REG - EMV Capital PLC - Final Results for the year ended 31 December 2025
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RNS Number : 8067E EMV Capital PLC 19 May 2026
Strictly embargoed for: 07.01 a.m. on 19 May 2026
EMV CAPITAL PLC
("EMVC", "Group" or "the Company")
FINAL RESULTS FOR THE YEAR ENDED 31 DECEMBER 2025
EMV Capital Plc (AIM: EMVC), the deep tech and life sciences venture capital
investment group, announces its audited results for the year ended 31 December
2025.
INVESTOR PRESENTATION
The Company will hold a live online presentation for investors
(https://www.investormeetcompany.com/emv-capital-plc/register-investor) at
10.30 a.m. on 19 May 2026 via the Investor Meet Company platform. The
presentation is open to all existing and potential shareholders. Questions can
be submitted pre-event via the Investor Meet Company dashboard up until 09.00
a.m. on 19 May 2026, or at any time during the live presentation.
Investors can sign up to Investor Meet Company for free via: Investor Meet
Company
(https://www.investormeetcompany.com/emv-capital-plc/register-investor)
Commenting on the results, Dr Charles Spicer, Chair of EMVC said:
"Against a challenging macroeconomic and funding backdrop, EMV Capital
continued to demonstrate the resilience and scalability of its platform,
increasing AUM to £112.5 million, strengthening recurring revenues and
further integrating the Martlet Capital practice. The Board remains cautiously
optimistic. While market conditions remain selective, we believe the Group is
well positioned across sectors benefiting from long-term structural growth
trends."
OPERATIONAL HIGHLIGHTS
· Continued scaling of the Group's core venture capital platform and
strengthening of recurring and transactional revenue streams.
· Growth in AUM to £112.5 million as at 31 December 2025 (31
December 2024: £98.5 million).
· Group performance supported by disciplined capital deployment,
increased fundraising activity, and active, hands‑on portfolio management.
· EMV Capital continued to support its portfolio through syndicated
fundraisings totalling £12.0 million (2024: £10.6 million) of debt and
equity across fourteen (2024: twelve) of its portfolio companies.
· Continued to advance the Group's Venture Build programme, a
differentiated and capital‑efficient component of our strategy backing
undervalued IP-rich companies with fundraising and management support. The
value of EMV Capital's direct stakes into its most recent cohort of Venture
Build companies has increased to £10.8 million over three years, equating to
£10.0 million of fair value creation from £0.9 million invested (cash and
in‑kind), a 12.4x multiple.
· Established new portfolio company, AMR Bio Limited, for the
strategic acquisition of key XF‑73 intellectual property and clinical assets
from Destiny Pharma Limited; a Phase 3-ready, first-in-class topical
antimicrobial designed to prevent post-surgical infections and help address
the escalating global threat of antimicrobial resistance; and to develop the
assets and plan a route through to Phase 3 launch and commercialisation.
· Strengthened the organisation's platform through expansion of senior
finance leadership, appointing Anesh Patel as Group CFO and Company Secretary
and creating a dedicated Portfolio CFO role assumed by Stephen Crowe (former
EMVC CFO), enhancing Group‑level financial oversight and hands‑on
portfolio support (both non-Board positions).
· Continued to invest in digital infrastructure, automation and process
improvements, alongside the development of AI and data strategies to drive
operational efficiency and support growth.
· Completed the integration of the Martlet investment practice, led a
follow-on investment round into Martlet Capital, and launched a co-investment
programme with several co-investments into Cambridge high-tech cluster
companies; with the Martlet portfolio seeing an initial secondary exit that
delivered proceeds of approximately £0.3 million and a 2.5x return.
FINANCIAL HIGHLIGHTS
· Fair value of equity investments on balance sheet increased 9% to
£14.6 million (2024: £13.4 million), reflecting disciplined portfolio
stewardship despite ongoing macroeconomic uncertainty.
· Group revenue of £2.9 million (2024: £2.5 million), representing
c.17% growth driven by higher corporate finance fees, increased fundraising
activity and higher recurring fund management fees following the full
operational integration of Martlet Capital.
· EMV Capital Core((1)) revenue of £3.2 million((2)) (2024: £2.4
million), representing 31% growth. Continues to cover a significant proportion
of the Group's core operating costs, reflecting the continued progress towards
financial self-sufficiency of the platform.
· Group losses for the year narrowed 83% to £0.6 million (2024: £3.7
million), reflecting revenue growth and active cost management alongside
targeted investment in team and infrastructure, and fair value gains of £1.4
million (non-cash).
o EMV Capital Core, being the core venture capital and investment management
segment of the Group and therefore excluding subsidiary portfolio company
losses, generated a profit of £1.5 million (2024: £1.5 million loss), driven
by the above fair value gains (non-cash).
· Group cash balance of £0.5 million as at 31 December 2025 (31
December 2024: £1.0 million) with a further £0.3 million held in readily
realisable quoted securities as at 31 December 2025 (31 December 2024: £1.4
million).
POST PERIOD HIGHLIGHTS
· Appointment of AMR Bio (see Operational Highlights above)
leadership team, bringing over 50 years of combined expertise in antimicrobial
development, regulatory affairs, and pharmaceutical commercialisation; and
significant regulatory advancement for XF-73, including the successful
transfer of the XF-73 FDA registration to AMR Bio in the USA.
KEY PORTFOLIO HIGHLIGHTS IN 2025((3))
Wanda Health
· Operates in the rapidly expanding US Remote Patient Monitoring
market, forecast to reach c.US$110.7 billion by 2033 (CAGR 19.8% from
2025-2033), with a focus on complex cardiometabolic populations, including
GLP-1 supported weight management pathways.
· Secured multi-million-dollar contracts in the US, out-competing
larger industry players and delivering significant revenue growth in 2025.
· Completed a £0.86 million fundraising in 2025, led and
syndicated by EMV Capital Partners, to support continued commercial expansion.
· EMVC holds a 16.5% direct interest valued at c.£1.7 million and
manages third-party capital representing a 30.2% interest valued at c.£3.5
million (unaudited).
EpiBone
· US-based clinical-stage regenerative medicine specialist focused
on skeletal reconstruction.
· Completed a US$4.0 million fundraising in 2025, in which EMV
Capital Partners played a lead role in syndicating a US$0.75 million
co-investment, significantly increasing its direct and indirect stakes in the
company and gaining a board observer seat.
· The proceeds of the funding are to accelerate clinical
development of its key products and further corporate development.
· EMVC holds a 1.7% direct interest valued at c.£1.3 million and
manages third-party capital representing a 5.3% interest valued at c.£4.2
million (unaudited).
AMR Bio
· New addition to the Venture Build programme, formed following the
acquisition of key intellectual property and clinical assets relating to the
XF-73 drug platform from Destiny Pharma Limited.
· XF-73 is a first-in-class topical antimicrobial designed to
prevent post-surgical infections and help address the escalating global threat
of antimicrobial resistance in humans.
· AMR Bio will develop the assets and plan a route to commercialisation,
with a focus on preparing the company for a Phase 3 clinical trial, and
explore other applications of the technology.
· The transaction was structured with £475,000 upfront cash
consideration and deferred milestone-linked payments, while introducing
third-party capital through EMV Capital Partners and establishing a new
venture within the portfolio.
· EMVC holds a 30.0% direct interest valued at c.£0.6 million and
manages third-party capital representing a 70.0% interest valued at c.£1.3
million (unaudited).
Deeptech Recycling Technologies
· Proprietary, patented chemical recycling technology that converts
currently unrecyclable plastic waste into oil that can be used by the
petrochemical industry as feedstock for producing virgin quality plastic.
· Strong pipeline of commercial projects progressing toward execution,
including plans for a 10,000 tonnes per annum plant in Norway supported by
c.£11 million of Norwegian government debt financing programme (to be
provided subject to matched funding).
· Completed a c.£1.22 million equity fundraising in 2025, led and
syndicated by EMV Capital Partners, to support commercial deployment.
· EMVC holds an 18.0% direct interest valued at c.£2.8 million and
manages third-party capital representing a 29.7% interest valued at c.£4.7
million (unaudited).
Sofant Technologies
· Achieved a major industry milestone in October 2025 with the
successful demonstration of the world's first fully functioning Ka-band
transmit array using proprietary radio frequency microelectromechanical system
(RF MEMS) beamforming technology.
· Supported by programmes with both the European Space Agency and the UK
Space Agency, advancing toward commercial launch.
· Completed a c.£6.25 million equity fundraising in 2025, led and
syndicated by EMV Capital Partners, with participation by Scottish
Enterprise, the National Security Strategic Investment Fund and other
investors.
· EMVC holds a 1.1% direct interest valued at c.£0.5 million and
manages third-party capital representing a 24.1% interest valued at c.£12.5
million (unaudited).
Q-Bot
· UK-based robotics and AI company providing underfloor insulation and
building surveying technologies, with more than 5,000 installations in the UK.
· Completed a c.£1.1 million fundraising in 2025, led and syndicated
by EMV Capital Partners, to support Q-Bot's growth strategy, following a pivot
to a lean technology business.
· EMVC holds a 27.1% direct interest valued at c.£1.4 million and
manages third-party capital representing a 53.0% interest valued at c.£3.5
million (unaudited).
Martlet Capital
· We completed the full operational integration of Cambridge-based
Martlet Capital into the Group during 2025.
· The Martlet portfolio demonstrated resilience and fair value
progression, supported by selective follow-on investments and an initial
secondary exit that delivered proceeds of approximately £0.3 million and a
2.5x return. The integration has strengthened the Group's Funds practice and
expanded its opportunity set for recurring management fees, carried interest
and third-party AUM growth.
· In line with Group strategy, EMV Capital's EIS practice has co-invested
in Martlet portfolio companies, Xampla (bioplastics) and OctaiPipe (AI
datacentre software), and intends to increase its co-investments within the
Martlet portfolio. This will deepen the fund's presence in the world-renowned
Cambridge cluster, provide investors with greater diversity, and increase
sources of carried interest available to the Group.
Notes
(1) EMV Capital Core comprises EMV Capital plc, EMV Capital Partners Limited
and other EMV Capital operating and holding companies in the Group.
(2) EMV Capital Core revenue is a non-IFRS alternative performance measure,
reflecting EMV Capital's core venture capital and investment management
activities as a standalone investment business. It assumes all portfolio
companies are treated as investments rather than as subsidiaries and therefore
excludes portfolio company operating revenues while including fundraising and
other fees charged by EMV Capital Core to portfolio companies (including
subsidiary portfolio companies).
(3) Portfolio holdings and fair values are stated on a fully diluted basis
(including share options and warrants but excluding convertible loans).
Commenting on the outlook for the Group, Dr Ilian Iliev, CEO of EMVC added:
"We believe EMV Capital is increasingly differentiated through its combination
of active portfolio management, scalable fee-generating activities and
exposure to sectors addressing major global challenges. The accelerating
demands of AI infrastructure, energy efficiency, healthcare innovation and
industrial resilience continue to reinforce the relevance of our portfolio.
"Several portfolio companies are approaching important commercial, technical
and regulatory milestones, and we believe the Group is well positioned to
benefit as market conditions improve. While we remain disciplined and
cautious, we are increasingly optimistic about the medium-term opportunity set
across both our existing portfolio and new investment pipeline."
The person responsible for arranging the release of this announcement on
behalf of the Company is Ed Hooper, Executive Director and General Counsel of
the Company.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.
-Ends-
For more information, please contact:
EMV Capital plc via Rosewood
Ilian Iliev, CEO
Panmure Liberum (UK) Limited (NOMAD and Broker) +44 (0)20 7886 2500
Emma Earl / Will Goode / Freddy Crossley / Mark Rogers (Corporate Finance)
Rupert Dearden (Corporate Broking)
Rosewood (Financial PR) +44 (0)20 7653 8702
John West / Llewellyn Angus / Lily Pearce
About EMV Capital plc (EMVC) (https://emvcapital.com/)
EMV Capital plc, is a deep tech and life sciences venture capital investment
group with an international portfolio of high-growth companies. With a focus
on generating superior returns for investors from the fast-growing sectors and
technologies that will define our future, EMV Capital invests in, manages and
strengthens early-stage IP-rich companies.
EMV Capital holds both direct equity stakes and carried interest in its
portfolio companies, creating an evergreen structure that supports extensive
growth and value creation. EMV Capital's investment thesis is realised through
these capital sources:
· capital-efficient investments through Group balance sheet;
· fund management of the Evergreen EIS and Martlet Capital Funds;
· syndicated investments leveraging its network of third-party
investors.
EMV Capital's approach is characterised by its proactive management style,
aiming to advance portfolio companies to critical value inflection points by
actively engaging with them. Companies are supported through Board
representation and the use of its Value Creation Services practice.
Headquartered in London, with a Cambridge presence and strong international
links, EMV Capital is quoted on the AIM market of the London Stock Exchange.
(1) CHAIR'S STATEMENT
The geopolitical and macroeconomic uncertainties which have characterised
recent years persisted through 2025 and continue. Global growth remained
uneven, capital markets selective, and access to both equity and debt capital
constrained for many private and public companies. While inflationary
pressures moderated in some regions, interest rates remained elevated for much
of the year, and IPO and M&A markets in both the UK and the US showed
limited signs of sustained recovery. Against this backdrop, valuations across
technology-rich sectors remain volatile and exit activity continues to be
subdued.
Despite these challenges, EMV Capital continued to make tangible progress
during the year, maintaining its focus on deep tech, life sciences and
sustainability. These areas continue to offer compelling opportunities,
despite the prevailing market conditions.
The executive team actively manages the Group's portfolio and is further
developing the EMVC platform with a clear focus on capital efficiency,
resilience and long-term value creation. Assets under management (AUM)
increased to £112.5 million during the year, reflecting both disciplined
portfolio stewardship and continued engagement with third-party investors.
The full operational integration of Martlet Capital into the EMVC platform
strengthened the Group's Fund Management capability, expanded opportunities
for co-investment, and enhanced the resilience of our revenue base. The
Martlet portfolio demonstrated fair value progression, including a strategic
secondary transaction that delivered realised proceeds and validated the
underlying quality of the assets.
The Group advanced its Venture Build programme, a differentiated and
capital-efficient component of our strategy. In September 2025, we completed
the acquisition of the XF-73 drug platform assets from Destiny Pharma,
establishing a new venture within the portfolio with limited upfront cash
deployment and meaningful long-term optionality. This transaction exemplifies
the Group's ability to structure and execute complex opportunities to grow
both third-party assets under management and generate direct equity exposure.
EMV Capital Partners supported companies across the wider portfolio through
selective fundraisings and restructuring activity. Notable transactions during
the year included successful funding rounds at Wanda and Sofant, each of which
marked important commercial inflection points and delivered fair value
progression across both the Group's direct holdings and its third-party
managed assets. These outcomes underscore the value of EMVC's hands-on
approach and our ability to attract strategic capital in challenging market
conditions.
As the Group has scaled, we have invested further in the strength of the EMVC
platform itself. During the year, we strengthened the senior finance function
with the appointment of Anesh Patel as Group Chief Financial Officer and
Company Secretary and the creation of a dedicated Portfolio CFO role. This
structure reflects the increasing sophistication of the Group and its
operations, and reinforces our commitment to strong governance, disciplined
financial management and proactive portfolio support.
Looking ahead, the Board remains sensibly cautious, but quietly confident.
Challenging market conditions and periods of dislocation create opportunities.
The rapid transformation of the energy sector, driven by grid modernisation,
the energy transition and recent market shocks, has brought increased focus to
companies that address critical infrastructure challenges and provide
practical solutions. We have demonstrated that our portfolio is well poised in
that regard. EMV Capital's diversified revenue model, disciplined investment
approach and exposure to long-term themes across deep tech, life sciences and
sustainability position the Group well to address global uncertainties, and to
benefit further as market conditions normalise.
On behalf of the Board, I would like to thank our executive directors, the
wider EMV Capital team, our colleagues across the portfolio companies and our
shareholders for their continued commitment and support.
Dr Charles Spicer,
Chair
18 May 2026
(2) CHIEF EXECUTIVE OFFICER'S STATEMENT
Overview
I am pleased to report that 2025 was a year of consistent progress against the
priorities of EMV Capital, despite ongoing challenges across global capital
markets. While funding conditions remained selective and exit markets subdued,
the Group has made considerable progress in its strategy of building a
resilient, capital-efficient venture capital investment and realisations
platform focused on deep tech, life sciences and sustainability.
Our multi-disciplinary venture capital platform approach is delivering
results, with AUM growing to £112.5 million at 31 December 2025, Group
revenues increasing 17% to £2.9 million, and EMVC core revenues increasing
31% to £3.2 million.
The Group now has direct and indirect interests in over 70 portfolio
companies, providing shareholders with diversified exposure to businesses
operating across multiple stages of development and sub-sectors.
Reflecting continued market headwinds limiting valuations and the availability
of follow-on capital for early-stage businesses, we remained focused on
capital efficiency and disciplined deployment of balance sheet resources. We
continued to engage pro-actively with portfolio companies, working closely
with management teams and co-investors to protect value, streamline funding
needs and monitor delivery against key commercial, technical and regulatory
milestones. Whilst performance across individual holdings was mixed, the
overall portfolio remained resilient, with significant progress made by
multiple portfolio companies.
In our Venture Build practice, we continued to drive our companies through key
value inflection points, thereby attracting third party investment and
protecting and enhancing the value of our deep direct stakes. Whilst we have
not yet seen any exits from this programme, we have created a significant
value uplift in the form of c. £10.0 million of fair value created from total
Group investments of £0.9 million. We added AMR Bio to our Venture Build
portfolio after its acquisition of the XF-73 assets from Destiny Pharma.
During the year we concluded the full integration of Martlet Capital into EMV
Capital, strengthening the Group's fund management capability. EMVC secured
the first exit from the Martlet Capital portfolio since its appointment as
fund manager, generating realised proceeds from a profitable secondary sale
and further validating the underlying quality of the portfolio. We also
launched a co-investment programme alongside Martlet Capital, selectively
investing from our EIS investment practice alongside several Martlet Capital
portfolio companies, providing more diversification and depth to our portfolio
and enhancing the quality and scale of our portfolio investor base.
Our AIM quotation remains an important strategic asset, providing flexibility
in structuring transactions, supporting the issuance of equity to
counterparties and enhancing confidence among co-investors and portfolio
companies. We continue to view this as a key differentiator relative to many
privately owned venture capital peers.
Strategy and Commercial Model
Our Group operates a distinctive and flexible commercial model. We have a
platform that combines in-house corporate finance, fund management,
pro-active portfolio management, management support services capabilities.
This model enables EMVC to generate and scale-up multiple revenue streams from
portfolio companies whilst supporting their continued funding requirements and
growth. We generate investment returns through a mixture of direct capital
returns and carried interest from managed third party capital.
Our strategy is executed through the following key pillars:
· Growing the value of our portfolio company holdings through two
core investment strategies:
o Venture Build: investing in significant (25%+) direct and indirect stakes
in selected companies with high-potential IP at attractive valuations,
actively managing and supporting these businesses through our corporate
finance and value creation services functions to drive operational and
commercial progress.
o Co-invest: actively managing minority stakes in high-potential startups
alongside trusted co-investors (primarily but not only through our Martlet
Capital fund), securing Board or observer seats as appropriate and closely
monitoring performance.
· Scaling our Funds practice, building on the integration of Martlet
Capital and the EMVC Evergreen EIS Fund, we are looking to add further fund
management mandates from both organic growth and third party opportunities.
