SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 20-F
                                   (Mark One)
          |_| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                                       OR
            |_| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                       OR
          |X| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
        for the transition period from July 1, 2002 to December 31, 2002

                         Commission File Number: 0-27336
              Schroder Ventures International Investment Trust plc
             (Exact name of Registrant as specified in its charter)
                                England and Wales
                         (Jurisdiction of incorporation)

              ----------------------------------------------------

                                31 Gresham Street
                            London, EC2V 7QA England
        Securities registered pursuant to Section 12(b) of the Act: None

              ----------------------------------------------------

           Securities registered pursuant to Section 12(g) of the Act:

      Title of each class: Name of each U.S. exchange on which registered:
                              Ordinary Shares None*

      * The Ordinary Shares are listed on the Official List of the Financial
Services Authority (in its capacity as U.K. Listing Authority) and admitted to
trading on the London Stock Exchange plc.


    ------------------------------------------------------------------------

     Securities for which there is a reporting obligation pursuant to Section
                             15(d) of the Act: None


   --------------------------------------------------------------------------

     Indicate the number of outstanding  shares of each of the issuer's  classes
of capital or common  stock as of the close of  December  31,  2002,  the period
covered by the transition report. 102,265,699

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

                                 |X| Yes |_| No

 Indicate by check mark which financial statement item the registrant has
 elected to follow.

                             |X| Item 17 |_| Item 18


<PAGE>

              Schroder Ventures International Investment Trust plc
                         Transition Report on Form 20-F
                         for the transition period from
                        July 1, 2002 to December 31, 2002

                                TABLE OF CONTENTS


Item                                                              Page No.


Part I   .........................................................1


Item 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS....1


Item 2.  OFFER STATISTICS AND EXPECTED TIMETABLE..................1


Item 3.  KEY INFORMATION..........................................1

A.       Selected Financial Data..................................1
B.       Capitalization and Indebtedness..........................1
C.       Reasons for the Offer and Use of Proceeds................1
D.       Risk Factors.............................................1

Item 4.  INFORMATION ON SCHRODER VENTURES INTERNATIONAL INVESTMENT
         TRUST PLC................................................2

A.       History and Development of the Company...................2
B.       Business Overview........................................2
C.       Organizational Structure.................................2
D.       Property, Plants and Equipment...........................2

Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS.............2

A.       Operating Results........................................2
B.       Liquidity and Capital Resources..........................2
C.       Research and Development, Patents and Licenses, etc......4
D.       Trend Information........................................5

Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES...............5

A.       Directors and Senior Management..........................5
B.       Compensation.............................................5
C.       Director Practices.......................................5
D.       Employees................................................5
E.       Share Ownership..........................................5

Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS........5

A.       Major Shareholders.......................................5
B.       Related Party Transactions...............................5
C.       Interests of Experts and Counsel.........................5

Item 8.  FINANCIAL INFORMATION....................................5

A.       Consolidated Statements and Other Financial Information..5
B.       Significant Changes......................................6

Item 9.  THE OFFER AND LISTING....................................6

A.       Plan of Distribution.....................................6
B.       Markets..................................................6
C.       Selling Shareholders.....................................6
D.       Dilution.................................................6
E.       Expenses of the Issue....................................6

                                      - i -

<PAGE>


Item 10. ADDITIONAL INFORMATION...................................6

A.       Share Capital............................................6
B.       Memorandum and Articles of Association of Schroder Ventures
         International Investment Trust plc.......................6
C.       Material Contracts.......................................6
D.       Exchange Controls........................................6
E.       Taxation.................................................6
F.       Dividends and Paying Agents..............................7
G.       Statement by Experts.....................................7
H.       Documents on Display.....................................7
I.       Subsidiary Information...................................7

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
         RISK.....................................................7


Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES...7


Part II  .........................................................8


Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES..........8


Item 14  MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
         HOLDERS AND USE OF PROCEEDS..............................8


Item 15. Controls And Procedures..................................8


Item 16. [RESERVED]...............................................8


Part III .........................................................9


Item 17. FINANCIAL STATEMENTS.....................................9


Item 18. FINANCIAL STATEMENTS.....................................9


Item 19. EXHIBITS.................................................9



                                      -ii-

<PAGE>


     Unless  otherwise  indicated  herein,  all  information in this  transition
report is presented as of March 25, 2003.  Amounts expressed in pounds (GBP) are
in United Kingdom pounds  sterling.  Amounts  expressed in (EUR) are in European
Monetary  Union euros.  According to the Federal  Reserve Bank of New York,  the
Noon Buying Rate for pounds sterling in New York City expressed in U.S.  Dollars
per GBP1.00  (rounded  to the nearest  cent) on March 25, 2003 was $1.57 and the
Noon Buying Rate for European Monetary Union euros in New York City expressed in
U.S.  Dollars  per EUR1.00  (rounded to the nearest  cent) on March 25, 2003 was
$1.07. The United Kingdom terms "accounting period," "allot," "realization," and
"shares in issue" are used  interchangeably  in this report with the synonymous,
respective United States terms "fiscal year," "issue," "disposition" and "shares
outstanding."


                                     PART I

     This  Form 20-F  constitutes  a  transition  report  of  Schroder  Ventures
International Investment Trust plc (the "Company").  Unless the context requires
otherwise,   the  term  "Company"   includes  Schroder  Ventures   International
Investment Trust plc, its subsidiary  undertakings  and associated  undertakings
(as defined in the Companies Act 1985 of Great Britain (the  "Companies  Act")),
the Platinum Trust (a Guernsey unit trust referred to in this transition  report
as the "Trust"),  Schroder Ventures  (London)  Limited,  Schroder Ventures North
America,  Inc., SVIIT Investment Managers Limited and Schroder Ventures (Boston)
Inc.

     The Company is filing this  report to disclose  information  for the period
from July 1, 2002, which was the beginning of the Company's fiscal year in 2002,
through December 31, 2002, which the Company  established as its new fiscal year
end. The Company also  established  January 1, 2003 and December 31, 2003 as the
beginning and end, respectively, of its current fiscal year.


Item 1.  IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

         Not applicable to this Transition Report on Form 20-F.

Item 2.  OFFER STATISTICS AND EXPECTED TIMETABLE

         Not applicable to this Transition Report on Form 20-F.

Item 3.  KEY INFORMATION

A.       Selected Financial Data

         Not applicable to this Transition Report on Form 20-F.

B.       Capitalization and Indebtedness

         Not applicable to this Transition Report on Form 20-F.

C.       Reasons for the Offer and Use of Proceeds

         Not applicable to this Transition Report on Form 20-F.

D.       Risk Factors

         Not applicable to this Transition Report on Form 20-F.

                                      -1-

<PAGE>



Item 4.  INFORMATION ON SCHRODER VENTURES INTERNATIONAL INVESTMENT TRUST PLC


A.       History and Development of the Company

         Not applicable to this Transition Report on Form 20-F.

B.       Business Overview

         Not applicable to this Transition Report on Form 20-F.

C.       Organizational Structure

         Not applicable to this Transition Report on Form 20-F.

D.       Property, Plants and Equipment

         Not applicable to this Transition Report on Form 20-F.


Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS

     This  report  reflects  the  change of the  Company's  fiscal  year,  which
previously  began on July 1 of each year and  ended on June 30 of the  following
year. The Company's fiscal year now constitutes the period between January 1 and
December  31 of each  calendar  year.  In order to change its fiscal  year,  the
Company  ended the fiscal year that began on July 1, 2002 on December  31, 2002,
resulting in a shortened fiscal year.

     The "Portfolio  Activity for the Six Months to 31 December 2002," "New Fund
Commitments,"  "Operating  Review" and  "Outlook"  sections of the "Chairman and
CEO's Statement" on Pages 4 and 5 of the Company's Report and Accounts  December
2002 (the "Report and Accounts"),  and the "Portfolio Review" on Pages 6 through
11 of the Report and Accounts, are incorporated herein by reference.  Additional
information follows.

A.       Operating Results

     During the period  from July 1, 2002 to  December  31,  2002,  the  Company
received  notices  of Calls  aggregating  approximately  GBP122.7  million,  and
received  proceeds from  dispositions of underlying  investments of the Funds of
approximately GBP104.5 million.  During the same period, total realized gains on
investments  were GBP58.0 million,  total unrealized  losses on investments were
GBP15.4 million,  and total net loss on income was GBP2.2 million.  In addition,
the Company's total return per Ordinary Share was 39.21 pence.

B.       Liquidity and Capital Resources

     You should read this section in conjunction with the consolidated financial
statements and the accompanying notes in "Item 17. Financial Statements" of this
transition report.  Historical results and percentage relationships set forth in
Item 17 and this section should not be taken as indicative of future  operations
of the Company.  This Form 20-F contains  forward-looking  statements within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the  Securities  Exchange Act of 1934, as amended.  These  statements are
generally  characterized by terms such as "believe,"  "anticipate," "expect" and
"may."  Although the Company  believes that the  expectations  reflected in such
forward-looking statements are based upon reasonable assumptions,  the Company's
actual results could differ  materially from those given in the  forward-looking
statements.  All written and oral forward-looking  statements made in connection
with this transition report on Form 20-F that are attributable to the Company or
persons  acting on its behalf are expressly  qualified in their  entirety by the
"Risk Factors" and other cautionary  statements included in our annual report on
Form 20-F (File No.  027336).  The Company  disclaims  any  obligation to update
information contained in any forward-looking statement.


                                      -2-

<PAGE>


General

     The "Portfolio  Activity for the Six Months to 31 December 2002," "New Fund
Commitments"  and  "Operating  Review"  sections  of  the  "Chairman  and  CEO's
Statement"  on  Pages 4 and 5 of the  Company's  Report  and  Accounts,  and the
"Portfolio  Review"  on Pages 6  through  11 of the  Report  and  Accounts,  are
incorporated herein by reference.

Commitments and Contingencies

     Fund Commitments.  The "New Fund Commitments"  section of the "Chairman and
CEO's Statement" on Page 4 of the Report and Accounts and the "Fund Commitments"
section  of the  "Portfolio  Review"  on Pages 10  through  11 of the Report and
Accounts are incorporated herein by reference.

     Calls.  As of December 31, 2002,  the Company had uncalled  commitments  to
funds in which it invests  (the  "Funds") of GBP293.4  million and may invest in
other funds in the future.  In connection  with any  investment  in a Fund,  the
Company becomes subject to the obligation to pay future capital commitments,  or
Calls, related to the investment in that Fund. To the extent that the Company is
required  to meet Calls as a result of its  investment  in existing  Funds,  the
Company's  Board of Directors  (the  "Directors")  expects to meet the Company's
commitments  to pay these Calls from the existing cash resources of the Company,
the  funds  available  under  the  Company's  facility  agreement,  and from the
proceeds of future distributions from its holdings in the Funds.

