Worldwide Healthcare Trust PLC - Annual Financial Report

Worldwide Healthcare Trust PLC - Annual Financial Report

PR Newswire

LONDON, United Kingdom, June 11

10 June 2025

Worldwide Healthcare Trust PLC

(the "Company")

Annual Financial Report for the year ended 31 March 2025

The statements below are extracted from the Company's annual report for the year ended 31 March 2025 (the Annual Report). The Annual Report, will be posted to shareholders on 16 June 2025. Copies of the Annual Report will be available in hard copy format from the Company Secretary, Frostrow Capital LLP, 25 Southampton Buildings, London WC2A 1AL or from the Company's website at www.worldwidewh.com where up to date information on the Company, including daily NAV, share prices and fact sheets, can also be found.

The Annual Report will be submitted to the Financial Conduct Authority and will shortly be available in full, unedited text for inspection on the National Storage Mechanism (NSM): https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Annual General Meeting will be held on Wednesday, 9 July 2025.

COMPANY PERFORMANCE

Historic performance

for the years ended 31 March

	2020	2021	2022	2023	2024	2025
Net asset value per share (total return)*^	6.5%	30.0%	-5.8%	-0.1%	12.0%	-10.3%
Benchmark (total return)*	5.7%	16.0%	20.4%	2.5%	10.9%	-3.2%
Net asset value per share	286.9p	370.3p	346.5p	343.5p	381.1p	339.5p
Share price	292.0p	369.5p	327.5p	311.5p	335.0p	297.5p
Premium/(discount) of share price to						(12.4)%
net asset value per share	1.8%	(0.2)%	(5.5)%	(9.3)%	(12.1)%
Dividends per share	2.5p	2.2p	2.7p	3.1p	2.8p	2.4p
Leverage	12.0%	7.6%	10.9%	10.5%	10.8%	12.0%
Ongoing charges^	0.9%	0.9%	0.9%	0.8%	0.9%	0.8%
Ongoing charges (including performance fees paid or crystallised during the year)^	0.9%	0.9%	1.4%	0.8%	0.9%	0.8%

Comparative periods have been restated for the sub-division of each share of 25p each into 10 new shares of 2.5p each, approved at the AGM held on 18 July 2023 and effective on 27 July 2023.

* Source: Morningstar

^ Alternative Performance Measure (see Glossary).

STATEMENT FROM THE CHAIR

"Net asset value per share total return during the year was -10.3%. Long-term returns remain strong, at +13.4% pa since the Company's inception"

INVESTMENT PERFORMANCE

In this, the 30th year since the Company's inception, I am pleased to present your Company's Annual Report and Financial Statements for the year ended 31 March 2025.

Stock market volatility, driven by macro events, was again a hallmark of the financial year under review. From an investment performance perspective, this resulted in a frustrating year for the global healthcare sector and the Company. Strong market gains in the first part of the financial year were given up by broad declines leading up to the end of 2024. There was then a sharp sell-off in the first quarter of calendar 2025, driven by a combination of factors, including escalating trade tensions and a slowing global economy.

The earlier environment in 2024 was positive for our Portfolio Manager's strategy. However, there was then a broad shift in investor sentiment, which favoured a more defensive investment approach. As a result, both the Company's absolute and relative performance suffered during the latter part of the financial year, more than offsetting the strong early returns by year end.

Against this backdrop, the Company's net asset value per share total return in the financial year was -10.3% (2024: +12.0%). In comparison, our Benchmark, the MSCI World Health Care Index, measured on a net total return, sterling adjusted basis, returned -3.2% (2024: +10.9%).

The Company's share price total return during the year was -10.5% (2023: +8.6%). The small disparity between the performance of the Company's net asset value per share and its share price contributed to the slight widening of our share price discount to our net asset value per share from 12.1% at 31 March 2024 to 12.4% at 31 March 2025.

Amongst the healthcare sectors that the Company invests in, the principal positive contributor to our performance was the Healthcare Equipment & Supplies ('Medtech') sector. It was largely spared from negative, industry-specific regulatory changes and was only modestly impacted by broad country tariffs. In contrast, the therapeutics sector, specifically biotechnology, was more negatively impacted by the same macro headwinds as well as higher than expected interest rates worldwide.

The last several years have been difficult for the global healthcare sector and the Company, with the sector having underperformed the broader markets and the Company having underperformed our Benchmark on a five-year view. As you would expect, the Board is not content with this situation. We have been spending considerable time with our Portfolio Manager challenging and re-confirming our commitment to the Company's investment strategy (see 'Outlook' below).

Nonetheless, our long-term performance continues to be strong. From the Company's inception 30 years ago in 1995 to the end of the financial year, the total return of our net asset value per share has been +4,254%, equivalent to a compound annual return of +13.4%. This compares to a cumulative blended Benchmark return of +2,354% and a compound annual return of +11.3% over the same period.

Further information on the healthcare sector, the Company's investments and performance during the year can be found in the Portfolio Manager's Review.

CAPITAL

Since the beginning of 2022, and for a variety of reasons, share price discounts across the investment company sector in the UK have widened. As of 9 June 2025, the average level of discount in the broader sector stands at c. 14.6%*. This compares to the Company's share price discount of 6.3%.

It is the Board's policy to buy back our shares if the Company's share price discount to the net asset value per share exceeds 6% on an ongoing basis. Shareholders should note, however, that it remains possible for the discount to be greater than this for extended periods of time, particularly when sentiment towards investment trusts generally, the healthcare sector and/or the Company remains poor. In such an environment, buybacks may prove unable to sustainably narrow the discount. Nonetheless, even in such an environment, the Board believes that buybacks are important, as they enhance the net asset value per share for remaining shareholders and go some way to dampening discount volatility.

* Source: Winterflood

The Company's commitment to its share buyback policy is demonstrated by the fact that we have one of the most active buyback programmes in the investment trust sector. During the financial year, a total of 51,310,528 shares were repurchased for treasury at a cost of £176.5m and at an average discount of 10.8%. The shares repurchased during the year equated to 9.4% of the Company's share capital at the beginning of the year.

At 31 March 2025, the Company had 494,631,804 shares in issue, excluding the 107,033,396 shares held in treasury.

From the beginning of the new financial year to 9 June 2025, a further 11,291,577 shares have been bought back for treasury, at a cost of £33.2m and at an average discount of 9.7%. As stated above, our share price discount since year end has narrowed to 6.3%.

I confirm that all shares held in treasury will continue to be held for re-issue at a premium to the net asset value per share.

A summary of the Board's and the Company's advisers' activities during the year, including buyback and marketing activities, is provided on page 7 of this Annual Report.

REVENUE AND DIVIDEND

Shareholders will be aware that it remains the Company's investment policy to pursue capital growth for shareholders and to pay dividends at least to the extent required to maintain investment trust status. Therefore, the level of dividends declared can go down as well as up. An unchanged interim dividend of 0.7p per share for the year ended 31 March 2025 was paid on 9 January 2025 to shareholders on the register on 29 November 2024.

The Company's net revenue for the year as a whole decreased to £16.1m from £19.7m. This was due largely to a decrease in exposure to higher yielding stocks in the portfolio as well as a reduction in the size of the portfolio due to shares being bought back by the Company during the year. As a result, the revenue return per share was 2.4p (2024: 2.7p per share).

Accordingly, the Board is proposing a slightly reduced final dividend for the year of 1.7p per share (2024: 2.1p per share). Together with the interim dividend already paid, this makes a total dividend for the year of 2.4p per share (2024: 2.8p per share).

The effect of share buybacks means that the reported dividend per share, which is based on the number of shares in issue at the end of the financial year, is higher than the reported revenue return per share, which is based on the average number of shares in issue over the year.

Based on the closing mid-market share price of 302.0p on 9 June 2025, the total dividend payment for the year represents a current yield of 0.8%.

The final dividend will be payable, subject to shareholder approval, on 23 July 2025, to shareholders on the register of members on 13 June 2025. The associated ex-dividend date will be 12 June 2025.

The Company's dividend policy, which is set out on page 29 of this Annual Report, will be proposed for approval at the forthcoming Annual General Meeting.

BOARD OF DIRECTORS

As I mentioned in my statement at the Company's half year, the Board appointed two new Directors at the beginning of October. Both Sian Hansen and William Hemmings have begun to make material contributions to the Board's deliberations.

In July 2022, the Board asked me to extend my term on the Board for a period of three to five years by taking on the role of Board Chair. This was in order to oversee the renewal of the Board, including the retirement and replacement of all but one of the then Directors as well as changing the composition and leadership of all of the Board's Committees.

Given the good progress being made, I will be retiring from the Board at the conclusion of the Annual General Meeting to be held in July 2026.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE ("ESG") MATTERS

ESG matters continue to be an important priority for the Board. Our objective is to have full, transparent disclosure on the topic. Our Senior Independent Director, Bina Rawal, works closely with our Portfolio Manager on this matter.

Our Portfolio Manager remains committed to taking a leading role in the development of meaningful ESG engagement practices in the healthcare sector. As part of this, they facilitate dialogue and an exchange of leading practices among investors, companies and other relevant experts on ESG, in particular, the large capitalisation pharmaceutical sector. They also engage with a broad range of companies on a regular basis about where areas for improvement can be identified. Further information on both ESG matters and climate change can be found in the Portfolio Manager's ESG report.

PERFORMANCE FEE

There is currently no provision within the Company's NAV for the payment of a performance fee at a future calculation date. I would highlight that earning a performance fee is difficult for our Portfolio Manager and is dependent on the long-term outperformance of the Company. Any outperformance has to be maintained for 12 months after the relevant calculation date and only becomes payable to the extent that the outperformance gives rise to a total fee greater than the total of all performance fees paid to date. This ensures that a performance fee is not payable for any outperformance that contributes to the recovery of prior underperformance.

INVESTMENT GUIDELINES

The Board made a minor change to the Company's investment guidelines during the year. Previously, the Company could invest a maximum of 30% of the portfolio, at the time of acquisition, in companies in the Medtech sector. Given the increasing importance of the sector, we raised the limit to 40% of the portfolio, as at the time of acquisition. As this amendment was not considered to be material, the Board was advised that shareholder approval would not be required prior to making this amendment.

ANNUAL GENERAL MEETING ("AGM")

The Company's AGM will again be held at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR on Wednesday, 9 July 2025 from 12.30pm. In addition to the formal proceedings, there will be an opportunity to meet the Board and the Portfolio Manager and to receive an update on the Company's strategy. We look forward to seeing as many of you as possible there.

For those investors who are not able to attend the meeting in person, a video recording of the Portfolio Manager's presentation will be uploaded to the website after the meeting. Shareholders can submit questions in advance by sending them to [e-mail].

I encourage all shareholders to exercise their right to vote at the AGM and to register your votes online in advance of the meeting. Registering your vote in advance will not restrict you from attending and voting at the meeting in person should you wish to do so. The votes on the resolutions to be proposed at the AGM will again be conducted on a poll. The results of the proxy votes will be published following the conclusion of the AGM by way of a stock exchange announcement and will also be able to be viewed on the Company's website at www.worldwidewh.com.

OUTLOOK

While global macroeconomic and geopolitical conditions continue to be challenging and buffeting stock market indices, your Board believes that the fundamentals of the healthcare sector remain strong. As frustrating as the past few years have been, the fundamentals of the sector will be reflected in share prices over time.

As highlighted in our Portfolio Manager's recent "Next 30 Years" presentation, the Board and our Portfolio Manager remain positive about the outlook for the healthcare sector for many reasons. For example, the overall level of new product approvals remains high and is delivering significant levels of quality medicines for patients. Advancements in areas such as genetic engineering, personalised medicine and synthetic biology are also generating a strong future pipeline of innovative new therapies and treatments. In addition, Artificial Intelligence (AI) and machine learning are beginning to have a positive impact on all aspects of the industry.

All of these advancements are underpinned by global demographic trends, which are driving demand for new healthcare solutions, particularly in areas such as cancer treatment, chronic disease management and age-related health issues.

In this sector context, the Board is confident in our Portfolio Manager's successful long-term investment strategy of focusing on innovation and growth opportunities and believes that the Company will continue to generate attractive long-term returns for shareholders.

Doug McCutcheon

Board Chair

10 June 2025

BOARD AND ADVISER ACTIVITY DURING THE YEAR

BOARD ANNUAL PROCESS

The Board maintains a high level of communication between its members and with its advisers. During the year, the Board holds quarterly meetings and additional Board meetings as required.

Meetings of the Management Engagement & Remuneration Committee, Nominations Committee and Audit & Risk Committee are held on the same days as Board meetings. In addition, there are two separate Audit & Risk Committee meetings each year.

On an ongoing basis, the Board oversees and reviews, amongst other things: the roles and performance of the Portfolio Manager and the Company's other advisors; the Company's investment portfolio, net asset value and share price performance; operational risks; expenses; the broader investment trust sector and regulatory environment; shareholder communications and investor relations; the make-up and evolution of the Board and its committees.

CAPITAL ALLOCATION

The Board understands that long-term shareholder value is driven by effectively allocating the Company's capital.

Over the long run, the Board believes that having the Portfolio Manager reinvest capital into healthcare investments in the Company's portfolio will generate the highest overall returns. This is reflected in the Company's dividend policy, which involves only paying dividends to the extent required to maintain investment trust status.

In periods when the Company's share price is trading at a discount to its net asset value, the Board is also committed to allocating capital to repurchasing shares. Particularly when such periods coincide with lower valuations and attractive investment opportunities in the healthcare sector, the Board uses its judgement as to how best to split the allocation of the Company's capital.

During the year, a total of 51,310,28 shares, representing 9.4% of the shares outstanding at the beginning of the year, were repurchased at a cost of £176.5m.

SHAREHOLDER ENGAGEMENT

The Board believes that shareholder engagement is key to generating a committed and informed investor base. Recently declining incremental investor demand across the investment trust sector, and an increase in share price discounts, has reinforced the importance of this activity.

The Company's efforts are actively supported by our Portfolio Manager (OrbiMed), our AIFM (Frostrow) and our PR consultant (Quill Communications), all with the aim of providing information and insight to our existing shareholders, while also generating new demand for the shares across professional and retail investors. Some of our more recent activities are highlighted below.

· During 2024, the Company's top 40 shareholders, representing almost 89% of the shares in issue, had 21 meetings with OrbiMed, 10 with the Board Chair and 59 with Frostrow. In addition, Frostrow held a further 122 professional investor meetings, which involved existing and potential smaller shareholders.

· Frostrow arranged two professional investor webinars for OrbiMed, in March and November 2024, involving 66 and 85 investors, respectively. The video recordings of these events have been viewed 306 and 427 times, respectively.

· The AGM held on 10 July 2024 attracted 26 investors in person and the video recording of OrbiMed's presentation has been viewed 337 times.

· An event to mark the Company's 30th anniversary was held in March 2025. In addition to the Board and OrbiMed, the event was attended by journalists and both private and professional investors. The OrbiMed portfolio management team provided an update on the Company's investment strategy including a presentation entitled the "Next 30 Years", which was followed by a question-and-answer session.

· Frostrow creates a monthly fact sheet that is circulated by email to a discreet database of over 2,700 professional investors.

· The Company has a permanent slot at the annual Frostrow Seminar in London in May, that involves around 200 attendees. Over 4,500 professional investors are invited, and they all receive the video recording after the event.

· Edison writes two research notes every year and produces accompanying videos, which are typically viewed by over 2,000 people.

· Quill Communications is constantly engaging with relevant journalists. During 2024 this resulted in over 50 articles in a mix of publications including Trustnet, Citywire, Interactive Investor, MoneyWeek, Daily Telegraph, Shares Magazine, Master Investor, This is Money, Professional Paraplanner, Financial Times, The Armchair Trader, Money Makers, The Times, Investors' Chronicle and IFA Magazine.

Considerable effort is made by both Quill Communications and Frostrow to engage directly with retail investor platforms, to get them to produce articles and carry content about the Company. For example, on 10 September 2024 the Company featured in a recorded AJ Bell webinar which attracted over 500 AJ Bell clients.

INVESTMENT OBJECTIVE AND POLICY

INVESTMENT OBJECTIVE

The Company invests in the global healthcare sector with the objective of achieving a high level of capital growth.

In order to achieve its investment objective, the Company invests worldwide in a diversified portfolio of shares in pharmaceutical and biotechnology companies and related securities in the healthcare sector. It uses gearing, and derivative transactions to enhance returns and mitigate risk. Performance is measured against the MSCI World Health Care Index on a net total return, sterling adjusted basis ("Benchmark").

INVESTMENT STRATEGY

The implementation of the Company's Investment Objective has been delegated to OrbiMed by Frostrow (as "AIFM") under the Board's and Frostrow's supervision and guidance.

Details of OrbiMed's investment strategy and approach are set out in the Portfolio Manager's Review.

While the Board's strategy is to allow flexibility in managing the investments, in order to manage investment risk it has imposed various investment, gearing and derivative guidelines and limits, within which Frostrow and OrbiMed are required to manage the investments, as set out below.

Any material changes to the Investment Objective, Policy and Benchmark or the investment, gearing and derivative guidelines and limits require approval from shareholders.

INVESTMENT POLICY

INVESTMENT LIMITS AND GUIDELINES

· The Company will not invest more than 15% of the portfolio in any one individual stock at the time of acquisition;

· At least 50% of the portfolio will normally be invested in larger companies (i.e. with a market capitalisation of at least U.S.$10bn);

· At least 20% of the portfolio will normally be invested in smaller companies (i.e. with a market capitalisation of less than U.S.$10bn);

· Investment in unquoted securities will not exceed 10% of the portfolio at the time of acquisition;

· A maximum of 5% of the portfolio, at the time of acquisition, may be invested in each of debt instruments, convertibles and royalty bonds issued by pharmaceutical and biotechnology companies;

· A maximum of 40% of the portfolio, at the time of acquisition, may be invested in companies in the healthcare equipment and supplies sector; and a maximum of 30% of the portfolio, at the time of acquisition, may be invested in companies in the healthcare providers and services sector.

· The Company will not invest more than 10% of its gross assets in other closed ended investment companies (including investment trusts) listed on the London Stock Exchange, except where the investment companies themselves have stated investment policies to invest no more than 15% of their gross assets in other closed ended investment companies (including investment trusts) listed on the London Stock Exchange, where such investments shall be limited to 15% of the Company's gross assets at the time of acquisition.

DERIVATIVE STRATEGY AND LIMITS

In line with the Investment Objective, derivatives are employed, when appropriate, in an effort to enhance returns and to improve the risk-return profile of the Company's portfolio. Only Equity Swaps were employed within the portfolio during the year.

The Board has set the following limits within which derivative exposures are managed:

· Derivative transactions (excluding equity swaps) can be used to mitigate risk and/or enhance capital returns and will be restricted to a net exposure of 5% of the portfolio; and

· Equity Swaps may be used in order to meet the Company's investment objective of achieving a high level of capital growth, and counterparty exposure through these is restricted to 12% of the gross assets of the Company at the time of acquisition.

The Company does not currently hedge against foreign currency exposure.

GEARING LIMIT

The Board has set a maximum gearing level, through borrowing, of 20% of the net assets.

LEVERAGE LIMITS

Under the AIFMD the Company is required to set maximum leverage limits. Leverage under the AIFMD is defined as any method by which the total exposure of an AIF is increased.

The Company has two current sources of leverage: the overdraft facility, which is subject to the gearing limit; and, derivatives, which are subject to the separate derivative limits. The Board and Frostrow have set a maximum leverage limit of 140% on both the commitment and gross basis.

Further details on the gearing and leverage calculations, and how total exposure through derivatives is calculated, are included in the Glossary. Further details on how derivatives are employed can be found in note 16.

PORTFOLIO

INVESTMENTS HELD AS AT 31 MARCH 2025

			Market value	% of
Investments	Sector	Country	£'000	investments
Eli Lilly	Pharmaceuticals	United States	188,640	11.4
Boston Scientific	Health Care Equipment & Supplies	United States	173,761	10.5
AstraZeneca	Pharmaceuticals	Britain	118,630	7.2
Intuitive Surgical	Health Care Equipment & Supplies	United States	89,839	5.5
Stryker	Health Care Equipment & Supplies	United States	85,936	5.2
UnitedHealth Group	Health Care Providers & Services	United States	76,896	4.7
Edwards Lifesciences	Health Care Equipment & Supplies	United States	69,611	4.2
Pfizer	Pharmaceuticals	United States	64,413	3.9
Argenx	Biotechnology	Netherlands	57,225	3.5
Daiichi Sankyo	Pharmaceuticals	Japan	50,227	3.0
Top 10 investments			975,178	59.1
Integer Holdings	Health Care Equipment & Supplies	United States	48,754	2.9
Neurocrine Biosciences	Biotechnology	United States	47,950	2.9
Vertex Pharmaceuticals	Biotechnology	United States	44,457	2.7
Natera	Life Sciences Tools & Services	United States	44,261	2.7
Thermo Fisher Scientific	Life Sciences Tools & Services	United States	43,184	2.6
Alnylam Pharmaceuticals	Biotechnology	United States	40,009	2.4
Tenet Healthcare	Health Care Providers & Services	United States	39,117	2.4
Caris Life Sciences*	Life Sciences Tools & Services	United States	34,029	2.1
Ionis Pharmaceuticals	Biotechnology	United States	33,683	2.0
Cytokinetics	Biotechnology	United States	31,103	1.9
Top 20 investments			1,381,725	83.7
SI-BONE	Health Care Equipment & Supplies	United States	24,947	1.5
Crossover Health*	Health Care Providers & Services	United States	24,810	1.5
CG Oncology	Biotechnology	United States	22,698	1.4
Axsome Therapeutics	Biotechnology	United States	21,626	1.3
Shanghai INT Medical Instruments	Health Care Equipment & Supplies	China	20,151	1.2
Apellis Pharmaceuticals	Biotechnology	United States	20,137	1.2
UCB	Pharmaceuticals	Belgium	16,952	1.0
Avidity Biosciences	Biotechnology	United States	15,998	1.0
Sino Biopharmaceutical	Pharmaceuticals	Hong Kong	15,512	0.9
Beijing Yuanxin Technology*	Health Care Providers & Services	China	14,068	0.8
Top 30 investments			1,578,623	95.5
Jiangxi Rimag	Health Care Providers & Services	China	13,012	0.8
Exact Sciences	Life Sciences Tools & Services	United States	12,504	0.8
Akeso	Biotechnology	China	12,125	0.7
Ruipeng Pet Group*	Health Care Providers & Services	China	11,006	0.7
EDDA Healthcare & Technology*	Health Care Equipment & Supplies	China	8,716	0.5
VISEN Pharmaceuticals	Biotechnology	China	7,691	0.5
MabPlex*	Health Care Providers & Services	China	4,932	0.3
New Horizon Health^	Life Sciences Tools & Services	China	4,492	0.3
Gushengtang	Health Care Providers & Services	China	4,443	0.3
API Holdings*	Health Care Providers & Services	India	4,230	0.3
Top 40 investments			1,661,774	100.7

* Unquoted holding

^ Suspended holding

			Market value	% of
Investments	Sector	Country	£'000	investments
Shandong Weigao Group Medical Polymer	Health Care Equipment & Supplies	China	3,561	0.2
Sinopharm Group	Health Care Providers & Services	China	3,413	0.2
Shanghai Bio-heart Biological Technology	Health Care Equipment & Supplies	China	2,776	0.2
Ikena Oncology	Biotechnology	United States	1,613	0.1
Peloton Therapeutics Milestone*	Biotechnology	United States	523	0.0
Total equities			1,673,659	101.4
Biotech M&A Target Swap	Swap Baskets	United States	160,737	9.7
Jiangsu Hengrui Medicine	Pharmaceuticals	China	30,485	1.8
Apollo Hospitals Enterprise	Health Care Providers & Services	India	16,343	1.0
Less: Gross exposure on financed swaps			(231,356)	(14.0)
Total OTC Swaps			(23,791)	(1.4)
Total investments including OTC Swaps			1,649,868	100.0

* Unquoted holding

SUMMARY

	Market value	% of
Investments	£'000	investments
Quoted Equities	1,566,854	94.9
Unquoted Equities	106,805	6.5
Equity Swaps	(23,791)	(1.4)
Total of all investments	1,649,868	100.0

PORTFOLIO MANAGER'S REVIEW

MARKETS

Global equity markets experienced a turbulent 12 months for the year ended 31 March 2025, marked by strong gains in 2024 followed by heightened volatility and declines in early 2025. U.S. equities surged in 2024 driven by optimism around technological advancements and a more accommodative Federal Reserve. European markets also advanced in 2024 but returns underperformed the U.S. However, both geographies experienced significant challenges and volatility in the first quarter of 2025 amid concerns over inflation, slowing economic growth, and most notably escalating trade disputes triggered by the second Trump administration in the U.S.

