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REG - IP Group PLC - IP Group plc 2025 Annual Results Release

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RNS Number : 8734W  IP Group PLC  17 March 2026

 FOR RELEASE ON  17 March 2026

 

 

("IP Group" or "the Group" or "the Company")
IP Group plc 2025 Annual Results Release

 

IP Group plc (LSE: IPO), which invests in breakthrough science and technology
companies with the potential to create a better future for all, today
announces its annual financial results for the year ended 31 December 2025.

 

Highlights

 

NAV/share up 13% to 110.4p with closing NAV of £975.1m; opportunity for
significant potential future royalty income

-      Following the acquisition of Metsera by Pfizer, the Group has now
recognised the discounted value of future royalty and milestone income at
£128.2m

-      Group benefits from financial exposure to Pfizer's obesity drug
franchise including Phase 3 PF'3944 alongside several other programmes

-      Metsera announced positive Phase 2b results for its GLP-1
therapeutic candidate PF'3944; and Pizer announced the initiation of a first
P3 study in late 2025

 

Target confirmed to deliver >£250m of exits between 2025 and end 2027;
encouraging portfolio developments

-     Total cash proceeds from exits of £68.1m (FY24: £183.4m)

-     Hinge Health floated on NYSE. £18.4m total FY25 proceeds. Remaining
£16.8m exited in early 2026

-      Sale of Monolith to Nasdaq-listed CoreWeave, Inc.

-      £914m of total capital raised by portfolio companies (+17%, 2024:
£784m)

-      Invested £70.5m across 31 companies, reflecting maintained capital
discipline

-      Portfolio company fund raises included Artios ($115m), Oxa ($103m),
OXCCU (£20.75m), Accelercomm ($15m) and   Lumai ($10m)

-      Strong pipeline of significant milestones through to the end of 2027
including exposure to AI-enabling technologies

 

Continued focus on funds under management

-      Raised £29.0m of third-party funds (Parkwalk) - third-party AUM
£557m (2024: £678m); reduced by several successful realisations

-      Parkwalk and Northern Gritstone launched Northern Universities
Venture Fund

-      Group well placed to benefit from the reforms underway as major
pension providers respond to the Mansion House Accord

 

Maintained financial strength and discipline/focus on shareholder returns

-      Strong balance sheet and liquidity with gross cash of £211.0m
(2024: £285.6m)

-      Completed £75m buyback programme retiring 9% of share capital in
the year

Post period-end update

-      Working with Aberdeen to manage a portfolio of early-stage and
growth investments in the UK

-      Further £30m accumulated for future shareholder returns

 

Summary financials

                                FY 2025   FY 2024

 Net Asset Value (NAV)          £975.1m   £952.5m
 NAV per share ((i))            110.4pps  97.7pps
 % change in NAV per share      13%       (15%)
 Profit/(loss) for the year     £66.9m    (£207.0m)
 Total portfolio ((i))          £908.1m   £852.1m
 Gross cash and deposits ((i))  £211.0m   £285.6m
 Cash proceeds((i))             £68.1m    £183.4m
 Portfolio investment ((i))     £70.5m    £63.0m

(i)       Note 29 details the Alternative Performance Measures ("APM")

 

Greg Smith, Chief Executive of IP Group, said: "2025 was a notable year for IP
Group. Pfizer's acquisition of Metsera highlighted the strength and value of
licensing activities in the obesity drug space where we hold valuable rights
to several promising programmes. This drove a return to NAV growth. A further
highlight was the successful IPO of Hinge Health on the NYSE, an investment
from which we have now fully exited following the sale of our remaining
holding in early 2026. We also delivered strong cash realisations, allowing us
to retire almost a tenth of our shares in issue through buybacks, while
maintaining a robust liquidity position. We are also pleased to be working
with Aberdeen to manage a portfolio of early‑stage and growth investments in
the UK, further extending our ability to support the next generation of
innovation‑led businesses. As one of the world's most experienced university
IP investors, our unique model - combining deep partnerships with leading
research institutions and access to long-term committed capital - positions us
to support breakthrough science from inception to scale. We remain focused on
creating long-term value for our shareholders while driving innovation that
addresses some of society's most pressing challenges."

Webinar

IP Group will host a webinar for analysts and investors today, 17 March, at
09:00am. For more details or to register as a participant please visit
https://www.investormeetcompany.com/ip-group-plc/register-investor
(https://www.investormeetcompany.com/ip-group-plc/register-investor) .