     For the period from July 1, 2002 to December 31, 2002, the Company received
proceeds  from   dispositions   of  underlying   investments  in  the  Funds  of
approximately GBP104.5 million,  which, together with existing cash resources of
the Company,  were sufficient to satisfy notices of Calls  aggregating  GBP122.7
million received during such period.

     Share  Repurchases.  At the Annual  General  Meeting of the Company held on
November  26,  2002,  the Company was  authorized  to purchase up to  15,329,628
Ordinary  Shares  (representing  14.99%  of the  Ordinary  Shares in issue as of
October 1, 2002).  The minimum purchase price authorized to be paid per Ordinary
Share is GBP1.00 and the maximum price is an amount equal to 105% of the average
of the middle market  quotations  for an Ordinary  Share taken from the Official
List for the five business days immediately  preceding the purchase.  During the
period ended  December 31, 2002,  the authority was not utilized and the
Directors will seek to renew the  authority by special  resolution  at the
Annual General Meeting, which is scheduled to be held on April 25, 2003.

     Borrowing  Limitations  and Policy.  The Company's  Articles of Association
limit the  Company's  ability  to borrow  to an  amount  equal to the  Company's
"adjusted  capital  and  reserves"  (as such term is  defined  in the  Company's
Articles of Association)  unless otherwise  authorized by an ordinary resolution
of the  shareholders.  It is intended that total  borrowings  less cash and cash
equivalents  (excluding the bonds and their proceeds) will not exceed 40% of the
Company's consolidated net assets.

     Facility  Agreement.  On March 16, 2001,  the Company,  Barings  (Guernsey)
Limited, as trustee of the Trust and the Royal Bank of Scotland plc (the "Bank")
entered  into  a  facility  agreement  (the  "Facility   Agreement")  to  permit
borrowings of up to EUR225  million.  The Facility  Agreement is available for a
five-year  period,  and may be extended for  additional  12-month  periods.  The
Company is obligated to pay, on a quarterly  basis, an annual  commitment fee on
any undrawn and  uncancelled  amount  outstanding  from time to time between the
date  of the  Facility  Agreement  and  the  termination  date  of the  Facility
Agreement.  The  Company  expensed  a fee of  approximately  GBP254,000  for the
transition  period from July 1, 2002 and December 31, 2002. The Company also has
paid an arrangement fee of GBP146,000 to extend the Facility  Agreement to March
16, 2007.

     The Facility Agreement is a multi-currency  revolving loan facility with an
available  aggregate  principal  amount of up to EUR225  million.  The  Facility
Agreement is on normal commercial terms (including representations, undertakings
and events of default) and loans under the Facility  Agreement  bear interest at
the rate of LIBOR or, in relation to any loan in euro,  EURIBOR,  plus mandatory
costs, if any, and a margin of 0.75% annually (or 1% annually if any Default (as
defined  in  the  Facility  Agreement)  has  occurred  or  is  continuing  or if
Consolidated Gross Borrowings (as defined in the Facility  Agreement) exceed 20%
of  Consolidated   Adjusted  Investment  Assets  (as  defined  in  the  Facility
Agreement)).  The Facility Agreement may be used to meet future Calls in respect
of the Company's existing holdings in immature Funds, to make new investments or
for general corporate purposes.

                                      -3-

<PAGE>

     The  terms of the  Facility  Agreement  include a  guarantee  given by each
borrower  of the other  borrower's  obligations.  The  Facility  Agreement  also
requires the Company to maintain  certain  ratios of borrowings  to assets.  The
Company  and  Barings  (Guernsey)  Limited  (as  trustee of the Trust) also each
entered  into a debenture  dated March 16, 2001 in relation to their  respective
obligations under the Facility  Agreement in favor of The Royal Bank of Scotland
plc as security trustee.

     As of  December  31,  2002,  there  were no amounts  outstanding  under the
Facility Agreement.

Issues of New Shares

     At the November 26, 2002 Annual General Meeting,  the Directors,  on behalf
of the Company, were authorized to issue relevant securities and to issue equity
securities as if the preemption provisions in Section 89(1) of the Companies Act
did not apply. The Directors will seek to renew the following authorities at the
Annual General Meeting, which is scheduled to be held on April 25, 2003:

1.    To issue relevant securities up to an aggregate nominal amount of (a)
      GBP1,023,910 (equivalent to 1% of the Company's issued Ordinary Share
      capital as of March 21, 2003) in connection with the Company's Executive
      Share Option Plan 2001; and (b) GBP34,130,337 (equivalent to one-third of
      the Company's issued Ordinary Share capital as of March 21, 2003), and

2.    To issue equity securities as if the preemption provisions in section
      89(1) of the Companies Act did not apply (a) up to an aggregate nominal
      amount of GBP1,023,910 (equivalent to 1% of the Company's issued Ordinary
      Share capital as of March 21, 2003) in connection with the Company's
      Executive Share Option Plan 2001; (b) pursuant to rights issues and other
      preemptive issues; and (c) up to an aggregate nominal amount of
      GBP10,239,101 (equivalent to 10% of the Company's issued ordinary share
      capital as of March 21, 2003).

Dividend Policy

     In  order  to  comply  with  the  current  conditions  for  approval  as an
investment  trust for U.K.  tax  purposes,  the  Company  is  prohibited  by its
Articles of Association  from  distributing  as dividends any capital  surpluses
arising from the sale or other disposition of its investments.  Accordingly, any
dividends  paid by the Company  will be funded out of its revenue  account.  The
Directors expect the Company to make sufficient  dividend payments to ensure the
Company is able to meet the current  conditions  for  approval as an  investment
trust for U.K. tax purposes.  The Directors  expect that any returns for holders
of Ordinary  Shares will derive  primarily from the capital  appreciation of the
Ordinary Shares rather than from the dividend income of the Ordinary Shares.

     In the  absence  of  unforeseen  circumstances,  the  Directors  expect  to
distribute   sufficient  dividends  from  revenue  profits  to  shareholders  in
accordance  with this policy each year.  The  Directors  did not  recommend  the
payment of a final  dividend  for the period ended  December  31,  2002,  as the
Company reported a deficit for the period in its revenue account.

Liquidity Requirements

     The Directors  believe that capital  resources and revenues of the Company,
together  with any new  issuances  of  Ordinary  Shares or  borrowings  that the
Directors deem necessary under the Facility  Agreement or other issues of equity
or debt  instruments,  will be sufficient to fund the Company's  short-term  and
long-term obligations relating to commitments,  investments, proposed operations
and required cash distributions to the holders of the Ordinary Shares.

C.       Research and Development, Patents and Licenses, etc.

         None.


                                      -4-


<PAGE>

D.       Trend Information

     The  "Operating  Review"  section of the "Chairman and CEO's  Statement" on
Pages 4 and 5 of the Company's Report and Accounts,  and the "Portfolio  Review"
on Pages 6 through 11 of the Report and  Accounts,  are  incorporated  herein by
reference.

Item 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A.       Directors and Senior Management

         Not applicable to this Transition Report on Form 20-F.

B.       Compensation

         Not applicable to this Transition Report on Form 20-F.

C.       Director Practices

         Not applicable to this Transition Report on Form 20-F.

D.       Employees

         Not applicable to this Transition Report on Form 20-F.

E.       Share Ownership

         Not applicable to this Transition Report on Form 20-F.

Item 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A.       Major Shareholders

         Not applicable to this Transition Report on Form 20-F.

B.       Related Party Transactions

         Not applicable to this Transition Report on Form 20-F.

C.       Interests of Experts and Counsel

         Not applicable to this Transition Report on Form 20-F.

Item 8.  FINANCIAL INFORMATION

A.       Consolidated Statements and Other Financial Information

Legal Proceedings

     Since its  incorporation,  the Company has not been  engaged in, and is not
currently  engaged in, any litigation or arbitration  and no litigation or claim
is pending or threatened against the Company.  There are no material proceedings
to which a director,  officer or affiliate of the Company,  or any  associate of
any such director, officer or affiliate of the Company is a party adverse to the
Company or any of its  subsidiaries  or has a material  interest  adverse to the
Company or any of its subsidiaries.

                                      -5-

<PAGE>


B.       Significant Changes

         Not applicable to this Transition Report on Form 20-F.

Item 9.  THE OFFER AND LISTING

         Not applicable to this Transition Report on Form 20-F.

A.       Plan of Distribution

         Not applicable to this Transition Report on Form 20-F.

B.       Markets

         Not applicable to this Transition Report on Form 20-F.

C.       Selling Shareholders

         Not applicable to this Transition Report on Form 20-F.

D.       Dilution

         Not applicable to this Transition Report on Form 20-F.

E.       Expenses of the Issue

         Not applicable to this Transition Report on Form 20-F.

Item 10. ADDITIONAL INFORMATION

A.       Share Capital

         Not applicable to this Transition Report on Form 20-F.

B.       Memorandum and Articles of Association of Schroder Ventures
         International Investment Trust plc

         Not applicable to this Transition Report on Form 20-F.

C.       Material Contracts

         Not applicable to this Transition Report on Form 20-F.

D.       Exchange Controls

         Not applicable to this Transition Report on Form 20-F.

E.       Taxation

         Not applicable to this Transition Report on Form 20-F.


                                      -6-

<PAGE>

F.       Dividends and Paying Agents

         Not applicable to this Transition Report on Form 20-F.

G.       Statement by Experts

         Not applicable to this Transition Report on Form 20-F.

H.       Documents on Display

         Not applicable to this Transition Report on Form 20-F.

I.       Subsidiary Information

         Not applicable to this Transition Report on Form 20-F.

Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable to this Transition Report on Form 20-F.

Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

         Not applicable to this Transition Report on Form 20-F.


                                      -7-


<PAGE>


                                    PART II

Item 13. CONTINUED DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

         None.

Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

         None.

Item 15. CONTROLS AND PROCEDURES

     (a)    The    Directors    have    identified     significant    strategic,
investment-related,  operational  and service  provider risks and have adopted a
monitoring  system to ensure  that risk  management  and all aspects of internal
controls are  considered  on a regular  basis.  The  Company's  Chief  Executive
Officer and Principal  Financial  Officer  oversee the  implementation  of these
controls and procedures on behalf of the Directors,  who review the controls and
procedures  annually.  These  controls  and  procedures  allow  for  information
required to be disclosed in the  Company's  reports  filed under the  Securities
Exchange  Act of 1934 to be reported on a timely  basis to the  Company's  Chief
Executive  Officer,  its Principal  Financial  Officer and the Directors.  These
controls and  procedures  were last evaluated by the Company's  Chief  Executive
Officer and Principal  Financial Officer on March 6, 2003, the date on which the
Directors  undertook their annual review of the  effectiveness  of the system of
internal controls and procedures.

     (b) Based on the foregoing,  our Chief Executive  Officer and our Principal
Financial  Officer  concluded  that  the  Company's   disclosure   controls  and
procedures were effective.