To note, after markets regained all-time highs in February 2025 post the November 2024 U.S. Presidential election and again after the January 2025 inauguration, volatility moved higher in late February and into March (and spiked in April). As tariff and retaliatory tariff headlines escalated, the resulting global trade war prompted precipitous declines in global markets, with both the MSCI and S&P500 falling as much as 10% in March (only to slide further in April).

Global healthcare stocks followed a slightly different path in the financial year and underperformed relative to the broader equity markets. Whilst advancing mostly in-line in the first half of the reporting period, healthcare stocks began to decline in the autumn of 2024 as investors showed a strong preference for high-growth sectors, particularly information technology and generative artificial intelligence, eschewing the traditional defensive healthcare sector. Policy-related uncertainties both into and out of the U.S. Presidential election also weighed on the sector as did tariff uncertainty late in the financial year.

ALLOCATION

Overall, our allocation strategy represents a diverse distribution of investments across all major sub-sectors and global geographies within the healthcare industry. This allows investors to view the Company as a "one-stop-shop" for all of their healthcare investment needs given the broad exposure of the portfolio to the entirety of the healthcare ecosystem - from therapeutics, to services, to medical technologies, to growth of emerging markets - given the embedded diversification of the portfolio of companies represented in the portfolio.

In the reported period, the Company's long-standing allocation strategy - a clear focus on innovation and growth - remained intact. Specific key traits of our strategy remained deployed, although they were more dynamic given the changing landscape of healthcare over the past 12 months. Allocation to Biotechnology remained above the Benchmark weighting, with the absolute weighting decreasing modestly to 29.6% by the financial year end. This was 20.6% above the Benchmark owing to (1) the enormous therapeutic innovation and new drug production that stems from Emerging Biotech companies and (2) the relatively small weight that is represented in the Benchmark (9.0%).

Allocation to Large Cap Pharma remained underweight, owing to (1) disparate fundamentals across the group and (2) the relatively large weight that is represented within the Benchmark. Over the course of the reported period, our exposure here declined from 29.9% to 22.1% by the financial year end. We exited three investments due to fundamental reasons and chose not to fully replace them given lack of conviction and an uncertain policy environment in the fourth quarter of the financial year. We allocated 1% of the proceeds to Spec Pharma companies.

In Healthcare Equipment & Supplies ('Medtech'), we increased the weighting significantly over the course of the financial year, by 11.4% to 29.4% (absolute) and 11.4% above the Benchmark. This was due to high conviction ideas, share price appreciation, and relative insulation from rising policy uncertainty around the U.S. Presidential election outcome. Other sectors of import, including Healthcare Providers & Services ('Services') and Life Sciences Tools & Services ('Tools') remained underweight throughout the duration of the financial year owing to our fundamental view and the expected volatility again around the U.S. Presidential election outcome. In Japan, our exposure decreased by half to 3.0% as we exited a single stock idea.

ALLOCATION BY SUB-SECTOR
(WWH vs. MSCI World Healthcare Index)

PERFORMANCE

The reported financial year was a challenging year, performance wise, for the Company. Overall, the Company's NAV per share total return was -10.3% compared to the MSCI World Health Care Index return was -3.2% on a net total return, sterling adjusted basis.

In what was a "tale of two halves," consistent alpha generation and performance above the Benchmark in the first nine months of the year was obfuscated by historic volatility in the final quarter of the reported period. Global stock markets experienced a significant downturn in late February and March 2025, driven by a combination of escalating trade tensions, economic concerns, and shifts in investor sentiment. The former environment favoured a "risk on" investment tactic, which favoured our allocation strategy, whilst the latter favoured a more defensive posture, incongruent with our allocation. As a result, relative gains were lost, negative performance ensued, all predominantly in the last two months of the financial year.

Despite these volatile periods, we do note that a record high net asset value was achieved during the reported period. A closing net asset value per share of 408.7p was achieved on 8 August 2024 eclipsing the previous high set in January 2021. Performance since inception to 31 March 2025 remains strong, with a return of +4,253.8% since April 1995. This represents an average annualised return of 13.5% over the 30-year period. This ranks the Company in third place among all closed end trusts across this period, regardless of industry (source: Winterflood).

SUBSECTOR PERFORMANCE

During this unprecedented period of turbulence, one subsector stood out to the positive, Medtech. Whilst many healthcare sectors were targeted at times by President Trump, predominantly therapeutics and pharmacy benefit managers, Medtech was largely spared any industry specific regulations, and only modestly impaired by broad country tariffs (Mexico, Canada, China). In fact, the largest fiscal headwind for the sector thus far has been reciprocal tariffs from China (i.e. the importation of U.S. made products into China). Stock picking in Medtech was a key factor in performance, with two investments - Boston Scientific and Intuitive Surgical - being among the top five contributors to performance (see below). Allocation effect - sector overweight with large cap investments preferred over small cap - was also a positive factor for this sector being the largest positive contributor in the financial year.

On the negative side was therapeutics, specifically bio-pharmaceuticals, which faced a constellation of macro factors: persistently elevated 10-year interest rates, a slower-than-expected pace of global interest rate cuts, concerns about global economic growth, and President Trump's tariff policies. This was coupled with some healthcare-specific macro concerns including staff cuts at the U.S. Food and Drug Administration ("FDA"), the prospect of pharmaceutical-specific tariffs, additional administration changes, and renewed drug price reform rhetoric. Further downside was realised by some key investments after company specific negative newsflow weighed on share prices (see section on Major Detractors below).

From a temporal perspective, Biotechnology returns were mostly positive throughout the first nine months of the financial year, including the contribution from our proprietary M&A basket. In fact, those returns peaked when the Trump victory was confirmed as the market began to price in the positive implications of a Republican controlled federal government on future mergers and acquisitions ("M&A"). However, Biotechnology stocks (and our M&A basket) experienced declines subsequently, given the combination of macro and industry concerns that precipitated from the new administration in the final quarter of the financial year.

PRIVATE HOLDINGS

During the reported financial year, the Company strategically refrained from making new investments in private companies, as we continued to cautiously navigate the challenging public offering market for small and mid-cap healthcare firms. While the capital market funding landscape continues to improve, most of our private companies are well capitalised and are being selective with regards to pursuing listings. We remain optimistic about the ability of our unquoted investments to achieve listings within the next year as we anticipate further improvement of the capital market funding environment.

Despite the difficult capital markets environment, two unquoted investments completed their Initial Public Offering ("IPO") in Hong Kong during the financial year. Jiangxi Rimag Group, a medical imaging company, and Visen Pharmaceuticals, a biotechnology company, completed their IPO's in June 2024 and March 2025, respectively.

At the end of the financial year, private investments made up 6.1% of the portfolio. For the financial year, the Company's private investments fell £7.4 million, from an opening market value of £133.1 million across ten companies. Unquoted names added £6.5 million in the second half of the financial year to partially offset losses in the first half.

The existing private portfolio constitutes a diverse set of companies. Geographically, exposure is evenly distributed among Emerging Markets and North American companies. On a sub-sector basis, the exposure is concentrated in Services and Tools, with small exposures to Biotechnology and Medtech.

MAJOR CONTRIBUTORS TO PERFORMANCE

The top contributor in the financial year was BostonScientific, a leading diversifiedmedical devicesmanufacturer with particular expertise in the cardiovascular space. The top-tier management team continued to deliver exceptional returns for shareholders on the back of a material acceleration in organic sales growth. This was primarily driven by the company's next generation pulsed field ablation device, the FARAPULSE PFA System, for the treatment of atrial fibrillation and cardiac arrythmias. The roll-out of this product, alongside continued strength in most other areas of the business, has helped lift the company's sales profile from low double-digit growth to a mid- to high-teens growth rate. Looking ahead, investors are optimistic that the pulsed field ablation market transition can move more rapidly than consensus expectations, capturing well north of 50% of the multi-billion dollar atrial fibrillation ablation market. Moreover, Boston Scientific has several important trials evaluating pulsed field ablation in combination with the company's Watchman left atrial appendage closure device, which has already helped to drive a reacceleration in growth of the multi-billion Watchman market. We believe the ongoing company algorithm of best-in-class organic sales growth, differentiated margin expansion potential and ongoing M&A should result in continued strong and durable profit growth for the foreseeable future.

The undisputed leaders in robotic surgery, IntuitiveSurgical continued to drive strong outperformance on theback of the new Dv5 surgical robot system launch, which serves to further embed the company's monopoly status in the surgical robotics market. While other companies are working on competing systems, we think Intuitive Surgical's competitive moat is simply too large at this point, and we see upcoming competitor system launches as market expansive as opposed to driving material share gains against Intuitive. Over the past financial year, investor expectations have rapidly improved for the future growth prospects of the new Dv5 system launch with the company posting strong system placements both for Dv5 as well as legacy systems. Procedure volumes have continued to grow at elevated levels as well, and new instruments have allowed the company to generate a higher sales per procedure. Lastly, the company's margin profile has improved in recent quarters, which has historically been a point of contention amongst investors. With the Dv5 system launch still in the early stages, we see continued strong trends for the company for the next several years.

Another strong contributor to fund performance was TenetHealthcare, a Dallas-based, diversified healthcare servicescompany and a leading U.S. hospital operator. One of the main drivers of performance has been a robust healthcare utilisation environment in the U.S., particularly for higher acuity procedures that drive a higher sales and earnings for hospitals. On a more company specific basis, Tenet Healthcare has also been highly efficient at executing some value-creative divestitures of hospitals at attractive valuations and acquisitions of ambulatory surgery centres. As more high acuity procedures (such as hip and knee implants) switch from hospitals to ambulatory surgery centres, Tenet should benefit given its increasing exposure to the ambulatory site of care. Lastly, Tenet was able to procure improvements in reimbursement from its Medicaid programs over the past financial year, and has been exceptional at cost control management, both of which have driven improvements to the margin profile of the company.

One of the more innovative companies in the diagnostics sector, Natera, develops and offers liquid biopsy tests to inform personalised healthcare decisions in oncology, women's health, and organ health. The company is the clear leader in this rapidly growing market and currently operates as a near monopoly. Over the past financial year, the company has been delivering strong upside to expectations for both sales and earnings whilst solid margin expansion has been a recent focus for investors. Strength has been driven across the whole business with exceptional performance in the company's key Signatera product used to detect circulating tumour DNA. We believe ongoing rapid uptake of liquid biopsy tests should continue for the foreseeable future, and with limited viable competition on the near-term horizon, we view Natera as the clear ongoing primary beneficiary of these trends.

The Netherlands is the home for Argenx, a commercial-stage, global biopharma company specialising in the development and commercialisation of therapies for autoimmune diseases. The stock's outperformance in the financial year was driven by exceptional commercial execution, with global product sales reaching U.S.$2.2 billion in 2024, an 84% year-over-year increase. This growth was largely fuelled by the success of Vyvgart (efgartigimod), an antibody fragment used to treat rare autoimmune diseases. First approved in late 2021 for generalised myasthenia gravis, Vyvgart usage surpassed 10,000 patients in 2024 with additional indications for chronic inflammatory demyelinating polyneuropathy and primary immune thrombocytopenia, and the approval of a self-administered formulation called Hytrulo. Investors continued to be engaged as Argenx's "Vision 2030" messaging set ambitious goals, including treating 50,000 patients globally with Vyvgart across 10 labelled indications and advancing five pipeline candidates into Phase III development by 2030. The stock continues to be a core holding in the portfolio.

MAJOR DETRACTORS TO PERFORMANCE

Merck is a U.S. based, global large cap pharmaceuticalcompany that is well regarded as a pioneer in immuno-oncology and vaccine development. Company sales approached U.S.$65 billion in 2024 with 60% of revenues coming from these two areas. Sales in China comprise an important portion of the company's growth strategy. However, an unexpected slowdown in the sales of Gardasil, a cancer-preventing vaccine, throughout the year in China pressured the stock. The first sign of a slowdown was in the second quarter report in which the company maintained the issue was acute and maintained long-term guidance for Gardasil. However, the issue recurred in the third quarter report as well, yet the company continued to maintain its guidance. Nevertheless, we exited the stock at that time. The share price continued to drop in the fourth quarter as Gardasil sales in China once again disappointed and the company finally capitulated and withdrew guidance, and the stock reached a three-year low.

Evolent Health is a healthcare services companyspecialising in value-based care, particularly in specialty areas like oncology, cardiology, and musculoskeletal care. Evolent Health's business centres around contracts with health plans, notably Humana and Molina, to assist in managing the oncology patient risk pools of those plans. At the beginning of the year, Evolent priced its oncology plans with an expectation for a normalised year of both disease prevalence and acuity levels. However, as the year progressed an unforeseen rise in both oncology prevalence and acuity, as well as healthcare utilisation more generally, began to unfold, leading to downward revisions to estimates and forward expectations. Compounding these issues, Evolent was not fully aware of the extent to which these trends had taken place until the third quarter of the year due to a six-month catch-up in claims data. This inhibited the company's ability to renegotiate its rates with the company's clients. After the share price fell post the third quarter announcement in November 2024, we exited the stock.

One of the most innovative new drugs over the past 20 years is Leqembi (lecanemab), an antibody developed and commercialised by Eisai and partnered with U.S. biotech giant, Biogen, for the treatment of mild to moderate Alzheimer's disease. The positive pivotal trial announced in September 2022, CLARITY AD, was a landmark study that surprised both the clinical and investment communities. The subsequent filing with the FDA, a positive Advisory Committee meeting, an accelerated approval (January 2023) and a full approval (July 2023) set the stage for a much-anticipated launch. However, some 18 months later, the uptake for Leqembi remained modest and was even denied a first-pass approval in Europe over safety concerns. Despite positive expert opinion on the clinical importance of Leqembi for Alzheimer's patients and their families and caregivers, obstacles for uptake remain, including lack of a blood-based diagnostic, infusion centre availability, burden of dose frequency, and a launch primarily presided over by an inexperienced Tokyo-based pharmaceutical company. All of which pressured the share price of Biogen in the reported period. As the calendar turned from 2024 to 2025 and uptake for Leqembi still did not inflect and we exited the stock.

Pharmaceutical brand names rarely become part of popular culture, but Novo Nordisk has recently succeeded with two, Ozempic and Wegovy, joining the ranks such as Viagra and Lipitor. With the immense popularity and insatiable demand for these drugs, the share price enjoyed similar popularity, rising over 30% since the beginning of 2024 and peaking above 1,000 Danish Kroner in late June 2024. However, a series of idiosyncratic, negative events conspired to re-rate the stock lower. First, a solid but less-than-perfect second quarter report in August 2024 exacerbated a macro sell-off that had commenced in late July 2024. Second, in late September 2024, when the company announced Phase II data for monlunabant, a novel CB1 inverse agonist, the company's lead oral asset in the obesity space. The positive trial was sufficient for Novo Nordisk to advance the agent into the next stage of clinical trials, but the reported efficacy and safety data disappointed investors. Third, the stock tumbled again after the third quarter report after the company CFO talked down consensus estimates for 2025. Fourth, the stock fell over 20% in late December after the company announced their next generation weight loss medication, CagriSema, did not reach the expected -25% threshold of weight loss in a pivotal trial. Finally, whilst demand for Wegovy proved to be largely insatiable since its approval and launch in the U.S. in 2021, the absence of a material inflection in prescriptions at the start of the calendar year 2025 prompted us to exit the stock.

The emerging biotech company, Apellis Pharmaceuticals has displayed all of the hallmarks of investing in a speculative Biotechnology company, with high rewards and high risks. The company developed Syfovre (pegcetacoplan injection), a first-in-class treatment for geographic atrophy, a specific form of progressive blindness. Its approval in early 2023 heralded a new treatment for a devastating disease for which there was no treatment - a breakthrough innovation - and the company's valuation soared to over U.S.$10 billion by mid-2023. However, a rare, unexpected, but serious side effect (ocular vasculitis) leading to irreversible blindness emerged in real world use. European approval was subsequently denied. Concerns around the magnitude of visual acuity benefit relative to the risk of ocular vasculitis, in combination with pressure from a competitor, led to slowing revenue growth for Syfovre over 2024. However, the fund believes there is still potential for Syfovre to be a blockbuster drug given the multi-billion dollar geographic atrophy market is underpenetrated. The company's market capitalisation at the end of March of less than U.S. $3 billion presents an attractive valuation.

DERIVATIVE STRATEGY

The Company has the ability to utilise equity swaps and options as part of its financial strategy. Equity swaps are a financial tool (a derivative contract) that allow for synthetic exposure to a single stock (Single Stock Equity Swaps) or a basket of single stocks (Equity Basket Swaps).

Equity basket swaps are typically constructed within a well-defined theme and basket facilitates management of the investment theme and tracking of performance. For example, having 15 to 50+ additional positions at smaller weights in the portfolio (i.e., non-core) is suboptimal. The equity basket swap contains multiple single stock long positions and the basket swap counterparty is Goldman Sachs, allowing for confidence in forward trading and rebalancing strategies.

The Company strategically invested in two customised tactical basket swaps, targeting growth opportunities in undervalued small and mid-capitalisation Biotechnology, Pharmaceutical and Medtech companies. These baskets were constructed to capitalise on two prevailing themes: 1) investment opportunities possessing considerable potential as attractive acquisition targets for larger corporations (M&A swap basket) and 2) substantial valuation dislocations in small and mid-capitalisation medical device companies brought about by the GLP-1 weight loss craze.

During the period under review, the equity basket swaps lost £41.3 million, which detracted 2.0% from performance. The losses were primarily attributed to the proprietary Biotechnology M&A Target Swap, which suffered from steep declines in the biotechnology sector towards the end of the financial year.

Throughout the year, the Company also used single stock equity swaps to access Chinese and Indian investments, which would otherwise be inaccessible through more traditional investment methods. During the period under review, single stock equity swaps contributed £1.1 million to performance, and we remain confident in the long-term prospects of emerging market securities, particularly those trading locally in mainland China.

LEVERAGE STRATEGY

Historically, the typical leverage level employed by the Company has been in the mid-to-high teens range. Considering the market volatility during the past four financial years, we have, more recently, used leverage in a more tactical fashion.

In the current financial year, we flexed leverage modestly in response to the economic climate, including in consideration of a putative recession earlier in the period and interest rate fluctuations and speculation. Through the middle of 2024, leverage was increased to the low-to-mid teens range, a reflection of our overall bullishness on the portfolio and a turn in biotechnology stocks. As we approached November 2024, we lowered leverage to 11% owing to the uncertainty of the U.S. Presidential election. Post-election, we levered up to high teens, given our assessment at the time that a Republican sweep was the optimal long-term outcome for the healthcare industry given the history of that party and healthcare and the positive impact of President Trump's first administration on the industry. However, the unexpected tumult created in Trump's first 100 days in office prompted us to lower leverage in three successive months, ultimately reaching 12.0% at the end of March 2025.

SECTOR DEVELOPMENTS

The largest - and most unexpected - development in the financial year was the election of Donald Trump to a second term, a Republican sweep of Congress, and the ripple effect of federal policy initiatives on both global markets and the healthcare industry. We had a more optimistic view on the implications of President Trump's election win and its impact on healthcare, and we still do, however the immediate fallout and resulting volatility was not anticipated by most investors.

In terms of ramifications of the new administration on healthcare, it is impossible not to start with the appointment and confirmation of Robert F. Kennedy Jr. as Secretary of Health and Human Services ("HHS"), the presiding federal agency responsible for protecting the health and well-being of all Americans and provides essential human services. Whilst we believed RFK Jr. would be part of President Trump's inner-circle post-election, we did not originally foresee his rise to the #1 healthcare seat in the country. His controversial views on healthcare and conspiracies on vaccines did not sit well with investors, who initially sold the sector late in 2024 after then President-elect Trump nominated him for HHS Secretary. However, since that time and through his February 2025 Senatorial confirmation, the rhetoric and commentary coming from RFK Jr has become much less controversial and, in some cases, constructive. It has become clear that his top priority is on food, food safety, nutrition, and obesity - putting the "F" back in FDA. One area of controversy he has not backed down on, however, is vaccines and vaccine safety, in particular paediatric vaccines. These views and potential legislative changes to clinical trial requirements, regulatory overview, and usage recommendations are negative and have created an overhang to the industry. We have, in turn, reduced exposure to vaccines in the portfolio to effectively zero as a result.

Meanwhile, U.S. FDA staffing cuts and the departure of some senior agency officials in early 2025 caused investor fears about potential drug approval delays to come to fore. That said, a look back at the drug approvals in 2024 and there was a near record number at 59. It is too early in the new administration to determine if the recent changes will have an adverse impact or not, but we are supportive of the new FDA Commissioner, Dr. Martin Makary a British-American surgeon, professor, author, and medical commentator. Dr. Makary's accomplishments as a researcher, clinician, and prolific author are numerous. We believe he will bring a pro-innovation platform to the FDA which could prove positive for new drug approvals, efficiency, and industry engagement.

Source: opinion of OrbiMed Advisors LLC

The situation of FDA leadership also took a turn at the end of March 2025, when the long time (and industry friendly) head of the Centre for Biologics Evaluation and Research ("CBER") announced his resignation. CBER is the Centre within FDA that regulates biological products for human use, such as vaccines, blood products, cell & gene therapies, tissues products and certain diagnostics. Dr. Peter Marks served as the Director of CBER since 2016, after joining the division in 2012. Whilst not completely unexpected, his departure was a disappointment for the industry and investors alike, as Dr. Marks had been a leading advocate for the advancement and approval of gene and cell therapies, a supporter of vaccine development and utilisation, played a pivotal regulatory role during the COVID pandemic, and was an unequivocal patient advocate. However, he openly disagreed with Robert F. Kennedy Jr.'s views on vaccines and openly said so in his public resignation letter.

Dr. Mark's replacement, Dr. Vinay Prasad, was named in May 2025. New to the FDA, Dr. Prasad has been an outspoken critic of both the Agency and the biopharmaceutical industry and rose in public prominence during the COVID pandemic with sharp criticism of the mandatory usage of COVID vaccines. Dr. Prasad's agenda for his new position had yet to be revealed at the time of publication but investor reaction to this news was decidedly negative as it was assumed that this appointment was a blow to innovation and a new headwind for biological drug development and new biologic launches. Whilst we wait for transparency about the course of CBER in the coming months, we do note that CBER has no regulatory authority on small molecules or antibodies. We would also pause and hope that Dr. Prasad, like Dr. Makary, may bring some progressive ideas to the Centre, such as novel benefit/risk analysis for new drugs, more appropriate checks and balances on the regulatory front, and new ways to bring new therapies for rare and severe diseases to market.

Whilst Biotech is largely insulated from the impact of tariffs, the prospect of potential tariffs still diminished investor enthusiasm for the bio-pharmaceutical sector generally. The month of March 2025 brought further weakness in the broader markets due to concerns about President Trump's tariff policies and a possible economic slowdown in the U.S. Through the first quarter reporting period of 2025, however, we have deduced from multiple company commentaries that the overall impact of tariffs - both those enacted and potentially industry specific - appear to be manageable and all companies are already undertaking mitigation strategies to reduce the potential impact of any future tariffs.

Tariffs on Canada, Mexico and China have had a de-minimis financial impact on pharmaceuticals whilst the impact from reciprocal China tariffs have been modestly greater. As of the authoring of this report, there were no concrete industry specific proposals. Nevertheless, industry participants have been engaging in numerous mitigation strategies, including stock piling inventory in the U.S., shuffling manufacturing to the U.S. wherever they can find capacity (both internal and external through contract manufacturing), and lowering operating expenses, where possible.

Pharmaceutical company executives have also been aggressively campaigning against any industry specific tariffs. Given the current global supply chain dynamics for the industry, tariffs on pharmaceutical manufacturing would likely result in supply disruption and drug shortages, adversely affecting both companies and patients alike. The industry has acknowledged President Trump's concern about some gaps in domestic manufacturing that may be of national importance. To that end, there has been support from both sides for the U.S. Department of Commerce initiated Section 232 investigation under the Trade Expansion Act, specifically examining the national security implications of pharmaceutical and pharmaceutical ingredient imports. This investigation aims to assess whether these imports pose a threat to U.S. national security. Many companies have also issued statements and commitments to investing and expanding manufacturing in the U.S., likely in hopes that President Trump's tariff threat is just a negotiating tactic. To that end, JNJ, Eli Lilly, Novartis, Roche, Abbvie, Merck, and Bristol-Myers Squibb have cumulatively pledged well in excess of U.S.$250 billion of investment in U.S. manufacturing and R&D.