· Creating multiple routes to investment returns, combining
investment returns expected from M&A and IPOs with profitable secondaries,
combining capital returns from direct investment and stakes with carried
interest returns from third party funds under management.
· Building a resilient, high-performance platform, enabled by a
high-performing team, strong governance, our network of trusted advisers and
venture partners, and selective implementation of AI to enhance processes and
build competitive advantage.
· Achieving financial self-sufficiency, through disciplined
expenditure and cashflow management, a growing base of recurring revenues, a
path to operational breakeven, while selectively investing in growth
initiatives.
· Growing our capital raising function, expanding our thriving EIS
practice, growing relationships with family offices, wealth managers and IFAs,
corporate and institutional investors to increase access to capital for our
portfolio companies and our Funds practice.
Together, these elements support our objective to deliver long-term value for
shareholders through outsized investment returns from portfolio company exits,
while achieving financial self-sufficiency at the EMVC core level.
Operational Review
Assets Under Management
Total AUM includes directly held assets on the balance sheet as well as assets
managed for third parties where the Group has carried interest arrangements.
Total AUM increased by 14% to £112.5 million (2024: £98.5 million), and
comprise:
· £38.9 million (2024: £37.7 million) fair value of direct
holdings, of which £14.6 million relates to equity investments on the balance
sheet (2024: £13.4 million) and £24.3 million relates to subsidiaries and
associates at directors' unaudited valuation (2024: £24.3 million);
· £46.4 million (2024: £35.0 million) managed and third-party holdings
(excluding Funds) at directors' unaudited valuations; and
· £27.2 million (2024: £25.8 million) of assets managed through
Funds (Martlet Capital and the EMVC Evergreen EIS Fund) where EMV Capital
Partners is the appointed investment manager, at directors' unaudited
valuations.
During the year, the AUM increase was primarily driven by portfolio
fundraisings, fair value progression and the acquisition of the XF-73 drug
platform from Destiny Pharma.
Corporate Finance Practice
EMV Capital Partners syndicates investments from its extensive network of high
net worth and family office investors, focusing on late seed to Series A
equity stages. During the year, we introduced a new funding line to selected
portfolio companies, providing them with syndicated debt and generating
additional fee income and potential carried interest for the firm.
The Corporate Finance practice is central to our operating model, generating
fees while building AUM. It also strategically provides our portfolio
companies with an investment partner that can react fast to funding needs and
attract third party funding.
We syndicated £12.0 million (2024: £10.6 million) of third-party capital
across fourteen (2024: twelve) portfolio companies in 2025, supporting
portfolio development and contributing to fair value progression across direct
holdings. In addition to supporting the growth of those portfolio companies,
for the majority of that syndicated capital, the Group benefits from carried
interest arrangements and as such it is included within total AUM. Fundraising
and advisory activities generated corporate finance fees of £1.1 million
(2024: £0.7 million) for EMVC Core.
Value Creation Services (VCS) Practice
Our VCS function enables EMVC to selectively support companies executing a
strategy pivot or reset, as well as to support the companies in our Venture
Build portfolio. We provide this much needed support through a curated blend
of our in-house team and a panel of expert venture partners and advisers ,
with capabilities spanning investment/exit readiness, financial modelling and
support services, IT, AI and cybersecurity, IP licensing, corporate
collaborations, and sourcing executive talent. We believe this capability
enables EMVC to drive outsized returns for our portfolio. We typically provide
these services through long-term retainer arrangements until the recipient
company is able to operate on a more standalone basis. EMV Capital generated
VCS fees of £1.0 million in 2025 (2024: £1.1 million).
Venture Build Practice
The Group continued advancing its Venture Build programme, which includes
DeepTech Recycling, DName-iT, Ventive, Vortex, Wanda. During the year, we
added AMR Bio Limited to the programme following its acquisition of Phase
3-ready XF-73 drug platform assets from Destiny Pharma, achieving this with
minimal upfront cash while retaining significant upside potential.
Our Venture Build programme is characterised by the deep involvement of our
VCS team driving business plan development and implementation, alongside our
Corporate Finance practice facilitating funding. EMVC helps companies progress
to the point where a Series A or scale-up round is possible, and to the point
at which our VCS services are no longer needed. Over the past three years, the
programme has seen significant growth in the value of EMVC's direct stakes to
£10.8 million as at year-end, representing c.£10.0 million of fair value
created from total investment of £0.9 million (£0.4 million cash and £0.5
million in-kind services), a 12.4x multiple.
Fund Management Practice
Fund management is an important and scalable component of our business model,
generating £1.0 million of fees in 2025 (2024: £0.7 million). Central to
this is Martlet Capital, which now provides meaningful recurring management
fees alongside long-term carried interest exposure, and continued building
momentum over 2025, including raising c.£1.3 million in May 2025 to support
follow-on investments and working capital.
The EMVC Evergreen EIS Fund offers investors exposure to a diversified
portfolio of potential high-growth companies from Seed to Series A,
co-investing alongside EMVC managed investors. This fund also generates
recurring management fees and carried interest exposure while supporting
portfolio company funding. We believe it is positioned for further investment
and growth through ongoing engagement with IFAs and wealth managers, supported
by continued resilience in the EIS market following changes in UK tax
legislation.
We are evaluating new fund management opportunities, with the aim of providing
additional investment firepower for existing and new portfolio companies, and
additional management and performance fees.
Platform Development and Governance
As the Group has scaled, we have continued to invest in strengthening the
platform. We expanded the senior finance leadership team with the appointment
of our new Group Chief Financial Officer and Company Secretary and the
creation of a dedicated Portfolio CFO role. This structure reflects the
increasing needs of the Group and supports both enhanced financial oversight
at Group level and deeper hands-on support across the portfolio. We are also
exploring and implementing use cases for AI across our platform to bring
resilience, efficiency and scalability.
Investor Relations and Communications
Through the year we have increased our engagement with our portfolio investor
base, to help inform and educate about our investment model, and report on the
progress of our portfolio. Doing so is facilitated by synergies with our
capital raising function. We launched the Virtual 'Meet the Portfolio' series
through Investor Meet Company, increased coverage of portfolio progress
through social media, and alongside a busy schedule of in-person events. We
also re-launched a thought leadership series of blogs, building on our
privileged view across our extensive portfolio and the wider markets.
Technology investment during a period of global volatility
In a period of extreme geopolitical volatility and AI-led transformation of
economies, our investment focus on deep tech and life sciences means our
portfolio is directly aligned with critical market needs. Major global
developments continue to drive technology investment trends, and we believe
our portfolio and investment strategies position us in a resilient manner for
this new environment. We continue to work closely with portfolio companies and
make selective investments to ensure we are well placed to capitalise on
opportunities in a complex and evolving global landscape.
The rapid growth of AI deployment is creating challenges and opportunities
across the value chains of our sectors of focus. We are positioned at the
forefront of this shift through investments in our broader portfolio. Martlet
Capital portfolio companies such as OctaiPipe, Porotech, Cambridge GaN
Devices, Paragraf and Nu Quantum are enabling more efficient, scalable and
sustainable computing infrastructure.
The shock to global energy markets through the conflicts in Ukraine and in the
Gulf has reinforced the importance of energy efficiency, electrification and
alternative resource solutions. We expect higher prices and irregular supply
will accelerate the commercial adoption of deep tech innovations that reduce
energy consumption, improve system performance, and enhance resilience.
Portfolio companies such as Q-Bot, Deeptech Recycling and Ventive are
addressing inefficiencies in the built environment and resource utilisation,
whilst Cambridge GaN Devices and Echion are supporting the electrification of
transport and industrial systems. In parallel, Sofant is contributing to the
growing demand for resilient communications infrastructure in a world under
strain.
We must, of course, consider the growing impact of AI on our investment
strategy and the VC industry as a whole. Many SaaS focused VC and PE
portfolios have experienced pressures, as barriers to entry have decreased for
SaaS businesses with new AI-based digital offerings promising to achieve more
for less, and the SaaS billing model itself under pressure. While our position
in the market is not immune to AI pressures, we believe the impact will be
intermediated in a different manner. Overall, deep tech and life sciences
investee companies may benefit from AI disruption, as AI enables an
acceleration in hardware innovation, and increased capital efficiency. The
data and AI revolution also drives demand for hardware, often coming from deep
tech start-ups. Pharma innovation is being accelerated through selective
deployment of AI, such as around drug discovery, clinical studies and
regulatory approaches. We are watching developments closely and working with
our portfolio companies to help them access and harness the latest in AI
expertise.
Outlook
The Directors remain cautious but confident in the outlook for the Group.
Crossing £100 million in AUM is a meaningful milestone. But for us, it marks
a point from which to grow further, rather than a destination. The platform we
have built, the portfolio we have assembled, and the team we have in place
give us confidence that the next phase of our growth will be quicker and more
impactful than the last. We entered 2026 with a portfolio we believe is
well-positioned to deliver the outsized returns our shareholders expect.
Periods of market dislocation have historically rewarded patient,
operationally engaged investors. We believe the current environment is no
different. Our model is built to lean in: identifying and supporting
exceptional deep tech and life sciences companies at the moments they need a
committed finance partner the most. We are confident that the sectors in which
we operate are benefiting from structural tailwinds, driven by advances in
technology, healthcare demand, security and defence priorities, and broader
industrial and supply-chain realignment.
While investment rounds are often taking longer to complete and are being
structured on more investor-friendly terms, we continue to see high-quality
opportunities across our portfolio. We are working closely with companies to
manage cash, prioritise key value inflection points and position them to
benefit as market conditions improve.
Core to our model is of course generating investment returns through exits.
Despite a challenging environment, through 2025 we had several portfolio
companies engage in promising exit and M&A discussions. Whilst full exits
have not yet crystallised, pipeline activity is encouraging and the
environment in our market segments is showing recovery signs. As our portfolio
companies grow and market conditions improve, we expect several of them to
approach natural exit points. At the same time, we are pursuing and executing
on profitable secondary opportunities as a way of accelerating exits and
generating early returns.
We are continuing to build the platform, targeting further growth in AUM
through a combination of organic and transactional growth in our portfolio
and fund management practice. With a resilient operating platform, diversified
revenue base and disciplined investment strategy, EMV Capital is well
positioned to navigate continued uncertainty and capitalise on a future market
recovery.
Building something lasting in venture capital requires more than capital - it
requires a strong, resilient and entrepreneurial team. I am fortunate to lead
a team that embodies these qualities. I would like to thank our Chair,
Non-Executive Director, the wider EMV Capital team, our portfolio company
management teams and our shareholders for their continued support and
commitment throughout the year.
Dr Ilian Iliev
CEO
18 May 2026
(3) PORTFOLIO PERFORMANCE
EMV Capital's direct and third-party assets under management portfolio
consists of more than 70 companies across deep tech, life sciences and
sustainability, and in varying stages of development. A significant number of
these companies are generating commercial revenues, progressing through
clinical or technical validation programmes and/or engaging in corporate
collaborations.
The Group can invest in portfolio companies directly (from its balance sheet)
and/or by deploying third-party funds where the Group has carried interest
arrangements. Accordingly, the Group's AUM combines both direct holdings and
third-party assets under management (including fund management mandates). The
combination of direct and third-party AUM provides enhanced returns potential
and influence in portfolio companies in a capital-efficient manner.
The combined AUM of direct and third-party holdings was £112.5 million at 31
December 2025 (2024: £98.5 million). The fair value of direct holdings
(including subsidiary undertakings consolidated in these financial
statements), as measured by the Directors' fair value methodology, was £38.9
million (2024: £37.7 million). The fair value of managed and third-party
holdings (excluding Funds) was £46.4 million (2024: £35.0 million). The fair
value of assets managed through Funds was £27.2 million (2024: £25.8
million). Movements in fair value during the year reflect a combination of
portfolio fundraisings, valuation adjustments, selective realisations and
changes in the mix of direct and third-party exposures.
The Directors apply the International Private Equity and Venture Capital
Valuation (IPEV) Guidelines valuation principles in deriving fair value for
the portfolio, as summarised in the tables below.
Table 1: Fair Value of Directly Held Portfolio Holdings
Fair Value of Direct Holdings
Portfolio Company Country Technology/ Sector Stage Group Stake (%) Fair Value (£m)
2025 2024
Vortex Biotech Holdings UK Medtech: Liquid biopsy Sales 22.1% £3.1 £3.5
Deeptech Recycling UK Waste management: Recycling of plastic Pilot 18.0% £2.8 £1.8
Wanda Connected Health Systems (Wanda) UK/US Medtech: remote patient monitoring Sales 16.5% £1.7 £1.4
Q-Bot UK Robotics: construction industry Sales 27.1% £1.4 £0.8
EpiBone US Medtech: Regenerative medicine Early clinical 1.7% £1.3 £1.1
SageTech Medical Equipment UK Waste management: anaesthetic gases Sales 4.5% £0.9 £0.9
Ventive UK Energy: Heat pumps and passive ventilation Sales 10.1% £0.8 £0.9
AMR Bio UK Therapeutics; antibiotic resistance Phase 2 complete 30.0% £0.6 -
Sofant Technologies UK Semiconductors: satellite antennas Early sales 1.1% £0.5 £0.5
CytoVale US Medtech: Sepsis diagnostics Sales (FDA Cleared) 0.2% £0.4 £0.4
G - Tech Medical US Medtech: Wearable gut monitor Early clinical 4.4% £0.4 £0.3
PDS Biotechnology (NASDAQ Listed) US Therapeutics: Immuno-oncology Phase 3 and 2 clinical 1.1% £0.3 £1.4
Martlet Capital Limited UK Venture capital n/a 1.1% £0.2 £0.2
QuantalX Neuroscience IL Medtech: brain monitoring Late clinical 0.4% £0.1 £0.1
PointGrab IL IoT: Smart building automation Sales 0.3% £0.0 £0.1
TOTAL £14.6 £13.4
Table 2: Directors' Valuations of Subsidiaries & Associates (estimates and
unaudited)
Directors' Valuations of Subsidiaries & Associates
Portfolio Company Country Technology/ Sector Stage Group Stake (%) Fair Value (£m)
2025 2024
Glycotest US Medtech: Liver cancer diagnostics Late clinical 52.7% £11.0 £11.0
ProAxsis UK Medtech: Respiratory diagnostics Sales 86.4% £8.0 £8.0
DName-iT UK/BEL Medtech: Lab technology Pilot 25.9% £1.7 £1.7
EMV Capital Partners(*) UK Venture capital Sales 100% £3.6 £3.6
TOTAL £24.3 £24.3
* EMV Capital Partners is the FCA authorised and regulated fund management and
investment platform within the Group.
Third-Party Stakes
Carried interest or profit share agreements typically range from 15% to 20% of
accumulated profits earned for investors above a minimum return hurdle rate of
c. 10%. Third-party AUM is expected to grow through further syndicated
investments in existing and new portfolio companies, the development of the
Funds practice and co-investment activity.
The Consolidated Statement of Financial Position reflects owned portfolio
positions as equity investments and financial assets measured at fair value in
accordance with applicable accounting standards. The fair value of the
third-party holdings and assets under management set out in Tables 3 and 4
below is not included within the Group's audited financial statements and
represents unaudited Directors' estimates.
Table 3: Fair Value of Third-Party Portfolio Holdings (estimates and
unaudited)
Portfolio Company Country Technology/ Sector Stage Third-party Stake (%) AUM Fair Value (£m)
2025 2024
Sofant Technologies UK Semiconductors: satellite antennas Early sales 24.1% £12.5 £11.8
SageTech Medical Equipment UK Waste management: anaesthetic gases Sales 24.3% £5.0 £4.6
Deeptech Recycling UK Waste management: Recycling of plastic Pilot 29.7% £4.7 £2.5
EpiBone US Medtech: Regenerative medicine Early clinical 5.3% £4.2 £0.9
Wanda UK/US Medtech: remote patient monitoring Sales 30.2% £3.5 £1.3
Q-Bot UK Robotics: construction industry Sales 53.0% £3.5 £1.8
Ventive UK Energy: Heat pumps and passive ventilation Sales 31.2% £3.3 £2.9
DName-iT UK/BEL Medtech: Lab technology Pilot 30.2% £2.2 £1.1
Vortex Biotech Holdings UK/US Medtech: Liquid biopsy Sales 13.9% £2.0 £2.2
Martlet Capital Limited UK Venture capital n/a 7.4% £1.9 £1.6
Glycotest US Medtech: Liver cancer diagnostics Late clinical 5.8% £1.8 £1.3
PointGrab IL IoT: Smart building automation Sales 16.9% £1.5 £3.8
AMR Bio UK Therapeutics; antibiotic resistance Phase 2 complete 70.0% £1.3 £0.0
ProAxsis UK Medtech: Respiratory diagnostics Sales 8.4% £1.0 £0.8
TOTAL(( 1 (#_ftn1) )) £48.3 £36.6
Table 4: Fair Value of Fund Management Portfolio (estimates and unaudited)
Portfolio Company Country Technology/ Sector Stage AUM Fair Value (m)
2025 2024
Martlet Capital Portfolio UK Investment Life Sciences/DeepTech £25.6 £24.5
EMV Capital Evergreen EIS Fund UK EIS Investment Life Sciences/DeepTech £1.6 £1.3
TOTAL £27.2 £25.8
REVIEW OF CORE PORTFOLIO COMPANIES
Glycotest, Inc. (http://www.glycotest.com/)
· Location: Merion, PA, US
· Technology/Sector: Medtech; Liver cancer diagnostics
· Holding: Direct 52.7% (2023: 52.7%); Advised 5.8% (2023: 5.8%)
· Fair Value: Direct £11.0 million (2024: £11.0 million); Advised
£1.5 million (2024: £1.3 million)
· Accounting treatment: Subsidiary
Overview:
Glycotest is a US-based liver disease diagnostics company commercialising
novel and unique blood tests for life threatening liver cancers and
fibrosis-cirrhosis. The company was founded in 2012 by EMV Capital (then
NetScientific) based on technology originating at the Baruch S. Blumberg
Institute and Drexel University College of Medicine.
Glycotest's lead product, the HCC Panel, is a biomarker panel powered by a
proprietary algorithm for the early detection of curable, early-stage
hepatocellular carcinoma (HCC) - the most common form of primary liver cancer.
The HCC Panel has outperformed the current standard of care blood tests in
preliminary clinical studies. Glycotest estimates that the early detection
market for HCC presents a market opportunity of more than US$800 million in
the US alone.
Glycotest has also developed a blood test for the second most prevalent form
of liver cancer, cholangiocarcinoma, and a blood test for staging liver
fibrosis.
Key developments 2025:
Following the announcement last year of its partnership with the University of
Georgia Complex Carbohydrate Research Center to develop novel glycoproteomic
assays for the company's HCC Panel blood test for early-stage liver cancer,
Glycotest has advanced this project through the initial assay development
phase with promising preliminary data on selected patient samples. Further
progress is expected to be supported by additional financing, which the
company is actively pursuing with the assistance of EMV Capital.
The company has initiated initiating discussions with potential partners for
both its HCC Panel and Fibrosis Test. The Fibrosis Test has shown promise for
staging liver fibrosis in preliminary clinical evaluations. The importance of
effective staging tests for liver fibrosis has increased with the emergence of
drug therapy for the rapidly expanding MASH (non-viral hepatitis) population
where treatment is typically initiated once patients reach intermediate
fibrosis stages.
Post-balance sheet date developments:
Completed c.$0.30 million of a planned c.$1 - 1.5 million fundraising, led and
syndicated by EMV Capital Partners.
