forms of Proxy or completing and transmitting a CREST Proxy Instruction will not preclude shareholders from attending and voting at the Requisitioned General Meeting or the Annual General Meeting in person, should they so wish and In accordance with current best practice and to ensure fl will be proposed that at both the Requisitioned General Meeting and the AGM voting will be conducted by way of a poll vote rather than by a show of hands, and the relevant procedures will be explained at the Meetings. Should you or, if appointed, your proxy, wish to view the AGM and Requisitioned General Meeting electronically, please get in touch with the Managers at [email protected], who will be able to provide you with details and instructions for doing so. Please note you will not be able to vote and you will not be counted as part of the quorum but you will have the opportunity to watch the Managers’ presentation. 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 [email protected] or call 0800 917 2113. Baillie Gifford may record your call. Further details on voting can be found on pages 16 to 19 of the Circular (see the Company’s page of the Managers’ website edinburghworldwide.co.uk). If you are in any doubt as to the action you should take, you are recommended to seek your own financial and/or legal advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financialadviser. Shareholder information Annual Report and Financial Statements 2024 116 Edinburgh Worldwide is an investment trust. Investment trusts offer investors the following: fi managers; and fi investors are still liable for capital gains tax on fi 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 Edinburgh Worldwide, you can do so online. There are a number of companies offering real time online dealing services. Sources of further information on the Company The ordinary shares of the Company are listed on the London Stock Exchange and their price is shown in the Financial Times and The Scotsman under ‘Equity Investment Instruments’. The price of shares can also be found on the Company’s page on Baillie Gifford’s website at edinburghworldwide.co.uk, Trustnet at trustnet.co.ukfi Company factsheets are also available on the Baillie Gifford website and are updated monthly. These are available from Baillie Gifford on request. Edinburgh Worldwide share identifiers ISIN GB00BHSRZC82 Sedol BHSRZC8 Ticker EWI fi Key dates The Company pays the minimum permissible level of fi was payable this would be due soon after the Annual General Meeting. Share register enquiries Computershare Investor Services PLC maintains the share register on behalf of the Company. In the event This helpline also offers an automated self‑service functionality (available 24 hours a day, 7 days a week) which allows you to: fi fi and Stock Transfer forms. By quoting the reference number on your share fi Registrar’s website at investorcentre.co.uk. Further shareholder information 117 Edinburgh Worldwide Investment Trust plc They also offer a free, secure, share management website service which allows you to: price of your shares; shareholding; Company, including the Annual Report and Financial Statements, in electronic format; details; and 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 the last dividend fi Electronic proxy voting If you hold stock in your own name you can choose to vote by returning proxies electronically at eproxyappointment.com. If you have any questions about this service please contact Computershare on 0370 707 1643. 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 Requisitioned General Meeting or the Annual General Meeting. Further guidance can be obtained from your platform provider or the Association of Investment Companies at aic.co.uk/ how-to-vote-your-shares. Data protection The Company is committed to ensuring the fi provided to it. Further details on how personal data is held and processed on behalf of the Company can be found in the privacy policy available on the Company’s website edinburghworldwide.co.uk. Alternative Investment Fund Managers (AIFM) Directive In accordance with the Alternative Investment Fund Managers Directive, information in relation to the Company’s leverage and the remuneration of the Company’s AIFM, Baillie Gifford & Co Limited, is required to be made available to investors. In accordance with the Directive, the AIFM’s remuneration policy is available at bailliegifford.com or on request (see contact details on the back cover) and the numerical remuneration disclosures in respect of the AIFM’s relevant reporting period are also available at bailliegifford.com. The Company’s maximum and actual leverage levels (see Glossary of terms and Alternative Performance Measures on pages 122 to 124) at 31 October 2024 are shown below: Leverage Gross method Commitment method Maximum limit 2.50:1 2.00:1 Actual 1.14:1 1.15:1 Automatic Exchange of Information fi legislation relating to the automatic exchange Trust plc is required to collect and report certain information about certain shareholders. The legislation requires investment trust companies to provide personal information to HMRC on certain investors who purchase shares in investment trusts. Accordingly, Edinburgh Worldwide Investment Trust plc will have to provide information annually to the local tax authority on the tax residencies of a fi and corporate entities. Shareholders, excluding those whose shares are held in CREST, who come on to the