For more information, please contact:

 IP Group plc                                          www.ipgroupplc.com
 Greg Smith, Chief Executive Officer                   +44 (0) 20 7444 0050

 David Baynes, Chief Financial and Operating Officer

 Liz Vaughan-Adams, Communications                     +44 (0) 20 7444 0062/+44 (0) 7967 312125
 Portland
 Tristan Peniston-Bird                                 +44 (0) 7772 031886

 Pauline Guénot                                        +44 73 7906 8832

Further information on IP Group is available on our website:
www.ipgroupplc.com

Notes

(i)   Nature of announcement

This Annual Results Release was approved by the Directors on 16 March 2026.

The financial information set out in this Annual Results Release does not
constitute the Company's statutory accounts for 2025 or 2024. Statutory
accounts for the years ended 31 December 2025 and 31 December 2024 have been
reported on by the Independent Auditor. The Independent Auditor's Reports on
the Annual Report and Financial Statements for 2025 and 2024 were unqualified,
did not draw attention to any matters by way of emphasis, and did not contain
a statement under 498(2) or 498(3) of the Companies Act 2006. Statutory
accounts for the year ended 31 December 2024 have been filed with the
Registrar of Companies. The statutory accounts for the year ended 31 December
2025 will be delivered to the Registrar following the Company's Annual General
Meeting.

The 2025 Annual Report and Accounts will be published in April 2026 and a copy
will be posted on the Group's website (www.ipgroupplc.com
(http://www.ipgroupplc.com) ). In accordance with Listing Rule 9.6.1 a copy of
the Annual Report and Accounts will also be submitted to the National Storage
Mechanism on or around this date and will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) from that time.

Throughout this Annual Results Release the Group's holdings in portfolio
companies reflect the undiluted beneficial equity interest excluding debt,
unless otherwise explicitly stated.

(ii)  Forward-looking statements

This Annual Report and Accounts may contain forward-looking statements. These
statements reflect the Board's current view, are subject to a number of
material risks and uncertainties and could change in the future. Factors that
could cause or contribute to such changes include, but are not limited to, the
general economic climate and market conditions, as well as specific factors
relating to the financial or commercial prospects or performance of individual
companies within the Group's portfolio.

STRATEGIC REPORT

 

CHAIRMAN'S SUMMARY

 

In 2025, the Group concentrated on continuing to support our leading portfolio
companies together with building a pipeline of early-stage investment
opportunities founded on scientific and engineering innovation. There were a
number of notable events during the year which illustrated the patient capital
approach which defines the Group's investment philosophy.

In May, Hinge Health, a leading digital musculoskeletal clinic, whose roots
trace back to a founding investment by IP Group in 2012, successfully launched
its IPO on the New York Stock Exchange pricing at the top of the indicated
range and subsequently trading up by 34%. Taking amounts realised to date and
balance of £16.8m sold in early 2026, together amounting to £46.3m, the
Group has generated 53x its aggregate investment.

It is impossible today not to be aware of the emerging power and transforming
impact that artificial intelligence, AI, will bring to all aspects of business
and lived experience. IP Group has for some time been selectively investing in
technology companies that enable or amplify AI. Monolith AI Limited, a
spin-out from Imperial College London, and a pioneer in applying artificial
intelligence and machine learning to solve complex physics and engineering
challenges, was acquired by Nasdaq-listed hyperscaler, CoreWeave Inc, in
October 2025. This was our largest disposal in the second half of last year
with consideration falling predominantly into 2026.

Shareholders will also be aware that the last few years have seen an explosion
of interest in and application of weight-loss, GLP-1 drugs. Scientists at
Imperial College London, with whom IP Group has for a long time been a
commercialisation partner, were significant contributors to the advancement of
GLP-1 in the treatment of obesity. Much of the intellectual property sat
within portfolio company Zihipp Limited which was spun out of Imperial College
London in 2019 and was subsequently sold to Metsera Inc ('Metsera') in 2023.
Imperial College London and IP Group retained a continuing interest in certain
compounds being developed by Metsera, through technical and commercial
milestone payments as well as future licensing royalties on net sales. Metsera
was itself acquired by Pfizer in November in a fiercely competed
multi-billion-dollar deal which was fought and won to gain access to Metsera's
portfolio of weight-loss drug compounds. IP Group's share of these future
revenue streams was valued at £128.2m as at 31 December 2025 and was the
major contributor to the Group reporting a profit in 2025. More information
about the compound and the assumptions underlying the value attributed are set
out in the Executive Directors and Managing Partner's reviews.