ProAxsis (https://proaxsis.com/)
· Location: Belfast, UK
· Technology/Sector: Research; Respiratory
· Holding: Direct 86.4% (2024: 88.5%); Advised 8.4% (2024: 9.1%)
· Fair Value: Direct £8.0 million (2024: £8.0 million); Advised
£1.0 million (2024: £0.8 million)
· Accounting treatment: Subsidiary
Overview:
ProAxsis Limited is a commercial biomarker-led research company supporting
drug development and clinical research through specialist biomarker insights.
A spin-out from Queen's University Belfast, the company has commercialised
activity-based immunoassays targeting active Neutrophil Elastase (NE),
Proteinase 3 (Pr3) and Cathepsin G (Cat G) as biomarkers of lung infection and
inflammation in chronic respiratory diseases such as chronic obstructive
pulmonary disease (COPD), bronchiectasis and cystic fibrosis (CF).
This technology has been translated into a point-of-use test (NEATstik®),
designed to enable fast, routine assessment of active NE levels.
Key developments 2025:
The company ended 2024 with revenues up 92% to £470k, a lower cost base and a
promising sales pipeline for 2025. However, at the start of 2025 an issue with
a major OEM supplier led to a pause in production which lasted until
September. The company undertook a comprehensive supplier review, resulting in
a more resilient and diversified supply chain. Production restarted in
September, with a pipeline of contracts for execution. The production pause
led to a significant decrease in sales during 2025, with deliveries postponed
into late 2025 and 2026. It is expected that sales will recover in 2026 and
beyond.
ProAxsis continues to receive interest from pharma and clinical research
businesses for use of its offering in clinical trials. It supplied assays
utilised in Insmed's Phase II clinical trial supporting the FDA approval and
subsequent launch of a first-in-class treatment for non-cystic fibrosis
bronchiectasis (NCFB).
In line with its focus to expand into the large COPD market, ProAxsis launched
a 12-month COPD clinical study with Imperial College London in October 2025.
Should it be successful, we expect it to open up the clinical trials market in
COPD and longer term around COPD point of care applications.
The company also moved into new facilities at Randox's state of the art
laboratories near Belfast International Airport, providing ProAxsis with a
strong base for production and potential for collaborations.
Post-balance sheet date developments:
ProAxsis is in the process of a private fundraise which is expected to take
the business through to breakeven on its current operations and support
completion of the COPD clinical study. It also continues to benefit from
several grants from LifeArc and Future Medicines Institute.
DName-iT (https://www.dnameit.com/)
· Location: Cambridge, UK
· Technology/Sector: Medtech; Lab technology
· Holding*: Direct 25.9% (2024: 30.7%); Advised 30.2% (2024: 19.1%)
· Fair Value: Direct £1.7 million (2024: £1.7 million); Advised
£2.2 million (2024: £1.1 million)
· Accounting treatment: Associate
*Represents the Group's effective economic interest; the Group holds 34.5%
fully diluted (38.3% actual) interest in DName-iT, through CetroMed Limited,
which is 75%-owned and fully consolidated.
Overview:
DName-iT is a UK-based spin-out from the world-renowned Katholieke
Universiteit Leuven. Its laboratory solution addresses the identification and
elimination of sample handling errors in Next Generation Sequencing (NGS)
tests used in high-priority areas like cancer diagnostics, precision medicine,
and non-invasive prenatal testing (NIPT). DName-iT has created proprietary
molecular barcodes based on its two ground-breaking patents - one for DNA
barcodes used for economic pooling of NGS samples, and one for sample
identification. These DName(TM) barcodes, combined with DName-iT's software
that analyses the barcodes in sequencing results, create the DName(TM)
platform - a solution that highlights NGS laboratory process problems such as
sample swaps and sample and reagent cross contamination. This significantly
increases confidence in sequencing results, which have become ever more
important to clinicians and patients.
Key developments 2025:
The Board's strategy for DName-iT continues to be to maintain a lean, capital
efficient strategy, while validating the business case and exploring
alternative monetisation strategies, including licensing.
The first activity stream being progressed is the DName(TM) platform, having
achieved significant milestones including Medical Device Class 1 registration
in both the UK and EU, continuing DName(TM) shelf-life testing with ProAxsis
(a company in the EMV Capital portfolio), and receiving notification that its
2017 "DName barcodes" patent was granted in 2025 in both the US and Europe
(adding to prior approvals in China, Japan and India).
The second stream builds on the recognition that DName-iT's 2007 "Barcoding
for economic pooling" patent has significantly more potential licensing
opportunities than originally anticipated. Similar licensing programmes in the
NGS sector have resulted in multi-million-dollar agreements. The company is
now focused on executing its licensing strategy that will unlock the patent's
full commercial potential. This includes defending patent rights, challenging
potentially overlapping patents in Europe and the US, and actively pursuing
patent licensing opportunities in the UK, Europe and the US.
At the end of 2025, EMV Capital Partners led c.£1m equity round, providing
the company with runway into 2027.
A Chief Commercial Officer with blood collection tube manufacturing and supply
chain experience was hired and a detailed go to market strategy has been
reviewed and approved by the company's board. A part-time CEO was appointed
who also has experience in licensing and scale-ups.
Post-balance sheet date developments:
Licensing discussions are currently underway. Execution partners for both
blood collection tube production and laboratory workflow testing have been
secured.
Vortex (https://vortexbiosciences.com/)
· Location: Manchester, UK
· Technology/Sector: Medtech; Liquid biopsy
· Holding: Direct 22.1% (2024: 22.1%); Advised 13.9% (2024: 13.9%)
· Fair Value: Direct £3.1 million (2024: £3.5 million); Advised
£2.0 million (2024: £2.2 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
Vortex has developed a quasi-automated system that includes a proprietary "no
touch" microfluidic chip, which captures intact, label-free and pure
circulating tumour cells (CTCs) from blood samples with high yields. These
CTCs can then be analysed using a range of downstream workflows that help to
characterise their properties. The system assists researchers and clinicians
in obtaining critical insights from whole cancer cells that underpin one of
the key drivers of metastasis, treatment resistance and disease recurrence.
The company is based in the UK, but its origins are from IP developed at UCLA,
US.
Key developments 2025:
Vortex relocated to Manchester Science Park, establishing a modern
headquarters and laboratory, launching the site at a high-profile event
attended by the Mayor of Greater Manchester. Operating out of a low-cost and
high-skills location in Manchester, the company has strong links to other
oncology and diagnostics clusters in Cambridge and London, as well as
international links with the US and Europe.
Several clinical studies progressed meaningfully during the year: University
of Maryland's apoptotic sensitivity study advanced through workflow and SOP
refinements; CHU Nice completed its uveal melanoma study, with reporting
expected in 2026; Axon Dx completed detailed recovery analysis, directly
informing ongoing improvement in cartridge design and VTX 1 performance; and
Medical University of Vienna study planning continued with materials transfer
agreement (MTA) refinements and plans for ovarian cancer integration in 2026.
Vortex progressed a significant upgrade pathway for the VTX 1 platform during
H2 2025, including airflow sensor improvements, BIOS updates, stabilisation of
cartridge production through enhanced quality control processes and
preparatory work for a new batch of upgraded VTX 1 units to be assembled by a
UK manufacturing partner. Documentation and process improvements were also
made which support future ISO 13485 accreditation and the FDA regulatory
process.
Strategic partnerships were expanded across pharma, NHS, academic and global
diagnostic networks, notably:
· AstraZeneca, where participation in the AstraZeneca Exchange Programme
provides the company with access, mentorship and strategic visibility within
one of the world's leading oncology organisations; and
· TDL and Sonic Healthcare, where the relationship progressed from
exploratory discussions into operational planning, including refinement of
study protocols and preparations for the installation of a VTX 1 instrument at
TDL's London facility.
Post-balance sheet date developments:
· Resuming a relationship with Johns Hopkins University, where the Hur
Lab began onboarding Vortex as an approved vendor, with Vortex supplying a
full VTX 1 calibration kit and cartridges to support new research programmes.
The university is expected to commence testing of the platform and generation
of clinical data during 2026.
· Manufacture and delivery of first VTX-1 units from the new UK
manufacturer - a milestone in the company's refreshed value chain.
· Launch of a fundraising to take the company through the next stage
of growth.
Deeptech Recycling (https://www.deeptech-recycling.co.uk/)
· Location: Oxfordshire, UK
· Technology/Sector: Waste management; Recycling of plastic
· Holding: Direct 18.0% (2024: 21.2%), Advised 29.7% (2024: 29.3%)
· Fair Value: Direct £2.8 million (2024: £1.8 million); Advised
£4.7 million (2024: £2.5 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
DeepTech Recycling is a UK-based technology company addressing the global
environmental crisis caused by the insufficient and unsustainable management
of plastic waste. Its technology converts currently unrecyclable plastic
waste, that would normally be landfilled or incinerated, into oil that can be
used by the petrochemical industry as feedstock for producing virgin quality
plastic. The company's mission is to make plastic sustainable and support the
critical global transition towards a circular economy for plastics. DeepTech
Recycling is pursuing a capital efficient investment approach, whereby plastic
recycling plants are set up as SPVs funded by end users and feedstock
suppliers, whilst the company provides the design and operates under a
licensing arrangement.
Key developments 2025:
The company made further progress towards achieving its objective to reach
Final Investment Decision (FID) in one or more key projects. The launch of one
or more of these projects is expected to generate material revenues, drive
increases to shareholder value, and open the route to further licensing. The
company has focused on the following projects from its pipeline:
· A planned 10,000 tonne per annum commercial mixed plastic waste
recycling plant in Norway developed with a Norwegian industrial partner,
reached an important milestone with the SPV established by the partner in late
2024 receiving an indicative term sheet for up to £11 million debt financing
from the Norwegian Government, with DRT acting as the technology partner.
· Discussions are underway for a second facility in Norway and the
UK .
· In the EU, the company is working on developing commercial capacity to
recycle waste polystyrene. Having completed proof-of-concept testing, DeepTech
Recycling has initiated joint IP and development testing with a major Central
European Group and producer of expanded polystyrene.
With several routes to commercial deployment, we believe it has a good
position in a growing market, amidst a growing global awareness around the
essential role of chemical recycling in dealing with the environmental
challenges of plastic waste and ensuring sustainable, circular polymer
production. This ambitious development programme was backed by funding
syndicated by EMV Capital Partners during 2025.
Post-balance sheet date developments:
The company has secured formal approval from the NHS (Health Tech Research
Centre) to undertake proof of concept studies demonstrating the recycling of
medical plastic waste. Collection of used plastic waste for the initial trial
programme is now in progress, representing a further step toward validating
additional high value end markets.
Wanda (https://www.wandahealth.com/)
· Location: Bristol, UK and US
· Technology/Sector: Medtech; Remote patient monitoring
· Holding: Direct 16.5% (2024: 20.2%); Advised 30.2% (2024: 19.2%)
· Fair Value: Direct £1.7 million (2024: £1.4 million; Advised
£3.5 million (2024: £1.3 million)
· Accounting treatment: Equity investment at fair value through
other comprehensive income (FVTOCI)
Overview:
Wanda is a digital health platform focused on supporting GLP-1 therapy and
cardiometabolic health. It is operating in the rapidly expanding US remote
patient monitoring market, which is forecast to reach c.US$110.7 billion by
2033 (CAGR 19.8% from 2025-2033). Wanda empowers healthcare providers and
payers with early detection of patient exacerbations, enabling faster
interventions, preventing adverse events, and improving patient adherence.
Originally a spin-out from UCLA, the company is now headquartered in Bristol,
UK, with sales and operational presence in the US.
Key developments 2025:
Following several years of product platform development, refinement, and
commercial pilots, the company focused on the GLP-1 market segment in the US,
responding to market-pull. The company has onboarded several healthcare
providers as well as a national pharmacy benefit manager, with ARR steadily
increasing. The company is also progressing its FDA regulatory pathway. Its
revenues have grown significantly during 2025, expected to reach the key $1m
ARR mark in mid-2026.
Wanda completed a £0.86 million fundraising in 2025, led and syndicated by
EMV Capital Partners to support continued commercial expansion and the ongoing
scale-up of the business, and investors have continued to provide support to
the company since then.
While the company's ARR is increasing, there are various operational risks
associated with the scale-up stage and EMVC is closely monitoring and
supporting the development of the company's board and senior management team
to help manage this next phase of growth.
Q-Bot (https://q-bot.co/)
· Location: London, UK;
· Technology/Sector: Robotics; Construction industry
· Holding: Direct 27.1% (2024: 15.1%); Advised 53.0% (2024: 21.2%)
· Fair Value: Direct £1.4 million (2024: £0.8 million); Advised
£3.5 million (2024: £1.8 million)
· Accounting treatment: Equity investment at FVTPL (following
increase in ownership to >20% in 2025)
Overview:
Q-Bot is an award-winning robotics company developing robust, purpose-built,
software-enabled robot solutions for the built environment, and in particular
the retrofit of underfloor insulation. Its robot-enabled platform and
workflow solution is used to survey, monitor, and install underfloor
insulation in floor voids. Having already been deployed in over 5,000 homes
across the UK and France, Q-Bot is helping to improve energy efficiency,
increase home comfort, and align with new regulations around
decarbonisation. Q-Bot is seeking to capture a significant share of the
underfloor insulation market in the UK and internationally, whilst exploring
new applications in construction robotics.
Key developments:
Following a strategy review and rescue funding during 2024, Q-Bot completed
its restructuring into a leaner business. The pivot to this lighter model
completed in 2025, with operating expenditure reduced by 60%+, and a
streamlined focus on its core capabilities of robotised underfloor insulation
for the UK and international markets.
On the back of this transition a new CEO with industry experience in scale-ups
and partnerships was attracted to the business, to lead the implementation of
a focused commercial growth strategy with a focus on Q-Bot's core strengths.
With a much lower cost base, Q-Bot management expects breakeven and
profitability to arrive sooner than under the previous model, in turn
facilitating further growth. It is also planning on supplementing the Robotics
platform with various AI tools that can improve efficiency and profitability
of the installations.
EMVC is cautiously optimistic for the Q-Bot's prospects, now based on a leaner
platform with a clear and focused strategy and a strong product-market fit. It
has rebuilt its sales pipeline, with Q-Bot now framework-specified or invited
to tender in multiple multi-year programmes in the UK, as well as securing a
second partnership in France.
Risks remain around execution, team continuity, market adoption and
fundraising. If the company successfully delivers on its strategy, there is
the potential for meaningful upside in valuation with comparison to other
robotics and AI companies in the ConstructionTech space.
EpiBone (https://www.epibone.com/)
· Location: New York, NY
· Technology/Sector: Medtech; Regenerative medicine
· Holding: Direct 1.7% (2024: 1.4%), Advised 5.3% (2024: 1.1%)
· Fair Value: Direct £1.3 million (2024: £1.1 million); Advised
£4.2 million (2024: £0.9 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
EpiBone is a clinical-stage regenerative medicine company developing living,
patient-specific bone and cartilage grafts using adult stem cells. By
integrating 3D imaging and proprietary bioreactor technology, EpiBone has
developed an advanced and proven approach to musculoskeletal repair that
regenerates, rather than replaces, bone, cartilage, and joint tissue.
The company is addressing the multibillion-dollar bone and joint repair market
with a pipeline that includes engineered bone grafts, osteochondral implants,
and an injectable cartilage therapy currently advancing into clinical trials.
EpiBone has received FDA IND approval to conduct clinical studies for its stem
cell-based bone and osteochondral implants and has expanded internationally
with regulatory and clinical programmes underway in Thailand and the UAE.
Key developments 2025:
EpiBone made significant progress across its clinical and commercial strategy
in 2025, advancing key programs in Thailand, the UAE, and the United States.
The company received IND approval from the Thai FDA for its injectable
cartilage product (EB-iAC), marking its first regulatory clearance for a
cartilage therapy outside the US. Initial patient implants are scheduled to
begin enrolment in mid-2026. This milestone simultaneously supports commercial
efforts in Florida, where EB-iAC will treat knee osteoarthritis, strengthening
US market entry in preparation for a Series B raise. These developments
position the company to generate early clinical data, and accelerate
commercialisation pathways.
In the UAE, EpiBone secured initial funding from PureHealth to support its
osteoporosis programme and was selected for the Khalifa Industrial Zone
manufacturing accelerator, which opens the door to GMP production capabilities
in the UAE. In parallel, US Air Force partnerships continue to progress
enabling advancement of ongoing clinical work for their bone and osteochondral
implants.
EpiBone completed a $4 million shareholding fundraising in 2025, in which EMV
Capital Partners played a lead role in syndicating a $0.75 million
co-investment, significantly increasing its direct and indirect stakes in the
company and gaining a board observer seat. The proceeds of the funding will
accelerate clinical development of its key products and further corporate
development.
SageTech (https://www.sagetechmedical.com/)
· (https://www.sagetechmedical.com/) Location: Devon, UK
· Technology/Sector: Waste management; Anaesthetic gases
· Holding: Direct 4.5% (2024: 5.0%), Advised 24.3% (2024: 24.6%)
· Fair Value: Direct £0.9 million (2024: £0.9 million); Advised
£5.0 million (2024: £4.6 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
SageTech is a medical device and pharmaceutical company specialising in the
research, design, manufacture, and distribution of technologies for capturing
and recycling waste volatile anaesthetic agents in both human and animal
healthcare. Its circular solution safely captures volatile anaesthetic agents
(sevoflurane, isoflurane, desflurane) through selective adsorption onto a
reusable capture canister, preventing the climate impact caused by these gases
and reducing exposure to clinical staff.
Key developments 2025:
SageTech continued to build commercial traction in 2025, progressing from
successful trials into early-stage roll-out across key veterinary groups. The
rollout across Linnaeus' (Mars UK) UK network of c.400 clinics is underway,
with discussions ongoing to extend adoption in Mars Veterinary Health European
and US clinics. Following successful paid trials with Independent Vetcare, the
UK's largest corporate veterinary group, SageTech is progressing discussions
for a phased rollout across its c.1,000 UK practices and c.1,500 international
sites.
Sales activity to independent clinics has accelerated, supported by SageTech's
listing across all major UK veterinary wholesalers, ensuring full market
access. The contract with the Royal Veterinary College, recognised as one of
the world's leading veterinary schools, continues to support clinical
validation and awareness within the sector. Initial results, soon to be
published, from a trial at Colorado State University Vet School (ranked #4
globally), are consistent with UK data and have proved very successful.
In the human healthcare channel, against a backdrop of challenges in NHS
finances, the company has accelerated commercialisation efforts in the EU. In
March 2024, the European Union introduced regulations to outlaw atmospheric
release of certain fluorinated chemicals, including anaesthetic gases. This
has come into law across all member states. SageTech has signed distribution
agreements in Spain, The Netherlands, Belgium and Switzerland. A new £3.5m
Innovate UK grant project started in earnest at the beginning of November 2025
which is seeking ways to increase efficiency and reduce costs to support a
more compelling business case for NHS adoption.
Ventive (https://ventive.co.uk/)
· Location: London, UK;
· Technology/Sector: Energy; Heat pumps and passive ventilation
· Holding: Direct 10.1% (2024: 10.1%); Advised 31.2% (2024: 30.1%)
· Fair Value: Direct £0.8 million (2024: £0.9 million); Advised
£3.3 million (2024: £2.9 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
Ventive has designed and sells a passive air ventilation system (Windhive®),
delivering passive heat recovery to school and other multi-occupancy buildings
with near zero running costs. The technology has been in sales at low volumes
for several years, and the company now plans to scale up production and
deployment, reflecting positive market trends.