Drug pricing rhetoric from the new administration has been equal parts concerning and opaque. Many headlines and quotes from President Trump have spooked investors on this issue. However, his executive order of 15 April 2025, entitled "President Donald J. Trump Announces Actions to Lower Prescription Drug Prices" was rather benign and builds off of policy and tactics that he endorsed during his previous administration, which we viewed much more industry friendly. Perhaps most importantly, it did not include a mandate to use "Most Favoured Nation" as a U.S. drug price reference system, which we would view as calamitous to the industry. Rather, there was a keen focus - in-line with pharma industry view - on rebate reform: "By addressing the influence of middlemen and promoting open competition, President Trump's actions aim to create a fairer prescription drug market that lowers costs and ensures accountability across the health care system". Another rallying cry from both sides is the call for other developed countries, most notably Europe, to "pay their fair share" for healthcare and pharmaceutical innovation, to raise drug prices to be more in-line with the U.S.

Nevertheless, President Trump did announce an executive order on 12 May 2025 calling for MFN pricing for drugs in the U.S., after teasing so just the week before. That said, this announcement was not entirely unexpected as it mirrored a similar executive order that Trump issued in September 2020 during his first administration - an order was overturned on procedural grounds and was never implemented. Whilst investors feared that Trump may be targeting the pharmaceutical industry with this legislation, he did not do so during the press conference where he signed this order. For example, Trump said he was not upset with the pharmaceutical industry but rather placed the blame on countries in Europe who were freeloading by not paying their fair share of research & development costs. He also praised Eli Lilly, for their innovation and newly announced investments in U.S. manufacturing.

There were few details in the executive order, but it did call for the Commerce secretary and US trade representative to make sure ex-US countries pay their fair share of pharmaceutical R&D (suggesting this could be part of the ongoing tariff negotiations with other countries). Additionally, it called for facilitation of direct-to-consumer sale of drugs at MFN prices and reimportation of drugs from low-cost countries (which is already permitted). Overall, we believe that this executive order does not have much teeth, as any significant changes mandating reference pricing to ex-US countries would require legislation by Congress - a near impossible task. One may even conclude that this was yet another negotiating tactic employed by President Trump. With fears stoked ahead of this event, pharma and biotech stocks rallied upon the formal announcement of this executive order. That said, we recognise that lingering MFN may create uncertainty in the minds of investors but that this uncertainty will gradually subside, just as it did in 2020.

Meanwhile in the U.S., the Inflation Reduction Act, a law passed in 2022 under the President Biden administration to lower drug pricing continues to move forward. In 2024, the government announced the final negotiated price for the first "List of 10" drugs on the Medicare list. Whilst the new prices will not take effect until 2026, the companies with the greatest exposure - Bristol-Myers Squibb, Pfizer, AstraZeneca, and JNJ - have described the impact as "manageable". The second "list" of drugs to be negotiated, now totalling 15, was published in January 2025 and did not contain any surprises.

Market reaction to IRA-related newsflow has become benign. On a positive front, Trump's executive order from April 2025 did call for the correction of the "Pill Penalty", a portion of the IRA in which exclusivity for biologic drugs was set at 13 years whilst for small molecules, only 9 years. We and others expected the new Trump administration to correct this aberration. Industry litigation against the government for harm induced by the IRA continues, but we had no material developments during the reported period.

OUTLOOK

Whilst the malaise that hung over the Biotechnology industry post-COVID has now evaporated, the market continues to struggle to refocus on the positive fundamentals of the bio-pharma space. The most recent macro conditions that presided over the final quarter of the reported financial year were an unfortunate continuation of an incessant, multi-year macro headwind that continues to obfuscate and undervalue an industry that continues to benefit from significant technological advancements and accelerating innovation in drug discovery and development. Across therapeutics, continuous advancements in genetic engineering, personalised medicine, and synthetic biology are fostering a robust pipeline of new therapies and treatments. Increased investment in early-stage science feeds long-term opportunities. Artificial intelligence and machine learning are already impacting all facets of the industry despite still being in their infancy. New product approvals are delivering a quantity and quality of medicines never seen before. The growing elderly demographic worldwide is driving demand for new healthcare solutions, particularly in areas such as cancer treatment, chronic disease management, and age-related health issues. Overall, the future of healthcare will remain robust and dynamic, driven by data, shaped by innovation, improving access and quality for patients on a global basis.

Sven H. Borho and Trevor M. Polischuk

OrbiMed Capital LLC

Portfolio Manager

10 June 2025

ABSOLUTE CONTRIBUTION BY INVESTMENT FOR THE YEAR ENDED 31 MARCH 2025

Principal contributors to and detractors from net asset value performance

				Contribution
Top five contributors			Contribution	per share
	Sector	Country	£'000	p
Boston Scientific	Healthcare Equipment & Supplies	United States	60,625	11.7
Intuitive Surgical	Healthcare Equipment & Supplies	United States	33,089	6.4
Tenet Healthcare	Healthcare Providers & Services	United States	20,869	4.0
Natera	Life Sciences Tools & Services	United States	17,799	3.4
Argenx	Biotechnology	Netherlands	16,505	3.2

				Contribution
Top five detractors			Contribution	per share
	Sector	Country	£'000	p
Apellis Pharmaceutical	Biotechnology	United States	(23,988)	-4.6
Merck*	Pharmaceuticals	United States	(25,861)	-5.0
Evolent Health*	Healthcare Providers & Services	United States	(27,970)	-5.4
Biogen*	Biotechnology	United States	(32,352)	-6.2
Novo Nordisk*	Pharmaceuticals	Denmark	(50,692)	-9.8

* Not held at 31 March 2025

ENVIRONMENTAL, SOCIAL AND GOVERNANCE AND CLIMATE CHANGE

ORBIMED'S APPROACH TO ESG

The Company's Portfolio Manager, OrbiMed, is guided by its Responsible Investing Policy in its approach to integrating environmental, social and governance ("ESG") issues into its investment processes. The Portfolio Manager seeks to invest in innovative healthcare companies that are working towards addressing significant unmet medical needs, across biopharmaceuticals, medical devices, diagnostics, and healthcare services sectors, globally.

OrbiMed believes that there is a high congruence between companies that seek to act responsibly and those that succeed in building long-term shareholder value. The Portfolio Manager seeks to integrate ESG into the overall investment process, with the objective of maximising investment returns. Investment decisions are based on a variety of financial and non-financial company factors, including ESG information. The Portfolio Manager has appointed a Director - ESG to oversee the integration of ESG analysis.

As a responsible investor, OrbiMed negatively screens potential investments and business sectors that may objectively lead to negative impacts on public health or wellbeing. The importance of robust governance and social safeguards in healthcare has grown significantly; regulators and investors are increasingly scrutinising financially material ESG issues such as clinical trial transparency, equitable access to therapies, and pricing practices. Governance issues, including board structure and executive pay, are also financially relevant. For companies that do not have a manufacturing capability and focus on drug discovery and development, environmental factors such as greenhouse gas ("GHG") emissions are not generally regarded as financially material. The Portfolio Manager generally utilises healthcare sector-specific guidance from the Sustainability Accounting Standards Board ("SASB") and in-house analysis to guide its selection of material ESG factors as part of its investment research.

Healthcare and life sciences sectors are highly regulated globally. Regulation is well-established across developed markets and emerging markets for the sector. To that end, OrbiMed considers compliance with local laws and regulations as one of the factors in its investment evaluation. Depending on the investment, all or a subset of the ESG factors that are financially material and relevant are considered in OrbiMed's research.

MONITORING AND ENGAGEMENT

OrbiMed utilises ESG scores for public equity holdings from third-party service providers. To supplement the information from the third-party service providers, OrbiMed also conducts proprietary analysis on ESG performance. The scores from the third-party service providers are integrated with OrbiMed's analysis onto a business intelligence platform via a programming interface, for regular monitoring.

The Portfolio Manager also generally engages on a regular basis with its portfolio companies through meetings with management, proxy voting, and in some cases, through board representation.

OrbiMed's analysts track financially material ESG information such as safety of clinical trials, drug safety, product safety, ethical marketing, call-backs and other materially relevant factors. As part of these efforts, OrbiMed engages with companies directly or through brokers, and facilitates dialogue and an exchange of leading practices among investors, companies, and other relevant experts on ESG in the healthcare sector.

Between 1 April 2024 and 31 March 2025, a total of 235 proposals were subject to a vote within the Company's portfolio. Of these, 234 were management proposals and 1 was a shareholder proposal.

ORBIMED VOTING DURING THE YEAR ENDED 31 MARCH 2025

Proposed by	Total number of		Voted	Votes abstained/
	proposals	Voted for	against	withheld
Management	234	192	36	6
Shareholder	1	0	1	0

Most proposals focused on director elections (94), auditor appointments (10), and executive compensation (15). There were no management or shareholder proposals referring to ESG that came to vote. The Portfolio Manager provides a periodic update to the Board on ESG, including the evolving regulatory landscape in different regions.

Sven H. Borho and Trevor M. Polischuk

OrbiMed Capital LLC

Portfolio Manager

10 June 2025

STRATEGIC REPORT/BUSINESS REVIEW

The Strategic Report, on pages 1 to 43 of the Annual Report, contains a review of the Company's business model and strategy, an analysis of its performance during the financial year and its future developments and details of the principal risks and challenges it faces. Its purpose is to inform shareholders in the Company and help them to assess how the Directors have performed their duty to promote the success of the Company.

The Strategic Report contains certain forward-looking statements. These statements are made by the Directors in good faith based on the information available to them up to the date of this report. Such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying such forward-looking information.

BUSINESS MODEL

Worldwide Healthcare Trust PLC is an externally managed investment trust. Its shares are admitted to the closed-ended investment funds category of the FCA's Official List and to trading on the main market of the London Stock Exchange.

The purpose of the Company is to achieve a high level of capital growth for its shareholders by offering a single investment that provides exposure to the global healthcare sector. This is achieved through a diversified portfolio of shares in pharmaceutical, biotechnology and other healthcare related companies.

The Company's investment objective and policy are detailed on pages 8 and 9 of the Annual Report.

The Company's strategy focuses on creating shareholder value by meeting its investment objective.

As an externally managed investment trust, the Company outsources all day-to-day management and administrative functions. Consequently, it has no executive directors, employees or internal operations. The Company engages the following key service providers: Frostrow Capital LLP ("Frostrow") as its Alternative Investment Fund Manager ("AIFM"); OrbiMed Capital LLC ("OrbiMed") as its Portfolio Manager; J.P. Morgan Europe Limited as its Depositary; and J.P. Morgan Securities LLC as its Custodian and Prime Broker. Further details about these appointments can be found in the Business Review.

The Board retains responsibility for all aspects of the Company's affairs, including:

· Setting and monitoring the investment strategy;

· Reviewing investment performance and policy; and

· Overseeing strategic matters such as dividend policy, share issuance and buybacks, gearing, share price monitoring, and corporate governance.

The Company qualifies as an investment company under Section 833 of the Companies Act 2006 and has been approved by HM Revenue & Customs as an investment trust under Section 1158 of the Corporation Tax Act 2010. This approval exempts the Company from taxation on capital gains. The Directors have no reason to believe that this status will not be maintained. Additionally, the Company is not considered a close company for taxation purposes.

CONTINUATION OF THE COMPANY

A resolution was passed at the Annual General Meeting ("AGM") held in 2024 that the Company continues as an investment trust for a further five year period. In accordance with the Company's Articles of Association, shareholders will have an opportunity to vote on the continuation of the Company at this year's AGM and every five years thereafter.

THE BOARD

The Board of the Company comprises Doug McCutcheon (Chair), Sven Borho, Sian Hansen, William Hemmings, Tim Livett, Jo Parfrey and Dr Bina Rawal. With the exception of Sian Hansen and William Hemmings, all of these Directors served throughout the year. All are independent non-executive Directors with the exception of Sven Borho who is not considered to be independent by the Board.

All Directors, are seeking election or re-election by shareholders at this year's AGM.

DIVIDEND POLICY

It is the Company's policy to pay out dividends to shareholders at least to the extent required to maintain investment trust status for each financial year. Such dividends will typically be paid twice a year by means of an interim dividend and a final dividend.

COMPANY PROMOTION

The Company has appointed Frostrow to provide marketing and investor relations services, in the belief that a well-marketed investment company is more likely to grow over time, have a more diverse and stable shareholder register and trade at a superior rating to its peers.

Frostrow actively promotes the Company in the following ways:

Engaging regularly with institutional investors, discretionary wealth managers and a range of execution-only platforms: Frostrow regularly talks and meets with institutional investors, discretionary wealth managers and execution-only platform providers to discuss the Company's strategy and to understand any issues and concerns, covering both investment and corporate governance matters;

Making Company information more accessible: Frostrowworks to raise the profile of the Company by targeting key groups within the investment community, holding annual investment seminars, overseeing PR output and managing the Company's website and wider digital offering, including Portfolio Manager videos and social media;

Disseminating key Company information: Frostrowperforms the Investor Relations function on behalf of the Company and manages the investor database. Frostrow produces all key corporate documents, distributes monthly Fact Sheets, the Interim and Annual Report and updates from OrbiMed on portfolio and market developments; and

Monitoring market activity, acting as a link between the Company, shareholders and other stakeholders: Frostrowmaintains regular contact with sector broker analysts and other research and data providers, and conducts periodic investor perception surveys, liaising with the Board to provide up-to-date and accurate information on the latest shareholder and market developments.

KEY PERFORMANCE INDICATORS ("KPIs")

The Board assesses the Company's performance in meeting its objectives against KPI's as follows. The KPI's have not changed from the previous year:

· Net asset value ("NAV") per share total return* against the Benchmark;

· Discount/premium of share price to NAV per share*; and

· Ongoing charges*.

* Alternative Performance Measure (see Glossary)

Information on the Company's performance is provided in the Statement from the Chair and the Portfolio Manager's Review and a record of these measures is shown on pages 1, 2 and 3 of the Annual Report. Further information can be found in the Glossary.

NAV per share total return* against the Benchmark

The Directors regard the Company's NAV per share total return as being the overall measure of value delivered to shareholders over the long term. This reflects both net asset value growth of the Company and dividends paid to shareholders.

The Board considers the most important comparator, against which to assess the NAV per share total return performance, to be the MSCI World Health Care Index measured on a net total return, sterling adjusted basis (the 'Benchmark'). OrbiMed has flexibility in managing the investments and are not limited by the make up of the Benchmark. As a result, investment decisions are made that differentiate the Company from the Benchmark and therefore the Company's performance may also be different from that of the Benchmark.

A full description of performance during the year under review is contained in the Portfolio Manager's Review.

Share price discount/premium to NAV per share*

The share price discount/premium to the NAV per share is considered a key indicator of performance as it impacts the share price total return of shareholders and can provide an indication of how investors view the Company's performance and its Investment Objective.

Ongoing charges*

The Board continues to be conscious of expenses and works hard to maintain a balance between good quality service and costs.

As at 31 March 2025 the ongoing charges figure was 0.8% (2024: 0.9%).

* Alternative Performance Measure (See Glossary).

PRINCIPAL SERVICE PROVIDERS

The principal service providers to the Company are: the AIFM, Frostrow; the Portfolio Manager, OrbiMed; the Custodian and Prime Broker J.P. Morgan Securities LLC; and the Depositary, J.P. Morgan Europe Limited. Details of their key responsibilities follow and further information on their contractual arrangements with the Company are included in the Report of the Directors.

Alternative investment fund manager ("AIFM")

Frostrow under the terms of its AIFM agreement with the Company provides, inter alia, the following services:

· oversight of the portfolio management function delegated to OrbiMed;

· portfolio administration and valuation;

· risk management services;

· marketing and shareholder services;

· share price discount and premium management;

· administrative and secretarial services;

· advice and guidance in respect of corporate governance requirements;

· maintenance of the Company's accounting records;

· maintenance of the Company's website;

· preparation and dispatch of annual and half-year reports (as applicable) and monthly fact sheets; and

· ensuring compliance with applicable legal and regulatory requirements.

During the year, under the terms of the AIFM Agreement, Frostrow received a fee as follows:

On market capitalisation up to £150 million: 0.3%; in the range £150 million to £500 million: 0.2%; in the range £500 million to £1 billion: 0.15%; in the range £1 billion to £1.5 billion: 0.125%; over £1.5 billion: 0.075%. In addition, Frostrow receives a fixed fee per annum of £57,500.

Portfolio manager

OrbiMed under the terms of its portfolio management agreement with the AIFM and the Company provides, inter alia, the following services:

· the seeking out and evaluating of investment opportunities;

· deciding on the manner by which monies should be invested, disinvested, retained or realised;

· advising on how rights conferred by the investments should be exercised;

· analysing the performance of investments made; and

· advising the Company in relation to trends, market movements and other matters which may affect the investment objective and policy of the Company.

OrbiMed receives a base fee of 0.65% of NAV and a performance fee of 15% of outperformance against the Benchmark as detailed on page 47 of the Annual Report.

Depositary, custodian and prime broker

J.P. Morgan Europe Limited acts as the Company's Depositary and J.P. Morgan Securities LLC as its Custodian and Prime Broker.

J.P. Morgan Europe Limited, as Depositary, must take reasonable care to ensure that the Company is managed in accordance with the Financial Conduct Authority's Investment Funds Sourcebook, the AIFMD and the Company's Articles of Association. The Depositary must in the context of this role act honestly, fairly, professionally, independently and in the interests of the Company and its shareholders.

The Depositary receives a variable fee based on the size of the Company as set out on pages 47 and 48 of the Annual Report.

J.P. Morgan Europe Limited has discharged certain of its liabilities as Depositary to J.P. Morgan Securities LLC. Further details of this arrangement are set out on page 48 of the Annual Report. J.P. Morgan Securities LLC, as Custodian and Prime Broker, provides the following services under its agreement with the Company:

· safekeeping and custody of the Company's custodial investments and cash;

· processing of transactions;

· provision of an overdraft facility. Assets up to 140% of the value of the drawn overdraft can be taken as collateral. See page 91 of the Annual Report for further details; and

· foreign exchange services.

AIFM AND PORTFOLIO MANAGER EVALUATION AND RE-APPOINTMENT

The performance of the AIFM and the Portfolio Manager is reviewed continuously by the Board and the Management Engagement & Remuneration Committee (the "Committee") with a formal evaluation being undertaken each year. As part of this process, the Committee monitors the services provided by the AIFM and the Portfolio Manager and receives regular reports and views from them. The Committee also receives comprehensive performance measurement reports to enable it to determine whether or not the performance objectives set by the Board have been met. The Committee reviewed the appropriateness of the appointment of the AIFM and the Portfolio Manager in March 2025 with a positive recommendation being made to the Board.

The Board believes the continuing appointment of the AIFM and the Portfolio Manager is in the interests of shareholders as a whole. In coming to this decision, it took into consideration, inter alia, the following:

· the quality of the service provided and the depth of experience of the company management, company secretarial, administrative and marketing team that the AIFM allocates to the management of the Company; and

· the quality of the service provided and the quality and depth of experience allocated by the Portfolio Manager to the management of the portfolio and the long-term performance of the portfolio in absolute terms and by reference to the Benchmark.

RISK MANAGEMENT

The Board is responsible for the management of risks faced by the Company. Through delegation to the Audit & Risk Committee, the Board has established procedures to manage risk, to review the Company's internal control framework and establish the level and nature of the principal risks the Company is prepared to accept in order to achieve its long-term strategic objective. At least twice a year the Audit & Risk Committee carries out a robust assessment of the principal risks and uncertainties with the assistance of Frostrow (the Company's AIFM) identifying the principal risks faced by the Company. These principal risks and the ways they are managed or mitigated are detailed in the Strategic Report. Further details on financial risks and exposure to them is included in note 16.