     (c) There  have not been  significant  changes  in the  Company's  internal
controls or in other  factors that could  significantly  affect  these  controls
subsequent  to the date of their  evaluation,  nor were  there  any  significant
deficiencies  or  material  weaknesses  that  required  the  Company to take any
corrective actions.

Item 16. [RESERVED]


                                      -8-

<PAGE>


                                    PART III

Item 17. FINANCIAL STATEMENTS

     The  financial  statements  required by Item 17 are  included as follows on
Pages F1 through F32 of this report.

Item 18. FINANCIAL STATEMENTS

         Not applicable to this Transition Report on Form 20-F.

Item 19. EXHIBITS

         The following exhibits are filed as a part of this transition report:

<TABLE>
<CAPTION>

Exhibit Number  Exhibit Name


<C>            <S>                                                                                            <S>

1.1             Memorandum of Association                                                                      *


1.2             Articles of Association, as adopted on December 5, 2000                                        *

2.1             Registrar and Paying Agency Agreement, dated November 21, 2001, between the Company,          ***
                The Law Debenture Trust Corporation p.l.c. and J.P. Morgan Chase Bank.

2.2             Listing Particulars, dated July 2, 2002                                                       ***

2.3             Trust Deed, dated November 21, 2001, between the Company and The Law Debenture Trust          ***
                Corporation p.l.c.

4.1             Deposit Agreement, dated November 30, 2000, between the Company and The Bank of New York      **

4.2             Share Purchase Agreement, dated March 16, 2001, between the Company and Schroder              **
                Ventures Limited

4.3             Stock Purchase Agreement dated April 5, 2001 between Schroder Venture Managers Inc. and       **
                Schroder Ventures (London) Limited

4.4             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures           **
                K.K. (Japan)

4.5             Services Agreement, dated March 16, 2001, between the Company and Schroder Capital            **
                Partners Limited (Asia)

4.6             Services Agreement, dated March 16, 2001, between the Company and Schroders &                 **
                Associates Canada Inc. (Canada)

4.7             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures           **
                Life Sciences Advisers Limited (Life Sciences)

4.8             Services Agreement, dated March 16, 2001, between the Company and Schroder Venture            **
                Partners LLC (U.S.)

4.9             Services Agreement, dated March 16, 2001, among the Company, Schroder Ventures (London)       **
                Limited and Schroder Ventures Europe BV

4.10            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroder Ventures Limited

4.11            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroder Ventures Investments Limited

4.12            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroders plc

4.13            Fund of Funds Agreement, dated March 16, 2001, between Schroder Ventures (London)             **
                Limited and Schroder Investment Management (Ireland) Limited

4.14            Facility Agreement, dated March 16, 2001, between the Company and Barings (Guernsey)          **
                Limited and the Royal Bank of Scotland plc

4.15            The Executive Share Option Plan                                                               **

4.16            Investment Advisory Agreement, dated January 17, 2002, between Schroder Ventures              ***
                (London) Limited and Schroder Investment Management (Ireland) Limited

                                      -9-

<PAGE>

4.17            Investment Advisory Agreement, dated June 12, 2002, between Schroder Ventures (London)        ***
                Limited and Schroder Investment Management (Ireland) Limited

10.1            The Company's 2002 Report and Accounts                                                        ***

10.2            The Company's 2001 Report and Accounts                                                        ***

10.3            The Company's 2000 Report and Accounts                                                        ***

10.4            The Company's Report and Accounts December 2002                                              Filed
                                                                                                           herewith

21.1            List of Subsidiaries                                                                          **

99.1            Certifications                                                                               Filed
                                                                                                           herewith
</TABLE>




*  Incorporated  herein by reference to the Company's 2000 annual report on Form
20-F, filed with the Commission on January 16, 2001

** Incorporated  herein by reference to the Company's 2001 annual report on Form
20-F, filed with the Commission on November 8, 2001

*** Incorporated herein by reference to the Company's 2002 annual report on Form
20-F, filed with the Commission on December 20, 2002

                                      -10-

<PAGE>


                                   SIGNATURES

     The registrant  hereby  certifies that it meets all of the requirements for
filing on Form 20-F and that it has duly caused and authorized  the  undersigned
to sign this transition report on its behalf.



                                     SCHRODER VENTURES INTERNATIONAL INVESTMENT
                                     TRUST plc
                                     (Registrant)


                                      By:   /s/ JOHN SPEDDING
                                           ------------------------------------
                                           John Spedding, for and on behalf of
                                           Schroder Investment Management
                                           Limited, Secretaries



Date: April 2, 2003



                                      -11-

<PAGE>



                                 CERTIFICATIONS

I, Nicholas Ferguson, certify that:

1.   I have reviewed this transition report on Form 20-F of Schroder Ventures
     International Investment Trust plc;

2.   Based on my knowledge, this transition report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this transition report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included in this transition report,  fairly present in all
     material respects the financial  condition,  results of operations  and
     cash flows of the registrant as of, and for, the periods presented in this
     transition report.

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.    designed such disclosure controls and procedures to ensure that
           material information relating to the registrant, including
           its consolidated subsidiaries, is made known to us by others within
           those entities, particularly during the period in which this
           transition report is being prepared;

    b.     evaluated the effectiveness of the registrant's disclosure controls
           and procedures as of a date within 90 days prior to the
           filing date of this transition report (the "Evaluation Date"); and

    c.     presented in this transition report our conclusions about the
           effectiveness of the disclosure controls and procedures based on our
           evaluation as of the Evaluation Date;

5.  The registrant's other certifying officer and I have disclosed, based on our
    most recent evaluation, to the registrant's auditors and the audit committee
    of registrant's board of directors (or persons performing the equivalent
    function):

    a.     all significant deficiencies in the design or operation of internal
           controls which could adversely affect the registrant's
           ability to record, process, summarize and report financial data and
           have identified for the registrant's auditors any material weaknesses
           in internal controls; and

    b.     any fraud, whether or not material, that involves management or other
           employees who have a significant role in the registrant's internal
           controls; and

6.  The registrant's other certifying officer and I have indicated in this
    transition report whether or not there were significant changes in internal
    controls or in other factors that could significantly affect internal
    controls subsequent to the date of our most recent evaluation, including any
    corrective actions with regard to significant deficiencies and material
    weaknesses.


Date: April 2, 2003                        By:     /s/ NICHOLAS FERGUSON
                                                   -------------------------
                                                   Nicholas Ferguson
                                                   Chief Executive Officer


                                      -12-

<PAGE>


I, Christopher Morris, certify that:

1.   I have reviewed this transition report on Form 20-F of Schroder Ventures
     International Investment Trust plc;

2.   Based on my knowledge, this transition report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this transition report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this transition report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     transition report.

4.   The registrant's other certifying officer and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a.     designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            transition report is being prepared;

     b.     evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this transition report (the "Evaluation Date"); and

     c.     presented in this transition report our conclusions about the
            effectiveness of the disclosure controls and procedures based
            on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officer and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a.      all significant deficiencies in the design or operation of internal
             controls which could adversely affect the registrant's
             ability to record, process, summarize and report financial data and
             have identified for the registrant's auditors any material
             weaknesses in internal controls; and

     b.      any fraud, whether or not material, that involves management or
             other employees who have a significant role in the registrant's
             internal controls; and

6.   The registrant's other certifying officer and I have indicated in this
     transition report whether or not there were significant changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date: April 2, 2003                                By: /s/ CHRISTOPHER MORRIS
                                                   ----------------------------
                                                   Christopher Morris
                                                   Principal Financial Officer

                                      -13-

<PAGE>


                                                Commission file number 0-27336

<TABLE>
<CAPTION>

                                  EXHIBIT INDEX


Exhibit Number                                        Exhibit Name
<S>             <C>                                                                                           <C>

1.1             Memorandum of Association                                                                      *

1.2             Articles of Association, as adopted on December 5, 2000                                        *

2.1             Registrar and Paying Agency Agreement, dated November 21, 2001, between the Company,          ***
                The Law Debenture Trust Corporation p.l.c. and J.P. Morgan Chase Bank.

2.2             Listing Particulars, dated July 2, 2002                                                       ***

2.3             Trust Deed, dated November 21, 2001, between the Company and The Law Debenture Trust          ***
                Corporation p.l.c.

4.1             Deposit Agreement, dated November 30, 2000, between the Company and The Bank of New York      **

4.2             Share Purchase Agreement, dated March 16, 2001, between the Company and Schroder              **
                Ventures Limited

4.3             Stock Purchase Agreement dated April 5, 2001 between Schroder Venture Managers Inc. and       **
                Schroder Ventures (London) Limited

4.4             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures           **
                K.K. (Japan)

4.5             Services Agreement, dated March 16, 2001, between the Company and Schroder Capital            **
                Partners Limited (Asia)

4.6             Services Agreement, dated March 16, 2001, between the Company and Schroders &                 **
                Associates Canada Inc. (Canada)

4.7             Services Agreement, dated March 16, 2001, between the Company and Schroder Ventures           **
                Life Sciences Advisers Limited (Life Sciences)

4.8             Services Agreement, dated March 16, 2001, between the Company and Schroder Venture            **
                Partners LLC (U.S.)

4.9             Services Agreement, dated March 16, 2001, among the Company, Schroder Ventures (London)       **
                Limited and Schroder Ventures Europe BV

4.10            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroder Ventures Limited

4.11            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroder Ventures Investments Limited

4.12            Services Agreement, dated March 16, 2001, between Schroder Ventures (London) Limited          **
                and Schroders plc

4.13            Fund of Funds Agreement, dated March 16, 2001, between Schroder Ventures (London)             **
                Limited and Schroder Investment Management (Ireland) Limited

4.14            Facility Agreement, dated March 16, 2001, between the Company and Barings (Guernsey)          **
                Limited and the Royal Bank of Scotland plc

4.15            The Executive Share Option Plan                                                               **

4.16            Investment Advisory Agreement, dated January 17, 2002, between Schroder Ventures              ***
                (London) Limited and Schroder Investment Management (Ireland) Limited

4.17            Investment Advisory Agreement, dated June 12, 2002, between Schroder Ventures (London)        ***
                Limited and Schroder Investment Management (Ireland) Limited

10.1            The Company's 2002 Report and Accounts                                                        ***

10.2            The Company's 2001 Report and Accounts                                                        ***

10.3            The Company's 2000 Report and Accounts                                                        ***

10.4            The Company's Report and Accounts December 2002                                              Filed
                                                                                                           herewith

21.1            List of Subsidiaries                                                                          **

99.1            Certifications                                                                               Filed
                                                                                                           herewith
</TABLE>

                                      -14-


<PAGE>

*  Incorporated  herein by reference to the Company's 2000 annual report on Form
20-F, filed with the Commission on January 16, 2001

** Incorporated  herein by reference to the Company's 2001 annual report on Form
20-F, filed with the Commission on November 8, 2001

*** Incorporated herein by reference to the Company's 2002 annual report on Form
20-F, filed with the Commission on December 20, 2002