These examples illustrate the long gestation periods often associated with
investment in early-stage scientific discoveries as they mature to a
successful scale up or exit or fall by the wayside.

There were of course setbacks and disappointments during last year, in some
cases combining both encouraging and more problematic experience. Oxa
completed a major funding round with key investors, but at a significant
discount to prior valuation. First Light Fusion demonstrated the efficiency of
its amplifier technology, setting a record for the highest pressure observed
at the top US nuclear research and engineering laboratory, while having to
extend its search for the funding that will enable it to develop this new
strategy. Istesso published groundbreaking data from its completed phase 2b
trial regarding restoring the body's inherent capacity to repair and
regenerate damaged tissue. Despite missing its primary trial endpoints in the
Ph2b trial, the data has led to a fresh trial to evaluate the potential of its
lead asset, leramistat, to repair the musculoskeletal system. Pulmocide,
meanwhile, encountered a more fundamental setback with the failure of its
Phase 3 trial, a disappointing outcome following earlier promise, and
underlines the inherent risk in advancing novel therapies through late‑stage
trials.

Detail on progress within the portfolio is set out in some detail in the
Managing Partner's Portfolio Review and illustrates the range of breakthrough
technologies in which the Group is invested. This review also notes the
challenging funding environment that existed throughout 2025 which contributed
both to delays in agreeing terms and also a higher impact of valuation
discounts to previous rounds.

Such experience is inherent in the marketplace in which we operate. We are
consciously, through investing in proven but early-stage technology yet to
demonstrate scalability, accepting the risks that our investments take longer
than expected to achieve commercial viability or ultimately will fail to make
that breakthrough. We believe this type of investment is critical to address
the known societal and economic challenges that require technological and
innovative advances to be delivered and which over time will deliver
appropriate financial returns to our shareholders.

It is encouraging that both the Government and City institutions are
coalescing around delivering reforms that will support greater allocation of
risk capital into early-stage companies focused on innovation. Within these
initiatives, the Mansion House Accord and the consolidation of Local
Government Pension Schemes, together with accelerated execution of the
mandates of the National Wealth Fund and British Business Bank all have the
potential to make important contributions. We are hopeful that we will see
further traction during 2026.

Our 2025 profit of £66.9m, together with the reduction in share count from
completion of the £75m share back programme announced in November 2025
generated a recovery in net asset value ('NAV') per share of 13 per cent to
stand at 110.4p at the end of the year. Frustratingly, notwithstanding this
advance, the share price discount to NAV remained elevated at 47 per cent and
the closing share price at the end of last year, 58.6p, was broadly in line
with where it started, albeit it recovered markedly from its low point of
34.5p during the year. The Board remains focused on considering actions within
our control that could bring the share price into greater alignment with our
reported NAV. Within this, we believe consistency of our capital allocation
framework, including share buybacks, together with maintaining financial
resilience are critically important.

We closed 2025 with our balance sheet strong and liquidity intact. Cash
proceeds in the year from disposals broadly matched investments made into
portfolio companies. Gross cash and deposits exceeded £200m meeting our
target for the year which took into account planned share buybacks of £45.7m
in the year.

Outlook

As noted above, long gestation periods are inherent in our investment model
and are particularly evident in life sciences - the Pfizer Obesity Royalty
Interest being a prime example - which is why the maturity of the portfolio
and the shape of the emerging pipeline are important. What is also becoming
more evident is that the intersection of thematic investment strategies is
creating fresh opportunities that play to the strengths of IP Group.

As Dr Mark Reilly, our Managing Partner, notes in his report, the convergence
of technologies such as AI with robotics, bioengineering with digital health,
and clean energy with advanced materials is enabling solutions to challenges
once thought intractable.

We entered 2026 with many of our most exciting portfolio companies having
raised fresh capital in 2025 to advance their efforts to scale up in areas
such as sustainable aviation fuel, quantum computing, next generation 5G
satellite networks and green hydrogen, to name but a few. Within our
HealthTech portfolio, many of our leading portfolio companies have milestone
and clinical trial readouts over the next 18 months.