Ventive is also designing and developing an all-in-one HOME heat pump (Heat
Pump) for domestic dwellings to provide ventilation, heating, and hot water
through an intelligent exhaust-air heat pump with whole-house air handling
system. The heat pump is designed to address the challenges of the Energy
Transition, reducing installation complexity and moving people to
clean-running, super-efficient heating and cooling solutions.
Key developments:
During 2025, Ventive continued to make steady progress across both the
Windhive and Heat Pump product lines. The company prepared for market
opportunities expected to arise from CF25 and other government initiatives
that favour retrofit solutions across institutional buildings, such as
churches, hospitals and police stations, which are anticipated to increase
demand for its Windhive product.
The company advanced its Heat Pump CE certification process, which we expect
to unlock significant commercial opportunities once achieved.
The company undertook fundraising activities, including working with an
independent broker to engage potential UK and international investor
networks. This process broadened Ventive's visibility across multiple investor
groups and has laid useful groundwork for a more substantial fundraise planned
for 2026.
Post-balance sheet date developments:
The company has appointed a new CEO with experience in scaling up
ConstructionTech companies through to IPO. Ventive has also moved toward
managing and reporting the business through two operating divisions, Windhive
and Heat Pump, to streamline responsibilities and accelerate growth.
The company is planning a fundraising round of up to c.£1.0m to fund
accelerated sales of Windhive, and to take the Heat Pump project through to
final certification and launch.
AMR Bio (https://amr-bio.com/)
Location: London
· Technology/Sector: Therapeutics; antibiotic resistance
· Holding: Direct 30%
· Fair Value: Direct £0.6 million (2024: Nil); Advised £1.3
million (2024: Nil)
· Accounting treatment: Equity investment at fair value through
profit or loss (FVTPL)
Key developments 2025:
In September 2025, EMV Capital Partners made the strategic acquisition of key
XF‑73 intellectual property and clinical assets from Destiny Pharma Limited,
establishing a new company, AMR Bio Limited, to develop the assets and plan a
route through to commercialisation. The transaction was structured with
£475,000 upfront cash consideration and deferred milestone-linked payments,
while introducing third-party capital through EMV Capital Partners and
establishing a new venture within the portfolio. EMV Capital Partners
syndicated a £1.3 million investment round to finance the acquisition of the
assets and setup of the business.
Destiny Pharma was an AIM-quoted clinical stage biotechnology company focused
on the development and commercialisation of novel medicines to prevent and
cure life threatening infections. In particular, its XF-73 programme was
focused on the prevention of post-surgical site infections, a major part of
the fight against the worldwide epidemic of antibiotic-resistant S. aureus
(including MRSA). Having been quoted on AIM until 13 August 2024, the company
subsequently appointed administrators in August 2024 and liquidators in August
2025.
Prior to going into administration, Destiny Pharma had completed a Phase 2b
trial for its nasal gel and had advanced plans to launch a Phase 3 clinical
trial. Key potential benefits of the XF drug platform acquired by Bidco
include:
· ultra-rapid bacteria kill;
· the ability to kill bacteria in any growth phase;
· the ability to kill bacteria within staphylococcal bacterial
biofilms;
· activity against all Gram positive bacteria tested to date and
selected Gram negative bacteria; and
· no bacterial (MRSA) resistance has been observed to date.
As part of EMVC's Venture Build programme, the company has consolidated the
acquired assets, set up a new management team, and set up a new business plan
and roadmap, anticipated to target the launch of a Phase 3 programme in due
course.
The team is led by Executive Chair Nigel Brooksby (former senior leader,
Pfizer and Sanofi), supported by several scientists and executives from the
former Destiny team.
In line with EMV Capital's capital efficient investment approach, cash burn is
kept low until the point a clear regulatory and investment path to a Phase 3
trial is confirmed.
Sofant Technologies (https://www.sofant.com/) (https://www.sofant.com/)
· (https://www.sofant.com/) Location: Edinburgh, UK
· Technology/Sector: Semiconductors; Satellite antennas
· Holding: Direct 1.1% (2024: 1.2%); Advised 24.1% (2024: 27.2%)
· Fair Value: Direct £0.5 million (2024: £0.5 million); Advised
£12.5 million (2024: £11.8 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
Sofant is developing next generation phased array antennas for satellite and
terrestrial communications, featuring a high energy efficiency and a modular,
scalable design. Sofant believes its satellite terminal technology leads the
industry in terms of Size, Weight, Power consumption, and Cost, enabling
mobile connectivity across a wide range of airborne, land, and sea
applications, including in-flight connectivity, maritime communications, and
communications on the move for both military and commercial applications.
Key developments:
Sofant achieved a major technical breakthrough in its RF MEMS technology,
demonstrating full end-to-end beamforming capability with its MEMS technology
and achieving world-class cycle reliability. The company's receive antenna has
been successfully tested by two leading customers and it has successfully
connected to a customer's satellite, marking a major technical milestone. The
final version of the MEMS device is in production, with full antenna systems
expected to be delivered to key customers during Q4 2026.
On the back of a rapidly growing SpaceTech market, Sofant has seen significant
growth in market interest.
Post-balance sheet date developments:
In January 2026, the company appointed Will Whitehorn OBE as Chairman of the
Board of Directors. Will, formerly the first President of Virgin Galactic,
played a vital role in launching commercial space travel and brings
considerable expertise from the commercial space sector.
PDS Biotechnology Inc. (https://www.pdsbiotech.com/)
· Location: Princeton, NJ, US
· Technology/Sector: Therapeutics; Immuno-oncology
· Holding: Direct 1.1% (2024: 2.7%)
· Fair Value: Direct £0.3 million (2024: £1.4 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
PDS Biotechnology (NASDAQ: PDS) is a late-stage immunotherapy company focused
on transforming how the immune system targets and kills cancers. The Company
has initiated a pivotal clinical trial to advance its lead programme in
advanced HPV16-positive head and neck squamous cell cancers (HNSCC). PDS
Biotech's lead investigational targeted immunotherapy, Versamune® HPV, is
being developed in combination with a standard-of-care immune checkpoint
inhibitor, and also as a triple combination therapy that includes PDS01ADC, an
IL-12 fused antibody drug conjugate (ADC), and a standard-of-care immune
checkpoint inhibitor.
Key developments 2025:
Despite challenging conditions in the US public market for biotech companies,
PDS has continued to progress its clinical roadmap, with positive results
reported in its clinical programmes:
· February 2025: raised up to $22 million through a registered
direct offering priced at-the-market under Nasdaq rules with $11
million upfront and up to an additional $11 million of aggregate gross
proceeds upon the cash exercise in full of warrants.
· March 2025: initiated VERSATILE-003 Phase 3 Clinical Trial
Evaluating Versamune® HPV in HPV16-Positive Head and Neck Cancer with the
activation of the first trial site with additional clinical sites to follow.
· May 2025: announced positive extended follow-up data for VERSATILE-002
and additional trials evaluating Versamune® HPV.
· November 2025: completed VERSATILE-002 Phase 2 trial of PDS0101 +
Pembrolizumab in HPV16-Positive Recurrent/Metastatic Head and Neck Cancer.
Versamune® HPV plus pembrolizumab continued to be well tolerated in the
first-line recurrent and/or metastatic HPV16-positive HNSCC population.
Thereafter, PSD announced its plan to seek accelerated approval pathway in the
VERSATILE-003 Phase 3 randomised trial for PDS0101 in combination with
pembrolizumab versus pembrolizumab monotherapy.
Post-balance sheet date developments:
· The Company's IP position was strengthened with a new U.S. patent
covering its PDS0101/Versamune® platform, extending expected market
protection to over 20 years.
· The Company also progressed its VERSATILE-003 Phase 3 trial,
including obtaining FDA agreement for an amended protocol using
progression-free survival (PFS) as an interim primary endpoint-supporting a
potential accelerated approval pathway and potentially shortening timelines
and costs.
· Reported preliminary Phase 2 data for PDS01ADC (its IL-12
immunocytokine), indicating continued clinical development across additional
oncology indications.
Martlet Capital Limited
(file:///C%3A/Users/StephenCrowe/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/KX5157GL/;%20http%3A/martletcap.com/)
*
· Location: Cambridge, UK
· Technology/Sector: Venture capital; Deep Tech and Life Sciences
· Holding: Direct 1.1% (2024: 1.1%); Advised 7.4% (2024: 6.4%)
· Fair Value: Direct £0.2 million (2024: £0.2 million); Advised
£25.6 million - portfolio fair value (2024: £24.5 million)
· Accounting treatment: Equity investment at FVTOCI
*The Group holds a 1.1% interest in Martlet Capital Limited and, accordingly,
reports it both as a direct portfolio investment and within the Fund
Management practice.
Overview:
Martlet Capital is an early-stage investor based in Cambridge, providing
venture capital to IP-rich, deep tech, and life sciences B2B startups with
high growth potential, including Paragraf, Nu Quantum, Xampla, Infinitopes,
and Cambridge GaN Devices. Martlet Capital (and its predecessor entity) has
invested in more than 80 startups since its launch in 2011 and with some
notable exits. In 2021, EMV Capital co-led the spin-out of Martlet Capital
from Marshall Group and a fundraising to scale its investment activity. In
May 2024, EMV Capital Limited was appointed as investment manager to Martlet
Capital Limited to manage, on a discretionary basis, its portfolio of
investments. In addition, EMV Capital acquired the operational venture
capital business of Martlet Capital.
Key developments:
During 2025, EMV Capital completed the full operational integration of Martlet
Capital Management into the Group realising significant savings through
synergies. The Martlet portfolio demonstrated resilience and fair value
progression, supported by selective follow-on investments and an initial
secondary exit that delivered proceeds of approximately £320k and a 2.5x
return. The integration has strengthened the Group's Funds practice and
expanded its opportunity set for recurring management fees, carried interest
and third-party AUM growth.
In line with Group strategy, EMV Capital's EIS practice has co-invested in
Martlet portfolio companies, Xampla (bioplastics) and OctaiPipe (AI datacentre
software), and intends to increase its co-investments within the Martlet
portfolio. This will deepen the fund's presence in the Cambridge cluster,
provide investors with greater diversity, and increase sources of carried
interest available to the Group.
Fund performance: the fair value of the fund's portfolio holdings has grown by
4.5% in 2025. Several of its portfolio companies executed follow-on
investments, including Converge ($22 million), Stroll (£10.3 million) and
Cambridge GaN Devices (£32 million), Paragraph ($55m) and Xampla ($14
million) closed investment rounds. We believe the growth in value and
portfolio resilience is meaningful in the context of a challenging VC market,
showing the promise of the Martlet portfolio which is now supported by EMVC's
pro-active investment management strategy.
EMV Capital Partners led a c.£1.2 million fundraising into Martlet Capital
during 2025, providing additional working capital for the business. This
included £0.2 million from the EMV Capital investor network.
PointGrab (https://www.pointgrab.com/)
· Location: Tel Aviv, Israel;
· Technology/Sector: IoT; Smart building automation
· Holding: Direct 0.3% (2024: 0.4%); Advised 16.9% (2024: 19.9%)D
· Fair Value: Direct £0.0 million (2024: £0.1 million); Advised
£1.5 million (2024: £3.8 million)
· Accounting treatment: Equity investment at FVTOCI
Overview:
PointGrab provides an IoT-based, AI powered office intelligent workspace
solution, built on an AI edge-analytics sensing platform. Used by Fortune 500
companies globally, the platform helps organisations save up to 40% on real
estate and facility management expenses. The solution offers occupancy data
that enables energy saving, air quality monitoring, and smart facilities
management, while the edge-analytics system prioritises privacy and data
security. The company has deployed 15,000+ sensors in 40 countries, serving 45
Fortune 500 companies.
PointGrab's offering has supported the transition to hybrid working patterns
post-COVID-19, including workplace density monitoring and social distancing.
The company believes it is addressing a $1bn recurring annual opportunity.
Key developments:
· The company is launching a Gen 2 battery-less sensor solution that
is expected to accelerate sales due to lower installation costs.
· The company's shareholders have continued to support the company
through equity funding.
MONITORING PORTFOLIO
We have further minority investments in several companies that we monitor but
have no active involvement or board representation, some of which may result
in significant returns to EMV Capital upon exit.
1. CytoVale (https://cytovale.com/) is a UCLA spin-out that applies
machine learning and high-speed imaging to detect diseases in real time.
EMVC interest: Direct investment fair value of £381k (2024: £410k).
2. G-Tech Medical (https://www.gtechmedical.com/) is developing wearable
technology to measure gastrointestinal motility. Key developments include an
FDA 510k clearance submission and improved second-generation patches.
EMVC interest: Direct investment fair value of £396k (2024: £425k).
3. QuantalX Limited (https://quantalx.com/) is developing DELPHI MD, a
precise and objective brain evaluation tool for early prevention of brain
degeneration. Key developments include FDA breakthrough designation.
EMVC interest: Direct investment valued at approximately £55k (2024: £59k).
4. CetroMed is a life sciences holding company with several portfolio
companies spun out of the University of Leuven, Belgium, a leading European
research institution. EMV Capital acquired 75% control in 2021 for a modest
amount.
EMVC interest: CetroMed is a consolidated subsidiary for Group reporting
purposes. If CetroMed was held as an equity investment, the director's fair
value (unaudited) of the interest in CetroMed would be £1,598k (2024:
£279k), which includes the attributable fair values of DName-iT and Oncocidia
Limited which are held by CetroMed.
(4) FINANCIAL REVIEW
The financial key performance indicators (KPIs) for the year ended 31 December
2025 are set out below.
KPIs 2025 2024 Change
Directly owned equity investments £m 14.6 13.4 9%
Net Assets £m 13.7 14.1 (3)%
NAV per share £/share 0.49 0.52 (6%)
Adjusted NAV per share* £/share 1.06 1.09 (3%)
Revenue £m 2.9 2.5 17%
EMVC Core revenue* £m 3.2 2.4 31%
Loss for the year £m (0.6) (3.7) (83%)
EMVC Core profit/ (loss) for the year* £m 1.5 (1.5) nm
Cash and cash equivalents £m 0.5 1.0 (49%)
Readily realisable quoted securities £m 0.3 1.4 (80%)
* Alternative Performance measures (APMs) used by the Group to supplement
statutory reporting (non-IFRS). The Directors believe that these APMs assist
in providing additional useful information on the underlying trends and
performance of EMVC Core, being the core VC/investments business on a
standalone basis.
· Adjusted NAV is calculated as reported net assets, plus £16.0
million (2024: £15.8 million) being the incremental fair value of portfolio
companies currently accounted for as subsidiaries or associates, as if these
were held as investments at fair value rather than consolidated.
· EMVC Core revenue assumes all portfolio companies are treated as
investments rather than as subsidiaries. It represents reported Group revenue,
excluding portfolio company operating revenues of £0.1 million (2024: £0.4
million), and including fundraising and other fees charged by EMV Capital Core
to portfolio companies that are otherwise eliminated on consolidation of £0.4
million (2024: £0.4 million).
· EMVC Core profit/(loss) is calculated as Group reported total
loss for the year excluding the results of portfolio companies currently
accounted for as subsidiaries or associates, being losses of £2.2 million
(2024: £2.2 million loss)..
Equity investments performance
The Group's directly owned portfolio delivered a resilient performance in
2025, with the fair value of its equity investments increasing 9% to £14.6
million (2024: £13.4 million), despite ongoing macroeconomic uncertainty,
reflecting disciplined portfolio stewardship and continued engagement with
third-party investors.
The increase was driven by a combination of portfolio company progress,
funding activity, and market conditions, with notable contributions from:
· Deeptech Recycling: £1.0 million increase in fair value
following an up round, underpinned by continued operational progress;
· AMR Bio: £0.6 million increase in fair value following the
acquisition of assets out of the administration of Destiny Pharma, of which
EMVC's cash investments was £100, with a subsequent uplift driven by a
funding round in which EMVC's fees were settled in equity;
· Wanda: £0.4 million increase in fair value following an up round,
also underpinned by continued operational progress;
· Vortex Biotech Holdings: £0.3 million decrease in fair value following
a 10% valuation adjustment to reflect conditions in place at the year-end
balance sheet date which may influence pricing dynamics in future funding
rounds;
· Ventive Limited: £0.1 million decrease in fair value following a
10% valuation adjustment to reflect conditions in place at the year-end
balance sheet date which may influence pricing dynamics in future funding
rounds;
· Q-Bot: £0.5 million decrease in fair value following a down
round and £1.2 million addition (non-cash) representing the fair value of
equity received upon conversion of the CLA into shares;
· PDS: £0.7 million decrease in fair value reflecting movements in
the NASDAQ-quoted share price; and £0.4 million realisation of value through
the sale of 515,097 shares in the year.
Overall, the portfolio continues to show evidence of underlying operational
progress, with valuation movements reflecting both company-specific milestones
and wider market dynamics.
Net Asset Value
Net assets at 31 December 2025 were £13.7 million (2024: £14.1 million), as
the £1.2 million increase in equity investments held at fair value was offset
by an increase in loans and IFRS 16 lease liabilities, primarily at
subsidiaries ProAxsis and Glycotest.
NAV per share at 31 December 2025 was £0.49 (2024: £0.52). On an adjusted
basis and assuming subsidiary holdings (primarily ProAxsis and Glycotest) and
associate (DName-iT) were held as equity investments at fair value rather than
consolidated and equity-accounted respectively, Adjusted NAV per share would
be £1.06 (2024: £1.09). This adjusted measure provides additional insight
into the underlying value of the portfolio; however, it remains unaudited and
does not form part of the reported financial statements.
Revenue growth
Revenue was £2.9 million (2024: £2.5 million), representing c.17% growth
driven by higher corporate finance fees, increased fundraising activity and
higher recurring fund management fees following the full operational
integration of Martlet Capital. Revenue growth in the core investments
business was offset by a decline in ProAxsis revenue to £0.1 million (2024:
£0.4 million), reflecting production delays of its work-in-progress pipeline.
EMVC Core revenue was £3.2 million (2024: £2.4 million) which continues to
cover a significant proportion of the Group's core operating costs, reflecting
the continued progress towards financial self-sufficiency of the platform.
EMVC core revenue is an alternative performance measure (APM) that assumes all
portfolio companies are treated as investments. Accordingly, it excludes
portfolio company operating revenues, while including fundraising and other
fees charged to those companies by EMVC Core (including to subsidiary
portfolio companies, which are otherwise eliminated as intercompany items for
statutory reporting purposes). In certain cases, fees charged to portfolio
companies (e.g. for fundraising and VCS services) are not settled in cash but
converted into additional equity investments, often at a discount to the issue
price. This approach supports the portfolio companies' cash positions while
providing the Company with increased equity exposure and potential upside at
no additional cash cost.
Profits / (losses) for the year
Group losses for the year reduced 83% to £0.6 million (2024: £3.7 million),
reflecting revenue growth and active cost management alongside targeted
investment in team and infrastructure, and fair value gains on assets of £1.4
million (non-cash) primarily from AMR Bio (£0.6 million) and a Q-Bot CLA
following conversion at a discount (£0.8 million). AMR Bio is a new addition
to the portfolio which is held at FVTPL under the exemption available in
IAS-28 allowing investment-focused entities to elect to measure their
investments in associates at FVTPL, instead of equity accounting. The Group's
interest in Q-Bot increased to above 20% in 2025 resulting in it being
reclassified as an associate held at FVTPL under the same exemption available
in IAS-28.