                                      -15-

<PAGE>


Schroder Ventures International Investment Trust plc

CONSOLIDATED STATEMENT OF TOTAL RETURN
(Incorporating The Revenue Account)



<TABLE>
<CAPTION>

                                                                     For the six months ended
                                                                        December 31 2002
                                                   Notes           Revenue   Capital     Total
                                                                    GBP000    GBP000     GBP000
<S>                                                  <C>              <C>      <C>         <C>
  Realised gains on investments                      12                 -     57,997     57,997
  Unrealised losses on investments                   12                 -   (15,420)   (15,420)
  Gains on investments                                                  -     42,577     42,577
  Foreign exchange losses on loans                                      -      (901)      (901)
  Foreign exchange (losses)/gains on currency                        (17)        591        574
  balances
  Income                                              2             3,385          -      3,385
  Expenses                                            3           (4,065)          -    (4,065)
  Net (deficit)/return before finance costs and                     (697)     42,267     41,570
  taxation
  Interest payable and similar charges                7           (1,523)          -    (1,523)
  Net (deficit)/return on ordinary activities                     (2,220)     42,267     40,047
  before taxation
  Tax on ordinary activities                          8                36          -         36
  (Deficit)/return on ordinary activities after                   (2,184)     42,267     40,083
  tax for the period
  Minority interest - equity                                          (1)         23         22
  (Deficit)/return on ordinary activities after                   (2,185)     42,290     40,105
  tax and minority interest for the period
  attributable to equity shareholders (1)
  Dividends :
  No final dividend                                   9                -          -          -
  (Deficit)/surplus transferred (from)/to                         (2,185)     42,290     40,105
  reserves
  Return per ordinary share                          10           (2.14)p     41.35p     39.21p
  Return per ordinary share - diluted                10           (2.14)p     41.35p     39.21p

</TABLE>

The revenue column of this statement is the consolidated profit and loss account
of the group.  All revenue and capital items in the above statement  derive from
continuing operations. No operations were discontinued in the six months.

(1)    A  summary  of  the  significant  adjustments  to  return  on  ordinary
       activities after tax and minority interest for the year attributable to
       equity shareholders that would be required had US generally accepted
       accounting principles been applied instead of those generally accepted
       in the United Kingdom is set out in note 30.

The notes to the accounts form an integral part of these accounts.

                                       F1


<PAGE>



<TABLE>
<CAPTION>

Schroder Ventures International Investment Trust plc

CONSOLIDATED BALANCE SHEET


                                                                                              At December 31
                                                                                                        2002
                                                                                     Notes            GBP000
<S>                                                                                  <C>             <C>
TANGIBLE FIXED ASSETS                                                                   11               282

FIXED ASSET INVESTMENTS

Funds and co-investments                                                             12/13           483,959
Money market instruments                                                             12/13            13,911

                                                                                                     497,870

CURRENT ASSETS
Debtors                                                                                 14             4,490
Cash at bank and short-term deposits                                                                   4,887

                                                                                                       9,377


CURRENT LIABILITIES
Creditors: amounts falling due within one year                                          15             4,783

NET CURRENT ASSETS                                                                                     4,594

TOTAL ASSETS LESS CURRENT LIABILITIES                                                                502,746

Creditors: amounts falling due after more than one year                                 16            39,201

Minority interest - non-equity                                                                           100
Minority interest - equity                                                                               253


NET ASSETS                                                                                           463,192


CAPITAL AND RESERVES
Called up share capital                                                                 18           102,266
Share premium account                                                                   19             7,453
Capital redemption reserve                                                              20             3,204
Share purchase reserve                                                                  21            92,054
Capital reserve                                                                         22           258,995
Revenue reserve                                                                         23             (780)


EQUITY SHAREHOLDERS' FUNDS (1)                                                         24           463,192


Net asset value per ordinary share - undiluted                                          25            452.9p
                                                                                        25            445.8p
- diluted
</TABLE>

(1) A summary of the significant  adjustments to equity shareholders' funds that
would be required if US  generally  accepted  accounting  principles  were to be
applied  instead of those  generally  accepted in the United Kingdom is given in
note 30.

The notes to the accounts form an integral part of these accounts.

                                       F2

<PAGE>


Schroder Ventures International Investment Trust plc

CONSOLIDATED CASH FLOW STATEMENT

<TABLE>
<CAPTION>

                                                                                            For the six months
                                                                                                         ended
                                                                                             December 31, 2002
                                                                                  Notes                 GBP000
           <S>                                                                     <C>                    <C>

           OPERATING ACTIVITIES
           Income received from investments                                                                 440
           Bank interest received                                                                           228
           Investment advisory fee income received                                                        1,857
           Administrative expenses paid                                                                 (2,433)

           Net cash inflow from operating activities                                26                       92

           RETURNS ON INVESTMENTS AND SERVICING OF FINANCE
           Interest paid                                                                                (1,801)
           Loan facility finance costs                                                                    (634)
           Net cash outflow from returns on investments
           and servicing of finance                                                                     (2,435)
           TAXATION
           Overseas tax suffered                                                                           (24)
           Total tax paid                                                                                  (24)
           CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
           Purchase of money market instruments                                                       (127,797)
           Purchase of tangible fixed assets                                                               (34)
           Sale of money market instruments                                                             144,494
           Calls paid                                                                                 (122,677)
           Capital distributions received                                                               104,510
                                                                                                        (1,504)
           Net cash outflow from capital expenditure and financial investment
           EQUITY DIVIDENDS PAID
           Dividends                                                                                          -
           Total dividends paid                                                                               -
           FINANCING
           Drawdown from loan facility                                                                   25,110
           Repayment of loan facility                                                                  (26,011)
           Issue and listing costs of convertible bonds                                                   (218)
           Net cash outflow from financing                                                              (1,119)
           NET CASH OUTFLOW                                                                             (4,990)

</TABLE>

                                       F3


<PAGE>


Schroder Ventures International Investment Trust plc

CONSOLIDATED CASH FLOW STATEMENTS (continued)

<TABLE>
<CAPTION>

RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET DEBT
                                                                                                     For the six months
                                                                                                                  ended
                                                                                                      December 31, 2002
                                                                                            Notes                GBP000

<S>                                                                                          <C>                   <C>
  Decrease in cash during the period                                                                             (4,990)
  Realised exchange gains on currency balances                                                                       574
  Increase in convertible bonds                                                                                     (49)
  Change in net debt                                                                                             (4,465)
  Net debt at the beginning of the period                                                                       (29,849)
  Net debt at the end of the period                                                             27              (34,314)

</TABLE>


The significant differences between the cash flow statements presented above and
that required under US generally accepted  accounting  principles are set out in
note 30.

The notes to the accounts form an integral part of these accounts.


                                       F4

<PAGE>

Schroder Ventures International Investment Trust plc


NOTES TO THE ACCOUNTS (continued)

1.       ACCOUNTING POLICIES

         A summary of the more important accounting policies is set out below:

         a)       These accounts have been prepared under the historical cost
                  convention modified to include certain investments at
                  valuation, and in accordance with accounting standards
                  applicable in the United Kingdom and the Statement of
                  Recommended Practice "Financial Statements of Investment Trust
                  Companies".

         b)       Tangible fixed assets

         The Group's assets include leasehold improvements, office equipment,
         telecommunications and computers which are included at cost and are
         depreciated over their useful lives on a straight line basis at rates
         varying between 20 per cent and 33 per cent per annum.

         c)       Fixed asset investments

         Equity share investments, fixed income and loan investments, interests
         in partnerships and unit trusts, together with interests in any
         associated undertakings and the investments in the various Schroder
         Ventures' and Permira funds, will be regarded as financial fixed assets
         as they are held for long term investment purposes.  The treatment of
         associated undertakings in the same way as other fixed asset
         investments is in accordance with Financial Reporting Standard 9.

         d)       Valuation of investments

         The Company's investments in the various Schroder Ventures' and
         Permira funds are valued by the Directors at the balance sheet date by
         valuing the underlying investments comprising the portfolios of the
         Schroder Ventures' and Permira funds in accordance with the valuation
         policies set out below, as adjusted, where appropriate, for other
         assets and liabilities of the Schroder Ventures' and Permira funds.
         The valuation policies of the Company are consistent with the current
         guidelines issued by the British Venture Capital Association ("BVCA").
         In accordance with these guidelines where, in an exceptional case, the
         strict application of the valuation policies set out below, would not,
         in the opinion of the Directors, result in a fair value being ascribed
         to an investment, the Directors may adopt an alternative valuation in
         accordance with the overriding BVCA principle that the value should be
         a fair one.

Quoted investments

         All  investments  listed on  recognised  stock  exchanges are valued at
the quoted mid-market price at the balance sheet date. If an investment is
subject to restrictions affecting its disposal, or if the holding is significant
in relation to the issued share capital,  a discount of generally  between 0 per
cent and 50 per cent to that price will be applied.

Unquoted equity investments

         (i)      All Early Stage Equity investments are valued at cost unless
one of the following applies:

                  (1)      Performance indicates that there has been a permanent
and significant diminution in the valuation of the investment.  If this is the
case, provisions in incremental tranches of 25 per cent of original cost will be
made; or

                  (2)      A significant transaction involving an independent
third party at arm's-length values the investment at a materially different
value.

         (ii)     All Development Stage Equity investments are valued at cost,
or cost less a provision, for at least one year unless this basis of valuation
is unsustainable.


                                       F5


<PAGE>

Schroder Ventures International Investment Trust plc


NOTES TO THE ACCOUNTS (continued)

         Thereafter, they will be valued as follows:

         (1)      Where available, either on the basis of a significant
transaction by an independent third party in the equity of the
investee company or an independent third party valuation of the equity; or

         (2)      Where a significant portion of the assets are held in real
property on the basis of discounted net asset values; or

         (3)      Where the investee company is performing significantly below
expectations, at cost less provisions in incremental tranches of 25 per cent; or

         (4)      Where the company is profitable and performing satisfactorily,
on the basis of earnings (A) capitalised at an appropriate price-earnings
multiple (B):

                  (A)      The earnings of the investee company will be based on
 the latest audited accounts or management accounts where appropriate; and

                  (B)      The price-earnings multiple:

                           -        Will take into account the capital and debt
                                    structure of the investee company

                           -        - Will be based on either comparable company
                                    or industry multiples taken from the
                                    relevant stock exchange

                           -        Will be subject to a minimum discount of 25
                                    per cent to reflect risk, the illiquidity of
                                    the investment and the approximate
                                    nature of a valuation based on earnings
                                    unless early realisation is expected in
                                    which case a smaller discount will be
                                    applied.

               (iii)    Unquoted loan stock and preference shares

         Loan stock and preference shares will be valued at cost plus any
accrued interest and redemption premia less, in cases where the investee company
is performing  significantly below  expectations,  any provisions in incremental
tranches of 25 per cent.