Principal risks and uncertainties	Mitigation
Market risks
Systematic market risks By the nature of its activities, the Company's portfolio is exposed to fluctuations in market price (both individual security prices and FX rates) and due to exposure to the global healthcare sector, it is expected to have higher volatility than the wider market. As such investors should be aware that by investing in the Company they are exposing themselves to market risks and those additional risks specific to the sectors in which the Company invests, such as political interference in drug pricing.	While this risk is accepted as inherent to the nature of the Company's objective the Board monitor exposures and ensure that the risk is adequately disclosed to investors. In addition, the Board and the AIFM have appointed OrbiMed to manage the portfolio within the remit of the investment objective and policy, and imposed various limits and guidelines, set out on pages 8 and 9 of the Annual Report. These limits ensure that the portfolio is diversified, reducing the risks associated with individual stocks, and that the maximum exposure (through derivatives and an overdraft facility) is limited. The compliance with those limits and guidelines is monitored daily by Frostrow and OrbiMed and reported to the Board monthly.
Discount risk The Company is exposed to the risk that, particularly in periods when the investment strategy or its implementation underperforms, it may become less attractive to investors. This could lead to reduced demand for the Company's shares, resulting in a widening of the discount between the share price and the Net Asset Value (NAV) per share. Persistent underperformance, or a lack of clear communication regarding the Company's strategy and positioning, may contribute to negative market sentiment. This can, in turn, affect shareholder confidence and trading liquidity.	In managing this risk the Board: · reviews the Company's Investment Objective and performance in relation to market, and economic, conditions and the operation of the Company's peers; · actively seeks to promote the Company to current and potential investors and have appointed Quill PR to assist with this; and · has implemented an active discount/premium control mechanism. Frostrow have been appointed to provide Investor relations and Company promotional activities. They report to the Board at each Board meeting on these activities. Further information on these activities can be found on page 30 of the Annual Report.
Strategic risks
Active Management Risk The appointment of a Portfolio Manager with a high-conviction, actively managed investment style, while potentially enhancing long-term returns, can result in higher portfolio volatility and returns diverging from those of the Benchmark. Such divergence may not align with shareholder expectations for performance consistency relative to the Benchmark and could contribute to share price discount volatility or investor dissatisfaction.	The Board conducts regular and detailed performance reviews of the Portfolio Manager assessing both absolute and relative returns over appropriate time horizons. The investment performance and portfolio is monitored at each Board meeting with scrutiny on performance, concentration, sector weightings, and volatility metrics. The Board on at least an annual basis reviews, and considers, the appointment of the Portfolio Manager to ensure the Portfolio Managers approach aligns with the Company's long-term strategic objectives and shareholder interests. The Company's communications and marketing strategy materials seek to outline the high-conviction, unconstrained nature of the investment approach.
Macro economic risk, Geopolitical and regulatory risks The Company's performance may be adversely affected by macroeconomic instability, geopolitical tensions, and changes in global regulatory or fiscal policy. Such risks can lead to market volatility, shifts in investor sentiment, currency fluctuations, and disruptions to the business models of underlying portfolio companies. The appointment of the new U.S. administration may introduce material uncertainty, particularly in relation to healthcare policy, trade relationships, taxation, and regulatory oversight. Given the portfolio's substantial exposure to U.S.-domiciled healthcare companies, political intervention - including reforms to drug pricing, regulatory approval processes, or public healthcare funding - could materially impact the valuations and earnings outlook of certain holdings. Further risks include: · Geopolitical conflict or rising protectionism, which may disrupt supply chains, affect cross-border investment flows, or trigger volatility in global equity markets; · Deteriorating diplomatic or trade relationships between key economies, which may indirectly impair the operating environment for the Company's portfolio companies; · Rising levels of cybercrime, particularly where healthcare companies are targeted for sensitive commercial or patient data, potentially leading to operational or reputational damage; · Emerging market exposure, which introduces heightened political risk, legal and regulatory unpredictability, and currency instability.	While macroeconomic and geopolitical events remain outside the direct control of the Company, the Board conducts regular reviews of the broader economic, political, and regulatory environment, in close consultation with the Portfolio Manager. Particular attention is paid to emerging developments that may materially impact the healthcare sector or the geographies in which the portfolio is invested. The Board monitors the execution of the Company's investment strategy in the context of long-term objectives and the evolving risk landscape. This includes reviewing portfolio exposures to specific countries, sectors, and currencies, particularly in relation to areas of heightened geopolitical tension such as the Asia Pacific region, and in light of potential risks stemming from trade disputes, tariffs, or regulatory reform - including those under the new U.S. administration. The Portfolio Manager's risk team undertakes systematic risk analysis, including ongoing monitoring of country-specific, sector-specific, and issuer-level risks. In addition, the Board is supported by a specialist Alternative Investment Fund Manager (AIFM) and Company Secretary, who provide regular updates on market developments, industry regulation, and relevant legislative or tax changes, enabling timely and informed oversight.
Leverage Risk The Company permits the use of gearing to enhance capital growth. While day-to-day decisions on leverage levels are delegated to the Portfolio Manager (OrbiMed) within Board-approved limits, the strategic setting of these parameters involves balancing the potential for enhanced returns with the risk of amplified losses during market downturns. An inappropriate leverage policy could misalign with shareholder expectations, increase volatility, or result in underperformance relative to the Benchmark.	The Board periodically reviews the Company's leverage limits in consultation with the AIFM and Portfolio Manager, considering market conditions, risk tolerance, and long-term strategic objectives.
Activism Risk The increasing visibility of activist investors on investment trust share registers poses a potential governance and strategic risk. Activists may seek to influence the Company's investment policy, fee structure, share buyback programme, or strategic direction, which may not align with the Company's long-term objective or those of other shareholders.	In monitoring this risk the Board: · discusses at each Board meeting the Company's future development and strategy; · reviews the shareholder register at each Board meeting; · has implemented an active discount/premium control mechanism; · both the Chair and SID make themselves available to meet with major shareholders, if requested; and, · all Directors attend the AGM are available to answer any questions, and discuss any matters, with shareholders. Frostrow and OrbiMed maintains regular and transparent communication with shareholders. Feedback from shareholders, including any shareholder concerns, are provided to each board meeting.
Investment risks
Performance risks OrbiMed's approach is expected to result in performance that deviates meaningfully from market indices and other healthcare-focused investment companies. While this style may enhance long-term returns, it can also lead to periods of significant under- or outperformance relative to comparators. In addition, the Company employs leverage, both through the use of derivatives and traditional gearing. While leverage is intended to enhance returns, it also increases the Company's exposure to market movements, thereby amplifying both gains and losses. In periods of market volatility or adverse performance, the use of leverage may increase the risk of capital loss and contribute to greater net asset value volatility.	To manage this risk the Board monitor the portfolio (both performance and composition) and compliance with the stated limits and on an, at least, annual basis consider the re-appointment of the Portfolio Manager. Investment performance is a primary discussion item at all Board meetings. OrbiMed reports at each Board meeting on the performance of the Company's portfolio, which encompasses the rationale for stock selection decisions, the make-up of the portfolio, potential new holdings and, derivative activity and strategy (further details on derivatives can be found in note 16).
Unquoted investment risk The Company invests in unquoted companies with the objective of achieving enhanced long-term returns. However, these investments carry a higher degree of risk compared to quoted securities. Unquoted holdings are typically illiquid, meaning they may be more difficult to purchase, realise, or value accurately. As such, their valuations can be more volatile and subject to greater uncertainty than those of listed investments. Valuation of unquoted investments requires significant judgement and is conducted in accordance with the accounting policies set out in Note 1(a). There is a risk that exit proceeds may ultimately be materially lower than the valuations estimated by the Company. In addition, external events beyond the Company's control - including market conditions, political developments, or company-specific events - may significantly affect both the valuation of, and the Company's ability to exit from, these investments.	To mitigate this risk the Board and AIFM have set a limit of 10% of the portfolio, calculated at the time of investment, that can be held in unquoted investments and have established a robust and consistent valuation policy and process as set out in Note 1(b), which is in line with UK GAAP requirements and the International Private Equity and Venture Capital ("IPEV") Guidelines. The Board also monitors the performance of these investments compared to the additional risks involved.
ESG related risk Both the Board and the Portfolio Manager recognise the importance of maintaining a coherent and credible approach to environmental, social and governance ("ESG") considerations. There is a risk that failure to incorporate ESG factors effectively into the investment decision-making process could negatively impact long-term investment returns. Companies that disregard ESG issues may face regulatory, reputational, or operational challenges that could impair their financial performance. Furthermore, insufficient emphasis on ESG within the Company's investment framework may reduce its attractiveness to current and prospective shareholders, particularly as investor expectations and stewardship standards continue to evolve. A perceived lack of ESG integration could also affect the Company's inclusion in ESG-compliant investment mandates and indices.	The Portfolio Manager provides ESG reports at each Board meeting, highlighting examples where ESG issues influenced investment decisions and/or led to engagement with an investee company. The Portfolio Manager also produces a quarterly ESG update. The Board ensures that the Portfolio Manager's ESG approach is in line with standards elsewhere and the Board's expectations. A summary of the Portfolio Manager's approach to Responsible Investing can be found on page 28 of the Annual Report.
Operational risks
Counterparty risk In addition to market and foreign currency risks, discussed above, the Company is exposed to risk arising from the use of counterparties. If a counterparty were to fail, the Company could be adversely affected through either delay in settlement or loss of assets. The most significant counterparty the Company is exposed to is J.P. Morgan Securities LLC which is responsible for the safekeeping of the Company's assets and provides the overdraft facility to the Company. As part of the arrangements with J.P. Morgan Securities LLC they may take assets, up to 140% of the value of the drawn overdraft, as collateral and have first priority security interest or lien over all of the Company's assets. Such assets taken as collateral may be used, loaned, sold, rehypothecated or transferred by J.P. Morgan Securities LLC. Although the Company maintains the economic benefit from the ownership of those assets it does not hold any of the rights associated with those assets. Any of the Company's assets taken as collateral are not covered by the custody arrangements provided by J.P. Morgan Securities LLC. The Company is, however, afforded protection in accordance with SEC rules and U.S. legislation equal to the value of the assets that have been rehypothecated.	This risk is managed by the Board through: · reviews of the arrangements with, and services provided by, the Depositary and the Custodian and Prime Broker to ensure that the security of the Company's assets is being maintained. Legal opinions are sought, where appropriate, as part of this review. Also, the Board regularly monitors the credit rating of the Company's Custodian and Prime Broker; · monitoring of the assets taken as collateral (further details can be found in note 16); · reviews of OrbiMed's approved list of counterparties, the Company's use of those counterparties and OrbiMed's process for monitoring, and adding to, the approved counterparty list; · monitoring of counterparties, including reviews of internal control reports and credit ratings, as appropriate; · by primarily investing in markets that operate DVP (Delivery Versus Payment) settlement. The process of DVP mitigates the risk of losing the principal of a trade during the settlement process; and · J.P. Morgan Securities LLC is subject to regular monitoring by J.P. Morgan Europe Limited, the Company's Depositary, and the Board receives regular reports from J.P. Morgan Europe Limited.
Service provider risk The Company is reliant on the systems of its service providers to run its business and as such disruption to, or a failure of, those systems could lead to a failure to comply with law and regulations leading to reputational damage and/ or financial loss. Given the reliance on connected systems by the Company's service provider cyber risks are considered to be heightened currently.	To manage these risks the Board: · receives a monthly compliance report from Frostrow, which includes, inter alia, details of compliance with applicable laws and regulations; · reviews internal control reports, key policies, including measures taken to combat cyber security issues, and also the disaster recovery procedures of its service providers; · maintains a risk matrix with details of risks the Company is exposed to, the controls relied on to manage those risks and the frequency of the controls operation; · receives updates on pending changes to the regulatory and legal environment and progress towards the Company's compliance with these; and · has considered the increased risk of cyber-attacks and received reports and assurance at meetings with its service providers where the information security controls in place were reviewed.

Emerging risks

The Company has carried out a robust assessment of its emerging risks, and the procedures in place to identify and monitor them are described below. The International Risk Governance Council defines an 'emerging' risk as one that is new, or a known risk appearing in a new or unfamiliar context, or under new contextual conditions (i.e. re-emerging). Failure to identify emerging risks may result in reactive responses rather than proactive management and, in extreme cases, could render the Company unviable or force a fundamental change to its structure, objective, or strategy.

The Audit & Risk Committee reviews a risk schedule at its half-yearly meetings. Emerging risks are discussed during these sessions and are also considered on an ongoing basis to ensure that both new and evolving risks are identified and, where practicable, mitigated.

The Audit & Risk Committee continues to monitor and assess the following key emerging risks:

· Technological disruption in global healthcare markets, including the impact of artificial intelligence, precision medicine, and digital health platforms;

· Evolving ESG expectations and regulatory standards, particularly relating to climate disclosure, social impact, and governance frameworks;

· Cybersecurity threats affecting the Company's service providers and/or portfolio companies, particularly relating to the protection of sensitive medical or patient data;

· Long-term changes in global healthcare policy, public funding models, and innovation frameworks, especially in the U.S. and emerging markets; and

· Potential long-term impacts of tariffs and trade barriers, which may arise from protectionist policy shifts or the deterioration of trade relationships. These could disrupt pharmaceutical and biotechnology supply chains, impact cross-border investment flows, and raise input costs for portfolio companies, thereby adversely affecting operating margins and investment returns over time.

The Committee recognises that such risks can also present opportunities for companies that adapt early, and it remains alert to both the threats and potential strategic implications they may pose.

DISCOUNT/PREMIUM CONTROL

The Board undertakes a regular review of the level of discount/premium and consideration is given to ways in which share price performance may be enhanced, including the effectiveness of marketing, share issuance and share buybacks, where appropriate.

It is the Board's policy to buy back the Company's shares if the share price discount to the net asset value per share exceeds 6% on an ongoing basis. Shares repurchased are held as treasury shares. Treasury shares can be sold back to the market at a later date at a premium to the cum-income net asset value per share (See Glossary). Shareholders should note, however, that it remains very possible for the discount to be greater than 6% for extended periods of time particularly when sentiment towards the Company, the sector and to investment trusts generally remains poor.

While buybacks may prove unable to prevent the discount from widening, they also enhance the net asset value per share for remaining shareholders and go some way to dampening discount volatility which can adversely affect investors' risk adjusted returns.

At times when there are unsatisfied buying orders for the Company's shares in the market, the Company has the ability to issue new shares or to re-issue treasury shares at a small premium to the cum income net asset value per share. This acts as an effective share price premium management tool.

SOCIAL, HUMAN RIGHTS AND ENVIRONMENTAL MATTERS

The Directors, through the Company's Portfolio Manager, encourage companies in which investments are made to adhere to best practice with regard to corporate governance. In light of the nature of the Company's business there are no relevant human rights issues and the Company does not have a human rights policy.

The Company recognises that social and environmental issues can have an effect on some of its investee companies.

The Company is an investment trust and so its own direct environmental impact is minimal. As an externally-managed investment trust, the Company does not have any employees or maintain any premises, nor does it undertake any manufacturing or other physical operations itself. All its operational functions are outsourced to third party service providers. Therefore, the Company has no material, direct impact on the environment or any particular community and the Company itself has no environmental, human rights, social or community policies. The Board of Directors consists of seven Directors, five of whom are resident in the UK, one in Canada and one in the U.S. The Board holds the majority of its regular meetings in the UK, with usually one meeting held each year in New York, and has a policy that travel, as far as possible, is minimal, thereby minimising the Company's greenhouse gas emissions. Further details concerning greenhouse gas emissions can be found within the Report of the Directors. Video conferencing has proved to be a very effective way of holding meetings, and this medium continues to be used alongside in person meetings.

The Portfolio Manager engages with the Company's underlying investee companies in relation to their corporate governance practices and the development of their policies on social, community and environmental matters.

INTEGRITY AND BUSINESS ETHICS

The Company is committed to carrying out business in an honest and fair manner with a zero-tolerance approach to bribery, tax evasion and corruption. As such, policies and procedures are in place to prevent this. In carrying out its activities, the Company aims to conduct itself responsibly, ethically and fairly, including in relation to social and human rights issues.

The Company believes that high standards of ESG make good business sense and have the potential to protect and enhance investment returns. The Portfolio Manager's investment criteria provide that ESG and ethical issues are taken into account and best practice is encouraged by the Board. The Board's expectations are that its principal service providers have appropriate governance policies in place.

TASKFORCE FOR CLIMATE-RELATED FINANCIAL DISCLOSURES ("TCFD")

The Company notes the TCFD recommendations on climate-related financial disclosures. The Company is an investment trust with no employees, internal operations or property and, as such, it is exempt from the Listing Rules requirement to report against the TCFD framework.

GOING CONCERN

The financial statements have been prepared on a going concern basis. The Directors consider this is the appropriate basis as the Company has adequate resources to continue in operational existence for the foreseeable future, being taken as 12 months from the date of approval of this report on 10 June 2025. The Company's shareholders are asked every five years to vote for the continuation of the Company, this will next be put to shareholders at the Annual General Meeting to be held in 2029. The content of the Company's portfolio, trading activity, the Company's cash balances and revenue forecasts, and the trends and factors likely to affect the Company's performance are reviewed and discussed at each Board meeting. The Board has considered a detailed assessment of the Company's ability to meet its liabilities as they fall due, including stress and liquidity tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity, on the Company's net asset value, its cash flows and its expenses. Further information is provided in the Audit & Risk Committee Report.

Based on the information available to the Directors at the date of this report, including the results of these stress tests, the conclusions drawn in the Viability Statement below, the Company's cash balances, and the liquidity of the Company's listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months and that, accordingly, it is appropriate to continue to adopt the going concern basis in preparing the financial statements.

VIABILITY STATEMENT

The Directors have assessed the Company's position and prospects, including consideration of the Company's principal risks, and have formed a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the next five financial years. The Board has chosen a five-year horizon in view of both the long-term outlook adopted by the Portfolio Manager when making investment decisions and also the investment horizon adopted by investors.

To make this assessment, the Audit & Risk Committee has considered the Company's financial position, its ability to liquidate the portfolio and to meet its liabilities as they fall due. The following points were noted:

· The portfolio is comprised principally of investments traded on major international stock exchanges. Based on recent market volumes 80.7% of the current portfolio could be liquidated within one trading day. There is no current expectation that the nature of the investments held within the portfolio will be significantly different in future.

· The Board has considered the viability of the Company under various scenarios, including periods of stock market and economic volatility, and concluded that it would expect to be able to ensure the financial stability of the Company due, in large part, to having a diversified portfolio comprising principally of listed and readily realisable assets. As illustrated in note 16 to the financial statements, the Board has considered the following risks with appropriate sensitivity analysis having been undertaken: market risk (including foreign currency risk, interest rate risk and other price risk), liquidity risk and credit risk.

With an ongoing charges ratio of 0.8%, the expenses of the Company are predictable and modest in comparison with the assets and there are no known capital commitments which would alter that position.

· The Company has an overdraft facility which can be used to meet its liabilities. Details of the Company's current liabilities as at 31 March 2025 are set out in notes 10 and 12 to the financial statements.

· The Company has no employees. Therefore, it does not have redundancy or other employment related liabilities or responsibilities.

The Audit & Risk Committee, in addition to considering the potential impact of the Company's principal risks and various plausible downside scenarios, has made the following assumptions in considering the Company's longer-term viability:

· There will continue to be demand for investment trusts;

· The Portfolio Manager will continue to adopt a long-term view when making investments;

· The Company invests principally in the securities of listed companies traded on international stock exchanges to which investors will wish to continue to have exposure;

· Shareholders will vote for the continuation of the Company at the Annual General Meeting to be held in 2029 and at five-year intervals thereafter;

· Due to the closed-ended nature of the Company, unlike open-ended funds, it does not have to sell investments when shareholders wish to sell their shares;

· The Company will continue to be able to fund share buybacks when required. The Company bought back 51,310,528 shares in the year under review at a total cost of £176.5 million. It had shareholders' funds in excess of £1,687 million at the year end; and

· The long-term performance of the Company will continue to be satisfactory.

STAKEHOLDER INTERESTS AND BOARD DECISION-MAKING (SECTION 172 OF THE COMPANIES ACT 2006)

The Directors are required to explain more fully how they have discharged their duty under s172 of the Companies Act 2006 in promoting the success of the Company for the benefit of the members as a whole. This includes the likely consequences of the Directors' decisions in the long term and how they have taken wider stakeholders' needs into account.

The Directors aim to act fairly between the Company's stakeholders. The Board's approach to shareholder relations is summarised in the Corporate Governance Report. The Statement from the Chair provides an explanation of actions taken by the Directors during the year to achieve the Board's long-term aim of ensuring that the Company's shares trade at a price close to the NAV per share.

As an externally managed investment trust, the Company has no employees, customers, operations or premises. Therefore, the Company's key stakeholders (other than its shareholders) are considered to be its service providers. The need to foster business relationships with the service providers and maintain a reputation for high standards of business conduct are central to the Directors' decision-making as the Board of an externally managed investment trust. The Directors believe that fostering constructive and collaborative relationships with the Company's service providers will assist in their promotion of the success of the Company for the benefit of all shareholders.

The Board engages with representatives from its service providers throughout the year. Representatives from OrbiMed and Frostrow are in attendance at each Board meeting. As the Portfolio Manager and the AIFM respectively, the services they provide are fundamental to the long-term success and smooth running of the Company. The Statement from the Chair and also in the Business Review, describe relevant decisions taken during the year relating to OrbiMed and Frostrow. Further details about the matters discussed in Board meetings and the relationship between OrbiMed and the Board are set out in the Corporate Governance Report.

Representatives from other service providers are asked to attend Board meetings when deemed appropriate.

Further details are set out overleaf.

Stakeholder group	The benefits of engagement with the Company's stakeholders	How the board, the portfolio manager and the AIFM have engaged with the Company's stakeholders
Investors	Clear communication of the Company's strategy and the performance against the Company's objective can help the share price trade at a narrower discount or a premium to its net asset value per share which benefits shareholders. New shares can be issued to meet demand without net asset value per share dilution to existing shareholders. Increasing the size of the Company can benefit liquidity as well as spread costs. Share buybacks are undertaken at the discretion of the Directors.	The Portfolio Manager and Frostrow, on behalf of the Board, complete a programme of investor relations throughout the year. An analysis of the Company's shareholder register is provided to the Directors at each Board meeting along with marketing reports from Frostrow. The Board reviews and considers the marketing plans on a regular basis. Reports from the Company's broker are submitted to the Board on investor sentiment and industry issues. Key mechanisms of engagement include: · The Annual General Meeting, where the Portfolio Manager provides an update on the Company's performance and strategy. This is followed by a question and answer section. · The Company's website which hosts reports, articles and insights, and monthly fact sheets. · One-on-one and group investor meetings. · Should any significant votes be cast against a resolution proposed at the Annual General Meeting the Board will engage with shareholders. · The Board will explain in its announcement of the results of the Annual General Meeting any actions it intends to take to consult shareholders in order to understand the reasons behind any significant votes against. · If required, following any consultation, an update would be published no later than six months after the Annual General Meeting and the Annual Report will detail the impact shareholder feedback has had on any decisions the Board has taken and any actions or resolutions proposed.

What were the key areas of engagement?

What actions were taken, including main decisions?

Key areas of engagement with investors · Ongoing dialogue with shareholders concerning the strategy of the Company, performance and the portfolio.

· The Portfolio Manager and Frostrow meet regularly with shareholders and potential investors to discuss the Company's strategy, performance and portfolio. The Chair of the Board and the Senior Independent Director also met with key shareholders during the year to discuss corporate governance matters and also the Company's investment strategy. Frostrow and the Portfolio Manager engage with retail investors through a number of different channels: (i) The Company's website, which is maintained by Frostrow, contains articles, webinars and quarterly updates; (ii) A distribution list of shareholders (retail and professional) which is maintained by Frostrow and is used to communicate with investors on a regular basis; (iii) The Portfolio Manager provides annual presentations online - (webcasts) and offline (Annual General Meeting), which shareholders are able to attend and participate in; and (iv) Frostrow ensures that the Company is available through a wide range of leading execution only platforms.

Stakeholder group	The benefits of engagement with the Company's stakeholders	How the board, the portfolio manager andthe AIFM have engaged with the Company'sstakeholders
Portfolio Manager	Engagement with the Company's Portfolio Manager is necessary to evaluate their performance against the Company's stated strategy and to understand any risks or opportunities this may present. The Board ensures that the Portfolio Manager's environmental, social and governance ("ESG") approach is in line with standards elsewhere and the Board's expectations. Engagement also helps ensure that the Portfolio Manager's fees are closely monitored and remain competitive. Gaining a deeper understanding of the portfolio companies and their strategies as well as incorporating consideration of ESG factors into the investment process assists in understanding and mitigating risks of an investment as well as identifying future potential opportunities.	The Board met regularly with the Company's Portfolio Manager throughout the year. The Board also receives monthly performance and compliance reporting. The Portfolio Manager's attendance at each Board meeting provides the opportunity for the Portfolio Manager and Board to further reinforce their mutual understanding of what is expected from both parties. The Board encourages the Company's Portfolio Manager to engage with companies and in doing so expects ESG issues to be an important consideration. The Board receives an update on Frostrow's engagement activities by way of a dedicated report at Board meetings and at other times during the year as required.
Service Providers	The Company contracts with third parties for other services including: custody, company secretarial, accounting & administration and registrar. The Company ensures that the third parties to whom the services have been outsourced complete their roles in line with their service level agreements thereby supporting the Company in its success and ensuring compliance with its obligations.	The Board and Frostrow, acting in its capacity as AIFM, engage regularly with other service providers both in one-to-one meetings and via regular written reporting. This regular interaction provides an environment where topics, issues and business development needs can be dealt with efficiently and collegiately. The Board together with Frostrow also carried out a review of the service providers' business continuity plans and additional cyber security provisions. The review of the performance of the Portfolio Manager and Frostrow is a continuous process carried out by the Board and the Management Engagement & Remuneration Committee with a formal evaluation being undertaken annually.

What were the key areas of engagement?	What actions were taken, including main decisions?
Key areas of engagement with the Portfolio Manager on an ongoing basis are portfolio composition, performance, outlook and business updates.
· Regular review of the performance and make up of the investment portfolio. · The integration of ESG factors into the Portfolio Manager's investment processes.	· The Board engaged with the Portfolio Management team to discuss the Company's overall performance as well as developments in individual portfolio companies and wider macroeconomic developments. · The Portfolio Manager reports on ESG issues at each Board meeting.
Key areas of engagement with Service Providers
· The Directors have frequent engagement with the Company's other service providers through the annual cycle of reporting. This engagement is completed with the aim of maintaining an effective working relationship and oversight of the services provided.	· No specific action required as the reviews of the Company's service providers, have been positive and the Directors believe their continued appointment is in the best interests of the Company.
Key areas of engagement with the broker
· The Board is cognisant that the trading of the Company's shares at a persistent and significant discount or premium to the prevailing NAV per share is not in the interests of shareholders.	· Throughout the year the Board closely monitored the Company's discount/premium to NAV per share and received regular updates from the broker. 51,310,528 shares were bought back during the year, and a further 11,291,577 shares were bought back since the year end to 9 June 2025. No new shares were issued during the year, nor following the year end to 9 June 2025. (Please see the statement from the Chair for further information.)

PERFORMANCE AND FUTURE DEVELOPMENTS

A review of the Company's year, its performance and the outlook for the Company can be found in the Chair's Statement and in the Portfolio Manager's Review.

The Company's overall strategy remains unchanged.

LOOKING TO THE FUTURE

The Board concentrates its attention on the Company's investment performance and OrbiMed's investment approach and on factors that may have an effect on this approach. Marketing reports are given to the Board at each board meeting by the AIFM which include how the Company will be promoted and details of planned communications with existing and potential shareholders. The Board is regularly updated by the AIFM on wider investment trust industry issues and discussions are held at each Board meeting concerning the Company's future development and strategy.

A review of the Company's year, its performance since the year end and the outlook for the Company can be found in the Chair's Statement and in the Portfolio Manager's Review. It is expected that the Company's Strategy will remain unchanged in the coming year.

ALTERNATIVE PERFORMANCE MEASURES

The Financial Statements set out the required statutory reporting measures of the Company's financial performance. In addition, the Board assesses the Company's performance against a range of criteria which are viewed as particularly relevant for investment trusts, which are explained in greater detail in the Strategic Report, under the heading 'Key Performance Indicators'.

By order of the Board

Frostrow Capital LLP

Company Secretary

10 June 2025

REPORT OF THE DIRECTORS

The Directors present their Annual Report on the affairs of the Company together with the audited financial statements and the Independent Auditors' Report for the year ended 31 March 2025.

SIGNIFICANT AGREEMENTS

Details of the services provided under these agreements are included in the Strategic Report.

Alternative investment fund management agreement

Frostrow is the designated AIFM for the Company on the terms and subject to the conditions of the alternative investment fund management agreement between the Company and Frostrow (the "AIFM Agreement").