Group losses are comprised of:
· EMVC Core profit of £1.5 million (2024: £1.5 million loss),
driven by the fair value gains of £1.4 million noted above; offset by
· subsidiary portfolio company losses of £2.2 million (2024: £2.2
million), primarily reflecting the ongoing R&D costs required to further
advance ProAxsis and Glycotest.
Realisations
The Group completed realisations of £0.4 million during the year (2024: £0.2
million), generating a profit on disposal (excluding transaction costs) of
£7k (2024: £52k loss) through the sale of shares in NASDAQ-listed PDS. While
exit activity remained selective in current market conditions, the portfolio
continues to mature, with multiple assets progressing towards potential
liquidity events. The Group remains focused on balancing near-term liquidity
with long-term value maximisation.
Liquidity and Capital Position
The Group ended the year with cash of £0.5 million (2024: £1.0 million) and
£0.3 million of readily realisable quoted securities (2024: £1.4 million).
Operating cash outflow of £1.2 million was partially offset by net cash
inflows from investing activities of £0.3m and from financing activities of
£0.5 million, the latter including loans raised by portfolio subsidiary
companies. As at 15 May 2026, the Group held cash of £1.0m and readily
realisable quoted securities of £0.5 million.
Post-period, EMVC entered into an unsecured loan facility with an existing
investor within the Company's network. The facility provides additional
financial flexibility as the Company continues to optimise its capital
structure and manage working capital. The key terms are: principal amount of
£0.5 million with the option (at the lender's discretion) to increase the
facility by up to a further £0.2 million; interest of 11% per annum;
repayment three years from first drawdown (with the option to repay earlier),
and no security package or warrants. We believe the facility represents an
efficient source of capital and ensures the Company maintains a prudent level
of liquidity while continuing to execute its investment strategy. Subject to
the further funding coming to fruition as expected and as described in the
going concern accounting policy, this provides a robust liquidity position,
supporting both ongoing operations and selective investment opportunities.
CONSOLIDATED INCOME STATEMENT
For the year ended 31 December 2025
Continuing Operations Notes 2025 2024
£000's £000's
Revenue 5 2,866 2,450
Cost of sales (258) (360)
Gross profit 2,608 2,090
Change in fair value of assets held at FVTPL* 6 1,366 4
Other income 6 138 470
Total other operating income 1,504 474
Research and development costs (1,223) (1,174)
General and administrative costs (3,105) (4,010)
Other costs 8 (181) (766)
Loss from operations 9 (397) (3,386)
Share of loss of equity accounted associate (207) (175)
Finance income 10 84 26
Finance expense 11 (165) (200)
Loss before taxation (685) (3,735)
Income tax credit 12 44 15
(641) (3,720)
Total Loss for the year
Owners of the parent (21) (3,058)
Non-controlling interests (620) (662)
(641) (3,720)
Loss per share attributable to owners of the parent during the year:
Basic and diluted 13 (0.1p) (12.6p)
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 31 December 2025
2025 2024
£000's £000's
Loss for the year (641) (3,720)
Other comprehensive income / (loss):
Exchange differences on translation of foreign operations 90 4
Change in fair value of equity investments classified as FVTOCI* (494) (3,440)
Total comprehensive loss for the year (1,045) (7,156)
Attributable to:
Owners of the parent (515) (6,523)
Non-controlling interests (530) (633)
(1,045) (7,156)
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 31 December 2025
Notes 2025 2024
£000's £000's
Assets
Non-current assets
Property, plant and equipment 14 59 134
Right-of-use assets 15 457 122
Intangible assets 17 1,887 2,037
Investments in equity-accounted associates 18 904 1,111
Equity investments classified as FVTOCI 19 12,598 13,389
Equity investments classified as FVTPL 19 1,957 -
Financial assets classified as FVTPL 20 290 637
Total non-current assets 18,152 17,430
Current assets
Inventory 21 98 81
Trade and other receivables 22 1,015 991
Cash and cash equivalents 23 511 1,002
Total current assets 1,624 2,074
Total assets 19,776 19,504
Liabilities
Current liabilities
Trade and other payables 24 (3,526) (3,891)
Lease liabilities 25 (135) (78)
Loans and borrowings 26 (2,095) (510)
Total current liabilities (5,756) (4,479)
Non-current liabilities
Lease liabilities 25 (347) (49)
Loans and borrowings 26 (22) (898)
Total non-current liabilities (369) (947)
Total liabilities 6,125) (5,426)
Net assets 13,651 14,078
Issued capital and reserves
Attributable to the parent
Called up share capital 27 1,398 1,368
Warrants 28 42 42
Share premium account 28 76,343 76,013
Capital reserve account 28 237 237
Equity investment reserve 28 4,405 4,068
Foreign exchange reserve 28 1,333 1,326
Accumulated losses 28 (68,552) (67,956)
Equity attributable to the owners of the parent 15,206 15,098
Non-controlling interests 16 (1,555) (1,020)
Total equity 13,651 14,078
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 31 December 2025
Shareholders' equity
Share capital Share premium Capital reserve Equity investment reserve Accumul-ated losses Foreign exchange and capital reserve Total Non-controlling interests Total equity
£000's £000's £000's £000's £000's £000's £000's £000's £000's
Warrants
£000's
1 January 2024 1,179 42 74,217 237 7,508 (66,702) 1,351 17,832 (720) 17,112
Loss for the period - - - - - (3,058) - (3,058) (662) (3,720)
Other comprehensive (loss)/income:
Foreign exchange differences - - - - - - (25) (25) 29 4
Change in fair value of equity investments classified as FVTOCI - - - - (3,440) - - (3,440) - (3,440)
Total comprehensive loss - - - - (3,440) (3,058) (25) (6,523) (633) (7,156)
Issue of share capital 189 - 1,817 - - - - 2,006 - 2,006
Cost of share issue - - (21) - - - - (21) - (21)
Changes in proportion of equity by non-controlling interest - - - - - 1,741 - 1,741 333 2,074
Share-based payments - - - - - 63 - 63 - 63
31 December 2024 1,368 42 76,013 237 4,068 (67,956) 1,326 15,098 (1,020) 14,078
Loss for the period - - - - - (21) - (21) (620) (641)
Other comprehensive income/(loss):
Foreign exchange differences - - - - (7) - 7 - 90 90
Change in fair value of equity investments classified as FVTOCI - - - - (494) - - (494) - (494)
Total comprehensive loss - - - - (501) (21) 7 (515) (530) (1,045)
Issue of share capital 30 - 330 - - - - 360 - 360
Change in subsidiary shareholding - - - - - 219 - 219 (5) 214
Transfer of reserves on reclassification from FVTOCI to FVTPL - - - - 838 (838) - - - -
Share-based payments - - - - - 44 - 44 - 44
31 December 2025 1,398 42 76,343 237 4,405 (68,552) 1,333 15,206 (1,555) 13,651
The notes below form part of these financial statements.
CONSOLIDATED STATEMENT OF CASH FLOW
For the year ended 31 December 2025
Notes 2025 2024
£000's £000's
Cash flows from operating activities
Loss after income tax (641) (3,720)
Adjustments for:
Depreciation of property, plant and equipment 14 35 50
Depreciation of right-of-use assets 15 105 133
Amortisation of intangibles 17 218 228
Impairment of intangibles 17 - 632
Estimated credit losses on trade receivables 22 74 19
Losses on disposal of assets 62 52
Fair value movement during the year on investments held at FVTPL 19 (557) -
Fair value movement during the year on convertible debt (808) (1)
Share-based payments 32 151 63
R&D tax credit (5) (18)
Foreign exchange movement 47 (42)
Share of associate loss 207 174
Finance income 10 (84) (26)
Finance costs 165 201
Tax credit 12 (44) (15)
(1,075) (2,270)
Changes in working capital
Increase in inventory (17) (29)
Increase in trade and other receivables (98) (514)
Increase / (decrease) in trade and other payables (62) 954
Cash used in operations (1,859)
(1,252)
Income tax received 75
41
Net cash (used) in operating activities (1,784)
(1,211)
Cash flows from investing activities
Disposal of available for sale investments 380 200
Capitalisation of development costs (68) (140)
Purchase of property, plant and equipment 14 (32) (45)
Purchase of derivative financial assets - (3)
Purchase of available for sale investments (1) -
Net cash from investing activities 12
279
Cash flows from financing activities
Proceeds from loans and borrowings 760 231
Proceeds from issue of equity instruments by subsidiary - 1,039
Proceeds from share issue - 1,516
Lease payments (125) (153)
Repayment of loans and borrowings (158) (39)
Share issue costs - (21)
Finance costs (31) -
Net cash from financing activities 446 2,573
(486)
Increase/(decrease) in cash and cash equivalents 801
Cash and cash equivalents at beginning of year 1,002 200
Exchange differences on cash and cash equivalents (5) 1
Cash and cash equivalents at end of year 23 511 1,002
The notes below form part of these financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 December 2025
1. GENERAL INFORMATION
The Company is a public limited company incorporated on 12 April 2012 and
domiciled in England with registered number 08026888 and its shares are quoted
on the Alternative Investment Market (AIM) of the London Stock Exchange. The
address of the registered office is C/o Azets, Burnham Yard, London End,
Beaconsfield, Buckinghamshire HP9 2JH.
2. ACCOUNTING POLICIES
Basis of preparation
The Group financial statements have been prepared in accordance with UK
adopted international accounting standards as they apply to the financial
statements of the Group for the year ended 31 December 2025.
The consolidated financial statements are presented in GBP, which is also the
Group's functional currency.
Amounts are rounded to the nearest thousand, unless otherwise stated.
The preparation of financial statements in compliance with UK adopted
international accounting standards requires the use of certain critical
accounting estimates. It also requires Group management to exercise judgement
in applying the Group's accounting policies. The areas where significant
judgements and estimates have been made in preparing the financial statements
and their effect are disclosed in Note 3.
Basis of consolidation
The Consolidated Financial Statements incorporate the financial statements of
the Company and its subsidiaries made up to the reporting date. Investees are
classified as subsidiaries where the Company has control, which is achieved
where the Company has the power to govern the financial and operating policies
of an investee entity, exposure to variable returns from the investee and the
ability to use its power to affect those variable returns. All intra-group
transactions, balances, income and expenses are eliminated on consolidation.
The Consolidated Financial Statements incorporate the results of business
combinations using the acquisition method. In the statement of financial
position, the acquiree's identifiable assets and liabilities are initially
recognised at their fair values at acquisition date. The results of acquired
entities are included in the consolidated statement of comprehensive income
from the date at which control is obtained until the date control ceases.
The total comprehensive income of non-wholly owned subsidiaries is attributed
to owners of the parent and to the non-controlling interest in proportion to
their relative ownership interests.
The consolidated financial statements have been prepared on a historical cost
basis, except for the following items (refer to individual accounting policies
for details):
· Financial instruments - fair value through other comprehensive
income.
· Financial instruments - fair value through profit or loss.
The Group applies the acquisition method in accounting for business
combinations. The consideration transferred by the Group to obtain control of
a subsidiary is calculated as the sum of the acquisition-date fair values of
assets transferred, liabilities incurred and the equity interests issued by
the Group, which includes the fair value of any asset or liability arising
from a contingent consideration arrangement.
Acquisition costs are expensed as incurred. Assets acquired and liabilities
assumed are generally measured at their acquisition-date fair values.
Associates
Investments in associates are accounted for using the equity method of
accounting and are initially recognised at cost, including any fair value
adjustments recognised on acquisition. Subsequently, the carrying amount is
adjusted to recognise the Group's share of the post-acquisition profits or
losses and other comprehensive income of the associate.
However, where permitted under the exemption available in paragraph 18 of IAS
28 Investments in Associates and Joint Ventures, certain investments in
associates held by the Group as part of its venture capital activities are
designated and accounted for at FVTPL in accordance with IFRS 9 Financial
Instruments.
Business Combinations
The Group recognises identifiable assets acquired and liabilities assumed in a
business combination, regardless of whether they have been previously
recognised in the acquiree's financial statements prior to the acquisition.
Assets acquired and liabilities assumed are generally measured at their
acquisition-date fair values. Goodwill is stated after separate recognition of
identifiable intangible assets. It is calculated as the excess of the sum of:
a) fair value of consideration transferred; b) the recognised amount of any
non-controlling interest in the acquiree; and c) acquisition-date fair value
of any existing equity interest in the acquiree, over the acquisition-date
fair values of identifiable net assets. If the fair values of identifiable net
assets exceed the sum calculated above, the excess amount (i.e., gain on a
bargain purchase) is recognised in profit or loss immediately.
Going concern
The Group's Net Assets as at 31 December 2025 were £13.7 million. As at 15
May 2026, the Group held cash of £1.0m and readily realisable quoted
securities of £0.5 million. In assessing the appropriateness of the going
concern assumption, the Directors have prepared detailed cashflows forecast
for the Company and the Group covering the period to June 2027. These
forecasts have been stress-tested under a range of scenarios including reduced
or nil revenue growth and increased expenses, in the context of the current
macroeconomic environment. Under these more conservative assumptions, these
forecasts indicate that up to approximately £0.9 million of additional
funding may be required over the period to June 2027 in order to continue as a
going concern, primarily for Group's subsidiary companies Glycotest and
ProAxsis.
Glycotest and ProAxsis can reasonably be expected to secure external funding
through equity, convertible loans or other debt financing arrangements,
consistent with prior years. The Directors' plans for satisfying the going
concern needs of EMVC Core (EMV Capital plc, EMV Capital Partners Ltd and
certain other operating subsidiaries and investment holding companies) are
primarily based on service fees for corporate finance, value creation
services, fund management and other fees. Any remaining gap could be funded
through a mixture of placement of EMV Capital plc shares, debt facilities or
selective realisations of portfolio investments.
While these various options are available, some or all may not be executed.
The Group and Company are dependent on additional funding being raised which
is not guaranteed. Accordingly, this indicates the existence of a material
uncertainty which may cast significant doubt on the Group's and Company's
ability to continue as a going concern and therefore the Group and the
Company may be unable to realise their assets and discharge their
liabilities in the ordinary course of business.
The Directors will continue to manage the cashflows and obligations, closely
monitor performance, and maintain a flexible approach to new opportunities.
The Directors have a reasonable expectation that any external funding that is
required will be secured through equity or debt financing arrangements.
Accordingly, the financial statements have been prepared on a going concern
basis and do not include any adjustments that would be required if the going
concern basis was not appropriate.
Revenue
The Group's revenue streams are recognised in accordance with IFRS 15. The
Group applies IFRS 15 to each of its revenue streams analysing its nature, the
timing of satisfaction of performance obligations and any significant payments
terms. Fees for services provided by the Group are measured at the fair value
of the consideration received or receivable, net of value added tax. The
Group's revenue is principally derived from the following streams:
· VCS and board seats fees, governed by engagement agreements which
typically provide for a fixed monthly fee for services to be performed on an
on-going basis. The services are invoiced at the end of each month and the
revenue recognised for that period.
· Fees for corporate finance work, governed by separate engagement
agreements where the fee is typically based on a percentage of funds raised
and/or a fixed fee. Revenue is recognised when the service is provided and the
respective transaction has completed.
· Fund management fees represent fees earned for managing third party
investments. Revenue is recognised over time as the related management
services are provided, in accordance with the terms of the relevant
agreements.
· For Proaxsis, revenue from the supply of products is recognised when
the Group has transferred control of goods to customers, and it is probable
that the Group will receive the previously agreed upon payment, and that a
significant reversal will not occur.
Other Operating Income
Financial assets (including equity investments)
Other operating income includes fair value adjustments for financial assets
which are classified as fair value through profit or loss (FVTPL), and gains
on sales of financial assets. Fair value adjustments are recognised in the
consolidated
statement of comprehensive income upon valuation of the financial assets at
period end.
Gains on sales of financial assets are recognised when the sale is executed
and finalised, and upon derecognition of the financial assets from the
consolidated statement of financial position.
Grants
Grant income is included in other operating income. Grants for research and
development activities are recognised as income over the periods in which the
relevant research and development costs are to be incurred and expensed to the
income statement. Grants for future research and development costs are
recorded as deferred income. Grants where the Group purchase, construct or
otherwise acquire capital expenditure are recognised as deferred revenue in
the consolidated statements of financial position and credited to profit or
loss on a systematic and rational basis over the useful lives of the related
assets.
Research and development
The Group capitalises qualifying development costs once criteria for
development costs to be recognised as an asset, have been met as it is
probable that future economic benefit will flow to the Group. The Group
currently has such qualifying expenditure. Property, plant and equipment used
for research and development is capitalised and depreciated in accordance with
the Group's policy (detailed below).
Property, plant and machinery, furniture, fittings
and equipment
Property, plant and machinery, furniture, fittings and equipment are stated at
cost net of depreciation and provision for impairment. Depreciation is
provided at the following annual rates to write off the cost of each asset,
less its estimated residual value, over its estimated useful life. The
principal depreciation rates are:
Straight line basis Reducing balance basis
Furniture, fittings and equipment 20% or 33.3% 33.3%
Plant and machinery 20% 33.3%
Leasehold improvements 10% -
The carrying values of property, plant and machinery, furniture, fittings and
equipment are reviewed for impairment if events or changes in circumstances
indicate that the carrying value may not be recoverable.
Goodwill
Goodwill is measured as the excess of the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree, and
the fair value of the acquirer's previously held equity interest in the
acquiree (if any) over the net of the acquisition-date amounts of the
identifiable assets acquired and the liabilities assumed. If, after
reassessment, the net acquisition-date amounts of the identifiable assets
acquired and liabilities assumed exceed the sum of the consideration
transferred, the amount of any non-controlling interests in the acquiree and
the fair value of the acquirer's previously held interest in the acquiree (if
any), the excess is recognised immediately in profit or loss as a bargain
purchase gain. When the consideration transferred by the Group in a business
combination includes an asset or liability resulting from a contingent
consideration arrangement, the contingent consideration is measured at its
acquisition-date fair value and included as part of the consideration
transferred in a business combination. Changes in fair value of the contingent
consideration that qualify as measurement period adjustments are adjusted
retrospectively, with corresponding adjustments against goodwill. Measurement
period adjustments are adjustments that arise from additional information
obtained during the "measurement period" (which cannot exceed 1 year from the
acquisition date) about facts and circumstances that existed at the
acquisition date.
Goodwill is deemed to have an indefinite useful life and is tested for
impairment annually.
Intangible assets
Certain previously unrecognised assets acquired in a business combination that
qualify for separate recognition are recognised as intangible assets at their
fair values, e.g., brand names, customer contracts and lists. All finite-lived
intangible assets are accounted for using the cost model whereby capitalised
costs are amortised on a straight-line basis over their estimated useful
lives. Residual values and useful lives are reviewed at each reporting date.
In addition, they are subject to impairment testing as described below.
Customer contracts are amortised on a straight-line basis over their useful
economic lives, typically the duration of the underlying contracts. The
following useful economic lives are applied:
Carry interest arrangements: 10 years
Patents:
9 years
Impairment
For the purposes of assessing impairment, assets are grouped at the lowest
level for which there are largely independent cash inflows ("cash generating
units" or "CGUs"). As a result, some assets are tested individually for
impairment, and some are tested at CGU level. Goodwill is allocated to those
CGUs that are expected to benefit from synergies of the related business
combination and represent the lowest level within the Group at which
management monitors goodwill. All other individual assets or CGUs are tested
for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable.