               (iv)     Carried interest and management fees

         For the purpose of valuing the Company's holdings in the various
Schroder  Ventures' and Permira funds,  management fees due to Schroder Ventures
or Permira will be accounted for on the accruals  basis.  An estimate of Carried
Interest,  the allocation to Schroder Ventures or Permira of 20 per cent. of the
profits  arising in each Fund  calculated by reference to the  valuations of the
underlying  investments,  will be  deducted  from the  values  of the  Company's
holdings.  Disclosed  valuations  of  individual  investee  companies  will,  by
necessity, be shown before deduction of Carried Interest.

     e)       Income and capital gains recognition

         The Company's income and capital gains are expected to be derived
primarily  from  future  distributions  in respect of its  holdings  in Schroder
Ventures' or Permira funds.  The Company will account for such  distributions by
reference to the underlying source of the distribution.

         Revenue distributions receivable by the Company which arise from
dividends,  interest and other revenue  items through the Schroder  Ventures' or
Permira funds will be credited to the Company's revenue account when such income
distributions  are  declared.  Investment  income  arising  from  directly  held
investments  of the  Company  will,  in the case of  dividends,  be  included as
revenue in the period in which they go ex-dividend, and, in the case of interest
income which,  together with  interest  payable and all other revenue  expenses,
will be treated on an accruals basis.


                                       F6

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

         Realised profits on capital distributions receivable by the Company
which arise from the  realisation of investments  within the Schroder  Ventures'
and Permira  funds will be credited to the Company's  capital  reserve when they
are declared.

         f)       Foreign currencies

         Transactions denominated in foreign currencies will be translated at
the  exchange  rate  at the  date of the  transaction.  Assets  and  liabilities
recorded in foreign  currencies  will be  translated  into  sterling at exchange
rates  at the  date of the  accounts.  Exchange  differences  arising  from  the
re-translation  of the opening  net  investments  will be taken to reserves  and
reported  in a  consolidated  statement  of  total  return.  Foreign  subsidiary
financial  statements are translated  into reporting  currency using the closing
rate method with all exchange  differences taken to reserves and reported in the
Consolidated  Statement of Total Return. All other foreign exchange  differences
will be  included  as an  exchange  gain or loss in  capital  reserve  or in the
revenue  account  depending  on whether the gain or loss of a capital or revenue
nature respectively.

         g)       Finance costs

         All finance costs are charged directly to revenue.

         (h)       Taxation

         Deferred tax is provided in accordance with FRS19 on all timing
differences  that have  originated  but not  reversed  by  balance  sheet  date.
Deferred tax assets are only recognised to the extent that they are recoverable.
The adoption of FRS19 has had no impact on current or prior years' results.

         i)       Basis of consolidation

         The Consolidated Statement of Total Return and Balance Sheet include
the financial statements of the company and its subsidiary  undertakings made up
to the  balance  sheet  date  using the  purchase  method.  Goodwill  arising on
consolidation is written off against  reserves on acquisition.  In the Company's
accounts,  investments in subsidiary  undertakings are stated in accordance with
the policies outlined under (c) above.

         j)       Capital reserves

         Capital Reserve - Realised

         The following are accounted for in this reserve:

                         -        Gains and losses on the realisation of
                                  investments calculated by reference to their
                                  carrying value at the previous balance
                                  sheet date.

                         -        Realised exchange differences of a capital
                                  nature.

         Capital Reserve - Unrealised

         The following are accounted for in this reserve:

                         -        Increases and decreases in the revaluation of
                                  investments held at the year-end.

                         -        Unrealised exchange differences of a capital
                                  nature.

                         -        Exchange differences arising on consolidation.

                                       F7

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


<TABLE>
<CAPTION>

2.       INCOME
                                                                                                    For the
                                                                                          six  months ended
                                                                                                December 31
                                                                                                       2002
                                                                                                     GBP000

<S>                                                                                                     <C>
Income from money market instruments                                                                    267
Income from Funds and co-investments                                                                    153
Interest receivable and similar income                                                                  249
Income from investment advisory services                                                              2,716

                                                                                                      3,385


Income arises mainly from UK assets or operations.

3.       EXPENSES
                                                                                                    For the
                                                                                          six  months ended
                                                                                                December 31
                                                                                                       2002
                                                                                                     GBP000

Fees payable to Schroder Investment Management Ltd                                                      192
(note 28)
Directors' remuneration (note 4)                                                                        885
Staff costs (note 5)                                                                                  1,746
Depreciation (note 11)                                                                                   45
General expenses                                                                                      1,146
Auditors' remuneration
- audit                                                                                                  28
- non-audit                                                                                              23

                                                                                                      4,065

</TABLE>


                                       F8

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


4.       DIRECTORS' REMUNERATION

<TABLE>
<CAPTION>
                                                                                                    For the
                                                                                          six  months ended
                                                                                                December 31
                                                                                                       2002
                                                                                                     GBP000

<S>                                                                                                      <C>
JJ McLachlan                                                                                             38
NEH Ferguson                                                                                            467
CJ Govett                                                                                                12
AJ Habgood                                                                                               12
EW Koning                                                                                                11
D Raeburn                                                                                                12
AF Sykes                                                                                                 10
AC Williams                                                                                             323

                                                                                                        885

The  amounts  shown above do not  include  any  payments or rights to  pensions.
Further  details on  Directors'  emoluments  are  contained in the  Remuneration
Report  within the  attached  December  31, 2002 Report and  Accounts.  As shown
above, Nicholas Ferguson is the highest paid director.


5.       STAFF COSTS
                                                                                                    For the
                                                                                          six  months ended
                                                                                                December 31
                                                                                                       2002
                                                                                                     GBP000

Salaries and other remuneration                                                                       1,401
Social security costs                                                                                   237
Pension costs (note 6)                                                                                  108

                                                                                                      1,746

</TABLE>

                                       F9


<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


5.   STAFF COSTS (continued)

<TABLE>
<CAPTION>

The Company has no employees. The average number of employees employed by
subsidiary undertakings was:

                                                                                                   For the
                                                                                         six  months ended
                                                                                               December 31
                                                                                                      2002
                                                                                                    Number

<S>                                                                                                     <C>
Full-time employees                                                                                     20
Seconded staff                                                                                           4

                                                                                                        24

6.       PENSION COSTS

The charge for pension costs comprises:                                                            For the
                                                                                         six  months ended
                                                                                               December 31
                                                                                                      2002
                                                                                                    GBP000

Defined benefit schemes                                                                                 29
Money purchase schemes                                                                                  79

                                                                                                       108

</TABLE>

The Group does not participate in a SVIIT Group pension scheme. Costs in respect
of defined  benefit  schemes relate to payments due to the Schroders  Retirement
Benefits  Scheme  ("the  Scheme")  in  respect  of 4  employees,  including  the
Company's  executive  directors,  seconded from Schroder  Investment  Management
Limited  to  Schroder  Ventures  (London)  Limited  ("SVLL"),   a  wholly  owned
subsidiary  of SVIIT.  SVLL and the Scheme's  trustees,  taking  advice from the
independent actuaries, agree the contributions.

In accordance with FRS 17, the scheme is accounted for as a defined contribution
scheme on the  basis  that the  Group is  unable  to  identify  its share of the
underlying  assets and  liabilities  of the Scheme at the  balance  sheet  date.
Further  details of the Scheme can be found in the Annual Report and Accounts of
Schroders plc. In particular,  the Scheme had 858 active members at December 31,
2001,  and the  accounts of  Schroders  plc  disclosed a net pension  asset less
prepayment in respect of the Scheme of  GBP38.4million,  calculated under FRS 17
based on interim valuations prepared by independent qualified actuaries. This is
the latest available  published  information.  The Annual Report and Accounts of
Schroders  plc for the year ended 31  December  2002 is  expected  to be sent to
shareholders before the end of March 2003. However,  they have already announced
a deficit of GBP10.9 million for the Scheme at 31 December 2002.


                                      F10

<PAGE>


7.       INTEREST PAYABLE AND SIMILAR CHARGES

<TABLE>
<CAPTION>
                                                                                                     For the
                                                                                           six  months ended
                                                                                                 December 31
                                                                                                        2002
                                                                                                      GBP000

<S>                                                                                                      <C>
Convertible bond interest                                                                                900
Convertible bond - amortisation of issue costs                                                            45
Loan facility finance costs                                                                              577
Other interest                                                                                             1

                                                                                                       1,523



8.       TAXATION

(a) The charge for taxation for the period is made up as follows:                                    For the
                                                                                           six  months ended
                                                                                                 December 31
                                                                                                        2002
                                                                                                      GBP000
Current Tax
Corporation tax                                                                                            -
Less: relief for overseas tax                                                                              -

                                                                                                           -
Overseas tax                                                                                               8
Prior year adjustment                                                                                    (44)

Total current tax (note 8(b))                                                                             (36)

Deferred Tax
Deferred tax - prior year adjustment                                                                       -

Total deferred tax                                                                                         -

Total tax benefit                                                                                         (36)

</TABLE>

There are no profits chargeable to corporation tax in the current period. Excess
management  expenses  relating to the venture fund  investments are available to
set against the taxable income of the Company.  These excess management expenses
are included within the investments in venture funds in the balance sheet of the
Company and are not reflected in the Company's revenue account.

If in a future year in relation to the venture fund investments,  income exceeds
expenses,  the taxation charge to the Company's revenue account will include tax
on this excess with a suitable note by way of explanation.

                                      F11

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


8.   TAXATION (continued)

<TABLE>
<CAPTION>

(b) Factors affecting current tax charge for the period:
                                                                                                      For the
                                                                                            six  months ended
                                                                                                  December 31
                                                                                                         2002
                                                                                                       GBP000

<S>                                                                                                    <C>
Deficit before taxation                                                                                (2,220)

Corporation tax at 30%                                                                                   (666)

Effects of:
Overseas taxation written off                                                                               8
Non deductible expenses                                                                                     8
Unutilised current period expenses carried forward                                                        625
Other timing differences                                                                                    61
Income of subsidiary not taxable                                                                          (28)
Prior year adjustment - corporation tax                                                                   (44)

Current tax credit for the period (note 8(a))                                                            (36)


(c) Factors affecting future tax charges

The Group currently has and expects to generate  surplus tax losses.  A deferred
tax asset in respect of these  surplus  losses is not  recognised  because their
utilisation is considered unlikely in the foreseeable future.


9.       DIVIDENDS
                                                                                                      For the
                                                                                            six  months ended
                                                                                                  December 31
                                                                                                         2002
                                                                                                       GBP000

No final dividend                                                                                           -

</TABLE>

                                      F12


<PAGE>


Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


  10.     RETURN PER ORDINARY SHARE

<TABLE>
<CAPTION>
                                                                                      For the six months ended
                                                                                         December 31, 2002
  GROUP                                                                     Revenue                    Capital    Total
<S>                                                                         <C>                         <C>      <C>
  Return per ordinary share - basic                                         (2.14)p                     41.35p   39.21p
  Return per ordinary share - diluted                                       (2.14)p                     41.35p   39.21p

</TABLE>


The basic  revenue  return  per  ordinary  share is based on the net  deficit on
ordinary  activities after taxation and minority interest of GBP2,185,000 and on
102,265,699 ordinary shares being the weighted average number of shares in issue
during the period.  The capital  return per  ordinary  share is based on the net
return for the six months of  GBP42,290,000  and on 102,265,699  ordinary shares
being the weighted average number of shares in issue during the period.