The notice period on the AIFM Agreement with Frostrow is 12 months, termination can be initiated by either party.

Details of the fee payable to Frostrow can be found in the Strategic Report.

Portfolio management agreement

Under the AIFM Agreement Frostrow has delegated the portfolio management function to OrbiMed, under a portfolio management agreement between it, the Company and Frostrow (the "Portfolio Management Agreement").

OrbiMed receives a periodic fee equal to 0.65% p.a. of the Company's NAV and a performance fee as set out in the Performance Fee section below. Its agreement with the Company may be terminated by either party giving notice of not less than 12 months.

Performance fee

Dependent on the level of long-term outperformance of the Company, OrbiMed is entitled to a performance fee. The performance fee is calculated by reference to the amount by which the Company's NAV performance has outperformed the Benchmark (see inside front cover for details of the Benchmark).

The fee is calculated quarterly by comparing the cumulative performance of the Company's NAV with the cumulative performance of the Benchmark since the launch of the Company in 1995. The performance fee amounts to 15.0% of any outperformance over the Benchmark. Provision is made within the daily NAV per share calculation as required and in accordance with generally accepted accounting standards.

In order to ensure that only sustained outperformance is rewarded, at each quarterly calculation date any performance fee payable is based on the lower of:

(i) The cumulative outperformance of the portfolio over the Benchmark as at the quarter end date; and

(ii) The cumulative outperformance of the portfolio over the Benchmark as at the corresponding quarter end date in the previous year

less any cumulative outperformance on which a performance fee has already been paid.

The effect of this is that outperformance has to be maintained for a twelve month period before it is paid.

As at 31 March 2025 no performance fees were accrued or payable (31 March 2024: £nil). Since the last performance fee was paid in 2021, the Company has underperformed its Benchmark and as such no performance fee has been provided for in the current or comparative year.

Depositary agreement

The Company appointed J.P. Morgan Europe Limited (the "Depositary") as its Depositary in accordance with the AIFMD on the terms and subject to the conditions of the Depositary agreement between the Company, Frostrow and the Depositary (the "Depositary Agreement").

Under the terms of the Depositary Agreement the Company has agreed to pay the Depositary a fee calculated at 1.75bp on net assets up to £150 million, 1.50 bps on net assets between £150 million and £300 million, 1.00bps on net assets between £300 million and £500 million and 0.50bps on net assets above £500 million.

The Depositary has delegated the custody and safekeeping of the Company's assets to J.P. Morgan Securities LLC (the "Custodian and Prime Broker") pursuant to a delegation agreement between the Company, Frostrow, the Depositary and the Custodian and Prime Broker (the "Delegation Agreement").

The Delegation Agreement transfers the Depositary's liability for the loss of the Company's financial instruments held in custody by the Custodian and Prime Broker to the Custodian and Prime Broker as permitted by the AIFMD. The Company has consented to the transfer and reuse of its assets by the Custodian and Prime Broker (known as "rehypothecation") in accordance with the terms of an institutional account agreement between the Company, the Custodian and Prime Broker and certain other J.P. Morgan entities (as defined therein). See page 31 of the Annual Report for further details.

Prime brokerage agreement

The Company appointed J.P. Morgan Securities LLC on the terms and subject to the conditions of the prime brokerage agreement between the Company, Frostrow and the Depositary (the "Prime Brokerage Agreement"). The Custodian and Prime Broker receives interest on the drawn overdraft as detailed in note 12.

The Custodian and Prime Broker is a registered broker-dealer and is regulated by the United States Securities and Exchange Commission.

RESULTS AND DIVIDENDS

The results attributable to shareholders for the year and the transfer to reserves are shown on pages 74 and 75 of the Annual Report. Details of the Company's dividend record can be found on page 3 of the Annual Report.

Substantial interests in share capital

As at 31 March 2025, the Company had not been notified of any substantial interests in the Company's voting rights. Between the year-end and the date of this report the Company was notified of the following substantial interest in the Company's voting rights.

	Number of shares held	% held
Saba Capital Management L.P.	26,476,555*	5.4

* The number and percentage of voting rights attributable to shares held directly was 4,275,644 equating to 0.9% of the Company's issued share capital. The number and percentage of voting rights attributable to shares held through a total return swap was 22,200,911 equating to 4.5% of the Company's issued share capital.

This table reflects those shareholders who have notified the Company of a substantial interest in its shares when they have crossed certain thresholds and may not reflect their current holding. The table does not reflect the full range of investors in the Company. The shareholder register is principally comprised of private wealth managers and retail investors owning their shares through a variety of online platforms.

CAPITAL STRUCTURE

The Company's capital structure comprises solely ordinary shares. During the financial year, a total of 51,310,528 shares were repurchased for treasury at a cost of £176.5m and at an average discount of 10.8%. The shares repurchased during the year equated to 9.4% of the Company's share capital at the beginning of the year.

At 31 March 2025 the Company had 494,631,804 shares in issue, excluding the 107,033,396 shares held in treasury.

Voting rights in the Company's shares

Details of the voting rights in the Company's shares at the date of this Annual Report are given in note 9 to the Notice of Annual General Meeting. Each shareholder is entitled to one vote on a show of hands and, on a poll, one vote for every share held.

DIRECTORS' & OFFICERS' LIABILITY INSURANCE COVER

Directors' & officers' liability insurance cover was maintained by the Company during the year ended 31 March 2025 and to the date of this report. It is intended that this policy will continue for the year ending 31 March 2026 and subsequent years.

DIRECTORS' INDEMNITIES

During the year under review and to the date of this report, indemnities were in force between the Company and each of its Directors under which the Company has agreed to indemnify each Director, to the extent permitted by law, in respect of certain liabilities incurred as a result of carrying out his or her role as a Director of the Company. The Directors are also indemnified against the costs of defending any criminal or civil proceedings or any claim by the Company or a regulator as they are incurred provided that where the defence is unsuccessful the Director must repay those defence costs to the Company. The indemnities are qualifying third party indemnity provisions for the purposes of the Companies Act 2006.

A copy of each deed of indemnity is available for inspection at the Company's registered office during normal business hours and will be available for inspection at the Annual General Meeting. Please refer to the Statement from the Chair for details of this year's Annual General Meeting arrangements.

POLITICAL AND CHARITABLE DONATIONS

The Company has not in the past and does not intend in the future to make political or charitable donations.

MODERN SLAVERY ACT 2015

The Company does not provide goods or services in the normal course of business, and as a financial investment vehicle does not have customers. The Directors do not therefore consider that the Company is required to make a statement under the Modern Slavery Act 2015 in relation to slavery or human trafficking.

ANTI-BRIBERY AND CORRUPTION POLICY

The Board has adopted a zero tolerance approach to instances of bribery and corruption. Accordingly, it expressly prohibits any Director or associated persons when acting on behalf of the Company, from accepting, soliciting, paying, offering or promising to pay or authorise any payment, public or private in the UK or abroad to secure any improper benefit for themselves or for the Company.

The Board ensures that its service providers apply the same standards in their activities for the Company.

A copy of the Company's Anti Bribery and Corruption Policy can be found on its website at www.worldwidewh.com. The policy is reviewed regularly by the Audit & Risk Committee.

CRIMINAL FINANCES ACT 2017

The Company has a commitment to zero tolerance towards the criminal facilitation of tax evasion.

A copy of the Company's Prevention of the Facilitation of Tax Evasion Policy can be found on its website at www.worldwidewh.com. The policy is reviewed regularly by the Audit & Risk Committee.

GLOBAL GREENHOUSE GAS EMISSIONS

The Company 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 Reports and Directors' Reports) Regulations 2013 or the Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, including those within the Company's underlying investment portfolio. Consequently, the Company consumed less than 40,000 kWh of energy during the year in respect of which the Report of the Directors is prepared and therefore is exempt from the disclosures required under the Streamlined Energy and Carbon Reporting criteria.

COMMON REPORTING STANDARD ("CRS")

CRS is a global standard for the automatic exchange of information commissioned by the Organisation for Economic Cooperation and Development and incorporated into UK law by the International Tax Compliance Regulations 2015. CRS requires the Company to provide certain additional details to HMRC in relation to certain shareholders. The reporting obligation began in 2016 and is an annual requirement. The Registrars, Link Group, have been engaged to collate such information and file the reports with HMRC on behalf of the Company.

CORPORATE GOVERNANCE

The Corporate Governance Report is set out on pages 51 to 58 of the Annual Report.

ARTICLES OF ASSOCIATION

Amendments of the Company's Articles of Association require a special resolution to be passed by shareholders.

REQUIREMENTS OF THE UK LISTING RULES

The UK Listing Rules require the Company to include certain information in a single identifiable section of the Annual Report or a cross reference table indicating where the information is set out. The Directors confirm that there are no disclosures to be made under the UK Listing Rules.

UK SANCTIONS

The Board has made due diligence enquiries of the service providers that process the Company's shareholder data, to ensure the Company's compliance with the UK sanctions regime. The relevant service providers have confirmed that they check the Company's shareholder data against the UK sanctions list on a daily basis. At the date of this report, no sanctioned individuals had been identified on the Company's shareholder register. The Board notes that stockbrokers and execution-only platforms also carry out their own due diligence.

By order of the Board

Frostrow Capital LLP

Company Secretary

10 June 2025

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with applicable law and regulations. In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· follow applicable UK accounting standards comprising FRS 102;

· prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business; and

· prepare a director's report, a strategic report and a directors' remuneration report which comply with the requirements of the Companies Act 2006.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are 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.

The Directors are responsible for ensuring that the Report of the Directors and other information included in the Annual Report is prepared in accordance with company law in the United Kingdom. They are also responsible for ensuring that the Annual Report includes information required by the UK Listing Rules.

The Directors are also responsible for ensuring that the Annual Report and the Financial Statements are made available on a website. The Annual Report and the Financial Statements are published on the Company's website at www.worldwidewh.com and via Frostrow's website at www.frostrow.com. The maintenance and integrity of these websites, so far as it relates to the Company, is the responsibility of Frostrow. The work carried out by the Auditors does not involve consideration of the maintenance and integrity of these websites and, accordingly, the Auditors accept no responsibility for any changes that have occurred to the financial statements since they were initially presented on these websites. Visitors to the websites need to be aware that legislation in the United Kingdom governing the preparation and dissemination of the financial statements may differ from legislation in their jurisdiction.

DISCLOSURE OF INFORMATION TO THE AUDITORS

So far as the Directors are aware, there is no relevant information of which the Auditors are unaware. The Directors have taken all steps they ought to have taken to make themselves aware of any relevant audit information and to establish that the Auditors are aware of such information.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE ANNUAL FINANCIAL REPORT

The Directors confirm to the best of their knowledge that:

· the Annual Report and the Financial Statements have been prepared in accordance with applicable accounting standards, give a true and fair view of the assets, liabilities, financial position and the return for the year ended 31 March 2025; and

· the Annual Report and the Financial Statements, includes a fair review of the development and performance of the Company and of its financial position, together with a description of the principal risks and uncertainties it faces. Also, that taken as a whole they are fair, balanced and understandable and provide the information necessary to assess the Company's performance, business model and strategy.

On behalf of the Board

Doug McCutcheon

Chair

10 June 2025

CORPORATE GOVERNANCE

THE BOARD AND COMMITTEES

Responsibility for effective governance lies with the Board. The governance framework of the Company reflects the fact that as an investment company it has no employees and outsources portfolio management to OrbiMed and risk management, company management, company secretarial, administrative and marketing services to Frostrow.

THE BOARD Chair - Doug McCutcheon Senior Independent Director - Dr. Bina Rawal Five additional non-executive Directors, all considered independent, except for Sven Borho. Key responsibilities: to provide leadership and set strategy, values and standards within a framework of prudent effective controls which enable risk to be assessed and managed; to ensure that a robust corporate governance framework is implemented; and to challenge constructively and scrutinise performance of all outsourced activities.
Management Engagement & Remuneration Committee Chair Jo Parfrey All Independent Directors Key responsibilities: to review regularly the contracts, the performance and remuneration of the Company's principal service providers; to set the Directors' Remuneration Policy; and to review the terms and conditions of the Directors' appointments.		Audit & Risk Committee Chair Tim Livett* All Independent Directors (excluding the Chair of the Company Doug McCutcheon) Key responsibilities: to review the Company's financial reports; to oversee the risk and control environment and financial reporting; and to have primary responsibility for the relationship with the Company's external Auditors, to review their independence and performance, and to determine their remuneration.		Nominations Committee Chair Dr. Bina Rawal All Independent Directors Key responsibilities: to review regularly the Board's structure and composition; and to make recommendations for any changes or new appointments; and to manage the Board evaluation process.

* The Board believes that Tim Livett has the necessary recent and relevant financial experience to Chair the Company's Audit & Risk Committee.

Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be obtained from the Company Secretary and can be found at the Company's website at www.worldwidewh.com. Copies will also be available for inspection on the day of the Annual General Meeting.

CORPORATE GOVERNANCE STATEMENT

The Board is committed to maintaining and demonstrating high standards of corporate governance. The Board has considered the principles and recommendations of the AIC Code of Corporate Governance published in February 2019 (the "AIC Code"). The AIC Code addresses all the principles set out in the UK Corporate Governance Code (the "UK Code"), as well as setting out additional provisions on issues that are of specific relevance to the Company.

In January 2024 the FRC published a revised UK Corporate Governance Code which applies to financial years beginning on or after 1 January 2025. The AIC published a revised Code of Corporate Governance in August 2024, which applies with effect from the same date. The 2018 UK Code and the 2019 AIC Code apply until this time.

The Board considers that reporting in accordance with the principles and recommendations of the AIC Code (which has been endorsed by the Financial Reporting Council) provides more relevant and comprehensive information to shareholders. By reporting against the AIC Code, the Company meets its obligations under the UK Code (and associated disclosure requirements under paragraph 6.6.6 of the UK Listing Rules) and as such does not need to report further on issues contained in the UK Code which are irrelevant to the Company as an externally managed investment company, including the provisions relating to the role of the chief executive, executive directors' remuneration and the internal audit function.

The Company has complied with the principles and recommendations of the AIC Code.

The AIC Code can be viewed at www.theaic.co.uk and the UK Code can be viewed on the Financial Reporting Council website at www.frc.org.uk. The Corporate Governance Report forms part of the Report of the Directors.

BOARD LEADERSHIP AND PURPOSE

Purpose and strategy

The purpose and strategy of the Company are described in the Strategic Report.

THE BOARD

The Board is responsible for the effective Stewardship of the Company's affairs. Strategy issues and all operational matters of a material nature are considered at its meetings.

The Board consists of seven non-executive Directors, each of whom, with the exception of Sven Borho, is independent of OrbiMed and the Company's other service providers. No member of the Board is a Director of another investment company managed by OrbiMed, nor has any Board member (with the exception of Sven Borho) been an employee of OrbiMed or any of the Company's service providers.

The Board carefully considers the various guidelines for determining the independence of non-executive Directors, placing particular weight on the view that independence is evidenced by an individual being independent of mind, character and judgement. All Directors retire at the AGM each year and, if appropriate, seek election or re-election. Each Director has signed a letter of appointment to formalise the terms of their engagement as a non-executive Director, copies of which are available on request at Frostrow's offices.

BOARD CULTURE

The Board aims to consider and discuss differences of opinion, unique vantage points and to exploit fully areas of expertise. The Chair encourages open debate to foster a supportive and co-operative approach for all participants. Strategic decisions are discussed openly and constructively. The Board aims to be open and transparent with shareholders and other stakeholders and for the Company to conduct itself responsibly, ethically and fairly in its relationships with service providers.

The Board has gained assurance on whistleblowing procedures at the Company's principal service providers to ensure employees at those companies are supported in speaking up and raising concerns. No concerns relating to the Company were raised during the year.

SHAREHOLDER RELATIONS

The Company has appointed Frostrow to provide marketing and investor relations services, in the belief that a well-marketed investment company is more likely to grow over time, have a more diverse, stable list of shareholders and its shares will trade at close to net asset value per share over the long run. Frostrow actively promotes the Company.

SHAREHOLDER COMMUNICATIONS

The Board, the AIFM and the Portfolio Manager consider maintaining good communications with shareholders and engaging with larger shareholders through meetings and presentations a key priority. Shareholders are kept informed by the publication of annual and half-year reports which include financial statements. These reports are supplemented by the daily release of the net asset value per share to the London Stock Exchange and the publication of monthly fact sheets. All this information, including interviews with the Portfolio Manager, is available on the Company's website at www.worldwidewh.com.

The Board monitors the share register of the Company; it also reviews correspondence from shareholders at each meeting and maintains regular contact with major shareholders. Shareholders who wish to raise matters with a Director may do so by writing to them at the registered office of the Company.

The Board supports the principle that the AGM be used to communicate with private investors, in particular. Shareholders are encouraged to attend the AGM, where they are given the opportunity to question the Chair, the Board and representatives of the Portfolio Manager. In addition, the Portfolio Manager makes a presentation to shareholders covering the investment performance and strategy of the Company at the AGM. Voting at the AGM is conducted on a poll and details of the proxy votes received in respect of each resolution will be made available on the Company's website.

SIGNIFICANT HOLDINGS AND VOTING RIGHTS

Details of the shareholders with substantial interests in the Company's shares, the Directors' authorities to issue and repurchase the Company's shares, and the voting rights of the shares are set out in the Directors' Report.

BOARD MEETINGS

The Board meets formally at least four times each year. A representative of OrbiMed attends all meetings; representatives from Frostrow are also in attendance at each Board meeting. The Independent Directors also meet before each formal Board meeting without representatives from Frostrow and OrbiMed being present. The Chair encourages open debate to foster a supportive and co-operative approach for all participants.

The Board has agreed a schedule of matters specifically reserved for decision by the Board. This includes establishing the investment objectives, strategy and the Benchmark, the permitted types or categories of investments, the markets in which transactions may be undertaken, the amount or proportion of the assets that may be invested in any geography or category of investment or in any one investment, and the Company's share issuance and share buyback policies.

The Board, at its regular meetings, undertakes reviews of key investment and financial data, revenue projections and expenses, analyses of asset allocation, transactions and performance comparisons, share price and net asset value performance, marketing and shareholder communication strategies, the risks associated with pursuing the investment strategy, peer group information and industry issues.

The Chair is responsible for ensuring that the Board receives accurate, timely and clear information. Representatives of OrbiMed and Frostrow Capital LLP report regularly to the Board on issues affecting the Company.

The Board is responsible for strategy and has established an annual programme of agenda items under which it reviews the objectives and strategy for the Company at each meeting.

CONFLICTS OF INTEREST

Company Directors have a statutory obligation to avoid a situation in which they (and connected persons) have, or can have, a direct or indirect interest that conflicts, or may possibly conflict, with the interests of the Company. The Board has in place procedures for managing any actual or potential conflicts of interest. No conflicts of interest arose during the year under review.

BOARD FOCUS AND RESPONSIBILITIES

With the day to day management of the Company outsourced to service providers the Board's primary focus at each Board meeting is reviewing the investment performance and associated matters, such as, inter alia, future outlook and strategy, gearing, asset allocation, investor relations, marketing, and industry issues.

In line with its primary focus, the Board retains responsibility for all the key elements of the Company's strategy and business model, including:

· the Investment Objective, Policy and Benchmark, incorporating the investment and derivative guidelines and limits, and changes to these;

· the maximum level of gearing and leverage the Company may employ;

· a review of performance against the Company's KPIs;

· a review of the performance and continuing appointment of service providers; and

· the maintenance of an effective system of oversight, risk management and corporate governance.

The Investment Objective, Policy, and Benchmark, including the related limits and guidelines, are set out on pages 8 and 9 of the Annual Report, along with details of the gearing and leverage levels allowed.

Details of the principal KPIs and further information on the principal service providers, their performance and continuing appointment, along with details of the principal risks, and how they are managed, are set out in the Strategic Report.

The Corporate Governance Report includes a statement of compliance with corporate governance codes and best practice, and the Business Review includes details of the internal control and risk management framework within which the Board operates.

BOARD COMPOSITION AND SUCCESSION

Succession planning

During the year, the Nominations Committee considered the structure of the Board, recognising the need for progressive refreshment. The Nominations Committee led the recruitment process during the year to find a replacement for Humphrey van der Klugt who retired in July 2024 and also for Doug McCutcheon ahead of his planned retirement in July 2026.

The Board has an approved succession planning policy to ensure that (i) there is a formal, rigorous and transparent procedure for the appointment of new Directors; and (ii) the Board is comprised of members who collectively display the necessary balance of professional skills, experience, length of service and industry/Company knowledge.

Policy on the tenure of the Board Chair and other Directors

All Directors seek election or re-election every year. The Board subscribes to the view that long-serving Directors should not necessarily be prevented from forming part of an independent majority. The Board considers that a Director's tenure does not necessarily reduce his or her ability to act independently and will continue to assess each Director's independence annually through a formal performance evaluation.

The tenure of each Director is not ordinarily expected to exceed nine years. However, the Board has agreed that the tenure of the Board Chair may be extended in order to facilitate the Board's overall orderly succession. The Board believes that this more flexible approach to the tenure of the Chair is appropriate in the context of the regulatory rules that apply to investment companies, which ensure that the Board Chair remains independent after appointment, while being consistent with the need for regular refreshment and diversity.

The Board asked Doug McCutcheon to take on the role of Board Chair from July 2022 for a period of three to five years. This was in order to oversee the renewal of the Board, including the retirement and replacement of all but one of the then Directors as well as changing the composition and leadership of all of the Board's Committees.

Since then, good progress has been made and the Board structure now in place allows Director renewal on a more regular basis than has occurred historically. In the light of this progress, Doug McCutcheon will be retiring from the Board at the conclusion of the Annual General Meeting to be held in 2026.

Portfolio Manager Representative on the Board

The Company was founded in 1995 with OrbiMed as the Portfolio Manager. Since that time, the Company has performed strongly, producing a compound net asset value per share annual return of +13.5%, well above our Benchmark and making us the third best performing trust in the UK across all sectors over the period (Source: Winterflood Investment Trusts).

Since our inception, a representative of OrbiMed has served as a Director of the Company. While less common in the investment trust sector today than when the Company was founded, the Board believes that the Company's long-term performance and its shareholders have and will continue to benefit from this arrangement. The Board has also taken steps to avoid any potential conflicts of interest - the current OrbiMed representative, Sven Borho, does not sit on any of the Board's Committees and he does not receive a salary for serving as a Director.

Appointments to the Board

The Nominations Committee considers annually the skills possessed by the Board and identifies any skill shortages to be filled by new Directors.

The rules governing the appointment and replacement of Directors are set out in the Company's articles of association and the aforementioned succession planning policy. Where the Board appoints a new Director during the year, that Director will stand for election by shareholders at the next AGM. Subject to there being no conflict of interest, all Directors are entitled to vote on candidates for the appointment of new Directors and on the recommendation for shareholders' approval for the Directors seeking election or re-election at the AGM. When considering new appointments, the Board endeavours to ensure that he or she has the capabilities required to be effective and oversee the Company's strategic priorities. This will include an appropriate range, balance and diversity of skills, experience and knowledge. The Company is committed to ensuring that any vacancies arising are filled by the most qualified candidates.

During the year, the Board appointed Sian Hansen and William Hemmings as a non-executive Directors, following the retirement of Humphrey van der Klugt in July 2024 and ahead of the planned retirement of Doug McCutcheon at the conclusion of the AGM to be held in 2026. The Board engaged the services of a specialist recruitment agency, Nurole, to assist with the search process. Nurole sourced and prepared a diverse long list of potential candidates for consideration by the Nominations Committee. The Nominations Committee then selected a short list of candidates to interview. Following the interviews, a recommendation was made to the Board that Mrs Hansen and Mr Hemmings be appointed as Directors. Nurole has no other connection with the Company.

Diversity policy

The Board supports the principle of Boardroom diversity, of which gender and ethnicity are two important aspects. The Company's policy is that the Board and its committees should be comprised of directors with a diverse range of skills, knowledge and experience and that appointments should be made on merit against objective criteria, including diversity in its broadest sense.

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

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

The UK Listing Rules require companies to report against the following diversity targets:

a) At least 40% of individuals on the board are women;

b) At least one of the senior board positions (Chair, CEO, CFO or SID) is held by a woman; and

c) At least one individual on the board is from a minority ethnic background.

As an externally managed investment company, the Company does not have the positions of CEO or CFO and therefore, as permitted by the UK Listing Rules, it has not reported formally against the second target as it is not applicable. As shown in the tables below, the Company has met both the first and the third targets. The Board will have due regard to these targets in future Director recruitment processes.