An impairment loss is recognised in the consolidated statement of total
comprehensive income for the amount by which the asset or CGU carrying amounts
exceed their recoverable amount, being the higher of fair value less costs to
sell and value-in-use. To determine value-in-use, management estimates
expected future cash flows over 5 years from each CGU and determines a
suitable discount rate to calculate the present value of those cash flows.
Discount factors are determined individually for each CGU and reflect their
respective risk profile as assessed by management. Impairment losses for CGUs
reduce first the carrying amount of any goodwill allocated to that CGU. Any
remaining impairment loss is charged pro-rata to the other assets in the CGU
with the exception of goodwill, and all assets are subsequently reassessed for
indications that an impairment loss previously recognised may no longer exist.
An impairment charge is reversed if the CGU's recoverable amount exceeds its
carrying amount.
Inventory
Inventory is initially recognised at cost, and subsequently at the lower of
cost and net realisable value. Cost comprised all cost of purchase, cost of
conversion and other costs (materials and consumables) incurred in bringing
the inventories to their present condition.
Cash and cash equivalents
The consolidated statements of cash flows and financial position, cash and
cash equivalents include cash in hand, deposits at call with banks and other
short-term highly liquid investments with original maturities of three months
or less.
Financial instruments
Financial assets and financial liabilities are recognised in the Group's
consolidated statement of financial position when the Group becomes a party to
the contractual provisions of the instrument.
Financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. The Group's
accounting policy for each category is as follows:
Amortised cost
These assets arise principally from the provision of goods and services to
customers (e.g., trade receivables) but also incorporate other types of
financial assets where the objective is to hold these assets in order to
collect contractual cash flows and the contractual cash flows are solely
payments of principal and interest. They are initially recognised at fair
value plus transaction costs that are directly attributable to their
acquisition or issue and are subsequently carried at amortised cost using the
effective interest rate method, less provision for impairment. Impairment
provisions for current trade receivables are recognised based on the
simplified approach using a provision matrix in the determination
of the lifetime expected credit losses. During this process the probability of
the non-payment of the trade receivables is assessed. This probability is then
multiplied by the amount of the expected loss arising from default to
determine the lifetime expected credit loss for the trade receivables. For
trade receivables, which are reported net, such provisions are recorded in a
separate provision account with the loss being recognised within
administrative expenses in the consolidated statement of comprehensive income.
On confirmation that the trade receivable will not be collectable, the gross
carrying value of the asset is written off against the associated provision.
Fair value measurement
A number of assets included in the Group's financial statements are measured
at fair value. Fair value measurements are determined using market observable
inputs where available and are classified according to the following fair
value hierarchy based on the observability of the inputs used in the valuation
techniques. The table below sets out financial instruments measured at fair
value by hierarchy level.
Level Valuation technique Fair value Fair value
2025 2024
Level 1 Quoted prices in active markets for identical items (unadjusted). £0.3m £1.4m
Level 2 Observable direct or indirect inputs other than Level 1 inputs. Nil Nil
Level 3 Unobservable inputs (i.e., not derived from market data). £14.5m £12.6m
The classification of an item into the above levels is based on the lowest
level of the inputs used that has a significant effect on the fair value
measurement of the item. Transfers of items between levels are recognised in
the period they occur.
Fair value through other comprehensive income (FVTOCI)
The Group has a number of strategic investments in unlisted entities which are
not accounted for as subsidiaries, associates or jointly controlled entities.
For those investments, the Group has made an irrevocable election to classify
the investments at fair value through other comprehensive income rather than
through profit or loss as the Group considers this measurement to be the most
representative of the business model for these assets. They are carried at
fair value with changes in fair value recognised in other comprehensive income
and accumulated in the fair value through other comprehensive income reserve.
Upon disposal any change in fair value of equity investments classified as
FVTOCI is reclassified directly to retained earnings and is not reclassified
to profit or loss.
Dividends are recognised in profit or loss, unless the dividend clearly
represents a recovery of part of the cost of the investment, in which case the
full or partial amount of the dividend is recorded against the associated
investments carrying amount.
Derivative financial instruments - Warrants
These are carried in the statement of financial position at fair value through
other comprehensive income rather than through profit or loss as the Group
considers this measurement to be the most representative of the business model
for these assets. They are carried at fair value with changes in fair value
recognised in other comprehensive income and accumulated in the fair value
through other comprehensive income reserve. Upon disposal any balance within
fair value through other comprehensive income reserve is reclassified directly
to retained earnings and is not reclassified to profit or loss.
Fair value through profit or loss (FVTPL)
The Group has a number of strategic seed investments in unlisted entities by
way of convertible loan notes, which are not accounted for as subsidiaries,
associates or jointly controlled entities. They are carried at fair value with
changes in fair value recognised in profit or loss during the year and
accumulated in retained earnings.
Where the Group has interests of 20% - 50% in a portfolio company, it may
elect to hold these as equity investments in the statement of financial
position at FVTPL rather than as associates.
This is permitted under the exemption available under IAS 28 Investments in
Associates and Joint Ventures, which does not require investments held by
entities which are similar to venture capital organisations to be accounted
for under the equity method where those investments are designated, upon
initial recognition, at FVTPL. AMR Bio, a new addition to the portfolio in
2025, and Q-Bot, in which the Group's interest increased to over 20% in 2025,
are both held as equity investments at FVTPL under this exemption.
Financial liabilities
The Group classifies its financial liabilities as financial liabilities held
at amortised cost. Trade and other payables are initially recognised at fair
value and subsequently carried at amortised cost using the effective interest
rate method.
Taxation
Income tax is recognised or provided at amounts expected to be recovered or to
be paid using the tax rates and tax laws that have been enacted or
substantively enacted at the reporting date.
Deferred tax balances are recognised in respect of all temporary differences
that have originated but not reversed by the reporting date except for
differences arising on:
· investments in subsidiaries where the Group is able to control the
timing of the reversal of the difference and it is probable that the
difference could not reverse in the foreseeable future; and
· the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting nor taxable profit.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantively enacted by the reporting date and are expected
to apply when the deferred tax liabilities / (assets) are settled /
(recovered).
Recognition of deferred tax assets is restricted to those instances where it
is probable that a taxable profit will be available against which the
temporary difference can be utilised. Deferred tax balances are not
discounted.
Research and development tax credit is recognised when it is considered
probable that it will be recoverable based on experience of previous claims,
and such credit has been recognised as a tax credit within tax expense in the
income statement. Research and development tax credits are included as an
income tax credit under current assets.
Leases
All leases are accounted for by recognising a right-of-use asset and a lease
liability except for:
• leases of low value assets; and
• leases with a term of 12 months or less.
Lease liabilities are measured at the present value of the contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the incremental borrowing rate on commencement of
the lease.
Subsequent to initial measurement lease liabilities increase as a result of
interest charged at a constant rate on the balance outstanding and are reduced
for lease payments made. Right-of-use assets are amortised on a straight-line
basis over the remaining term of the lease or over the remaining economic life
of the asset if, rarely, this is judged to be shorter than the lease term.
Lease liabilities are remeasured when there is a change in future lease
payments arising from a change in an index or rate or when there is a change
in the assessment of the term of any lease.
Leases in which a significant portion of the risk and rewards of ownership are
retained by the lessor are classified as operating leases. Payments made under
operating leases are charged to the income statement on a straight-line basis
over the period of the lease.
Foreign currencies
Transactions in foreign currencies are translated at the foreign exchange rate
ruling at the date of the transaction. Monetary assets and liabilities are
denominated in foreign currencies at the Statement of Financial Position date
are translated at the foreign exchange rate ruling at that date.
On consolidation, the results of overseas operations are translated into
sterling at rates approximating to those ruling when the transactions took
place. All assets and liabilities of overseas operations are translated at the
rate ruling at the reporting date. Exchange differences arising on translating
the opening net assets at opening rate and the results of overseas operations
at actual rate are recognised in other comprehensive income and accumulated in
the foreign exchange reserve.
Share-based payment
For all grants of share options, the fair value as at the date of the grant is
calculated using an appropriate option pricing model, taking into account the
terms and conditions upon which the options were granted. The amount
recognised as an expense is adjusted to reflect the actual number of share
options that are likely to vest, except for options with market-based
conditions where the likelihood of vesting is factored into the fair value
attributed to those options. The expense is recognised over the vesting period
of the option. The credit for any charge is taken to equity.
New and revised accounting standards / amendments
effective in the current year
a) New standards, interpretations and amendments adopted from 1 January 2025
· Amendments to IAS1: Classification of liabilities as current and
non-current.
Liabilities have been classed as current or non-current according to payment
obligations and timescales, with no material impact on the financial
statements of the Group.
b) New standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and interpretations
which have been issued by the IASB that are effective in future accounting
periods that the Group has decided not to adopt early.
New accounting standards amendments and interpretations not yet effective
which have not been early adopted:
· Amendments to the Classification and Measurement of Financial
Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7)
· Contracts Referencing Nature-dependent Electricity (Amendments to IFRS
9 and IFRS 7)
The following standards and amendments are effective for the annual reporting
period beginning 1 January 2027:
· IFRS 18 Presentation and Disclosure in Financial Statements
· IFRS 19 Subsidiaries without Public Accountability: Disclosures.
The Group is currently assessing the effect of these new accounting standards
and amendments.
IFRS 18 Presentation and Disclosure in Financial Statements, which was issued
by the IASB in April 2024 supersedes IAS 1 and will result in major
consequential amendments to IFRS Accounting Standards including IAS 8 Basis of
Preparation of Financial Statements (renamed from Accounting Policies, Changes
in Accounting Estimates and Errors). Even though IFRS 18 will not have any
effect on the recognition and measurement of items in the consolidated
financial statements, it is expected to have a significant effect on the
presentation and disclosure of certain items. These changes include
categorisation and sub-totals in the statement of profit or loss,
aggregation/disaggregation and labelling of information, and disclosure of
management-defined performance measures.
The Group does not expect to be eligible to apply IFRS 19.
3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS
The Group makes certain estimates and assumptions regarding the future.
Estimates and judgements are continually evaluated based on historical
experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. In the future, actual
experience may differ from these estimates and assumptions. The estimates and
assumptions that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next financial year
are discussed below.
Estimates and assumptions
· Impairment of goodwill and intangibles - (see Note 17). The key
assumptions used in the estimation of the recoverable amount are set out
below. The values assigned to the key assumptions represent management's
assessment of future trends in the relevant industries and have been based on
historical data from both external and internal sources.
2025 2024
% %
Discount rate 28.9 28.0
Terminal value of growth rate 2.0 2.0
Budgeted EBITDA growth rate (average of next five years) 7.5 7.5
· judgement around determining weighted average cost of capital
and the useful life of intangible assets.
· The capitalisation of development costs (see Note 17). The
judgements that have met the criteria of International Accounting Standard 38
para 57 and proving that products are market ready.
· The valuation of equity investments classified as FVTOCI (see
Note 19).
· The valuation of derivative financial assets classified as
FVTPL (see Note 20). The use of estimates to determine the fair value of
derivative financial assets classified as (FVTPL) based on latest
transactions.
Significant judgements
Classification of portfolio company interests
The Group holds a greater than 20% equity interest in certain portfolio
companies and has exercised significant judgement in determining that it does
not exercise significant influence over those entities under IAS 28. Any board
representation is held in a monitoring and protective capacity only and does
not extend to participation in the financial and operating policies of those
entities. Management has further considered the potential dilutive effect of
convertible loan notes held by other shareholders which, if converted, would
reduce the Group's voting interest below its current level. On a fully diluted
basis, management's conclusion remains unchanged. Accordingly, equity
interests in such portfolio companies are classified as equity investments and
measured at FVTOCI.
Valuation of equity investments classified as FVTOCI
and FVTPL
The fair value of unlisted securities is established using International
Private Equity and Venture Capital Valuation Guidelines (IPEVCVG). Given the
nature of the Group's investments in early-stage companies, where there are
often no current and no short-term future earnings or positive cash flows, it
can be difficult to assess the probability and financial impact of the success
or failure of development or research activities and to make reliable cash
flow forecasts.
The Group considers that fair value estimates based on observable market data
are of greater reliability than those derived from unobservable assumptions.
Accordingly, where a recent third-party investment transaction exists, the
price of that transaction will generally provide the basis for valuation,
consistent with a market-based approach under the IPEV Guidelines.
In respect of two portfolio companies, the Directors have applied a 10%
reduction to carrying value. These adjustments reflect a qualitative and
quantitative assessment of each investee's performance against its commercial
milestones reflecting conditions in place at the year-end balance sheet date
which may influence pricing dynamics of future funding rounds. The adjustments
resulted in a downward revaluation of £444k across both companies. To
illustrate the sensitivity of this judgement, a 20% reduction would have
resulted in a downward revaluation of £889k across both companies.
More broadly, given that all unquoted equity investments are valued using
unobservable inputs, a 50% decrease or increase in their aggregate fair value
of £14,269k (2024: £11,979k) would respectively decrease or increase net
assets by £7,134k (2024: £5,990k) (see Note 19).
4. SEGMENTAL REPORTING
An operating segment is a component of the group that engages in business
activities from which it may earn revenues and incur expenses, for which
separate financial information is available and whose operating results are
evaluated by the Chief Operating Decision Maker to assess performance and
determine the allocation of resources. The Chief Operating Decision Maker has
been identified as the Board of Directors.
The Board of Directors assesses the performance of the operating segment using
financial information which is measured and presented in a manner consistent
with that in the financial statements.
Revenue from contracts with customers by segments
with reportable revenues:
31 December 2025 Delivered Goods Service Fees Total
£000s £000s £000s
EMV Capital - 2,754 2,754
CetroMed Ltd - - -
Glycotest Inc - - -
ProAxsis Ltd 66 46 112
66 2,800 2,866
31 December 2024 Delivered Goods Service Fees Total
£000s £000s £000s
EMV Capital - 2,026 2,026
CetroMed Ltd - - -
Glycotest Inc - - -
ProAxsis Ltd 324 100 424
324 2,126 2,450
Total profit / (loss) by operating unit for the
period by segment:
2025 2024
£000s £000s
EMVC Core 1,526 (1,453)
CetroMed Ltd (243) (214)
Glycotest Inc (1,068) (1,029)
ProAxsis Ltd (856) (1,023)
(641) (3,720)
EMVC Core is comprised of EMV Capital plc, EMV Capital Partners Ltd, other
operating subsidiaries (EMV Support Services Limited, EMV Director Services
Limited and Martlet Capital Management Limited) and investment holding
companies (Net Scientific America Incorporated and Net Scientific UK Limited).
5. REVENUE
Revenue from contracts with customers
31 December 2025 Delivered Goods Service Fees Total
£000's £000's £000's
United Kingdom 6 2,754 2,760
Europe 8 12 20
United States 1 34 35
Rest of World 51 - 51
66 2,800 2,866
31 December 2024 Delivered Goods Service Fees Total
£000's £000's £000's
United Kingdom 52 2,026 2,078
Europe 213 82 295
United States 16 18 34
Rest of World 43 - 43
324 2,126 2,450
6. OTHER OPERATING INCOME
2025 2024
£000's £000's
Change in fair value of assets held at FVTPL 1,366 4
Grant Income 48 367
R&D tax credit above the line 5 18
Miscellaneous Income 86 85
1,504 474
7. EMPLOYEES AND DIRECTORS
The average number of persons (including executive Directors) employed by the
Group during the year was:
2025 2024
Number Number
Central Group functions * 11 12
Research and development and Engineering 5 7
Sales and other 5 5
21 24
* Central Group functions comprise general
management, investment, finance, human resources and marketing.
Their aggregate remuneration (excluding non-executive Directors) comprised:
2025 2024
£000's £000's
Wages and salaries 1,945 2,485
Social security costs 228 394
Share-based payment charge 33 50
Pension costs 105 95
2,311 3,024
The Group makes pension contributions for certain employees into money
purchase schemes. The total expense relating to these plans in current year
was £105k (2024: £95k). There were outstanding contributions at the end of
the financial year of £19k (2024: £7k).
The aggregate remuneration of key management comprised:
2025 2024
£000's £000's
Wages and salaries 833 946
Social security costs 122 114
Share-based payment charge 29 47
Pension costs 47 55
1,031 1,162
Key management is considered to be the Executive Directors and the Group CFO.
8. OTHER COSTS
2025 2024
£000's £000's
Impairment charge (see Note 17) - 632
Loss on disposal of investments (see Note 19) - 52
Estimated credit losses on trade receivables (see Note 22) 74 19
Share-based payments (see Note 32) 41 63
115 766
9. LOSS FROM CONTINUING OPERATIONS
The loss before income tax is stated after charging/(crediting):
2025 2024
£000's £000's
Depreciation of property, plant and equipment (see Note 14) 37 50
Amortisation of right-of-use assets (see Note 15) 105 133
Amortisation of intangibles (see Note 17) 219 228
Fair value movement during the year on convertible debts (see Note 20)
(808) (1)
Estimated credit losses on trade receivables (see Note 22) 79 19
Net foreign exchange losses 23 3
Fees payable to the Company's auditor for the audit of the Company's financial 10 9
statements
Audit of the Company's subsidiaries pursuant to legislation 86 82
10. FINANCE INCOME
Interest income arising from: 2025 2024
£000's £000's
Cash and cash equivalents 0 1
Aged receivables 49 -
Loan notes 35 25
84 26
11. FINANCE EXPENSE
2025 2024
£000's £000's
Interest expense on:
Loans 121 188
Lease liabilities 43 12
165 200
12. TAXATION
Analysis of tax credit 2025 2024
£000's £000's
Current tax:
UK research and development tax credit 44 15
Income tax credit on current year loss 44 15
Income tax credit on prior year - -
44 15
Total income tax credit in the Consolidated Income Statement
Factors affecting the tax credit
The tax credit on the Group's loss before tax differs from the theoretical
amount that would arise using the weighted average tax rate applicable to the
losses of the consolidated entities as follows:
2025 2024
£000's £000's
Loss before taxation from continuing operations (686) (3,735)
Tax at domestic rates applicable to losses in the respective countries 22.1%
(2024: 19.6%)
152 731
Effects of:
Expenses not deductible for tax purposes 1 (5)
Capitalisation and amortisation of R&D - Timing difference (107) (94)
Movement on other - Timing difference 273 (212)
Permanent timing difference 182 -
Share based payments (10) 10
Surrender of tax losses for R&D tax credit refund 54 20
Group relief surrendered - 84
Unutilised tax losses arising in the period (142) (110)
Deferred tax not recognised (358) (409)
Income tax credit 44 15
Total income tax credit in the Consolidated Income Statement 44 15
The standard rate of UK corporation tax of 25% has been applied to UK entities
in the calculation above (2024: 19%).
Factors that may affect future current and total tax
charges
There are tax losses available to carry forward against future trading profits
from continuing operations of approximately £27,207k (2024: £26,156k). A
deferred tax asset in respect of these losses of approximately £6,816k (2024:
£4,970k) has not been recognised in the accounts, as the utilisation of these
losses in the foreseeable future is uncertain. Deferred tax assets relating to
R&D costs capitalised for tax purposes and accrued loan interest
respectively have not been recognised in the accounts as the utilisation of
these assets in the foreseeable future is uncertain. The R&D capitalised
cost will transfer to unutilised tax losses over a period of 15 years, and the
loan interest will transfer to unutilised tax losses upon settlement of the
accrued interest.
13. LOSS PER SHARE
The basic and diluted loss per share is calculated by dividing the loss for
the financial year by the weighted average number of ordinary shares in issue
during the year. Potential ordinary shares from outstanding vested options at
31 December 2025 of 1,723,210 (2024: 1,565,877) (see Note 32) are not treated
as dilutive as the entity is loss making.