share register fi of collecting this information. Shareholder information Annual Report and Financial Statements 2024 118 For further information, please see HMRC’s Quick Guide: Automatic Exchange of Information – information for account holders gov.uk/guidance/ automatic-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. S&P Index data The S&P Global Small Cap Index (‘Index’) is a product of S&P Dow Jones Indices LLC, a division fi & Poor’s® and S&P® are registered trademarks of Standard & Poor’s Financial Services LLC, a division of S&P Global (‘S&P’); Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC (‘Dow Jones’). Neither S&P Dow Jones Indices LLC, Dow Jones Trademark Holdings LLC, their fi representation or warranty, express or implied, as to the ability of any index to accurately represent the asset class or market sector that it purports to represent and neither S&P Dow Jones Indices LLC, fi nor their third party licensors shall have any liability for any errors, omissions, or interruptions of any index or the data included therein. MSCI Index data Source: MSCI. The MSCI information may only be used for your internal use, may not be reproduced or redisseminated in any form and may not be fi instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an ‘as is’ basis and the user of this information assumes the entire risk of any use made of this information. fi involved in or related to compiling, computing or creating any MSCI information (collectively, the ‘MSCI Parties’) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, fi particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential fi other damages (msci.com). FTSE Index data London Stock Exchange Group plc and its group undertakings (collectively, the ‘LSE Group’). 4. FTSE Russell is a trading ‘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 endorse the content of this communication. 119 Edinburgh Worldwide Investment Trust plc Communicating with shareholders Trust magazine Edinburgh Worldwide Investment Trust web page at edinburghworldwide.co.uk 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 Edinburgh Worldwide. Trust plays an important role in helping to explain our products 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 welcome. Please contact the Baillie Gifford Client Relations Team (see contact details in the ‘Further Information’ box on the back cover) and give them your suggestions. They will also be very happy to answer questions that you may have about Edinburgh Worldwide. Edinburgh Worldwide on the Web Up‑to‑date information about Edinburgh Worldwide can be found on the Company’s page of the Managers’ website at edinburghworldwide.co.uk and at www.trustewit.comfi on Edinburgh Worldwide, including recent portfolio fi 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: [email protected] Website: bailliegifford.com Address: Baillie Gifford Client Relations Team Calton Square 1 Greenside Row Edinburgh EH1 3AN Please note that Baillie Gifford is not permitted to give financial advice. If you would like advice, please ask an authorised intermediary. Shareholder information Annual Report and Financial Statements 2024 120 Edinburgh Worldwide Manager Update by Svetlana Viteva and Luke Ward Portfolio Managers, Svetlana Viteva and Luke Wark discuss Edinburgh Worldwide Small cap strife: big opportunities by Douglas Brodie Exploring the transformative potential of small‑cap companies such as DexCom, Tesla and Axon. PsiQuantum: the leap to quantum computing by Svetlana Viteva and Luke Ward How PsiQuanum is ushering in a new type of computer that could change the way medicines are invested and make renewables fi 121 Edinburgh Worldwide Investment Trust plc 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 Japan is marketed in the EU by the AIFM, 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 ESG Principles and Guidelines as its policy on integration of sustainability risks in investment decisions. fi approach to business is fundamentally out of line fi ‘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 growth businesses that enjoy sustainable competitive advantages in their marketplace. fi performance, undertaking proprietary research 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 flfi Sustainable Finance Disclosure Regulation (‘SFDR’) value of investment due to the occurrence of factors including but not limited to the type, 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 Baillie Gifford & Co can invest in any companies it fi 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 Investment Manager’s approach to sustainability can be found in the ESG Principles and Guidelines document, available publicly on the Baillie Gifford website bailliegifford.com and by scanning the QR code below. The underlying investments do not take into account the EU criteria for environmentally sustainable economic activities established under the EU Taxonomy Regulation. Shareholder information Annual Report and Financial Statements 2024 122 fifi fiflfififi fi Total assets fi liabilities (other than liabilities in the form of borrowings). Net Asset Value (‘NAV’) Also described as shareholders’ funds, net asset value is the value of total assets less liabilities (including borrowings). Net asset value can be calculated on the basis of borrowings stated at book value and fair value. An explanation of each basis is provided below. The net asset value per share is calculated