The diluted  returns per ordinary  share for the six months  ended  December 31,
2002 have been calculated in accordance with FRS14 under which the GBP40 million
4.5% convertible bonds are regarded as dilutive if, on conversion, the increased
returns  attributable to equity  shareholders  arising from interest saved (less
taxation),  divided by the increased weighted average number of shares, are less
than the basic  returns  per  ordinary  share.  These  calculations  assume that
conversion  of dilutive  potential  ordinary  shares takes place on December 31,
2002,  at an exercise  price of 399p.  Based on the  average  fair value for the
Company's  shares of 328.3p for the six month period  ending  December 31, 2002.
There are no potential  dilutive  ordinary  shares in respect of the convertible
bonds.

The diluted  returns per ordinary share have also been  calculated  assuming the
exercise  of all  potential  dilutive  ordinary  shares  arising  from the share
options in issue (see note 18). On this basis,  the weighted  average  number of
options exercisable during the six months would have been nil, and therefore the
options do not have a dilutive effect on the returns during the six months.

                                      F13


<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


11.      TANGIBLE FIXED ASSETS

<TABLE>
<CAPTION>
                                                                                      Telecom-
                                                                                   munications
                                                     Leasehold        Computer      and office
                                                  improvements       equipment       equipment          Total
                                                        GBP000          GBP000          GBP000         GBP000
<S>                                                        <C>             <C>              <C>           <C>
 Cost
 At  July 1, 2002                                          144             128              89            361
 Additions                                                   7              16              11             34
 Disposals                                                   -               -               -              -
 Exchange translation adjustments                          (1)             (2)             (1)            (4)

 At  December 31, 2002                                     150             142              99            391

 Depreciation
 At  July 1, 2002                                           23              32              10             65
 Charge for the period                                      12              22              11             45
 Disposals                                                   -               -               -              -
 Exchange translation adjustments                            -             (1)               -            (1)

 At  December 31, 2002                                      35              53              21            109

 Net Book Value
 At  December 31, 2002                                     115              89              78            282

 At  July 1, 2002                                          121              96              79            296

</TABLE>


12.      INVESTMENTS

<TABLE>
<CAPTION>

                                                          For the six months ended December 31, 2002

                                                                Funds and       Money market            Total
                                                           co-investments        instruments        portfolio

                                                                   GBP000             GBP000           GBP000

<S>                                                               <C>                 <C>             <C>
 Cost brought forward                                             486,785             30,944          517,729
 Unrealised loss brought forward                                  (63,962)                56          (63,906)

 Valuation at the beginning of the period                         422,823             31,000          453,823
 Calls and purchases payable                                      122,677            127,797          250,474
 Distributions and sales receivable                              (104,510)          (144,494)        (249,004)
 Realised gain/(loss) for the period                               58,425              (428)           57,997
 Unrealised (loss)/gain for the period                            (15,456)                36          (15,420)

 Valuation carried forward                                        483,959             13,911          497,870
</TABLE>


                                      F14

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

12.  INVESTMENTS (continued)

<TABLE>
<CAPTION>


Gains on investments
                                                                                          For the six months
                                                                                                       ended
                                                                                                December 31,
                                                                                                        2002

<S>                                                                                                   <C>
Realised gain on investments based on historical cost                                                 89,641
Less: amounts recognised as unrealised in previous year                                              (31,644)


Realised gain based on carrying value at previous balance sheet date                                  57,997
Net movement in unrealised gains                                                                     (15,420)

Total gains on investments                                                                            42,577

</TABLE>

                                      F15


<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)



13.      GEOGRAPHICAL ANALYSIS OF INVESTMENTS

<TABLE>
<CAPTION>
                                                                                        At December 31,  2002
                                                                                                       GBP000
<S>                                                                                                    <C>
Funds and co-investments
Europe
United Kingdom                                                                                         13,344
France                                                                                                    488
Germany                                                                                                 8,496
Italy                                                                                                   1,642
Spain                                                                                                     930
Pan Europe                                                                                            315,253

Total Europe                                                                                          340,153

Asia
Asia Pacific                                                                                           37,800
Japan                                                                                                  15,918

Total Asia                                                                                             53,718

North America
Canada                                                                                                 26,524
United States*                                                                                         63,564

Total Americas                                                                                         90,088

Total Funds and co-investments                                                                        483,959

</TABLE>


* Schroder Ventures International Life Sciences Funds I and II and International
Life Sciences Fund III have been included within the United States.

All funds  held by the  Group  are  unlisted.  However,  some of the  underlying
companies  held within  those  Funds are listed.  Included in the value of total
Funds and co-investments of GBP483,959,000  are listed investments  amounting to
GBP26,081,000.

<TABLE>
<CAPTION>

                                                                                         At December 31, 2002
                                                                                                       GBP000
<S>                                                                                                    <C>
Money Market Instruments
Sterling denominated                                                                                   10,000
Euro denominated                                                                                        3,911

Total Money Market Instruments                                                                         13,911

Total Investment Portfolio                                                                            497,870

</TABLE>

                                      F16

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

13.      GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)

Significant interests in investment funds
Details of the Group's  investments are shown in the list of investments  below.
All of these funds are managed or advised by Schroder Ventures or Permira.

<TABLE>
<CAPTION>

                                                              Original      SVIIT's     Value of    SVIIT's
                                                      Year        Life      Holding      SVIIT's        Net
                                                    formed     (years)  in the fund      Holding     Assets
                                                                                  %       GBP000          %
<S>                                                   <C>        <C>          <C>          <C>          <C>

ASIA

Asia Pacific Trust
Formed to invest in equity and near-
equity investments in the high growth
economies of the Asia Pacific region.
This trust has been in liquidation since
1998.                                                 1990          8*          6.4          920        0.2

Asia Pacific Fund II
Established to make equity and near-
equity investments in buy-outs, buy-ins,
development capital businesses and
turnarounds, principally in the Asia
Pacific region with an emphasis on
Australia, China, Hong King, India
Indonesia, Malaysia, Singapore and Thailand.          1994          10         14.0        9,661        2.1

Schroder Ventures Asia Pacific Fund
Established to make equity or near equity
investments in companies that have
significant exposure to the Asia Pacific
region.  The fund focuses principally on
management buy-outs and buy-ins, financial
acquisitions and larger development capital
opportunities.                                        1999          10         29.9       26,208        5.7

Co-investments with Asia Pacific Fund II
and Schroder Ventures Asia Pacific Fund                                                    1,011        0.2

The Japan Venture Fund II
Formed to invest in Japanese businesses
with potential for capital growth.                    1990         10*         13.7        2,056        0.4

The Japan Venture Fund III
Established to invest directly or
indirectly in equity and near equity
investment in a diversified portfolio of
early stage, or development capital
investments in leveraged and management
buy-outs and buy-ins principally in Japan.            1997          10         20.3       13,862        3.0

Total Asia                                                                               53,718       11.6

</TABLE>

                                      F17

<PAGE>


Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)
                                                              Original      SVIIT's     Value of    SVIIT's
                                                      Year        Life      Holding      SVIIT's        Net
                                                    formed     (years)  in the fund      Holding     Assets
                                                                                  %       GBP000          %
<S>                                                   <C>        <C>          <C>          <C>          <C>
CONTINENTAL EUROPE

Permira Europe I
The first $1 billion fund raised for equity
investment in Europe focusing on large and
medium-sized leveraged buy-out
opportunities.                                        1997          10         22.0       67,925       14.7

Permira Europe II
Formed as the successor to Permira Europe
I, the fund will focus on European Buy-Outs
and Buy-Ins, in addition to growth capital
investments.                                          2000          10         22.7      247,328       53.4

Permira France I
The fund's policy was to invest in
leveraged buy-outs and development capital
businesses primarily in France.  The fund
was put into liquidation in December 1999.            1989         10*         39.8          375        0.1

Permira France Venture I
Formed with a policy of investing in
development capital opportunities,
principally in France.                                1992         10*         19.0          113        0.0

Permira German Buy-Outs
Established to invest in buy-outs of
companies in Germany and some of it's
neighbouring countries.                               1986         10*         29.7        6,114        1.3

Permira German Buy-Outs 1992
Established to invest in a diverse
portfolio of  buy-outs, buy-ins,
development capital businesses and
turnarounds, principally in Germany,
Austria and Switzerland.                              1991         10*         19.4        2,382        0.5

Permira Italy II
Established  to make equity and near-
equity investments in buy-outs and buy-ins,
including development capital businesses,
principally in Italy.                                 1993          10         21.0        1,642        0.4

The Spanish Venture Fund
Established with a policy of investing in
leveraged buy-outs and development capital
businesses in Spain.                                  1990         10*         23.2          930        0.2



Total Continental Europe                                                                 326,809       70.6

</TABLE>

                                      F18

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)

                                                               Original       SVIIT's     Value of      SVIIT's
                                                       Year        Life       Holding      SVIIT's          Net
                                                     formed     (years)   in the fund      Holding       Assets
                                                                                    %       GBP000            %
<S>                                                   <C>        <C>          <C>          <C>          <C>
UNITED KINGDOM

Permira UK III
Established as Permira's third buy-out fund
in the United Kingdom to invest in equity
and near-equity investments in buy-outs,
buy-ins, development capital businesses and
turnarounds                                            1993           10         18.8       10,706         2.4

Permira UK Venture III
Established to invest in a diversified
portfolio of venture or development capital
businesses and buy-outs principally in the
United Kingdom.                                        1990          10*          8.7          588         0.1

Permira UK Venture IV
Established to follow the policies of the
fully invested Permira UK III.                         1995           10          4.2        2,050         0.4


Total United Kingdom                                                                       13,344         2.9


NORTH AMERICA

Schroder Canadian Buy-Out Fund II
Established to invest in buy-outs and
development capital opportunities,
principally in Canada.                                 1994           10         22.6        9,334         2.0

Schroder Canadian Buy-Out Fund III
Established to invest in buy-outs, buy-ins,
leveraged build-ups and development capital
opportunities in Canada.                               2000           10         26.6        3,193         0.7

Co-investments with Schroder Canadian
Buy-out Funds II and III                                                                    13,997         3.0

Schroder Ventures International Life
Sciences Fund
Established to invest in life sciences
companies principally in the United States,
the United Kingdom and Continental Europe.             1993           10          6.8        1,688         0.4

</TABLE>

                                      F19

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

13.  GEOGRAPHICAL ANALYSIS OF INVESTMENTS (continued)
                                                                Original      SVIIT's     Value of     SVIIT's
                                                       Year         Life      Holding      SVIIT's         Net
                                                     formed      (years)  in the fund      Holding      Assets
                                                                                    %       GBP000           %
<S>                                                   <C>        <C>          <C>          <C>          <C>
NORTH AMERICA  (continued)

Schroder Ventures International Life
Sciences Fund II
Established as a successor to Schroder
Ventures International Life Sciences Fund,
to invest in a diversified portfolio of
life sciences companies principally in the
United States and Europe.  The majority of
these investments will be in early stage
opportunities.                                         1999           10         29.2       38,094         8.1

International Life Sciences Fund III
The successor to Schroder Ventures
International Life Sciences Fund II,
established to invest in a diversified
portfolio of life sciences companies
principally in the United States and
Europe. The majority of these investments
will be early stage opportunities.                     2002           10         29.9        5,022         1.1

Schroder Ventures US Fund
Established to invest in larger development
capital and mid-sized buy-outs in the US,
with a particular focus on media,
telecommunications and technology sectors.             1999           10         30.0       18,760         4.1


Total North America                                                                          90,088        19.4

Total fund portfolio                                                                        483,959       104.5

Money market instruments                                                                     13,911         3.0

Total investments                                                                           497,870       107.5

Current assets less total liabilities                                                       (34,678)       (7.5)

Total net assets                                                                            463,192       100.0


*    The lives of these funds have been extended.