2025 2024
£000's £000's
Loss attributable to equity holders of the Company
Continuing operations 21 3,058
Total 21 3,058
Number of shares
Weighted average number of ordinary shares in issue 27,779,435 24,274,314
14. PROPERTY, PLANT AND EQUIPMENT
Leasehold Improvement Furniture, fittings and equipment Plant and machinery Totals
£000's £000's £000's £000's
Cost
At 1 January 2024 133 74 254 461
Additions 41 3 1 45
At 31 December 2024 174 77 255 506
Additions - 13 19 32
Disposals (174) (1) (0) (175)
At 31 December 2025 - 89 274 363
Depreciation
At 1 January 2024 77 49 196 322
Charge for the year 17 9 24 50
At 31 December 2024 94 58 220 372
Charge for the year 9 7 21 37
Disposals (103) (1) (0) (105)
At 31 December 2025 - 64 240 304
Net book value
At 31 December 2025 - 25 34 59
At 31 December 2024 80 19 35 134
15. RIGHT-OF-USE-ASSETS
2025 2024
£000's £000's
Cost
At 1 January 591 591
Additions 527 -
Disposals (591) -
At 31 December 527 591
Amortisation
At 1 January (469) (336)
Disposals 504 -
Charge for the year (105) (133)
At 31 December (70) (469)
Net book value
At 31 December 457 122
There are now two long term leases with two additions and two lapses during
2025 (2024: two long term leases with no additions and one lapse).
The lease liabilities were measured at the present value of the remaining
lease payments, discounted using the Group's incremental borrowing rate which
is management's estimate of the rate at which a similar borrowing could be
obtained from an independent creditor under comparable terms and conditions.
The rate applied was 7.50%, being the Bank of England Base rate of 4.25% at
inception plus 3.25%.
Right-of-use assets are amortised on a straight-line basis over the remaining
term of the lease or over the remaining economic life of the asset.
Short-term operating leases expensed to the income statement amount to £80k
(2024: £69k).
16. INVESTMENTS IN SUBSIDIARY UNDERTAKINGS
16(a) Subsidiaries
The Group had the following subsidiaries at 31
December 2025:
Name Primary trading address Country of Proportion of Proportion of Proportion of ownership interest held by non-controlling Proportion of ownership interest held by non-controlling
incorporation ownership interest ownership interest interests Interests
or registration at 31 December 2025 at 31 December 2024 at 31 December 2025 at 31 December 2024
NetScientific UK Limited (a) UK 100.0% 100.0% - -
EMV Capital Partners Limited (b) UK 100.0% 100.0% - -
EMV Support Services Limited (b) UK 100.0% 100.0% - -
EMV Director Services Limited (b) UK 100.0% 100.0% - -
EMV Capital Technology Limited (b) UK 100.0% 100.0% - -
Martlet Capital Management Limited (b) UK 100.0% 100.0% - -
Martlet Capital Directors Limited * (c) UK 100.0% 100.0% - -
ProAxsis Limited * (i), (ii) (d) UK 88.5% 90.7% 11.5% 9.3%
CetroMed Limited (a) UK 75.0% 75.0% 25.0% 25.0%
Frontier Biosciences Limited *
(a) UK 75.0% 75.0% 25.0% 25.0%
Frontier Oncology Limited *
(a) UK 75.0% 75.0% 25.0% 25.0%
NetScientific America, Inc. (e) USA 100.0% 100.0% - -
Glycotest, Inc. (i), (ii) (f) USA 55.9% 55.9% 44.1% 44.1%
For all undertakings listed above, the country of operation is the same as its
country of incorporation or registration.
* Held via an intermediate holding company.
(i) ProAxsis Ltd and Glycotest, Inc., have ordinary and preferred share
classes while all the other ownerships shown above relate to ordinary
shareholdings.
(ii) Options and convertible loan notes have been issued by ProAxsis Ltd
and Glycotest, Inc. which if exercised would dilute the Company's shareholding
by 2.1% and 4.6% respectively.
Registered office address:
(a) Azets, Burnham Yard, London End, Beaconsfield, Buckinghamshire, HP9
2JH
(b) 25 Old Burlington Street, London W1S 3AN
(c) 9 Hills Road, Cambridge, CB2 1GE
(d) Building 75, Randox Science Park, 30 Randalstown Road, Antrim,
Northern Ireland, BT41 4FL
(e) 1650 Market Street, Suite 4900, Philadelphia, Pennsylvania,
19103-7300, United States of America
(f) 613 Schiller Avenue, Merion, Philadelphia, Pennsylvania, PA 19066,
United States of America
The addresses listed above are also the registered offices of the relevant
entities.
16(b) Non-controlling interests
The total non-controlling interest at 31 December 2025 is £1,549k (2024:
£1,020k), of which £1,536k (2024: £1,156k) Glycotest, Inc., £187k (2024:
74k) ProAxsis and £174k Cr (2024: £216k Cr) CetroMed Limited.
Set out below is the summarised financial information for CetroMed and
Glycotest, Inc. which have non-controlling interests that are material to the
Group:
Summarised balance sheet
CetroMed Ltd Glycotest, Inc.
As at 31 December As at 31 December
2025 2024 2025 2024
£000's £000's £000's £000's
Assets
Non-current assets 904 1,111 2 4
Current assets 155 155 122 67
Total assets 1,059 1,266 124 71
Liabilities
Current liabilities (127) (122) (1,638) (1,020)
Long term liabilities (310) (279) (1,970) (1,673)
Total liabilities (437) (401) (3,608) (2,693)
Net assets/(liabilities) 622 865 (3,484) (2,622)
Non-controlling interests 156 216 (1,536) (1,156)
Summarised statement of comprehensive income
CetroMed Ltd Glycotest, Inc.
For the year ended For the year ended
31 December 31 December
2025 2024 2025 2024
£000's £000's £000's £000's
Revenue - - - -
(214)
Loss for the year before taxation (243) (1,068) (1,029)
Total comprehensive loss for the year (243) (214) (1,068) (1,029)
Total comprehensive loss attributable to non-controlling interests
(61) (54) (471) (446)
Summarised cash flows
CetroMed Ltd Glycotest, Inc.
31 December 2025 31 December 2024 31 December 2025 31 December 2024
£000's £000's £000's £000's
Net cash from/(used in) operating activities - 16 (240) (1,339)
Net cash (used in)/from investing activities - (2) - -
Net cash (outflows)/inflows from financing activities - (14) 297 1,373
Net increase in cash and cash equivalents - - 57 34
Cash and cash equivalents at beginning of year - - 53 18
- - (4) 1
Exchange gains/(loss) on cash and cash equivalents
- - 106 53
Cash and cash equivalents at end of year
The information above is the amount before inter-company eliminations.
17. INTANGIBLE ASSETS
Goodwill Investment Acquisition Costs Licenses and Patents Total
Carry Interest Arrangements Development costs £000's £000's £000's
£000's
£000's £000's
Cost
At 1 January 2024 669 1,627 1,792 17 50 4,155
Additions - - 140 - - 140
At 31 December 2024 669 1,627 1,932 17 50 4,295
Additions - - 68 - - 68
At 31 December 2025 669 1,627 2,000 17 50 4,363
Accumulated amortisation and impairment
At 1 January 2024 - 542 837 - 19 1,398
Amortisation charge - 163 60 - 5 228
Impairment charge - - 632 - - 632
At 31 December 2024 - 705 1,529 - 24 2,258
Amortisation charge - 163 50 - 6 219
At 31 December 2025 - 868 1,579 - 30 2,477
Net book value
At 31 December 2025 669 759 421 17 20 1,886
At 31 December 2024 669 922 403 17 26 2,037
Goodwill
Goodwill has been allocated to the EMV Capital Partners CGU (being the VC /
investment management business), which represents the lowest level at which
goodwill is monitored for internal management purposes. An annual impairment
test is performed on the carrying value of goodwill based on the recoverable
amount of the EMV Capital Partners. The recoverable amount is determined using
a value in use model based on Board-approved budgets. The net present value of
projected cash flows is compared with the carrying value of goodwill. Cash
flow projections cover a five-year period, beyond which a terminal growth rate
has been applied. The key assumptions used in the value in use calculation
are:
· Discount rate: 29.0%
· 5-year growth rate: 7.5%
· Long-term growth rate: 2.0%
These assumptions reflect management's past experience and expectations of
future market developments.
Carry interest arrangements were recognised as a separately identifiable
intangible asset following the acquisition of EMV Capital Limited by the
Company on 20 August 2020.
Development costs
ProAxsis development costs of £68k (2024: £140k) have been capitalised
during the year in line with the accounting policy as certain projects meet
all the criteria for development costs to be recognised as an asset as it is
probable that future economic value will flow to the Group.
In the prior year (2024), an impairment charge of £632k was recognised in
relation to development costs that no longer met the criteria for recognition.
Discounted future revenues and cashflows were assessed to determine whether
any impairment of capitalised development costs were required.
The main factors leading to the recognition of the intangible assets are:
· the presence of certain intangible assets, such as the assembled
workforce of the acquired entity, EIS fund practice, infrastructure, thought
leadership, brand, deal flow and investor network and relationships, which do
not qualify for separate recognition;
· economies of scale which result in the Group being prepared to pay
a premium; and
· carry interest arrangements and profit share that are a material
identifiable class of asset that has been recognised separately.
18. INVESTMENTS IN ASSOCIATES
The following entities have been included in the consolidated financial
statements using the equity method:
Name Country of Proportion of Proportion of
incorporation ownership interest ownership interest
principle place of business at 31 December 2025 at 31 December 2024
DName-iT Holdings Limited UK/Belgium 38.3% 45.5%
Oncocidia Limited UK 34.1% 36.0%
2025 2024
£000's £000's
At 1 January 1,111 1,283
Additions - 3
Share of Associate losses (207) (175)
At 31 December 904 1,111
The Group holds a 38.3% (2024: 45.5%) undiluted interest in DName-iT Holdings
Limited through CetroMed Limited (which is 75%-owned and fully consolidated).
The Group's effective economic interest in DName-iT Holdings Limited is
therefore 28.7%, and over which the Group has determined that it holds
significant influence. The primary business is that of applying its valuable
patented DNA barcoding method to develop a revolutionary platform for
labelling patients' specimens that are analysed with next generation
sequencing.
The Group holds a 34.1% (2024: 36.0%) undiluted interest in Oncocidia Limited
through CetroMed Limited (which is 75%-owned and fully consolidated). The
Group's effective economic interest in Oncocidia Limited is therefore 25.6%,
and over which the Group has determined that it holds significant influence.
The primary business is that of developing a target radiopharmaceutical cancer
treatment with the use of iodine-131 in treating thyroid cancer to treat solid
cancers (primary and metastatic) elsewhere in the body.
The Group holds equity interests in a number of portfolio companies which,
after considering the impact of loan notes, it has determined it does not
exercise significant influence over. Accordingly, these investments are
classified as equity investments held at FVTOCI. These include:
· Vortex Biotech Holdings Limited - 22.1% (2024: 22.1%), registered
office: Unit 20 New Cambridge House Bassingbourn Road, Litlington, Royston,
England, SG8 0SS;
· Wanda Connected Health Systems Limited - 16.5% (2024: 20.2%),
registered office: Unit 20 New Cambridge House Bassingbourn Road, Litlington,
Royston, England, SG8 0SS; and
· DeepTech Recycling Limited - 18.0% (2024: 21.2%), registered
office: Origin Building Suite 1, Wootton Science Park, Abingdon, Oxfordshire,
United Kingdom, OX13 6FD.
In each case, the Group holds ordinary shares.
The Group holds a 30.0% (2024: Nil) equity interest in AMR Bio Limited over
which the Group has determined that it holds significant influence. The Group
increased its equity interest in Q-Bot Limited during 2025 to 27.1% (2024:
15.1%) over which the Group has determined that it holds significant
influence. The Group has elected to apply the exemption under IAS 28 available
to VC/investment businesses, to hold the investment in AMR Bio Limited and
Q-Bot Limited at FVTPL rather than applying the equity method. Q-Bot was
previously held at FVTOCI.
19. EQUITY INVESTMENTS
Equity investments held at FVTOCI:
2025 2024
£000's £000's
At 1 January 13,389 16,441
Additions* 1,528 628
Realisations (374) (252)
Change in fair value - excluding FX (494) (3,440)
Change in fair value - FX differences (51) 12
Re-class from FVTOCI to FVTPL (1,400) -
At 31 December 12,598 13,389
*Additions in the year are primarily non-cash in nature as they arise from the
conversion of loan notes & trade receivables into equity.
Equity investments held at FVTPL:
2025 2024
£000's £000's
At 1 January - -
Additions 0 -
Disposals - -
Change in fair value 557 -
Re-class from FVTOCI to FVTPL 1,400 -
At 31 December 1,957 -
Total equity investments at FVTOCI and FVTPL:
At 31 December 14,555 13,389
Country of incorporation and % interest of equity investments:
Name Country of incorporation % of issued share capital 2025 £2024
£000's £000's
PDS Biotechnology Corporation USA 1.1% 286 1,410
EpiBone, Inc. USA 1.7% 1,315 1,138
CytoVale, Inc. USA 0.2% 381 410
G-Tech, Inc USA 4.4% 317 340
PointGrab Israel 0.3% 26 74
QuantalX Israel 0.4% 55 59
Vortex Biotech Holdings Limited UK 22.1% 3,150 3,499
DeepTech Recycling Limited UK 18.0% 2,847 1,800
Wanda Connected Health Systems Limited UK 16.5% 1,711 1,351
Ventive Limited UK 10.1% 850 937
SageTech Medical Equipment Limited UK 4.5% 921 887
Q-Bot Limited UK 27.1% 1,400 817
Sofant Technologies Limited UK 1.1% 525 475
AMR Bio Limited UK 30.0% 557 -
Martlet Capital Limited UK 1.1% 212 192
At 31 December 14,553 13,389
Refer to Note 3 Significant accounting estimates and judgements for more
information on the valuation of equity investments. Below we provide some
additional detail on the composition of the fair value estimates. When
reviewing these estimates, we have taken into consideration both third party
investment rounds, and whether the portfolio company continues to progress on
its roadmap.
· NASDAQ-listed PDS Biotechnology Corporation (1.1% stake (2024:
2.7% stake)) year-end fair value was based on the listed share price (Nasdaq
under the ticker PDSB) of $0.77 per share at 31 December 2025 (2024: $1.74).
During the year EMV Capital sold c.51% of its opening stake for £380k, making
a gain on sale of c.£7k. Fair value at year end was £286k (2024: £1,410k).
The Company periodically reviews its investment strategy with respect to this
asset.
· CytoVale Inc., (0.2% stake (2024: 0.2%) remains privately held,
and fair value has been established using the share price and company
valuation from investments by third parties during September 2024 as part of
an $100m Series D equity round that raised fresh cash to accelerate commercial
expansion of its rapid sepsis solution. Fair value at year end was £381k
(2024: £410k). The decrease in value in 2025 reflects movements in the
GBP-USD exchange rate.
· EpiBone, Inc., (1.7% stake) fair value based on the most recent
investment round in 2025 where it raised $4 million in total at the same share
price. Fair value at year end was £1,316k (2024: £1,138k).
· G-Tech, Inc., continues to be valued at the Series A funding round
of $6 million as of May 2020. This is the last observable price which values
our 4.4% stake at £317k (2024: £340k). The decrease in value in 2025
reflects movements in the GBP-USD exchange rate.
· PointGrab, (0.3% stake) - Valued at the most recent investment
round in 2025, valuing our holding at £26k (2024: £74k).
· AMR Bio Limited (30.0% stake) - Valued at the most recent
investment round in 2025, valuing our holding at £0.6 million (2024: Nil).
· DeepTech Recycling Limited (18.0% stake) - Valued at the most
recent investment round in 2025, valuing our holding at £2.8 million (2024:
£1.8m).
· Wanda Connected Health (16.5% stake) - Valued at the most recent
investment round in 2025, valuing our holding at £1,711k (2024: £1,351k).
· Q-Bot Limited (27.1% stake) - Valued at the most recent investment
round in 2025, valuing our holding at £1,400k (2024: £817k).
· Vortex Biotech Holdings Limited (22.1% stake) - Valued at £3.2
million (2024: £3.5 million), following a 10% valuation adjustment reflecting
conditions in place at the year-end balance sheet date which may influence
pricing dynamics in future funding rounds and valuation uncertainty
associated with the time elapsed since the last funding round.
· Ventive Limited (10.1% stake) - Valued at £850k (2024: £937k),
following a 10% valuation adjustment reflecting conditions in place at the
year-end balance sheet date which may influence pricing dynamics in future
funding rounds.
· SageTech Medical Equipment Limited (4.5% stake) - Valued at the most
recent investment round in 2025, valuing our holding at £921k (2024: £887k).
· Sofant Technologies Limited (1.1% stake) - Valued at the most recent
investment round in 2025, valuing our holding at £525k (2024: £475k).
· Martlet Capital Limited (1.1% direct equity stake) - Valued at the
most recent investment round in 2025, valuing our holding at £212k (2024:
£192k).
· FOx Biosystems (3.9% stake) - A curator, appointed by the
competent court, has overseen the company since January 2025. Due to the
uncertainty, fair value has been written down to £Nil (2024: Nil).
20. FINANCIAL ASSETS CLASSIFIED AS FVTPL
Warrants & Convertible Loans classified as FVTPL 2025 2024
£000's £000's
Balance at 1 January 637 232
Additions - 399
Additional accrued interest 32 5
Conversion to equity investments classified as FVTOCI (1,187) -
Change in fair value during the year 808 1
290 637
At 31 December
Below is further detail on the various debt instruments used in financing
portfolio companies which are outstanding as at 31 December 2025:
· G-Tech Medical, Inc., holds £79k of common form convertibles
(2024: £84k), which remain as financial assets classified as FVTPL. No
interest accrued.
· Martlet Capital Limited, £75k unsecured convertible loan note.
Fair value at year end was £91k (2024: £87k). The convertible loan note
carries interest at 5% p.a. and is repayable by the seventh anniversary from
the grant date. Accrued interest during the period is £4k (2024: £3k).
· On 31 December 2024 the Group entered into an unsecured convertible
loan agreement with Q-Bot Limited for c.£350k (CLA) made up of: (i)
c.£250k from issuing Q-Bot 409,836 new ordinary shares in the capital of EMV
Capital Plc at a price of £0.61 per share, a 25.5% premium to the closing
price of the Company's ordinary shares at the time (the shares were allotted
on 3 January 2025); and (ii) c.£100k by means of exchanging receivables for
that value from its in-kind services. The terms of the CLA include interest
accruing at 14% p.a. and an 18-month maturity date with the Group having the
ability to convert some or all of the loan into further equity at a 70 per
cent discount, conversion being at the discretion of the Group other than
where Q-Bot raises £3m, in which case conversion is mandatory. In June 2025,
the Group converted £373k of the CLA into shares.
· On 6 December 2024 the Group entered into an unsecured convertible
loan agreement with Wanda Connected Health Systems Limited for £50,000 by
means of exchanging receivables for that value from its in-kind services. The
terms of the CLA include interest accruing at 10% p.a., a two-year maturity
date with the Group having the ability to convert some or all of the loan into
further equity at a 20% discount to its next fundraising round. Accrued
interest during the period is £5k (2024: £1k).
· The Neumitra, Inc., and Longevity Inc., convertible loan notes do
not have a material value individually or collectively and have been fully
impaired.