by dividing this amount by the number of ordinary shares in issue excluding any shares held in treasury. Net Asset Value (borrowings at book value) Borrowings are valued at their nominal book value. The value of the borrowings at book and fair value are set out on page 108. Net Asset Value (borrowings at fair value) (APM) Borrowings are valued at an estimate of their market worth. The value of the borrowings at book and fair value are set out on page 108. Net Asset Value (reconciliation of NAV at book value to NAV at fair value) 2024 £’000 2023 £’000 Net asset value per ordinary share (borrowings at book value) 170.40p 151.06p Shareholders’ funds (borrowings at book value) £634,603 £584,737 Add: book value of borrowings £91,744 £103,249 Less: fair value of borrowings (£91,744) (£103,249) Shareholders’ funds (borrowings at fair value) £634,603 £584,737 Number of shares in issue 372,426,908 387,094,641 Net asset value per ordinary share (borrowings at fair value) 170.40p 151.06p At 31 October 2024 and 31 October 2023fl borrowings and their fair value is considered equal to their book value, hence there is no difference in the net asset value at book value and fair value. Glossary of terms and Alternative Performance Measures (‘APM’) 123 Edinburgh Worldwide Investment Trust plc Net liquid assets Net liquid assets comprise current assets less current liabilities, excluding borrowings. Discount/premium (APM) As stock markets and share prices vary, an investment trust’s share price is rarely the same as its net asset value. When the share price is lower than the net asset value 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 net asset value per share and is usually expressed as a percentage of the net asset value per share. If the share price is higher than the net asset value per share, this situation is called a premium. 2024 2023 Net asset value per ordinary share (a) 170.40p 151.06p Share price (b) 157.40p 124.80p (Discount)/premium ((b) – (a)) ÷ (a) (7.6%) (17.4%) 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. Compound annual return (APM) The compound annual return converts the return over a period of longer than one year to a constant annual rate of return applied to the compound value at the start of each year. 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 fi at 31 October 2024 are detailed on page 117. Active share (APM) Active share, a measure of how actively a portfolio is managed, is the percentage of the portfolio that Shareholder information Annual Report and Financial Statements 2024 124 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. Gearing is the Company’s borrowings at book value less cash and cash equivalents (including any outstanding trade settlements) expressed as a percentage of shareholders’ funds. 2024 £’000 2023 £’000 Borrowings (at book value) £91,744 £103,249 Less: cash and cash equivalents (£22,783) (£19,146) Less: sales for subsequent settlement (£188) – Add: purchases for subsequent settlement £332 – Add: buy‑backs awaiting settlement £171 £128 Adjusted borrowings (a) £69,276 £84,231 Shareholders’ funds (b) £634,603 £584,737 Gross gearing (a) as a percentage of (b) 11% 14% Potential gearing is the Company’s borrowings expressed as a percentage of shareholders’ funds. 2024 £’000 2023 £’000 Borrowings (at book value) (a) £91,744 £103,249 Shareholders’ funds (b) £634,603 £584,737 Potential gearing (a) as a percentage of (b) 14% 18% Ongoing charges (APM) The total expenses (excluding dealing and borrowing costs) incurred by the Company as a percentage of the daily average net asset value (with borrowings at market value), as detailed below. 2024 £’000 2023 £’000 Investment management fee £3,317 £4,241 Other administrative expenses £1,520 £915 Total expenses (a) £4,837 £5,156 Average daily cum‑income net asset value (with debt at fair value) (b) £638,804 £731,407 Ongoing charges (a) as a percentage of (b) 0.76% 0.70% Share split A share split (or stock split) is the process by which a company divides its existing shares into multiple shares. Although the number of shares outstanding increases, the total value of the shares remains the same with respect to the pre‑split value. Unlisted (private) company An unlisted company means a company whose shares are not available to the general public for trading 125 Edinburgh Worldwide Investment Trust plc Company information Directors Chair: Jonathan Simpson‑Dent Mary Gunn Helen James Jane McCracken Caroline Roxburgh Mungo Wilson Registrar Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ T: +44 (0)370 707 1643 Alternative Investment Fund Managers, Secretaries and Registered Office Baillie Gifford & Co Limited Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)131 275 2000 bailliegifford.com Depositary The Bank of New York Mellon (International) Limited 1 Canada Square London E14 5AL Company Broker Deutsche Numis 45 Gresham Street London EC2V 7BF Independent Auditor Ernst & Young LLP 25 Churchill Place Canary Wharf London E14 5EY Company details edinburghworldwide.co.uk Company Registration No. SC184775 ISIN: GB00BHSRZC82 Sedol: BHSRZC8 Ticker: EWI fi 213800JUA8RKIDDLH380 Further information Client Relations Team Baillie Gifford & Co Calton Square 1 Greenside Row Edinburgh EH1 3AN T: +44 (0)800 917 2113 [email protected] Calton Square, 1 Greenside Row, Edinburgh EH1 3AN Telephone +44 (0)131 275 2000 edinburghworldwide.co.uk
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