Note: Permira Italy I terminated during the period and is therefore excluded
from the list of investments.

</TABLE>

                                      F20


<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

<TABLE>
<CAPTION>

14.      DEBTORS

Amounts falling due within one year:                                                         At December 31
                                                                                                       2002
                                                                                                     GBP000

<S>                                                                                                   <C>
Accrued investment advisory fee income                                                                2,495
Interest receivable                                                                                      45
Prepayments and other debtors                                                                         1,950

                                                                                                      4,490


15.      CREDITORS

Amounts falling due within one year:                                                         At December 31
                                                                                                       2002
                                                                                                     GBP000

Interest payable and similar charges                                                                    219
Other creditors and accruals                                                                          4,564

                                                                                                      4,783

The  group  has in place a  multicurrency  revolving  loan  facility  of EUR 225
million with the Royal Bank of Scotland.  During the six months to December, the
Company  borrowed  EUR38 million and US$2 million under the facility.  The loans
were fully repaid by December 31, 2002.

16.      CREDITORS

Amounts falling due after more than one year:                                                At December 31
                                                                                                       2002
                                                                                                     GBP000

4.5% Subordinated Convertible Bonds 2011                                                             40,000
Unamortised issue and listing costs (note 30)                                                          (799)


                                                                                                     39,201
</TABLE>


Creditors  due after more than one year comprise  GBP40 million  nominal of 4.5%
subordinated  convertible  bonds which mature on November 20, 2011.  These bonds
are convertible, at any time, into ordinary shares at a conversion price of 399p
per  share.  Following  year end,  GBP0.5  million  nominal  of bonds  have been
converted into 125,313 new shares.

In accordance  with FRS4 "Capital  Instruments",  issue costs are charged to the
revenue account over the term of the capital instrument.

FRS13 requires  disclosure of the fair value of debt. The convertible bonds were
listed on the London Stock  Exchange,  with UBS Warburg and  Dresdner  Kleinwort
Wasserstein  ("DKW") appointed as market makers. On December 31, 2002 the market
makers were  quoting a bid-offer  spread of 75p to 125p.  This equates to a fair
valuation range of GBP30-50 million for the bonds in issue.

                                      F21


<PAGE>


Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

17.      CAPITAL COMMITMENTS

At December  31, 2002 the Group had  uncalled  commitments  to its venture  fund
investments as follows:

<TABLE>
<CAPTION>

                                                                                   Amount          Uncalled
                                                                                 uncalled       commitment*
                                                                         (local currency)         GBP million

<S>                                                                               <C>                  <C>
International Life Sciences Fund III                                              $ 65.6m              40.8
Permira Europe I                                                                 EUR 6.9m               4.5
Permira Europe II                                                              EUR 287.3m             187.2
Schroder Canadian Buy-Out Fund II                                                 C$ 0.9m               0.4
Schroder Canadian Buy-Out Fund III                                               C$ 36.5m              14.3
Schroder Ventures Asia Pacific Fund                                               $ 34.9m              21.7
Schroder Ventures International Life Sciences Fund II                              $ 4.1m               2.5
Schroder Ventures US Fund                                                         $ 31.1m              19.3
The Japan Venture Fund III                                                     YEN 521.9m               2.7


Total                                                                                                 293.4

</TABLE>


* Based on exchange rates at December 31, 2002.


18.      SHARE CAPITAL

<TABLE>
<CAPTION>
                                                                                         For the six months
                                                                                                      ended
                                                                                          December 31, 2002

                                                                                                     GBP000
<C>                                                                                                   <C>
Authorised:
150,000,000 shares of GBP1.00 each                                                                  150,000
Allotted, called up and fully paid:
Opening balance of 102,265,699  shares of GBP1.00 each                                              102,266

Closing balance of 102,265,699  shares of GBP1.00 each
                                                                                                    102,266
</TABLE>

                                      F22

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


18.      SHARE CAPITAL (continued)


Options over ordinary shares

During the six months ended December 31, 2002 no options were granted. Similarly
no options were exercised during the six months and none lapsed. At December 31,
2002, 4,253,363 options to subscribe for ordinary shares were outstanding:

<TABLE>
<CAPTION>


Issue date                                                                  Exercise price   December 31 2002
                                                                                 per share             Number

<S>  <C>                                                                            <C>             <C>
June 2001                                                                           410.0p          2,813,407
June 2001                                                                           405.5p             28,359
April 2002                                                                          335.0p             34,774
April 2002                                                                          334.5p          1,376,823

                                                                                                    4,253,363
</TABLE>


19.      SHARE PREMIUM ACCOUNT

<TABLE>
<CAPTION>
                                                                                                  For the six
                                                                                                 months ended
                                                                                            December 31, 2002

                                                                                                       GBP000

<S>                                                                                                     <C>
Balance brought forward and carried forward                                                             7,453


20.      CAPITAL REDEMPTION RESERVE
                                                                                          For the six  months
                                                                                                        ended
                                                                                            December 31, 2002

                                                                                                       GBP000


Balance brought forward and carried forward                                                             3,204



21.      SHARE PURCHASE RESERVE
                                                                                          For the six  months
                                                                                                        ended
                                                                                            December 31, 2002

                                                                                                       GBP000

Balance brought forward and carried forward                                                            92,054

</TABLE>

                                      F23

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


22.      CAPITAL RESERVE

<TABLE>
<CAPTION>

                                                                                                  For the six
                                                                                                 months ended
                                                                                            December 31, 2002

                                                                                                       GBP000

<S>                                                                                                    <C>
Realised gains brought forward                                                                        280,716
Realised gains on venture fund distributions                                                           58,425
Transfer on disposal                                                                                   31,644
Realised exchange losses on loans                                                                       (901)
Realised losses on currency balances                                                                      591
Realised exchange losses on sale of
money market instruments                                                                                (428)

Realised gains carried forward                                                                        370,047

Unrealised losses brought forward                                                                     (64,011)
Increase in unrealised losses on venture funds                                                        (15,456)
Transfer on disposal                                                                                  (31,644)
Increase in unrealised exchange gains on
money market instruments
                                                                                                           36
Minority interest - equity                                                                                 23

Unrealised losses carried forward                                                                    (111,052)

Balance carried forward                                                                               258,995



23.      REVENUE RESERVE
                                                                                                  For the six
                                                                                                 months ended
                                                                                            December 31, 2002

                                                                                                       GBP000

Balance brought forward                                                                                 1,405
Transfer to revenue account                                                                            (2,185)

Balance carried forward                                                                                 (780)

</TABLE>


                                      F24

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


24.      RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

<TABLE>
<CAPTION>

                                                                                                  For the six
                                                                                                 months ended
                                                                                            December 31, 2002

                                                                                                       GBP000

<S>                                                                                                    <C>
Revenue deficit attributable to equity shareholders                                                    (2,185)
Dividends                                                                                                   -

                                                                                                       (2,185)
Non-distributable capital gain for the year                                                            42,290

Net addition to shareholders' funds                                                                    40,105
Shareholders' funds brought forward                                                                   423,087

Shareholders' funds carried forward                                                                   463,192

</TABLE>

25.      NET ASSET VALUE PER ORDINARY SHARE

         Calculation of the net asset values per share are based on Group net
         assets of GBP463,192,000 and on 102,265,699 ordinary shares in issue at
         the balance sheet date.

         The Group diluted net asset values per share assume the GBP40 million
         convertible bonds are converted at the balance sheet date at an
         exercise price of 399p into 10,025,062  new shares.

         The Group diluted net asset values per share also assume that share
         options with a strike price lower than the undiluted net asset value
         per share are exercised at the balance sheet date. This results in the
         issue of an additional 4,253,363 ordinary shares (note 18) for
         consideration of GBP16,372,000.

         The calculation of the diluted net asset values per share are based on
         Group net assets of GBP519,564,000 and on 116,544,124 ordinary shares
         in issue at the balance sheet date.


26.      RECONCILIATION OF OPERATING PROFIT TO NET CASH INFLOW / (OUTFLOW) FROM
         OPERATING ACTIVITIES

<TABLE>
<CAPTION>
                                                                                            For the six  months
                                                                                                          ended
                                                                                              December 31, 2002
                                                                                                         GBP000

<S>                                                                                                      <C>
Net deficit before finance costs and taxation                                                            (697)
Foreign exchange losses charged to the revenue account                                                      17
Increase in accrued income                                                                               (861)
Increase in debtors                                                                                       (24)
Increase in creditors                                                                                    1,657


Net cash inflow from operating activities                                                                   92
</TABLE>


                                      F25

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

27.      ANALYSIS OF CHANGES IN NET (DEBT)/FUNDS

<TABLE>
<CAPTION>
                                                 At   Exchange gain on                                       At
                                        1 July 2002               cash         Cashflow        31 December 2002
                                             GBP000             GBP000           GBP000                  GBP000

<S>                                           <C>                  <C>          <C>                       <C>
Cash at bank                                  9,303                574          (4,990)                   4,887
Debt due:
Within one year                                   -                  -                -                       -
After more than one year                   (39,152)                  -             (49)                (39,201)


Net debt                                   (29,849)                574          (5,039)                (34,314)

</TABLE>

                                      F26

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


28.      RELATED PARTY TRANSACTIONS

         The Company has appointed Schroder Investment Management Limited
("SIM"),  a wholly  owned  subsidiary  of  Schroders  plc,  to  provide  Company
secretarial and administrative  services. Under the terms of this agreement, SIM
is entitled to receive an annual fee equal to the  greater of  GBP75,000  or the
aggregate of (i) 0.12% per annum of the first GBP50 million of net assets,  (ii)
0.06% per annum of the next GBP50  million of such net assets and (iii) 0.04% of
the remaining net assets.  The agreement is subject to a 4 month notice  period.
The total  fees,  including  VAT,  paid or payable to SIM for these  services in
respect of the six months to December 31, 2002 were GBP144,000, all of which was
outstanding  at the balance sheet date.  In addition,  SIM receives fees for the
provision of taxation services to the Company. The total fees paid or payable to
SIM for these  services  in respect of the six months to  December  31, 2002 was
GBP15,000, of which GBP11,000 was outstanding at the balance sheet date.