21. INVENTORY
2025 2024
£000's £000's
Work in progress - 18
Finished products 98 63
98 81
Inventories are held at net realisable value. Finished products are ProAxsis'
Neatstik and ProteaseTag active neutrophil elastase immunoassay kits.
22. TRADE AND OTHER RECEIVABLES
2025 2024
£000's £000's
Current:
Trade receivables 501 417
Other receivables 180 202
Accrued income 142 206
Taxation 70 62
Prepayments 122 104
1,015 991
Total Trade and Other Current Receivables
The carrying value of trade and other receivables classified at amortised cost
approximates fair value. The Group does not hold any collateral as security
against any trade and other receivables.
At 31 December 2025 a breakdown of the gross carrying amounts and the
impairments charge is as follows:
Current More than 30 More than 60
£000's days past due days past due Total
£000's £000's £000's
Gross carrying amount 114 18 532 664
Loss rate 1% 10% 30% 25%
Impairment provision (1) (2) (160) (163)
Trade Receivables 113 16 372 501
The expected credit loss rate has remained consistent with that applied in
2024.
At 31 December 2024 a breakdown of the gross carrying amounts and the
impairments charge is as follows:
Current More than 30 More than 60 Total
£000's days past due days past due £000's
£000's £000's
Gross carrying amount 220 38 236 494
Loss rate 1% 10% 30% 16%
Impairment provision (2) (4) (71) (79)
Trade Receivables 218 34 165 417
23. CASH AND CASH EQUIVALENTS
2025 2024
£000's £000's
Cash and cash equivalents 511 1,002
511 1,002
Total
The cash held within subsidiary Glycotest, Inc., of £107k (2024: £53k) is
not freely available for use within the wider Group as it would need the
consent of a minority shareholder.
24. TRADE AND OTHER PAYABLES
2025 2024
£000's £000's
Current:
Trade payables 1,351 1,307
Other payables 822 908
Accruals 691 1,120
Deferred Income 662 556
3,526 3,891
The carrying value of trade and other payables classified as financial
liabilities measured at amortised cost approximates fair value.
25. LEASE LIABILITIES
The Group recognises right-of-use assets and lease liabilities in relation to
leases of office space, which had previously been classified as operating
leases.
2025 2024
£000's £000's
Lease Liability
Balance at start of period (127) (268)
Add:
Payments 125 153
Disposals 90
Less:
Additions (527) -
Interest charge during the period (43) (12)
Balance at end of period (482) (127)
Split as follows:
Current Liability (135) (78)
Long Term Liability (347) (49)
(482) (127)
There are now two long term leases with two additions and two lapses during
2025 (2024: two long term leases with no additions and one lapse).
The lease liabilities were measured at the present value of the remaining
lease payments, discounted using the Group's incremental borrowing rate which
is management's estimate of the rate at which a similar borrowing could be
obtained from an independent creditor under comparable terms and conditions.
The rate applied was 7.50%, being the Bank of England Base rate of 4.25% at
inception plus 3.25%.
26. LOANS AND BORROWINGS
2025 2024
£000's £000's
Total falling due within one year 2,095 510
Total falling due after more than one year 22 898
Total 2,117 1,408
The maturity of the loans are as follows:
Amounts falling due within one year on demand 2,095 510
Amounts falling due between one and two years 22 898
Amounts falling due between two and five years -
Loans and borrowings represent:
ProAxsis:
In 2020 ProAxsis entered into a secured HSBC coronavirus business interruption
loan agreement "CBILs" for £445k. The facility incurs interest of 3.99% p.a.
above the Bank of England base rate. The loan is repayable by October 2027.
The total amount outstanding is £147k (2024: £272k).
There remains an unsecured loan facility with AB Group, which is wholly owned
by Melvin Lawson, a substantial shareholder of EMV Capital Plc. Interest is
currently charged at 12% p.a. The loan is repayable on demand. The current
balance outstanding is £468k of which £365k is principal, the balance
accrued interest.
Glycotest:
On 9 February 2024 the 2023 Glycotest convertible loan agreement and accrued
interest of £664k in total from third party investors converted into equity,
with a 40% discount to the simultaneous equity fundraising issue price. During
2025, further CLAs of £508k (2024: £228k) were raised from third party
investors, with a 20% discount and 12% annual interest. The total outstanding
at 31 December 2025 is £770k (2024: £268k). This is in addition to the
$1.46m, 2022 convertible loan agreement, with a 25% discount, and 10% annual
interest, with participation by EMV Capital Plc of $960k, and Fosun Pharma
providing $500k. As the EMV Capital Plc amount is intra-group, only the Fosun
Pharma and third-party amounts are accounted for in the table above.
27. CALLED UP SHARE CAPITAL
Authorised, issued and fully paid: 2025 2024
£000's £000's
27,967,532 ordinary shares of 5p each (2024: 27,357,555 of 5p each) 1,398 1,368
On 03 January 2025, the Company issued 409,836 new ordinary shares to Q-Bot
Limited under a convertible loan agreement at a price of £0.61 per share.
On 5 December 2025, the Company issued 200,141 new ordinary shares at a price
of £0.55 per share to certain of its directors and a PDMR in satisfaction of
annual bonuses and fees .
Details of share options can be found in Note 32. The Group has no legal or
constructive obligation to repurchase or settle the options in cash.
28. CAPITAL AND RESERVES
Share capital
Share capital represents the nominal value of shares issued.
Warrants
The warrant account is used to record the aggregate amount of warrants issued
in the Company's own shares recorded at fair value.
Share premium account
Share premium represents amounts subscribed for share capital in excess of
nominal value less the related costs of shares issued.
Capital reserve account
Capital reserve represents the waiver of loan interest on conversion of the
loans provided by the Group into ordinary shares.
Equity investment reserve account
Equity investment reserve is used to record the cumulative net gains and
losses in fair value of equity securities classified as fair value through
other comprehensive income under IFRS 9.
Foreign exchange reserve
The foreign exchange reserve is used to record exchange differences arising
from the translation of the financial statements of foreign subsidiaries of
the Group.
Retained earnings
Retained earnings are in deficit and represent cumulative net gains and losses
recognised in the consolidated statement of comprehensive income adjusted for
cumulative share-based payments.
29. FINANCIAL INSTRUMENTS
2025 2024
£000's £000's
Financial assets measured at amortised cost 823 825
Equity investments measured at fair value through other comprehensive income 12,598 13,389
Equity investments measured at fair value through profit and loss 1,957 -
Financial assets measured at fair value through profit and loss 290 637
Financial liabilities measured at amortised cost (4,109) (4,870)
· Financial assets measured at amortised cost comprise trade receivables,
other receivables and accrued income.
· Financial assets measured at fair value through profit and loss
include derivative financial assets and convertible loan notes (Note 20).
· Financial liabilities measured at amortised cost comprise trade
payables, other payables, accruals and loans and borrowings.
The carrying values of the assets and liabilities detailed above are
considered to represent a reasonable approximation of their fair value.
Currency risk
During the year under review, the Group was exposed to US dollar exposure as a
significant amount of its research and development expenditure is denominated
in this currency. The Group holds some of its cash in US dollars to reduce its
exposure to movements in exchange rates.
The currency and interest rate exposure of the Group's borrowings is shown
below.
Floating Fixed Weighted
Total borrowings borrowings average
£000's £000's £000's interest
rate
%
USD 2024 Convertible loan 770 - 770 4%
USD 2022 Convertible loan 486 - 486 2%
Sterling loan 245 - 245 1%
Sterling loan 468 - 468 2%
Sterling lease liability 147 147 0 0%
Sterling loan 483 - 483 1%
As at 31 December 2025 2,599 147 2,452 10%
USD 2024 Convertible loan 269 - 269 12%
USD 2022 Convertible loan 482 - 482 10%
Sterling loan 365 - 365 12%
Sterling loan 272 272 - 9%
Sterling lease liability 127 - 127 5%
Sterling loan 20 - 20 0%
As at 31 December 2024 1,535 272 1,263 10%
The interest rate is fixed for the duration of the loans.
Interest rate and currency of cash balances
Floating rate financial assets of £511k (2024: £987k) comprises sterling
£405k (2024: £920k) and US dollar US$144k (2024: US$84k) cash deposits with
the banks current accounts. Interest receivable for the year ended 31 December
2025 was £84k (2024: £26k).
Interest rate and currency of loans
The Group subsidiaries have total loan notes of £2,117k (2024: £637k). There
are sterling denominated loan notes of £861k (2024: £552k), including
accrued interest of £108k (2024: £4k). The interest rate on sterling
denominated loan notes is fixed and ranges from 8.8% to 12.0%. There are US
dollar loan notes and common form convertibles totalling US$1,257k (2024:
US$706k) including accrued interest of US$221k (2024: US$29k). The interest
rate on these loan notes and common form convertibles range from 10.0% to
12.0%.
Currency exposure
The exposures comprise the monetary assets and liabilities of the Group that
are not denominated in the operating or 'functional' currency of the operating
unit involved.
If GBP weakened by 10% against USD, with all other variables held constant,
the following movements would be seen in balances:
2025 2024
£000's £000's
Cash balances 14 8
Trade payables (113) (71)
Other payables (1) (1)
Accruals (18) (24)
Bank facilities
During the COVID period, EMV Capital Plc and ProAxsis Ltd signed debentures
with floating charges over the assets of both Companies to guarantee as
security for £445k of HSBC coronavirus business interruption loans to
ProAxsis Limited. The proceeds have been used to continue development work in
ProAxsis. The total amount outstanding is £147k (2024: £272k).
Credit risk
The Group follows a risk-averse policy of treasury management. Sterling and US
dollar cash balances are held with reputable financial institutions to
minimise credit risk. The Group's primary treasury objective is to minimise
exposure to potential capital losses whilst at the same time securing
prevailing market rates. Additionally, the Group has borrowings in Sterling.
Credit risk attributable to trade and other receivables is detailed below. The
carrying amount of these assets represents the maximum credit exposure:
2025 2024
£000's £000's
Trade receivables 501 417
Other receivables 180 202
Accrued income 142 -
823 619
The derivative financial assets are all net settled; therefore, the maximum
exposure to credit risk at the reporting date is the fair value of the
derivative assets which are included in the consolidated statement of
financial position.
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations. The Group is mainly exposed to credit risk from credit sales and
accrued income. It is Group policy, implemented locally, to assess the credit
risk of new customers before entering contracts. Such credit ratings are taken
into account by local business practices.
Each business establishes a credit policy under which each new customer is
analysed individually for creditworthiness before standard payment and
delivery terms and conditions are offered. The Group's review includes
external ratings, when available, and in some cases bank references. Purchase
limits are established for each customer.
The Group Chief Financial Officer and finance team assesses concentrations of
credit risk by monitoring the creditworthiness of existing customers and
performing monthly reviews of ageing trade receivables. Customers are
segmented based on their credit profiles with those considered as higher risk
placed on a restricted customer list.
Interest rate risk
The Group's cash held at bank is subject to the risk of fluctuating base
rates. The interest rate on US dollar purchase loan notes is fixed. The Group
has sterling fixed rate borrowings, see Note 26 and below for profile of
maturities.
Capital risk management
The Group is funded primarily by equity finance and has some short-term
borrowings. Management regard the capital structure of the Company to consist
of all elements of invested capital and non-controlling interests.
Liquidity Risk
The Group's policy is to maintain adequate cash resources to meet liabilities
as they fall due. Cash balances are placed on deposit for varying periods with
reputable banking institutions to ensure there is limited risk of capital
loss. Cash flow forecasts are used to facilitate the management of cash
resources. The following table shows the contractual maturities of the Group's
financial liabilities, all of which are measured at amortised cost:
2025 2024
£000's £000's
1 year or less
Trade payables 1,351 1,307
Other payables 822 908
Accruals 691 1,120
Deferred Income 662 556
Lease liabilities 135 78
Loans and borrowings 2,096 510
Total 5,757 4,479
1-2 years
Lease liabilities 128 49
Loans and borrowings 22 898
Total 150 947
2-5 years
Lease liabilities 220 -
Loans and borrowings - -
Total 220 -
30. CONTINGENT LIABILITIES
There are no contingent liabilities in the current and prior year.
31. COMMITMENTS
Short-term and low value lease commitments
At 31 December 2025, the Group had short term low value lease commitments of
£Nil (2024: £25k).
32. SHARE-BASED PAYMENTS
The Group operates an equity-settled share option scheme for certain Directors
and employees of the Group. Options are exercisable at a price defined by the
individual option agreement. If the options remain unexercised during the
specified period from the date of grant, the options lapse. Options are
generally forfeited if the employee leaves the Group before the options vest,
however, this is at the discretion of the Board.
Total options existing over 5p ordinary shares in the Company as of 31
December 2025 are summarised below:
Date of Grant Granted during the year Exercised during the year Number of Note Exercise price Date of expiry *
Number of options at Lapsed / forfeited during the year options at 31 December 2025
1 January 2025
Nov 2015 35,902 - - 35,902 - 1 £11.95 Nov 2025
Feb 2016 20,000 - - - 20,000 2 £8.62 Feb 2026
Jun 2016 3,000 - - - 3,000 2 £7.97 Jun 2026
Jan 2017 15,000 - - - 15,000 2 £6.55 Jan 2027
June 2018 8,333 - - - 8,333 2 £4.55 Jun 2028
Sept 2020 382,465 - - - 382,465 2 £0.65 Sept 2030
Nov 2020 92,310 - - 92,310 2 £0.455 Nov 2030
Apr 2021 51,280 - - - 51,280 2 £0.56 Apr 2031
Sept 2021 305,318 - - - 305,318 2 £0.40 Sept 2031
May 2022 105,000 - - - 105,000 2 £0.78 May 2032
Dec 2022 45,801 - - - 45,801 2 £0.66 Dec 2032
Jun 2023 579,703 - - - 579,703 2 £0.63 Jun 2033
Dec 2024 345,000 - 345,000 3 £0.50 Dec 2034
1,989,112 - - 35,902 1,953,210
* All options lapse in full if they are not exercised by the date of expiry.
The current share options scheme was established in May 2023 and expires in
May 2033. Currently, all award (under the Company's previous share options
scheme) pre-2020 options are significantly 'out of the money' for the option
holders.
Notes accompanying the above table
1. Lapsed during 2025.
2. Fully vested.
3. Two thirds vested being one-third on the grant date and a further
one-third on the first anniversary of the grant date. The remaining one-third
will vest on the second anniversary of the grant date.
Movement in the number of share options outstanding are as follows:
2025 2025 2024 2024
Weighted average exercise price Number Weighted average exercise price Number
£ £
Outstanding at 1 January 0.77 1,989,112 0.87 1,899,089
Granted during the year - - 0.50 345,000
Lapsed during the year 11.95 35,902 - -
Exercised during the year - - (0.46) (254,977)
Outstanding at 31 December 0.86 1,953,210 0.77 1,989,112
2025 2025 2024 2024
Weighted average exercise price Number Weighted average exercise price Number
£ £
Amounts exercisable at 31 December 0.91 1,838,210 1.20 1,565,877
Fair value charge
The fair value charge for the share options has been based on the Black
Scholes model with the following key assumptions:
Date of Grant Exercise price Share price at date of grant Risk free rate Assumed time to exercise Assumed volatility Fair value per option
£ £ % Years % £
2025
No new grants - - - - - -
2024
31 December 2024 0.50 0.49 4.57% 4 41.38% 0.18
No dividends are assumed. The risk-free rate is taken from the yield on zero
coupon UK government bonds on a term consistent with the expected life.
Assumed volatility is based on a review of comparators and analysis of
movements to the share price since the Company's admission to trading on AIM.
The Group did not enter into any share-based payment transactions with parties
other than Directors or employees during the current or the previous year.
The total charge for the year in respect of continuing operations share-based
payments for share options granted to Directors and employees was £41k (2024:
£63k) (see Note 7).
33. RELATED PARTY DISCLOSURES
EMV Capital 'Core': Beckman Group and Melvin Lawson, who is interested in
14.43% (2024: 14.54%) of the issued share capital of EMV Capital plc, is also
considered and presumed to be acting in concert with Dr Ilian Iliev, as
defined by the City Code on Takeovers and Mergers.
On 9 June 2025, the Company announced it had entered into a licence agreement
with AB Group Limited (AB Group) relating to its shared office space
with AB Group. AB Group is wholly owned by Melvin Lawson. Annual rent
payable by the Company to AB Group is between c.£49k and
c.£66k depending upon available rent-free amounts passed on to the Company
by AB Group from its landlord. In addition, the Company has agreed to
pay AB Group 51.5% of all service charges, rates, utilities and other charges
associated with the office space, anticipated to be c.£52k per year. No
markup is being applied by AB Group on its own rental costs. The Company has
agreed a minimum period of occupancy through to 31 December 2027 (or sooner
if the lease between AB Group and its landlord terminates), with either
party being able to terminate upon three months' notice.
On 05 December 2025, certain Directors of the Company were issued with new
shares as settlement of annual bonuses and/or fees instead of cash: Dr Ilian
Iliev (127,273 shares), Ed Hooper (27,000 shares) and Jonathan
Robinson (34,484 shares).
Q-Bot: EMV Capital provides corporate finance, consulting and management
services to Q-Bot Limited, a related party as the Group has significant
influence over the entity. During the period revenue was booked totalling
£321k (2024: £372k). The balance outstanding at 31 December 2025 is £282k
(2024: £35k). On 03 January 2025, the Company issued 409,836 new ordinary
shares to Q-Bot Limited under a CLA at a price of £0.61 per share. On 26
June 2025, EMVC exercised its right to convert a CLA (including accrued
interest) at a 70% discount to Q-Bot's fundraise price per share, resulting in
EMVC increasing its interest in Q-Bot to 27.1%.
ProAxsis: An unsecured £365k loan facility with AB Group, part of the Beckman
Group and Melvin Lawson is repayable on demand and remains unpaid at the date
of issue. Interest is charged at 12%.
Vortex: EMV Capital provides corporate finance, consulting and management
services to Vortex Biosciences Inc. and Vortex Biotech Holdings Limited, a
related party by common substantial shareholders. During the period revenue
was booked totalling £84k (2024: £86k). The balance outstanding at 31
December 2025 is £140k (2024: £95k).
Wanda: EMV Capital provides corporate finance, consulting and management
services to Wanda Connected Health Systems Limited, a related party by common
substantial shareholders. During the period revenue was booked totalling
£260k (2024: £227k). The balance outstanding at 31 December 2025 is 17k
(2024: £90k).
DeepTech Recycling: EMV Capital provides corporate finance, consulting and
management services to DeepTech Recycling Limited, a related party by common
substantial shareholders. During the period revenue was booked totalling
£205k (2024: £202k). The balance outstanding at 31 December 2025 is £9k
(2024: £13k).
34. EVENTS AFTER THE REPORTING PERIOD
Post-period, EMVC entered into an unsecured loan facility with an existing
investor within the Company's network. The facility provides additional
financial flexibility as the Company continues to optimise its capital
structure and manage working capital. The key terms are: principal amount of
£0.5 million with the option (at the lender's discretion) to increase the
facility by up to a further £0.2 million; interest of 11% per annum;
repayment three years from drawdown (with the option to repay earlier), and no
warrants.
35. ULTIMATE CONTROLLING PARTY
The Directors believe there to be no ultimate controlling party.
1 (#_ftnref1) Includes the fair value of Martlet Capital Limited; this is
excluded from the Total AUM metric to prevent double counting.
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