In accordance with the UK Listing Rules, the Board has provided the following information in relation to its diversity as at the year end.

			Number of
	Number of		senior
	Board	Percentage of	positions on
	Members	the Board	the Board*
Men	4	57%	n/a
Women	3	43%	n/a
Not specified/prefer not to say	-	-	n/a
			Number of
	Number of		senior
	Board	Percentage of	positions on
	Members	the Board	the Board*
White British or other White (including minority-white groups)	6	63%	n/a
Mixed/Multiple Ethnic Groups	-	-	n/a
Asian/Asian British	1	14%	n/a
Black/African/Caribbean/Black British	-	-	n/a
Other ethnic group, including Arab	-	-	n/a
Not specified/ prefer not to say	-	-	n/a

* This column is does not apply to the Company as it is externally managed and does not have executive management functions, specifically it does not have a CEO or CFO. The Chair of the Board is a man and the SID is woman. Also, the Company considers that the chairs of the permanent sub-committees of the Board are senior roles in an investment company context. Of the three permanent sub-committees of the Board, two are chaired by a woman: the Nominations Committee and the Management Engagement & Remuneration Committee.

The information above was obtained by asking the Directors to indicate on an anonymous form, how they should be categorised for the purposes of the UK Listing Rules disclosures.

MEETING ATTENDANCE

The number of meetings held during the year of the Board and its Committees, and each Director's attendance level, is shown below:

Type and number of meetings held in 2024/25	Board (6)	Audit & Risk Committee (2)	Nominations Committee (2)	Management Engagement & Remuneration Committee (1)
Doug McCutcheon~	6	-	2	1
Dr Bina Rawal	6	2	2	1
Tim Livett	6	2	2	1
Sven Borho^	5	-	-	-
Sian Hansen‡	3	1	1	1
William Hemmings‡	3	1	1	1
Jo Parfrey	6	2	2	1
Humphrey van der Klugt*	2	1	-	-

* Retired from the Board on 10 July 2024.

^ Sven Borho does not sit on any of the Company's Committees.

~ Not a member of the Audit & Risk Committee.

‡ Joined the Board on 1 October 2024.

All of the serving Directors attended the Annual General Meeting held on 10 July 2024.

BOARD EVALUATION

Following last year's external Board evaluation, an internal review of the Board its committees and individual Directors (including each Director's independence) was carried out in the form of performance evaluation questionnaires.

The review concluded that the Board works in a collegiate, efficient and effective manner, and there were no material weaknesses or concerns identified. The Board is satisfied that the structure, mix of skills and operation of the Board, its committees, and individual Directors continue to be effective.

The Board pays close attention to the capacity of individual Directors to carry out their work on behalf of the Company. In recommending individual Directors to shareholders for election and re-election, it considered their other Board positions and their time commitments and is satisfied that each Director has the capacity to be fully engaged with the Company's business. The Board has considered the position of all of the Directors as part of the evaluation process, and believes that it would be in the Company's best interests to propose them for election and re-election for the following reasons:

Doug McCutcheon joined the Board in November 2012 and became Chair in July 2022. Doug was an investment banker at S.G. Warburg and then UBS for 25 years, most recently as the head of Healthcare Investment Banking for Europe, the Middle East, Africa and Asia-Pacific. It is noted that Doug has been a Director of the Company for more than nine years. The Board has agreed to this period of longer service to ensure an orderly succession. The Senior Independent Director conducted a preliminary evaluation of the Chair shortly after his appointment with no issues being raised. The Board continues to believe that Doug remains independent in thought and judgement.

Sven Borho joined the Board in June 2018. Sven is a founder and Managing Partner of OrbiMed and heads their public Equity team and is the portfolio manager for OrbiMed's public equity and hedge funds.

Having a senior OrbiMed representative on the Board dates back to the Company's inception in 1995. The Board believes that there is great value in the current representative, Sven Borho, being a Director of the Company as a result of his considerable knowledge and experience. Sven does not receive a fee for being a Director, neither is he a member of any of the Company's Committees.

Tim Livett joined the Board in September 2022. A qualified accountant, Tim is Chair of the Audit & Risk Committee. Tim was formerly the Chief Financial Officer at Caledonia Investments PLC. Prior to this role he was Chief Financial Officer at Wellcome Trust, the global charitable foundation focused on health research and at Virgin Atlantic Limited. Tim is a non-executive Director of British Standards Institution and of Oxford University Endowment Management, plus a Trustee of Babraham Institute; he chairs the respective Audit and Risk Committees of these institutions. Tim is also a Director and Trustee of the Shell Foundation. He has an extensive and broad financial background.

Jo Parfrey joined the Board in September 2022. Jo is Chair of the Management Engagement & Remuneration Committee. She is a non-executive Director of Octopus AIM VCT. She is also the non-executive Chair of Babraham Research Campus Limited. A Chartered Accountant, Jo has extensive experience of both global investment trusts and healthcare, including life sciences.

Dr Bina Rawal joined the Board on November 2019. A physician with 25 years' experience in life sciences research and development, she has held senior executive roles in drug development and scientific evaluation in four global pharmaceutical companies. She has also worked in senior roles with two medical research funding organisations. She is also a non-executive Director of PHP Plc.

Sian Hansen was previously Chief Operating Officer of C|T Group, Executive Director of the Legatum Institute and before that, Managing Director of the UK think tank Policy Exchange. Earlier in her career, Sian was a senior equity analyst and Co-Director of Sales for Asian Emerging Markets at Société Générale. Sian enhances the Board's knowledge of sustainability, enabling meaningful debates with the Portfolio Manager to take place. As a thought leader in political and other forums, she brings a valuable perspective on geo-political matters. She is a non-executive Director of Pacific Assets Trust plc and of The Lindsell Train Investment Trust plc.

William Hemmings has extensive experience in the investment trust sector from his previous roles as Head of Closed End Funds and Head of Investment Companies at Aberdeen Group (formerly Aberdeen Asset Management PLC). He was also formerly a Non-Executive Director on the board of Primary Health Properties Plc and a Director of the Association of Investment Trust Companies. He is consultant to board performance and external evaluation specialist Cyclico.

The Chair is pleased to report that following a formal performance evaluation, the Directors' performance continues to be effective and they continue to demonstrate commitment to the role.

TRAINING AND ADVICE

New appointees to the Board are provided with a full induction programme. The programme covers the Company's investment strategy, policies and practices. The Directors are also given key information on the Company's regulatory and statutory requirements as they arise including information on the role of the Board, matters reserved for its decision, the terms of reference of the Board Committees, the Company's corporate governance practices and procedures and the latest financial information. It is the Chair's responsibility to ensure that the Directors have sufficient knowledge to fulfil their role and Directors are encouraged to participate in training courses where appropriate.

The Directors have access to the advice and services of a Company Secretary through its appointed representative which is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Company Secretary is also responsible for ensuring good information flows between all parties.

There is an agreed procedure for Directors, in the furtherance of their duties, to take independent professional advice if necessary at the Company's expense.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Board has overall responsibility for the Company's risk management and internal control systems and for reviewing their effectiveness. The Company applies the guidance published by the Financial Reporting Council on internal controls. Internal control systems are designed to manage, rather than eliminate, the risk of failure to achieve the business objective and can provide only reasonable and not absolute assurance against material misstatement or loss. These controls aim to ensure that the assets of the Company are safeguarded, that proper accounting records are maintained and that the Company's financial information is reliable. The Directors have a robust process for identifying, evaluating and managing the significant risks faced by the Company, which are recorded in a risk matrix. The Audit & Risk Committee, on behalf of the Board, considers each risk as well as reviewing the mitigating controls in place. Each risk is rated for its "likelihood" and "impact" and the resultant numerical rating determines its ranking into 'Principal/Key', 'Significant' or 'Minor'. This process was in operation during the year and continues in place up to the date of this report. The process also involves the Audit & Risk Committee receiving and examining regular reports from the Company's principal service providers. The Board then receives a detailed report from the Audit & Risk Committee on its findings. The Directors have not identified any significant failures or weaknesses in respect of the Company's internal control systems.

BENEFICIAL OWNERS OF SHARES - INFORMATION RIGHTS

Beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under section 146 of the Companies Act 2006 are required to direct all communications to the registered holder of their shares rather than to the Company's registrar, MUFG Corporate Markets, or to the Company directly.

The Company has adopted a nominee share code.

The annual and half-year financial reports, and a monthly fact sheet are available to all shareholders. The Board, with the advice of Frostrow, reviews the format of the annual and half-year financial reports so as to ensure they are useful to all shareholders and others taking an interest in the Company.

In accordance with best practice, the annual report, including the Notice of the AGM, is sent to shareholders at least 20 working days before the meeting. Separate resolutions are proposed for substantive issues.

ANNUAL GENERAL MEETING

The following information to be considered at the forthcoming annual general meeting is important and requires your immediate attention.

If you are in any doubt about the action you should take, you should seek advice from your stock broker, bank manager, solicitor, accountant or other financial adviser authorised under the Financial Services and Markets Act 2000 (as amended). If you have sold or transferred all of your ordinary shares in the Company, you should pass this document, together with any other accompanying documents, including the form of proxy, at once to the purchaser or transferee, or to the stock broker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee

The Company's Annual General Meeting will be held at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR on Wednesday, 9 July 2025 from 12.30 p.m. Please refer to the Chair's Statement for details of this year's arrangements.

In particular, resolutions relating to the following items will be proposed at the forthcoming Annual General Meeting.

Resolution 13 Authority to allot shares

Resolution 14 Authority to disapply pre-emption rights

Resolution 15 Authority to sell shares held in treasury on a non pre-emptive basis

Resolution 16 Authority to buy-back shares

Resolution 17 Authority to hold General Meetings (other than the Annual General Meeting) on at least 14 clear days' notice

Resolution 13 will be proposed as an Ordinary Resolution and resolutions 14 to 17 will be proposed as Special Resolutions.

The full text of the resolutions can be found in the Notice of Annual General Meeting.

EXERCISE OF VOTING POWERS

The Board and the AIFM have delegated authority to OrbiMed to vote the shares owned by the Company. The Board has instructed that OrbiMed submit votes for such shares wherever possible. This accords with current best practice whilst maintaining a primary focus on financial returns. OrbiMed may refer to the Board on any matters of a contentious nature. The Board has reviewed OrbiMed's Voting Guidelines and is satisfied with their approach.

The Company does not retain voting rights on any shares that are held as collateral in connection with the overdraft facility provided by J.P. Morgan Securities LLC.

NOMINEE SHARE CODE

Where shares are held in a nominee company name, the Company undertakes:

· to provide the nominee company with multiple copies of shareholder communications, so long as an indication of quantities has been provided in advance; and

· to allow investors holding shares through a nominee company to attend general meetings, provided the correct authority from the nominee company is available.

Nominee companies are encouraged to provide the necessary authority to underlying shareholders to attend the Company's general meetings.

By order of the Board

Frostrow Capital LLP

Company Secretary

10 June 2025

INCOME STATEMENT

FOR THE YEAR ENDED 31 MARCH 2025

		2025			2024
		Revenue	Capital	Total	Revenue	Capital	Total
	Notes	£'000	£'000	£'000	£'000	£'000	£'000
(Losses)/gains on investments	9	-	(200,614)	(200,614)	-	213,794	213,794
Exchange losses on currency balances		-	(157)	(157)	-	(5,492)	(5,492)
Income from investments	2	15,243	-	15,243	21,398	-	21,398
AIFM, portfolio management and performance fees	3	(765)	(14,542)	(15,307)	(813)	(15,454)	(16,267)
Other expenses	4	(1,252)	-	(1,252)	(1,294)	-	(1,294)
Net return/(loss) before finance charges and taxation		13,226	(215,313)	(202,087)	19,291	192,848	212,139
Finance costs	5	(354)	(6,726)	(7,080)	(406)	(7,718)	(8,124)
Net return/(loss) before taxation		12,872	(222,039)	(209,167)	18,885	185,130	204,015
Taxation	6	(601)	-	(601)	(2,853)	-	(2,853)
Net return/(loss) after taxation		12,271	(222,039)	(209,768)	16,032	185,130	201,162
Return/(loss) per share*	7	2.4p	(42.8)p	(40.4)p	2.7p	31.7p	34.4p

The "Total" column of this statement is the Income Statement of the Company. The "Revenue" and "Capital" columns are supplementary to this and are prepared under guidance published by The Association of Investment Companies.

All revenue and capital items in the above statement derive from continuing operations.

The Company has no recognised gains and losses other than those shown above and therefore no separate Statement of Total Comprehensive Income has been presented.

The accompanying notes are an integral part of these statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2025

		Capital	Share			Total
	Share	redemption	premium	Capital	Revenue	shareholders'
	capital	reserve	account	reserve	reserve	funds
	£'000	£'000	£'000	£'000	£'000	£'000
At 31 March 2024	15,042	9,564	841,599	1,193,396	20,816	2,080,417
Net (loss)/return after taxation	-	-	-	(222,039)	12,271	(209,768)
Final dividend paid in respect of year ended 31 March 2024	-	-	-	-	(11,197)	(11,197)
Interim dividend paid in respect of year ended 31 March 2025	-	-	-	-	(3,582)	(3,582)
Shares purchased for treasury	-	-	-	(176,524)	-	(176,524)
At 31 March 2025	15,042	9,564	841,599	794,833	18,308	1,679,346

FOR THE YEAR ENDED 31 MARCH 2024

		Capital	Share			Total
	Share	redemption	premium	Capital	Revenue	shareholders'
	capital	reserve	account	reserve	reserve	funds
	£'000	£'000	£'000	£'000	£'000	£'000
At 31 March 2023	16,265	8,341	841,599	1,261,025	23,491	2,150,721
Net return after taxation	-	-	-	185,130	16,032	201,162
Final dividend paid in respect of year ended 31 March 2023	-	-	-	-	(14,709)	(14,709)
Interim dividend paid in respect of year ended 31 March 2024	-	-	-	-	(3,998)	(3,998)
Shares purchased for treasury	-	-	-	(252,759)	-	(252,759)
Treasury Shares cancelled from treasury	(1,223)	1,223	-	-	-	-
At 31 March 2024	15,042	9,564	841,599	1,193,396	20,816	2,080,417

STATEMENT OF FINANCIAL POSITION

As at 31 March 2025

	Notes	2025 £'000	2024 £'000
Fixed assets
Investments	9	1,673,659	2,108,235
Derivative - OTC swaps	9 & 10	1,487	944
		1,676,146	2,109,179
Current assets
Debtors	11	8,003	10,232
Cash		93,584	73,797
		101,587	84,029
Current liabilities
Creditors: amounts falling due within one year	12	(72,109)	(100,373)
Derivative - OTC swaps	9 & 10	(25,278)	(12,418)
		(97,387)	(112,791)
Net current assets/(liabilities)		4,200	(28,762)
Total net assets		1,679,346	2,080,417
Capital and reserves
Share capital	13	15,042	15,042
Capital redemption reserve		9,564	9,564
Share premium account		841,599	841,599
Capital reserve	17	794,833	1,193,396
Revenue reserve		18,308	20,816
Total shareholders' funds		1,679,346	2,080,417
Net asset value per share	14	339.5p	381.1p

The financial statements were approved by the Board of Directors and authorised for issue on 10 June 2025 and were signed on its behalf by:

Doug McCutcheon

Chair

The accompanying notes are an integral part of this statement.

Worldwide Healthcare Trust PLC - Company Registration Number 3023689 (Registered in England)

STATEMENT OF CASH FLOWS

For the year ended 31 March 2025

		2025	2024
	Notes	£'000	£'000
Net cash (outflow)/inflow from operating activities	18	(1,544)	2,262
Purchases of investments and derivatives		(1,048,871)	(975,783)
Sales of investments and derivatives		1,272,404	1,260,461
Realised loss on foreign exchange transactions		(157)	(5,535)
Net cash inflow from investing activities		223,376	279,143
Shares repurchased	13	(179,317)	(252,760)
Equity dividends paid		(14,779)	(18,707)
Interest paid		(7,080)	(8,124)
Net cash outflow from financing activities		(201,176)	(279,591)
Increase in net cash		20,656	1,814

Cash flows from operating activities include interest received of £3,722,000 (2024: £3,219,000) and dividends received of £14,151,000 (2024: £17,463,000).

RECONCILIATION OF NET CASH FLOW MOVEMENT TO MOVEMENT IN NET CASH/(DEBT)

	2025	2024
	£'000	£'000
Increase in net cash/debt resulting from cashflows	20,656	1,814
Gains on foreign currency cash and cash equivalents	-	44
Movement in net cash/debt in the year	20,656	1,858
Net cash/(debt) at 1 April	4,855	2,997
Net cash at 31 March	25,511	4,855

Net cash includes the drawn overdraft of £68,073,000 (2024: £68,942,000) (see note 12) and cash as per the balance sheet of £93,584,000 (2024: £73,797,000).

The accompanying notes are an integral part of this statement.

NOTES TO THE FINANCIAL STATEMENTS

1. ACCOUNTING POLICIES

The principal accounting policies, all of which have been applied consistently throughout the year in the preparation of these financial statements, are set out below:

(A) Basis of preparation

These financial statements have been prepared in accordance with the Companies Act 2006, FRS 102 'The Financial Reporting Standard applicable in the UK and Ireland' ('UK GAAP') and the guidelines set out in the Statement of Recommended Practice ('SORP'), published in July 2022, for Investment Trust Companies and Venture Capital Trusts issued by the Association of Investment Companies ('AIC'), the historical cost convention, as modified by the valuation of investments and derivatives at fair value. The Board has considered a detailed assessment of the Company's ability to meet its liabilities as they fall due, including stress and liquidity tests which modelled the effects of substantial falls in markets and significant reductions in market liquidity (including further stressing the current economic conditions) on the Company's financial position and cash flows. The results of the tests showed that the Company would have sufficient cash, or the ability to liquidate a sufficient proportion of its listed holdings, to meet its liabilities as they fall due. Based on the information available to the Directors at the time of this report, including the results of the stress tests, the Company's cash balances, and the liquidity of the Company's listed investments, the Directors are satisfied that the Company has adequate financial resources to continue in operation for at least the next 12 months from the date of approval of these financial statements and that, accordingly, it is appropriate to adopt the going concern basis in preparing these financial statements.

The Company's financial statements are presented in sterling, being the functional and presentational currency of the Company. All values are rounded to the nearest thousand pounds (£'000) except where otherwise indicated.

In addition, investments and derivatives held at fair value are categorised into a fair value hierarchy based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

· Level 1 - Quoted prices in active markets.

· Level 2 - Inputs other than quoted prices included within Level 1 that are observable (i.e. developed using market data), either directly or indirectly.

· Level 3 - Inputs are unobservable (i.e. for which market data is unavailable).

Presentation of the Income Statement

In order to reflect better the activities of an investment trust company and in accordance with the SORP, supplementary information which analyses the Income Statement between items of a revenue and capital nature has been presented alongside the Income Statement. The net revenue return is the measure the Directors believe appropriate in assessing the Company's compliance with certain requirements set out in Sections 1158 and 1159 of the Corporation Tax Act 2010.

Critical Accounting Judgements and Key Sources of Estimation Uncertainty

Critical accounting judgements and key sources of estimation uncertainty used in preparing the financial information are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable. The resulting estimates will, by definition, seldom equal the related actual results.

In the course of preparing the financial statements, the only key source of estimation uncertainty in the process of applying the Company's accounting policies, is in relation to the valuation of the unquoted (Level 3) investments. The nature of estimation means that the actual outcomes could differ from those estimates, possibly significantly. The estimates relate to the investments where there is no appropriate market price i.e. the private investments. Whilst the board considers the methodologies and assumptions adopted in the valuation are supportable, reasonable and robust, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investment existed. As at 31 March 2025, there is no single key assumption used in the valuation of the unquoted investments, or other key source of estimation uncertainty, that, in the Directors' opinion has a significant risk of causing a material adjustment to the carrying values of assets and liabilities within the next financial year.

Unquoted investments are all valued in line with the accounting policy set out below.

(B) Investments

Investments are measured under FRS 102 and are measured initially, and at subsequent reporting dates, at fair value. Investments are recognised and de-recognised at trade date where a purchase or sale is under a contract whose terms require delivery within the time frame established by the market concerned. Changes in fair value and gains or losses on disposal are included in the Income Statement as a capital item.

For quoted securities fair value is either bid price or last traded price, depending on the convention of the exchange on which the investment is listed.

Fair value is the price for which an asset could be exchanged between knowledgeable, willing parties in an arm's length transaction. In estimating the fair value of unquoted investments, the AIFM and Board apply valuation techniques which are appropriate in light of the nature, facts and circumstances of the investment, and use reasonable current market data and inputs combined with judgement and assumptions and apply these consistently. The following principles used in determining the valuation of unquoted investments, are consistent with the International Private Equity and Venture Capital Valuation ("IPEV") Guidelines. The assumptions and estimates made in determining the fair value of each unquoted investment are considered at least each six months or sooner if there is a triggering event. An example of where a valuation would be considered out of the six-month cycle is the success or failure of a drug under development to meet an anticipated outcome of its trial, announcement of the company undergoing an initial public offering, or other performance against tangible development milestones.

The primary valuation method applied in the valuation of the unquoted investments is the probability-weighted expected return method ("PWERM"), which considers on a probability weighted basis the future outcomes for the investment. When using the PWERM method significant judgements are made in estimating the various inputs into the model and recognising the sensitivity of such estimates. Examples of the factors where significant judgement is made include, but are not limited to, the probability assigned to potential future outcomes; discount rates; and, the likely exit scenarios for the investor company, for example, IPO or trade sale.

Where the investment being valued was itself made recently, or there has been a third party transaction in the investment, the price of the transaction may provide a good indication of fair value. Using the Price of Recent Investment technique is not a default and at each reporting date the fair value of recent investments is estimated to assess whether changes or events subsequent to the relevant transaction would imply a material change in the investment's fair value.

When using the price of a recent transaction in the valuations the Company looks to 're-calibrate' this price at each valuation point by reviewing progress within the investment, comparing against the initial investment thesis, assessing if there are any significant events or milestones that would indicate the value of the investment value has changed materially and considering whether an alternative methodology would be more appropriate.

(C) Derivative financial instruments

The Company uses derivative financial instruments (namely put and call options and equity swaps).

All derivative instruments are valued initially, and at subsequent reporting dates, at fair value in the Statement of Financial Position.

The equity swaps are accounted for as Fixed Assets or Current Liabilities.

All gains and losses on over-the-counter (OTC) equity swaps are accounted for as gains or losses on investments. Where there has been a re-positioning of the swap, gains and losses are accounted for on a realised basis. All such gains and losses have been debited or credited to the capital column of the Income Statement.

Cash collateral held by counterparties is included within cash, except where there is a right of offset against the overdraft?facility.

(D) Investment income

Dividends receivable are recognised on the ex-dividend date. Where no ex-dividend date is quoted, dividends are recognised when the Company's right to receive payment is established. Foreign dividends are grossed up at the appropriate rate of withholding tax, with the withholding tax recognised in the taxation charge.

Income from fixed interest securities is recognised on a time apportionment basis so as to reflect the effective interest rate. Deposit interest is accounted for on an accruals basis.

(E) Expenses

All expenses are accounted for on an accruals basis. Expenses are charged through the revenue column of the Income Statement except as follows:

· expenses which are incidental to the acquisition or disposal of an investment are charged to the capital column of the Income Statement; and

· expenses are charged to the capital column of the Income Statement where a connection with the maintenance or enhancement of the value of the investments can be demonstrated. In this respect the portfolio management and AIFM fees have been charged to the Income Statement in line with the Board's expected long-term split of returns, in the form of capital gains and income, from the Company's portfolio. As a result, 5% of the portfolio management and AIFM fees are charged to the revenue column of the Income Statement and 95% are charged to the capital column of the Income Statement.

Any performance fee is charged in full to the capital column of the Income Statement.

(F) Finance costs

Finance costs are accounted for on an accruals basis. Finance costs are charged to the Income Statement in line with the Board's expected long-term split of returns, in the form of capital gains and income, from the Company's portfolio. As a result 5% of the finance costs are charged to the revenue column of the Income Statement and 95% are charged to the capital column of the Income Statement. Finance charges are accounted for on an accruals basis in the Income Statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.

(G) Taxation

The tax effect of different items of expenditure is allocated between capital and revenue using the marginal basis.