         In consideration for its management of the Company's fixed interest
portfolio,  Schroder Investment Management (UK) Limited ("SIMUK") receives a fee
based on the average value of the Company's  month-end  cash and fixed  interest
portfolio, excluding funds managed by SIMUK, calculated at the rate of 0.10% per
annum on the first GBP75 million of assets,  0.05% on the next GBP75 million and
0.3%  thereafter,  subject to a minimum fee of  GBP20,000  per annum.  The total
fees,  including  VAT, paid or payable for these  services in respect of the six
months to December 31, 2002 were  GBP18,000,  of which GBP29,000 was outstanding
at the balance  sheet date.  At December 31, 2002,  SVIIT held an  investment of
GBP10million in the Schroder Offshore Cash Fund.

         SIM has also provided investment trust dealing services.  The total
cost to the Company for this service, payable to Lloyds TSB Registrars,  for the
six months to December 31, 2002 was GBP12,000.

         On April 22, 2002, Schroders Ventures (London) Limited, a wholly owned
subsidiary of Schroder  Ventures  International  Investment Trust plc ("SVIIT"),
assigned a debt in respect of a future revenue  stream of  GBP1million  due from
Schroder  Investment  Management  (Ireland)  Limited  ("SIMIL")  to SVIIT  for a
consideration  of GBP1  million.  During  the six  month  period  under  review,
GBP338,000  was repaid by SIMIL,  leaving an  outstanding  debt of GBP662,000 at
December 31, 2002.  An additional  GBP210,000  has been repaid after the balance
sheet date.

         John McLachlan and Nicholas Ferguson are members of the Advisory
Committees  of certain of the Schroder  Ventures' and Permira funds in which the
Company invests.

         Nicholas Ferguson and members of his family and Andrew Williams have an
interest in the Carried Interest in respect of certain Funds.  Nicholas Ferguson
and  Andrew  Williams  have  forgone a portion of their  entitlement  to Carried
Interest on existing Funds and any entitlement they may have to Carried Interest
on future Schroder Ventures or Permira funds in return for share options granted
by the Company  under the  Executive  Share Option Plan.  Nicholas  Ferguson and
Andrew Williams also participate in the Schroder Ventures  Co-Investment  Scheme
and Schroder Ventures Investment Limited.

                                      F27

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

RISK

         The following disclosures relating to the risks faced by the Company
are provided in accordance with Financial  Reporting  Standard 13,  "Derivatives
and other financial instruments disclosures".

         Financial instruments and risk profile

         The Company's principal investment objective is to achieve capital
appreciation by investing primarily in an international portfolio of buy-out and
development  capital funds, which are managed or advised by Schroder Ventures or
Permira.  These  investments are typically  illiquid.  In addition,  the Company
holds money market  instruments,  cash and short-term deposits and various items
such as debtors and creditors  that arise  directly from its  operations.  These
financial instruments held by the Company are generally liquid.

         The holding of securities, investing activities and associated
financing undertaken pursuant to this objective involves certain inherent risks.
Events may occur that would  result in either a reduction in the  Company's  net
assets or a reduction of revenue profits available for dividend.

         As an investment trust the Company invests in securities for the long
term. The Company has not taken out any derivatives contracts to date.

         Currency risk

         The Company is exposed to currency risk directly since the majority of
its  assets and  liabilities  are  denominated  in  foreign  currency  and their
sterling value can be  significantly  affected by movements in foreign  exchange
rates.  The Company does not normally hedge against foreign  currency  movements
affecting  the value of its  investments,  but takes  account  of this risk when
making investment decisions.

         Interest rate risk

         The Company's revenue will be affected by changes in prevailing
interest  rates  since the  majority  of its income  derives  from money  market
instruments  and bank deposit  interest.  The effect of interest rate changes on
the valuation of investments  forms part of valuation risk,  which is considered
separately below.

<TABLE>
<CAPTION>

Financial assets of the Group                  Floating       Fixed    Non-interest       Total
                                                   Rate        rate         bearing

                                                 GBP000      GBP000          GBP000      GBP000

<S>                                              <C>                         <C>         <C>
Currency denomination of assets at
December 31, 2002:
Sterling                                         14,765           -          17,834      32,599
Euro                                              3,989           -         326,809     330,798
US dollar                                            31           -         101,364     101,395
Japanese yen                                          -           -          15,918      15,918
Canadian dollar                                      13           -          26,524      26,537

                                                 18,798           -         488,449     507,247

</TABLE>

                                      F28
<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


29.      RISK (continued)


         The floating rate assets consist of short-term deposits.  The
non-interest  bearing assets  represent the Funds and  co-investments  and other
short-term debtors. There are no fixed rate assets.

         Financial liabilities of the Group

         The Company issued GBP40 million nominal of 10 year 4.5% subordinated
convertible  bonds in  November  2001.  The  Company  does  not  have any  other
borrowings at balance sheet date, although it does have in place a loan facility
of EUR225 million with the Royal Bank of Scotland plc.

         The main risk arising from the Company's financial instruments is
valuation  risk.  The Board  reviews and agrees policy for managing this risk as
summarised  below.  This policy has remained  substantially  unchanged since the
launch of the Company.

         Valuation risk

         The Company's exposure to valuation risk comprises mainly movements in
the  value of its  underlying  investments.  A  breakdown  of the  venture  fund
portfolio  is given in note 13.  In  accordance  with the  Company's  accounting
policies,  all underlying  investments are valued by the directors in accordance
with the current  guidelines  issued by the British Venture Capital  Association
("BVCA"), adopting the overriding BVCA principle that the value should be a fair
one.  The  Company  des not  hedge  against  movements  in the  value  of  these
investments.  Uncertainty  arises as a result of future changes in the valuation
of the Company's underlying investments, the majority of which are unquoted, and
the effect  changes in exchange  rates may have in the  sterling  value of these
investments.  Development  Stage  Equity  Investments  and  Early  Stage  Equity
Investments,  by their  nature,  involve  uncertainty  as to the ultimate  value
likely to be realised  on the  disposal of those  investments,  particularly  as
their unquoted nature means that a ready market may not exist for them.

         The Company's sensitivity to valuation risk will be affected by changes
in levels of borrowing and liquidity,  as approved by the Board. At December 31,
2002, a 10%  movement in the  valuation  of the Group's  venture fund  portfolio
would have resulted in a 10% change in net asset value per share.

         The directors believe that the diversified nature of the Company's
portfolio and the number of underlying  investments  in the Funds  significantly
reduces the risks normally associated with making investments in the buy-out and
development capital markets.

         Holdings risk

         In certain circumstances, SVIIT may wish to transfer its holdings in
particular  Funds.  In a majority of the Funds in which SVIIT will  invest,  the
general  partner,  trustee or manager has the  ultimate  right,  similar to that
exercisable by a board of a private Company,  to refuse to register the transfer
of an  interest.  While SVIIT has no reason to believe  that any request for the
transfer of an interest would be refused,  it is of course  conceivable that the
general partner's trustee's or manager's  overriding fiduciary duty could result
in its refusing to register a particular transfer proposed by the Company.

         If as a consequence of a failure to pay a call, the Company is treated
as a defaulting  investor  under the relevant  Fund,  it will suffer a resultant
dilution in interest and possibly the compulsory sale of its interest.


                                      F29

<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)


30.      DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES

         The group's consolidated accounts are prepared in accordance with
accounting principles generally accepted in the United Kingdom ("UK GAAP") which
differ from United States generally accepted accounting  principles ("US GAAP").
The significant differences applicable to the Group are summarised below:

         Dividends

         Under UK GAAP, dividends are provided for in the year in respect of
which they are proposed or declared.  Under US GAAP, dividends are only provided
in the period in which they are declared.

         Unamortised issue and listing costs

         Under UK GAAP, unamortised issue costs can be disclosed net against the
liability that they relate to. Under US GAAP,  unamortised costs are shown as an
asset.

         The following is a summary of the significant adjustments to
shareholders'  funds  which  would be  required  if US GAAP  were to be  applied
instead of UK GAAP:

<TABLE>
<CAPTION>

         Shareholders' funds
                                                                                                   Six months
                                                                                               ended December
                                                                                                      31 2002
                                                                                                       GBP000

<S>                                                                                                    <C>
Shareholders' funds as reported in the consolidated balance sheet
under UK GAAP                                                                                          463,192

Adjustments:
None                                                                                                         -


Shareholders' equity as adjusted to accord with US GAAP                                                463,192

</TABLE>


                                      F30


<PAGE>

Schroder Ventures International Investment Trust plc

NOTES TO THE ACCOUNTS (continued)

30.      DIFFERENCES BETWEEN UNITED KINGDOM AND UNITED STATES GENERALLY ACCEPTED
         ACCOUNTING PRINCIPLES (CONTINUED)


         Consolidated statement of cash flows

         The consolidated statement of cash flows prepared under UK GAAP
presents  substantially  the same information as that required under US GAAP but
they  differ  with  regard to the  classification  of items  within  them and as
regards the definition of cash under UK GAAP and cash and cash equivalents under
US GAAP.

         Under UK GAAP, cash flows are presented separately for operating
activities,  returns on investments and servicing of finance,  taxation, capital
expenditure and financial investment, acquisitions, equity dividends, management
of liquid resources and financing. US GAAP require only three categories of cash
flow activity to be reported;  operating,  investing and  financing.  Cash flows
from  taxation  and returns on  investments  and  servicing  shown under UK GAAP
would,  with the  exception  of  dividends  paid to  minority  shareholders,  be
included  within  operating  activities  under US GAAP. The payment of dividends
would  be  included  within  financing   activities   under  US  GAAP.   Capital
expenditure,   financial   investments  and  acquisitions  are  included  within
investing activities under US GAAP.

       The categories of cash flows under US GAAP can be summarised as follows:


<TABLE>
<CAPTION>
                                                         Six months ended
                                                         December 31 2002
                                                                   GBP000

<S>                                                                <C>
Cash outflow from operating activities                             (2,367)
Cash outflow on investing activities                               (1,504)
Cash outflow from financing activities                             (1,119)

Decrease in cash and cash equivalents                             (4,990)
Exchange gain on cash balances                                        574
Cash and cash equivalents:
At the start of the period                                          9,303

At the end of the period                                            4,887

</TABLE>



                                      F31

<PAGE>