Deferred taxation is provided on all timing differences that have originated but not been reversed by the Statement of Financial Position date other than those differences regarded as permanent. This is subject to deferred tax assets only being recognised when it is probable that there will be suitable profits from which the reversal of timing differences can be deducted. Any liability to deferred tax is provided for at the rate of tax enacted or substantially enacted.

(H) Foreign currency

Transactions recorded in overseas currencies during the year are translated into sterling at the appropriate daily exchange rates. Assets and liabilities denominated in overseas currencies at the Statement of Financial Position date are translated into sterling at the exchange rates ruling at that date.

Exchange gains/losses on foreign currency balances

Any gains or losses on the translation of foreign currency balances, including foreign currency overdrafts, whether realised or unrealised, are taken to the capital or the revenue column of the Income Statement, depending on whether the gain or loss is of a capital or revenue nature.

(I) Capital redemption reserve

This reserve arose when ordinary shares were redeemed by the Company and subsequently cancelled. When ordinary shares are redeemed by the Company and subsequently cancelled, an amount equal to the par value of the ordinary share capital is transferred from the ordinary share capital to the capital redemption reserve.

(J) Capital reserve

The following are transferred to this reserve:

· gains and losses on the disposal of investments;

· exchange differences of a capital nature, including the effects of changes in exchange rates on foreign currency borrowings;

· expenses, together with the related taxation effect, in accordance with the above policies; and

· changes in the fair value of investments and derivatives.

This reserve can be used to distribute realised capital profits by way of dividend or share buybacks. Any gains in the fair value of investments that are not readily convertible to cash are treated as unrealised gains in the capital reserve. Distributions are only payable out of the capital reserve if realised capital reserves are greater than the proposed distribution and positive on the date of distribution.

(K) Revenue reserve

The revenue reserve is distributable by way of dividend. Dividends are only payable out of the revenue reserve if revenue reserves are greater than the proposed dividend and positive on the date of distribution.

(L) Dividend payments

Dividends paid by the Company on its shares are recognised in the financial statements in the year in which they become payable and are shown in the Statement of Changes in Equity.

(M) Cash and cash equivalents

Cash comprises cash at bank and cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Drawn overdrafts are considered a component of cash and cash equivalents as they are repayable on demand and form an integral part of the Company's cash management.

2. INCOME FROM INVESTMENTS

	2025	2024
	£'000	£'000
Income from investments
Overseas dividends	8,358	14,699
UK dividends	3,163	3,480
	11,521	18,179
Other income
Derivatives	470	27
Deposit interest	3,252	3,192
Total income from investments	15,243	21,398
Total income comprises:
Dividends	11,521	18,179
Interest	3,722	3,219
	15,243	21,398

3. AIFM, PORTFOLIO MANAGEMENT AND PERFORMANCE FEES

	2025			2024
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
AIFM fee	139	2,640	2,779	141	2,689	2,830
Portfolio management fee	626	11,902	12,528	672	12,765	13,437
	765	14,542	15,307	813	15,454	16,267

See page 47 of the Annual Report for further information on the performance fee.

Further details on the above fees are set out in the Strategic Report and in the Report of the Directors.

4. OTHER EXPENSES

	2025	2024
	£'000	£'000
Directors' remuneration	222	211
Employer's NIC on Directors' remuneration	19	17
Auditors' remuneration for the audit of the Company's financial statements	75	56
Depositary and custody fees	208	227
Listing fees	98	101
Registrar fees	52	58
Legal and professional costs	157	267
Other costs	421	357
	1,252	1,294

Details of the amounts paid to Directors are included in the Directors' Remuneration Report on page 65 of the Annual Report.

5. FINANCE COSTS

	2025			2024
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Finance costs	354	6,726	7,080	406	7,718	8,124

6. TAXATION

(A) Analysis of charge in year

	2025			2024
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Corporation tax at 25% (2024: 25%)	-	-	-	-	-	-
Overseas taxation	601	-	601	2,853	-	2,853
	601	-	601	2,853	-	2,853

(B) Factors affecting the tax charge for the year

Approved investment trusts are exempt from tax on capital gains made within the Company.

The tax charged for the year is lower (2024: lower) than the standard rate of corporation tax of 25% (2024: 25%).

The difference is explained below.

	2025			2024
	Revenue	Capital	Total	Revenue	Capital	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Net return before taxation	12,872	(222,039)	(209,167)	18,885	185,130	204,015
Corporation tax at 25% (2024: 25%)	3,218	(55,510)	(52,292)	4,721	46,283	51,004
Non-taxable losses/(gains) on investments	-	50,194	50,194	-	(52,076)	(52,076)
Overseas withholding taxation	601	-	601	2,853	-	2,853
Non taxable dividends	(2,881)	-	(2,881)	-	-	-
Brought forward excess expenses utilised	-	-	-	(4,545)	-	(4,545)
Excess management expenses	(337)	4,977	4,640	(176)	5,056	4,880
Disallowed expenses	-	339	339	-	737	737
Total tax charge	601	-	601	2,853	-	2,853

(C) Provision for deferred tax

No provision for deferred taxation has been made in the current or prior year. The Company has not provided for deferred tax on capital profits and losses arising on the revaluation or disposal of investments, as it is exempt from tax on these items because of its status as an investment trust company.

The Company has not recognised a deferred tax asset of £59,499,000 (25% tax rate) (2024: £54,349,000 (25% tax rate)) as a result of excess management expenses and overdraft expenses. It is not anticipated that these excess expenses will be utilised in the foreseeable future.

7. RETURN/(LOSS) PER SHARE

	2025	2024
	£'000	£'000
The return/(loss) per share is based on the following figures:
Revenue return	12,271	16,032
Capital (loss)/return	(222,039)	185,130
	(209,768)	201,162
Weighted average number of ordinary shares in issue during the year	518,984,143	585,308,530
Revenue return per ordinary share	2.4p	2.7p
Capital (loss)/return per ordinary share	(42.8)p	31.7p
	(40.4)p	34.4p

The calculation of the total, revenue and capital (loss)/return per ordinary share is carried out in accordance with IAS 33, "Earnings per Share", in accordance with the requirements of FRS 102.

8. DIVIDENDS

Under UK Company Law, final dividends are not recognised until they are approved by shareholders and interim dividends are not recognised until they are paid. They are also debited directly from reserves. Amounts recognised as distributable in these financial statements were as follows:

	2025	2024
	£'000	£'000
Final dividend in respect of the year ended 31 March 2024	11,197	-
Interim dividend in respect of the year ended 31 March 2025	3,582	-
Final dividend in respect of the year ended 31 March 2023	-	14,709
Interim dividend in respect of the year ended 31 March 2024	-	3,998
	14,779	18,707

In respect of the year ended 31 March 2025, an interim dividend of 0.7p per share was paid on 9 January 2025. A final dividend of 1.7p will be payable, subject to shareholder approval, on 23 July 2025, the associated ex-dividend date will be 12 June 2025. The total dividends payable in respect of the year ended 31 March 2025 amount to 2.4p per share (2024: 2.8p per share,). The aggregate cost of the final dividend, based on the number of shares in issue (excluding shares held in treasury) at 9 June 2025, will be £8,217,000. In accordance with FRS 102 dividends will be reflected in the financial statements for the year in which they become payable. Total dividends in respect of the financial year, which is the basis on which the requirements of s1158 of the Corporation Tax Act 2010 are considered, are set out below.

	2025	2024
	£'000	£'000
Revenue available for distribution by way of dividend for the year	12,271	16,032
Interim dividend in respect of the year ended 31 March 2024	-	(3,998)
Final dividend in respect of the year ended 31 March 2024	-	(11,241)
Interim dividend in respect of the year ended 31 March 2025	(3,582)	-
Final dividend in respect of the year ended 31 March 2025*	(8,217)	-
Net retained revenue	472	793

* based on 485,340,227 shares in issue (excluding shares held in treasury) as at 9 June 2025.

9. INVESTMENTS AND DERIVATIVE FINANCIAL INSTRUMENTS

				Derivative
				Financial
	Quoted	Unquoted		Instruments-	Total
	Investments	Investments	Total	Net	Investments
	£'000	£'000	£'000	£'000	£'000
Cost at 1 April 2024	1,549,252	124,985	1,674,237	-	1,674,237
Investment holdings gains/(losses) at 1 April 2024	425,856	8,142	433,998	(11,474)	422,524
Valuation at 1 April 2024	1,975,108	133,127	2,108,235	(11,474)	2,096,761
Movement in the year:
Transfer*	(8,774)	8,774	-	-	-
Purchases at cost	1,024,898	-	1,024,898	-	1,024,898
(Sales proceeds)/Close-out costs	(1,296,397)	(3,138)	(1,299,535)	28,358	(1,271,177)
Net movement in investment holdings gains/losses	(127,981)	(31,958)	(159,939)	(40,675)	(200,614)
Valuation at 31 March 2025	1,566,854	106,805	1,673,659	(23,791)	1,649,868
Cost at 31 March 2025	1,260,233	119,894	1,380,127	-	1,380,127
Investment holding gains/(losses) at 31 March 2025	306,621	(13,089)	292,532	(23,791)	269,741
Valuation at 31 March 2025	1,566,854	106,805	1,673,659	(23,791)	1,649,868

* See Note 16. One quoted investment was transferred to the unquoted category following the suspension of its shares.

The Company received £1,271,177,000 (2024: £1,266,878,000) from investments and derivatives sold in the year. The book cost of these was £1,319,008,000 (2024: £1,266,824,000). These investments and derivatives have been revalued over time and until they were sold any unrealised gains/losses were included in the fair value of the investments.

	2025	2024
	£'000	£'000
Net movement in investment holding (losses)/gains in the year	(189,939)	176,063
Net movement in derivative holding (losses)/gains in the year	(40,675)	37,731
(Losses)/gains on investments	(200,614)	213,794

Purchase transaction costs were £646,000 (2024: £992,000). Sales transaction costs were £915,000 (2024: £1,299,000). These comprise mainly commission and stamp duty.

10. DERIVATIVES

	2025	2024
	£'000	£'000
Fair value of OTC equity swaps - asset	1,487	944
Fair value of OTC equity swaps - liability	(25,278)	(12,418)
	(23,791)	(11,474)

See note 9 above for movements during the year.

11. DEBTORS

	2025	2024
	£'000	£'000
Amounts due from brokers	5,281	6,508
Withholding taxation recoverable	1,949	1,665
Prepayments and accrued income	773	2,059
	8,003	10,232

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

	2025	2024
	£'000	£'000
Amounts due to brokers	-	23,973
Overdraft drawn*	68,073	68,942
Other creditors and accruals	4,036	7,458
	72,109	100,373

* The Company's borrowing requirements are met through the utilisation of an overdraft facility provided by J.P. Morgan Securities LLC. The overdraft is drawn down in U.S. dollars. Interest on the drawn overdraft is charged at the United States Overnight Bank Funding Rate plus 45 basis points.

J.P. Morgan Securities LLC may take investments up to 140% of the value of the overdrawn balance as collateral and has been granted a first priority security interest or lien over the Company's assets.

13. SHARE CAPITAL

	2025	2024
	Number	Number
As at 1 April	545,942,332	62,620,763
Purchase of shares into treasury pre-share split	-	(2,507,439)
Issue of shares following 10 for 1 share split	-	541,019,916
Purchase of shares into treasury post-share split	(51,310,528)	(55,190,908)
As at year end:
In circulation	494,631,804	545,942,332
In Treasury	107,033,396	55,722,868
Listed	601,665,200	601,665,200
Nominal Value of 2.5p (2024: 2.5p) ordinary shares (£000)	15,042	15,042

During the year, the Company bought back ordinary shares at a cost of £176,524,000 (Year ended 31 March 2024: £252,759,000).

At the July 2023 AGM shareholders approved a resolution for a ten for one share split such that each shareholder would receive ten shares with a nominal value of 2.5 pence each for every one share held. 541,498,680 additional shares (541,019,916 to shareholders and 478,764 in relation to shares held in treasury) were issued on 27 July 2023 following this approval.

14. NET ASSET VALUE PER SHARE

	2025	2024
Net asset value per share	339.5p	381.1p

The net asset value per share is based on the assets attributable to equity shareholders of £1,679,346,000 (2024: £2,080,417,000) and on the number of shares in issue at the year end (excluding those shares held in treasury) of 494,631,804 (2024: 545,942,332) in issue.

15. RELATED PARTIES AND TRANSACTIONS WITH THE AIFM

The following are considered to be related parties:

· Frostrow Capital LLP (the Company's AIFM, a related party under the Listing Rules only)

· OrbiMed Capital LLC (the Company's Portfolio Manager)

· The Directors of the Company

Sven Borho is a Managing Partner at OrbiMed and has waived his Director's fee of £35,596 (2024: £34,244). Details of fees paid to OrbiMed by the Company can be found in note 3. All material related party transactions have been disclosed in notes 3 and 4.

Details of the remuneration of all Directors can be found on page 65 of the Annual Report. Details of the Directors' interests in the capital of the Company can also be found on page 65 of the Annual Report.

Three current and two former partners at OrbiMed have a minority financial interest totalling 19.2% in Frostrow, the Company's AIFM. Details of the fees paid to Frostrow by the Company can be found in note 3.

16. FINANCIAL INSTRUMENTS

Risk management policies and procedures

The Company's financial instruments comprise securities and other investments, derivative instruments, cash balances, overdrafts and debtors and creditors that arise directly from its operations.

As an investment trust, the Company invests in equities and other investments for the long term so as to secure its investment objective. In pursuing its investment objective, the Company is exposed to a variety of risks that could result in a reduction in the Company's net assets.

The main risks that the Company faces arising from its financial instruments are:

(i) market risk (including foreign currency risk, interest rate risk and other price risk)

(ii) liquidity risk

(iii) credit risk

These risks, with the exception of liquidity risk, and the Directors' approach to the management of them have not changed from the previous accounting year. The AIFM, in close co-operation with the Board and the Portfolio Manager, co-ordinates the Company's risk management.

Use of derivatives

Equity swaps are used within the Company's portfolio.

OTC equity swaps

The Company uses OTC equity swap positions to gain access to the Indian and Chinese markets when it is more cost effective to gain access via swaps or to gain exposure to thematic baskets of stocks.

Offsetting disclosure

Swap trades and OTC derivatives are traded under ISDA† Master Agreements. The Company currently has such agreements in place with Goldman Sachs and JP Morgan.

These agreements create a right of set-off that becomes enforceable only following a specified event of default, or in other circumstances not expected to arise in the normal course of business. As the right of set-off is not unconditional, for financial reporting purposes, the Company does not offset derivative assets and derivative liabilities.

† International Swap Dealers Association Inc.

(i) Other price risk

In pursuance of the Company's Investment Objective the Company's portfolio, including its derivatives, is exposed to the risk of fluctuations in market prices and foreign exchange rates.

The Board manage these risks through the use of limits and guidelines, monthly compliance reports from Frostrow and reports from Frostrow and OrbiMed presented at each Board meeting.

Other price risk exposure

The Company's gross exposure to other price risk is represented by the fair value of the investments and the underlying exposure through the derivative investments held at the year end as shown in the table below.

	2025			2024
			Notional*			Notional*
	Assets	Liabilities	exposure	Assets	Liabilities	exposure
	£'000	£'000	£'000	£'000	£'000	£'000
Investments	1,673,659	-	1,673,659	2,108,235	-	2,108,235
OTC equity swaps	1,487	(25,278)	207,565	944	(12,418)	198,082
	1,675,146	(25,278)	1,881,224	2,109,179	(12,418)	2,306,317

* The notional exposure is calculated in accordance with the AIFMD requirements for calculating exposure via derivatives. See glossary.

Other price risk sensitivity

If market prices of all of the Company's financial instruments including the derivatives at the Statement of Financial Position date had been 25% higher or lower (2024: 25% higher or lower) while all other variables remained constant: the revenue return would have decreased/increased by £0.2 million (2024: £0.2 million); the capital return would have increased/decreased by £462.8 million (2024: £572.5 million); and, the return on equity would have increased/decreased by £462.6 million (2024: £468.5 million). The calculations are based on the portfolio as at the respective Statement of Financial Position dates and are not representative of the year as a whole.

(ii) Foreign currency risk

A significant proportion of the Company's portfolio and derivative positions are denominated in currencies other than sterling (the Company's functional currency, and the currency in which it reports its results). As a result, movements in exchange rates can significantly affect the sterling value of those items.

Foreign currency exposure

The fair values of the Company's monetary assets and liabilities that are denominated in foreign currencies are shown below.

	2025			2024
	Current	Current		Current	Current
	assets	liabilities	Investments	assets	liabilities	Investments
	£'000	£'000	£'000	£'000	£'000	£'000
U.S. dollar	98,209	(68,073)	1,371,703	140,646	(166,711)	1,579,696
Swiss franc	1,301	-	-	11,102	-	11,652
Japanese yen	386	-	50,227	1,041	-	130,007
Hong Kong dollar	-	-	87,177	-	-	62,058
Other	643	-	22,132	993	-	132,435
	100,539	(68,073)	1,531,239	153,782	(166,711)	1,915,848

Foreign currency sensitivity

The following table details the sensitivity of the Company's net return for the year and shareholders' funds to a 10% increase and decrease in sterling against the relevant currency (2024: 10% increase and decrease).

These percentages have been determined based on market volatility in exchange rates over the previous 12 months. The sensitivity analysis is based on the Company's significant foreign currency exposures at each Statement of Financial Position date.

	2025				2024
	USD	YEN	CHF	HKD	USD	YEN	CHF	HKD
	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Sterling depreciates	181,466	5,624	145	9,686	195,910	14,561	2,528	6,895
Sterling appreciates	(148,472)	(4,601)	(118)	(7,925)	(160,290)	(11,913)	(2,069)	(5,642)

(iii) Interest rate risk

Interest rate changes may affect:

- the interest payable on the Company's variable rate borrowings;

- the level of income receivable from floating and fixed rate securities and cash at bank and on deposit;

- the fair value of investments in fixed interest securities.

Interest rate exposure

The Company's main exposure to interest rate risks is through its overdraft facility with J.P. Morgan Securities LLC, which is repayable on demand, and its holding in fixed interest securities. The exposure of financial assets and liabilities to fixed and floating interest rates, is shown below.

The interest rate exposure is shown in the table below.

	2025	2024
	Floating	Floating
	rate	rate
	£'000	£'000
Cash	101,502	78,721
Drawn overdraft	(75,991)	(73,866)*
Financed swap positions	(231,356)	(209,556)
	(205,845)	(204,701)

* In the 2024 financial statements, the figure for the overdraft facility was incorrectly disclosed as £12,412,000. The correct amount, which is properly reflected above, is £73,866,000. This correction relates solely to the disclosure and had no impact on the previously reported financial position or results.

All interest rate exposures are held in U.S. dollars.

Cash of £76.0 million (2024: £73.9 million) was held as collateral against the financed swap positions, of which £7.9 million (2024: £4.9 million) was offset against the drawn overdraft.

Interest rate sensitivity

If interest rates had been 1% higher or lower and all other variables were held constant, the Company's net return for the year ended 31 March 2025 and the net assets would increase/decrease by £2.1 million (2024: increase/decrease by £1.4 million).

(iv) Liquidity risk

This is the risk that the Company will encounter difficulty in meeting obligations associated with financial liabilities.

Management of the risk

Liquidity risk is not considered significant as the Company is a closed ended vehicle and the majority of the portfolio is invested in quoted securities that are readily realisable within one week, in normal market conditions. There may be circumstances where market liquidity is lower than normal. Stress tests have been performed to understand how long the portfolio would take to realise in such situations. The Board is comfortable that in such a situation the Company would be able to meet its liabilities as they fall due.

Liquidity exposure and maturity

Contractual maturities of the financial liability exposures as at 31 March 2025, based on the earliest date on which payment can be required, are as follows:

	2025		2024
	3 to 12	3 months	3 to 12	3 months
	months	or less	months	or less
	£'000	£'000	£'000	£'000
Drawn overdraft	-	75,991	-	73,866
Amounts due to brokers and accruals	-	4,036	-	31,461
OTC equity swaps	25,278	-	12,418	-
	25,278	80,027	12,418	43,873

(v) Credit risk

Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a financial loss.

The carrying amounts of financial assets best represent the maximum credit risk at the Statement of Financial Position date. The Company's quoted securities are held on its behalf by J.P. Morgan Securities LLC acting as the Company's Custodian and Prime Broker.

Certain of the Company's assets can be held by J.P. Morgan Securities LLC as collateral against the drawn overdraft provided by them to the Company. As at 31 March 2025 such assets held by J.P. Morgan Securities LLC are available for rehypothecation (see Glossary). As at 31 March 2025, assets with a total market value of £100.8 million (2024: £104.1 million) were available to J.P. Morgan Securities LLC to be used as collateral against the drawn overdraft which equates to 140% of the overdrawn position (calculated on a settled basis).

CREDIT RISK EXPOSURE

	2025	2024
	£'000	£'000
Derivative - OTC equity swaps	1,487	944
Current assets:
Other receivables (amounts due from brokers, dividends and interest receivable)	8,003	10,232
Cash	93,584	73,797

(vi) Fair value of financial assets and financial liabilities

Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value (investments and derivatives) or the Statement of Financial Position amount is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accrual, cash at bank, and the drawn overdraft).

(vii) Hierarchy of investments

The Company has classified its financial assets designated at fair value through profit or loss and the fair value of derivative financial instruments using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurements. The hierarchy has the following levels:

· Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

· Level 2 - inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

· Level 3 - inputs for the asset or liability that are not based on observable market data (unobservable inputs).

	Level 1	Level 2	Level 3	Total
As of 31 March 2025	£'000	£'000	£'000	£'000
Investments held at fair value through profit or loss	1,566,854	-	106,805	1,673,659
Derivatives: OTC swaps (assets)	-	1,487	-	1,487
Derivatives: OTC swaps (liabilities)	-	(25,278)	-	(25,278)
Financial instruments measured at fair value	1,566,854	(23,791)	106,805	1,649,868

As at 31 March 2025, nine equity investments (2024: ten) and a deferred consideration investment have been classified as level 3. All level 3 positions have been valued in accordance with the accounting policy set out in Note 1(b).

During 2025 two unquoted investments (2024: none) were transferred to Level 1 following their initial public offering and one Level 1 investment was transferred to level 3 following the suspension of its shares.

As of 31 March 2024	Level 1	Level 2	Level 3	Total
	£'000	£'000	£'000	£'000
Investments held at fair value through profit or loss	1,975,108	-	133, 127	2,108,235
Derivatives: OTC swaps (assets)	-	944	-	944
Derivatives: OTC swaps (liabilities)	-	(12,418)	-	(12,418)
Financial instruments measured at fair value	1,975,108	(11,474)	133,127	2,096,761

(viii) Capital management policies and procedures

The Company's capital management objectives are to ensure that it will be able to continue as a going concern and to maximise the income and capital return to its equity shareholders through an appropriate level of gearing or leverage.

The Board's policy on gearing and leverage is set out on page 9 of the Annual Report.

As at 31 March 2025 the Company had a net leverage percentage of 12.0% (2024: 10.8%).

The capital structure of the Company consists of the equity share capital, retained earnings and other reserves as shown in the Statement of Financial Position.

The Board, with the assistance of the AIFM and the Portfolio Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. This includes a review of:

- the planned level of gearing, which takes into account the Portfolio Manager's view of the market;

- the need to buy back equity shares, either for cancellation or to hold in treasury, in light of any share price discount to net asset value per share in accordance with the Company's share buy-back policy;

- the need for new issues of equity shares, including issues from treasury; and

- the extent to which revenue in excess of that which is required to be distributed should be retained.

The Company's objectives, policies and processes for managing capital are unchanged from the preceding accounting year.

17. CAPITAL RESERVE

		Capital Reserves
		Investment
		Holding
	Other	Gains*	Total
	£'000	£'000	£'000
At 1 April 2024**	770,872	422,524	1,193,396
Net losses on investments	(47,831)	(152,783)	(200,614)
Expenses and taxation charged to capital	(21,268)	-	(21,268)
Exchange loss on currency balances	(157)	-	(157)
Shares repurchased for Treasury	(176,524)	-	(176,524)
At 31 March 2025	525,092	269,741	794,833

* Investment holding gains relate to the revaluation of investments and derivatives held at the reporting date. (See note 9 for further details).

** In the 2024 financial statements, the breakdown of capital reserves between Other and Investment holding gains was misclassified as £607,590,000 and £585,806,000, respectively. This misclassification did not affect the total capital reserves figure or any other totals in the Statement of Financial Position.

The opening figures in the capital reserves table in these financial statements have been corrected accordingly. The comparative information has been restated solely to correct the presentation of these components; no changes have been made to the overall total capital reserves figure.

Under the Company's Articles of Association, sums within "capital reserves - other" are also available for distribution.

18. RECONCILIATION OF OPERATING RETURN/(LOSS) TO NET CASH INFLOW FROM OPERATING ACTIVITIES

	2025	2024
	£'000	£'000
(Loss)/gain before finance charges and taxation	(202,087)	212,139
Add: capital loss/(gains) before finance charges and taxation	215,313	(192,848)
Revenue return before finance charges and taxation	13,226	19,291
Expenses charged to capital	(14,542)	(15,454)
Decrease/(increase) in other debtors	1,286	(653)
(Decrease)/increase in other creditors	(629)	714
Net taxation suffered on investment income	(885)	(1,636)
Net cash (outflow)/inflow from operating activities	(1,544)	2,262

GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES ("APMS")

Active Share*

Active Share is expressed as a percentage and shows the extent to which a fund's holdings and their weightings differ from those of the fund's benchmark index. A fund that closely tracks its index might have a low Active Share of less than 20% and be considered passive, while a fund with an Active Share of 60% or higher is generally considered to be actively managed.

Alternative Investment Fund Managers Directive ("AIFMD")

Agreed by the European Parliament and the Council of the European Union and transported into UK legislation, the AIFMD classifies certain investment vehicles, including investment companies, as Alternative Investment Funds (AIFs) and requires them to appoint an Alternative Investment Fund Manager (AIFM) and a depositary to manage and oversee the operations of the investment vehicle. The Board of the Company retains responsibility for strategy, operations and compliance and the Directors retain a fiduciary duty to shareholders.

Alternative performance measure ("APM")

An APM is a numerical measure of the Company's current, historical or future financial performance, financial position or cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors in an investment trust such as the Company.

Benchmark

The performance of the Company is measured against the MSCI World Health Care Index on a net total return, sterling adjusted basis.

The net total return is calculated by reinvesting dividends after the deduction of withholding taxes.

Large Cap Biotech

Biotechnology companies with fully-integrated discovery, development and commercial capabilities and considered sustainably profitable.

Large Cap Pharma

Global, multinational pharmaceutical companies with fully-integrated discovery, development and commercial capabilities.

Discount or premium*

A description of the difference between the share price and the net asset value per share. The size of the discount or premium 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 the result is a premium. If the share price is lower than the net asset value per share, the shares are trading at a discount.

Emerging Biotech

Biotechnology companies that do not fit the criteria of Large Cap Biotech, ranging from early-stage development to newly profitable.

Equity swaps

An equity swap is an agreement where one party (counterparty) transfers the total return of an underlying equity position to the other party (swap holder) in exchange for a payment of the principal, and interest for financed swaps, at a set date. Total return includes dividend income and gains or losses from market movements. The exposure of the holder is the market value of the underlying equity position.

The Company currently only uses financed equity swaps, where payment is made on maturity. Financed swaps increase exposure by the value of the underlying equity position, with no initial outlay and no increase in the investment portfolio's value - there is therefore embedded leverage within a financed swap due to the deferral of payment to maturity.

* Alternative Performance Measure

The Company employs swaps for two purposes:

· To gain access to individual stocks in the Indian, Chinese and other emerging markets, where the Company is not locally registered to trade or is able to gain in a more cost efficient manner than holding the stocks directly; and,

· To gain exposure to thematic baskets of stocks (a Basket Swap). Basket Swaps are used to build exposure to themes, or ideas, that the Portfolio Manager believes the Company will benefit from and where holding a Basket Swap is more cost effective and operationally efficient than holding the underlying stocks or individual swaps.

Gearing

Gearing is calculated as the drawn overdraft, less net current assets (excluding dividends), divided by Net Assets, expressed as a percentage. For years prior to 2013, the calculation was based on borrowings as a percentage of Net Assets.

Generics

Any therapeutics company, domestic or global, that focuses a majority of its efforts (not necessarily 100%) on developing and selling generic and/or biosimilar prescription and/or OTC products.

Leverage

Leverage is defined in the AIFMD as any method by which the AIFM increases the exposure of an AIF. In addition to the gearing limit the Company also has to comply with the AIFMD leverage requirements. For these purposes the Board has set a maximum leverage limit of 140% for both methods. This limit is expressed as a % with 100% representing no leverage or gearing in the Company. There are two methods of calculating leverage as follows:

The Gross Method is calculated as total exposure divided by Shareholders' Funds. Total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the equivalent position in their underlying assets.

The Commitment Method is calculated as total exposure divided by Shareholders Funds. In this instance total exposure is calculated as net assets, less cash and cash equivalents, adding back cash borrowing plus derivatives converted into the equivalent position in their underlying assets, adjusted for netting and hedging arrangements.

See the definition of Equity Swaps for more details on how exposure through these instruments is calculated.

	2025 £'000		2024 £'000
	Fair Value	Exposure*	Fair Value	Exposure*
Investments	1,673,659	1,673,659	2,108,235	2,108,235
OTC equity swaps	(23,791)	207,565	(11,474)	198,082
	1,649,868	1,881,224	2,096,761	2,306,317
Shareholders' funds		1,679,346		2,080,417
Leverage %		12.0%		10.8%

* Calculated in accordance with AIFMD requirements using the Commitment Method

MSCI World Health Care Index (the Company's Benchmark)

The MSCI World Health Care Index is designed to capture the large and mid capitalisation segments across 23 developed markets countries: All securities in the index are classified as healthcare as per the Global Industry Classification Standard (GICS). Developed Markets countries include: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland the UK and the U.S. The net total return of the Index is used which assumes the reinvestment of any dividends paid by its constituents after the deduction of relevant withholding taxes. The performance of the Index is calculated in U.S.$ terms. Because the Company's reporting currency is £ the prevailing U.S.$/£ exchange rate is applied to obtain a £ based return.

* Alternative Performance Measure

NAV per share (pence)

The value of the Company's assets, principally investments made in other companies and cash being held, minus any liabilities. The NAV is also described as 'shareholders' funds' per share. The NAV is often expressed in pence per share after being divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share price which is the price at which the Company's shares can be bought or sold by an investor. The share price is determined by the relationship between the demand and supply of the shares.

Net asset value (NAV) per share total return*

The theoretical total return on shareholders' funds per share, reflecting the change in NAV assuming that dividends paid to shareholders were reinvested at NAV at the time the shares were quoted ex-dividend. A way of measuring investment management performance of investment trusts which is not affected by movements in discounts/premiums.

NAV Total Return	2025 £'000	2024 p
Opening NAV	381.1	343.5
Increase/(decrease) in NAV	(41.6)	37.6
Closing NAV	339.5	381.1
% increase/(decrease) in NAV	(10.9)%	10.9%
Impact of reinvested dividends	0.6%	1.1%
NAV Total Return	(10.3)%	12.0%

Ongoing Charges*

Ongoing charges are calculated by taking the Company's annualised ongoing charges, excluding finance costs, taxation, performance fees and exceptional items, and expressing them as a percentage of the average daily net asset value of the Company over the year.

	2025	2024
	£'000	£'000
AIFM & Portfolio Management fees (Note 3)	15,307	16,267
Other Expenses - Revenue (Note 4)	1,252	1,294
Total Ongoing Charges	16,559	17,561
Performance fees paid/crystallised	-	-
Total	16,559	17,561
Average net assets	1,984,818	2,036,653
Ongoing Charges	0.8%	0.9%
Ongoing Charges (including performance fees paid or crystallised during the year)	0.8%	0.9%

Rehypothecation

Rehypothecation is the practice by banks and brokers of using, for their own purposes, assets that have been posted as collateral by clients.

* Alternative Performance Measure

Share Price Total Return*

Return to the investor on mid-market prices assuming that all dividends paid were reinvested.

	2025	2024
Share Price Total Return	£'000	p
Opening share price	335.0	311.5
Increase/(decrease) in share price	(37.5)	23.5
Closing share price	297.5	335.0
% increase/(decrease) in share price	(11.2)%	7.5%
Impact of reinvested dividends	0.7%	1.1%
Share Price Total Return	(10.5)%	8.6%

Spec Pharma

Any other therapeutics company that does not fit the criteria of Large Cap Pharma or Generics that develop and sell pharmaceutical products, often focused on a limited number of therapeutic areas (or technologies), with a domestic and sometimes global footprint.

NOTICE OF THE ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of Worldwide Healthcare Trust PLC will be held at Saddlers' Hall, 40 Gutter Lane, London EC2V 6BR on Wednesday, 9 July 2025 from 12.30 pm for the following purposes:

Ordinary Resolutions

To consider and, if thought fit, pass the following resolutions which will be proposed as ordinary resolutions:

1. That the Report of the Directors and the audited Accounts for the year ended 31 March 2025 together with the Report of the Auditors thereon be received and adopted.

2. To approve the payment of a final dividend of 1.7p per ordinary share for the year ended 31 March 2025.

3. To approve the Company's dividend policy, as set out on page 29 of the Annual Report for the year ended 31 March 2025.

4. To elect Ms Sian Hansen as a Director of the Company.

5. To elect Mr William Hemmings as a Director of the Company.

6. To re-elect Mr Doug McCutcheon as a Director of the Company.

7. To re-elect Mr Sven Borho as a Director of the Company.

8. To re-elect Dr Bina Rawal as a Director of the Company.

9. To re-elect Mr Tim Livett as a Director of the Company.

10. To re-elect Ms Jo Parfrey as a Director of the Company.

11. To re-appoint PricewaterhouseCoopers LLP as the Company's Auditors and to authorise the Audit & Risk Committee to determine their remuneration.

12. To approve the Directors' Remuneration Report for the year ended 31 March 2025.

Authority to Allot Shares

13. THAT in substitution for all existing authorities the Directors be and are hereby generally and unconditionally authorised in accordance with section 551 of the Companies Act 2006 (the "Act") to exercise all powers of the Company to allot relevant securities (within the meaning of section 551 of the Act) up to a maximum aggregate nominal amount equal to 10% of the issued share capital of the Company at 9 June 2025 (or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed), provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or 15 months from the date of passing this resolution, whichever is the earlier, unless previously revoked, varied or renewed, by the Company in General Meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such offer or agreement as if the authority conferred hereby had not expired.

Special Resolutions

To consider and, if thought fit, pass the following resolutions which will be proposed as special resolutions:

Disapplication of Pre-Emption Rights

14. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 15 set out in the notice convening the Annual General Meeting at which this resolution is proposed ("Notice of Annual General Meeting")) the Directors be and are hereby generally empowered pursuant to Section 570 of the Companies Act 2006 (the "Act") to allot equity securities (within the meaning of Section 560 of the Act) for cash pursuant to the authority conferred on them by resolution 13 set out in the Notice of Annual General Meeting or otherwise as if Section 561(1) of the Act did not apply to any such allotment:

(a) pursuant to an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities respectively attributable to the interests of holders of shares in the capital of the Company ("Shares") are proportionate (as nearly as may be) to the respective numbers of Shares held by them but subject to such exclusions or other arrangements in connection with the issue as the Directors may consider necessary, appropriate or expedient to deal with equity securities representing fractional entitlements or to deal with legal or practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange, or any other matter whatsoever;

(b) provided that (otherwise than pursuant to sub-paragraph (a) above) this power shall be limited to the allotment of equity securities up to an aggregate nominal value equal to 10% of the issued share capital of the Company at 9 June 2025 (or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed) and provided further that (i) the number of equity securities to which this power applies shall be reduced from time to time by the number of treasury shares which are sold pursuant to any power conferred on the Directors by resolution 13 set out in the Notice of Annual General Meeting and (ii) no allotment of equity securities shall be made under this power which would result in Shares being issued at a price which is less than the net asset value per Share as at the latest practicable date before such allotment of equity securities as determined by the Directors in their reasonable discretion; and

such power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in General Meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might otherwise require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such offer or agreement as if the power conferred hereby had not expired.

15. THAT in substitution for all existing powers (and in addition to any power conferred on them by resolution 14 set out in the Notice of Annual General Meeting) the Directors be and are hereby generally empowered pursuant to Section 570 of the Companies Act 2006 (the "Act") to sell relevant shares (within the meaning of Section 560 of the Act) if, immediately before the sale, such shares are held by the Company as treasury shares (as defined in Section 724 of the Act ("treasury shares")), for cash as if Section 561(1) of the Act did not apply to any such sale provided that:

(a) this power shall be limited to the sale of relevant shares having an aggregate nominal value equal to 10% of the issued share capital of the Company at 9 June 2025 (or, if changed, the number representing 10% of the issued share capital of the Company at the date at which this resolution is passed) and provided further that the number of relevant shares to which power applies shall be reduced from time to time by the number of Shares which are allotted for cash as if Section 561(1) of the Act did not apply pursuant to the power conferred on the Directors by resolution 14 set out in the Notice of Annual General Meeting,

and such power shall expire at the conclusion of the next Annual General Meeting of the Company after the passing of this resolution or 15 months from the date of passing this resolution, whichever is earlier, unless previously revoked, varied or renewed by the Company in General Meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or agreement which would or might otherwise require treasury shares to be sold after such expiry and the Directors may sell treasury shares pursuant to such offer or agreement as if the power conferred hereby had not expired.

Authority to Repurchase Ordinary Shares

16. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the Companies Act 2006 (the "Act") to make one or more market purchases (within the meaning of section 693 of the Act) of ordinary shares in the capital of the Company ("Shares") (either for retention as treasury shares for future reissue, resale, transfer or cancellation), provided that:

(a) the maximum aggregate number of Shares authorised to be purchased shall be that number of shares which is equal to 14.99% of the issued share capital of the Company as of the value of the date of the passing of this resolution;

(b) the minimum price (exclusive of expenses) which may be paid for a Share is 2.5 pence;

(c) the maximum price (exclusive of expenses) which may be paid for a Share is an amount equal to the greater of (i) 105% of the average of the middle market quotations for a Share as derived from the Daily Official List of the London Stock Exchange for the five business days immediately preceding the day on which that Share is purchased and (ii) the higher of the price of the last independent trade and the highest then current independent bid on the London Stock Exchange as stipulated in the technical standards referred to in Article 5(6) of the Market Abuse Regulation (EU) No. 596/2014 (which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018);

(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, on the expiry of 15 months from the date of the passing of this resolution unless such authority is renewed prior to such time; and

(e) the Company may make a contract to purchase Shares under this authority before the expiry of such authority which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of Shares in pursuance of any such contract.

General Meetings

17. THAT the Directors be authorised to call general meetings (other than the Annual General Meeting of the Company) on not less than 14 clear days' notice, such authority to expire on the conclusion of the next Annual General Meeting of the Company, or, if earlier, on the expiry 15 months from the date of the passing of the resolution.

By order of the Board	Registered Office:
	One Wood Street
Frostrow Capital LLP	London EC2V 7WS
Company Secretary
10 June 2025

NOTES

1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder. A proxy need not be a shareholder of the Company.

2. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given, a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

3. This year, hard copy forms of proxy have not been included with this notice. Members can vote by: logging onto https://uk.investorcentre.mpms.mufg.com/ and following instructions; requesting a hard copy form of proxy directly from the registrars, MUFG Corporate Markets at [e-mail] or in the case of CREST members, utilising the CREST electronic proxy appointment service in accordance with the procedures set out below. To be valid any proxy form or other instrument appointing a proxy must be completed and signed and received by post or (during normal business hours only) by hand at MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL no later than 12.30 p.m. on Monday, 7 July 2025. Alternatively if you are an institutional shareholder you may also be able to appoint a proxy electronically via the Proxymity platform (see note 14 below). Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate Markets (the Company's registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date, access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play.

4. In the case of a member which is a company, the instrument appointing a proxy must be executed under its seal or signed on its behalf by a duly authorised officer or attorney or other person authorised to sign. Any power of attorney or other authority under which the instrument is signed (or a certified copy of it) must be included with the instrument.

5. The return of a completed proxy form, other such instrument or any CREST Proxy Instruction or appointing a proxy via Proxymity (as described below) will not prevent a shareholder attending the meeting and voting in person if he/she wishes to do so.

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

7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by shareholders of the Company.

8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered on the register of members of the Company (the "Register of Members") at the close of business on Monday, 7 July 2025 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting) will be entitled to attend and vote or be represented at the meeting in respect of shares registered in their name at that time. Changes to the Register of Members after that time will be disregarded in determining the rights of any person to attend and vote at the meeting.

9. As at 9 June 2025 (being the last business day prior to the publication of this notice) the Company's issued share capital consists of 483,340,227 ordinary shares, carrying one vote each. The Company holds 118,324,873 shares in treasury. Therefore, the total voting rights in the Company as at 9 June 2025 are 483 340,227.

10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of Euroclear UK and International ("CRESTCo"), and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA10) no later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Application Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that CRESTCo does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations?2001.

14. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.30pm on 7 July 2025 in order to be considered valid or, in the event of any adjournment, close of business on the date which is two working days before the time of the adjourned meeting. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.

15. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the first named being the most senior).

16. Members who wish to change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

17. Members who have appointed a proxy using the hard-copy proxy form and who wish to change the instructions using another hard-copy form, should contact MUFG Corporate Markets on 0371 664 0300 or [phone]. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open 09.00 to 17.30 Monday to Friday excluding public holidays in England and Wales.

18. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take?precedence.

19. In order to revoke a proxy instruction, members will need to inform the Company. Members should send a signed hard copy notice clearly stating their intention to revoke a proxy appointment to MUFG Corporate Markets, PXS1, 29 Wellington Street, Central Square, Leeds LS1 4DL. In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of attorney) must be included with the revocation notice. If a member attempts to revoke their proxy appointment but the revocation is received after the time for receipt of proxy appointments (see above) then, subject to paragraph 4 above, the proxy appointment will remain valid.

EXPLANATORY NOTES TO THE RESOLUTIONS

Resolution 1 - To receive and adopt the Annual Report and Accounts

The Annual Report and Accounts for the year ended 31 March 2025 will be presented to the Annual General Meeting ("AGM"). These accounts accompany this Notice of Meeting.

Resolution 2 - To approve a Final Dividend

The rationale for the payment of a final dividend is set out in the Statement from the Chair, in the Business Review and the Report of the Directors.

Resolution 3 - Approval of the Company's DividendPolicy

Resolution 3 seeks shareholder approval of the Company's dividend policy, which is set out on page 29 of the Annual Report.

Resolutions 4 to 10 - Election/Re-election of Directors

Resolutions 4 to 10 deal with the election/re-election of each Director. Biographies of each of the Directors can be found on pages 44 to 46 of the Annual Report.

The Board has confirmed, following a performance review, that the Directors standing for re-election and election continue to perform effectively.

Resolution 11 - Re-appointment of Auditors and the determination of their remuneration

Resolution 11 relates to the re-appointment of PricewaterhouseCoopers LLP as the Company's independent Auditors to hold office until the next AGM of the Company and also authorises the Audit & Risk Committee to set their remuneration.

Resolution 12 - Directors' Remuneration Report

The Directors' Remuneration Report can be found on pages 64 to 66 of the Annual Report.

Resolutions 13, 14 and 15 - Issue of Shares

Ordinary Resolution 13 in the Notice of AGM will renew the authority to allot the unissued share capital up to an aggregate nominal amount equal to 10% of the aggregate nominal amount of the Company's issued share capital on 9 June 2025, being the nearest practicable date prior to the signing of this Report (or if changed, the number representing 10% of the issued share capital of the Company at the date at which the resolution is passed).

Such authority will expire on the date of the next AGM or after a period of 15 months from the date of the passing of the resolution, whichever is earlier. This means that the authority will have to be renewed at the next AGM.

When shares are to be allotted for cash, Section 551 of the Companies Act 2006 (the "Act") provides that existing shareholders have pre-emption rights and that the new shares must be offered first to such shareholders in proportion to their existing holding of shares. However, shareholders can, by special resolution, authorise the Directors to allot shares otherwise than by a pro rata issue to existing shareholders. Special Resolution 14 will, if passed, give the Directors power to allot for cash equity securities up to an aggregate nominal amount equal to 10% of the Company's share capital on 9 June 2025 (or if changed, the number representing 10% of the issued share capital of the Company at the date at which the resolution is passed), as if Section 551 of the Act does not apply. This is the same nominal amount of share capital which the Directors are seeking the authority to allot pursuant to Resolution 15. This authority will also expire on the date of the next Annual General Meeting or after a period of 15 months, whichever is earlier. This authority will not be used in connection with a rights issue by the Company.

Under the Companies (Acquisition of Own Shares) (Treasury Shares) Regulations 2003 (as amended) (the "Treasury Share Regulations") the Company is permitted to buyback and hold shares in treasury and then sell them at a later date for cash, rather than cancelling them. The Treasury Share Regulations require such sale to be on a pre-emptive, pro rata, basis to existing shareholders unless shareholdersagree by special resolution to disapply such pre-emption rights. Accordingly, in addition to giving the Directors power to allot unissued share capital on a non pre-emptive basis pursuant to Resolution 14, Resolution 15, if passed, will give the Directors authority to sell shares held in treasury on a non pre-emptive basis. No dividends may be paid on any shares held in treasury and no voting rights will attach to such shares. The benefit of the ability to hold treasury shares is that such shares may be resold. This should give the Company greater flexibility in managing its share capital, and improve liquidity in its shares. It is the intention of the Board that any re-sale of treasury shares would only take place at a premium to the cum income net asset value per share. It is also the intention of the Board that sales from treasury would only take place when the Board believes that to do so would assist in the provision of liquidity to the market. The number of treasury shares which may be sold pursuant to this authority is limited to an aggregate nominal amount equal to 10% of the Company's share capital on 9 June 2025 (or if changed, the number representing 10% of the issued share capital of the Company at the date at which the resolution is passed) (reduced by any equity securities allotted for cash on a non-pro rata basis pursuant to Resolution 14, as described above). This authority will also expire on the date of the next Annual General Meeting or after a period of 15 months, whichever is earlier.

The Directors intend to use the authority given by Resolutions 13, 14 and 15 to allot shares and disapply pre-emption rights only in circumstances where this will be clearly beneficial to shareholders as a whole. The issue proceeds would be available for investment in line with the Company's investment policy. No issue of shares will be made which would effectively alter the control of the Company without the prior approval of shareholders in general meeting.

New Shares will only be issued at a premium to the Company's cum income net asset value per share at the time of issue.

Resolution 16 - Share Repurchases

The Directors wish to renew the authority given by shareholders at the previous AGM. The principal aim of a share buyback facility is to enhance shareholder value by acquiring shares at a discount to net asset value, as and when the Directors consider this to be appropriate. The purchase of Shares, when they are trading at a discount to net asset value per share should result in an increase in the net asset value per share for the remaining shareholders. This authority, if conferred, will only be exercised if to do so would result in an increase in the net asset value per share for the remaining shareholders and if it is in the best interests of shareholders generally. Any purchase of shares will be made within guidelines established from time to time by the Board. It is proposed to seek shareholder authority to renew this facility for another year at the AGM.

Under the current Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the higher of (i) 105% of the average of the middle market quotations for the shares over the five business days immediately preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on the trading venue where the purchase is carried out. The minimum price which may be paid is 2.5p per Share. Existing shares which are purchased under this authority will either be cancelled or held as Treasury Shares.

Special Resolution 16 in the Notice of AGM will renew the authority to purchase in the market a maximum of 14.99% of the issued share capital of the Company as at the date of the passing of the resolution, 14.99% of the issued share capital of the Company as changed by that resolution. Such authority will expire on the date of the next AGM or after a period of 15 months from the date of passing of the resolution, whichever is earlier. This means in effect that the authority will have to be renewed at the next AGM or earlier if the authority has been exhausted.

Resolution 17 - General Meetings

Special Resolution 17 seeks shareholder approval for the Company to hold General Meetings (other than the AGM) at 14 clear days' notice. The Board confirms that the shorter notice period would only be used where it was merited by the purpose of the meeting.

Recommendation

The Board considers that the resolutions relating to the above items are in the best interests of shareholders as a whole. Accordingly, the Board unanimously recommends to the shareholders that they vote in favour of the above resolutions to be proposed at the forthcoming AGM as the Directors intend to do in respect of their own beneficial holdings totalling 628,455 shares.

ENDS-

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

For further information please contact

Mark Pope

For and on behalf of Frostrow Capital LLP

Company Secretary

0203 008 4913

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