Over the next two years we are targeting significant cash realisations
reflecting the maturity of the portfolio and the encouraging interest, in
particular from pharma companies, regarding some of our life sciences
companies due to release fresh data from current trials. While nothing is
certain, the Board remains confident that there is significant unrecognised
value within the portfolio.

This will be my final report to you as Chairman as I step down at the
conclusion of the AGM in June after close to eight years in that role. It has
been a huge privilege to serve in that capacity, and I shall remain keenly
interested in the Group's progress both as a friend and as a committed
shareholder.

Sir Douglas Flint

Chairman

16 March 2026

CHIEF EXECUTIVE'S OPERATIONAL REVIEW

 

Overview

 

2025 was an exciting year for the Group with Pfizer's acquisition of Metsera,
Inc. highlighting the value of our licensing activities. IP Group owns and
exclusively licenses certain underlying IP relating to Pfizer's obesity drug
programmes including its lead product PF'3944 as well as PF'3945, PF'4696 and
PF'6795 which have the potential to deliver significant potential future
royalty income.

 

The Group has recognised the fair value of these licences on its balance
sheet, contributing to an increase in NAV per share of 12.7p, or 13%, to
110.4p at the end of 2025 (2024: 97.7p) with closing NAV of £975.1m (2024:
£952.5m). This increase more than offset the impact on our NAV per share of a
small number of downward adjustments in the portfolio.

 

In addition to this development, IP Group made solid progress in generating
profitable cash realisations, recording total cash proceeds of £68.1m. IP
Group finished the year with a strong liquidity position, with gross cash and
deposits of £211.0m (2024: £285.6m) at year end. As outlined in last year's
Annual Report, the Group dedicated 50% of its 2025 exit proceeds to buybacks,
enabling us to increase the programme while reinvesting for future growth. We
remain committed to this Capital Allocation Policy as previously outlined and
a further £30m of cash from realisations has been accumulated that can be
used for future shareholder returns.

 

IP Group is the UK's leading science and technology investor, having formed
more than 600 science-based businesses. By starting and growing businesses
driving improved health outcomes, contributing to the energy transition and
enhancing the digital transformation, the Group aims to have a significant
impact on some of society's biggest needs and to deliver compelling financial
returns for our shareholders.

 

A key differentiator for the Group is our deep partnerships with leading
research institutions, predominantly through Parkwalk in the UK, providing
access to a pipeline of pioneering scientific research and high-potential
intellectual property from leading academic institutions including the
universities of Oxford, Cambridge, Bristol, and Imperial College London as
well as the universities of Leeds, Liverpool, Manchester and Sheffield. The
EIS funds that are managed by Parkwalk provide a complementary source of
funding for the earliest stage opportunities and create a pipeline of future
investment opportunities for the Group's balance sheet. This, coupled with IP
Group's access to private scale-up capital, notably that managed for Hostplus,
provides a flexible approach to funding across all stages of company maturity,
ensuring we can support our portfolio companies from inception through growth
and scaling. We are also pleased to be working with Aberdeen to manage a
portfolio of early-stage and growth investments in the UK as part of a private
asset solution designed to improve long term returns for clients.

 

Delivery against strategic priorities

 

As noted in the Chairman's Summary, the Group made progress on delivering
against many of the priorities that were planned for 2025. The most important
of which was returning to NAV per share growth. This was achieved while
delivering solid cash exits to support fresh investment, focusing on the
return of capital while the share price remained below NAV per share, and
making further progress on accessing capital for the portfolio and our private
managed funds.

As it was our priority for 2025, it is pleasing to report a positive return on
NAV of 7% or £70m (2024: negative return of 17%, £208m). This was driven by
the recognition of the discounted present value of the obesity drug programmes
which are licensed to Pfizer. Pfizer's obesity franchise has a portfolio of
promising therapeutic candidates and combinations with four programmes in
clinical development and several next-generation programmes with IND-enabling
studies ongoing, aimed at addressing key unmet needs via fewer injections
while achieving improved efficacy and tolerability.

As noted in IP Group's 2025 half-yearly results, the Group benefits from
continuing financial interest in a number of Pfizer obesity drug programmes
following Pfizer's acquisition of Metsera for up to $10bn in November 2025.
Metsera, which acquired former IP Group portfolio company Zihipp in 2023,
announced positive Phase 2b results for the most advanced of its programmes,
its GLP-1 therapeutic candidate MET-097i (now designated PF'3944) in
September 2025. At the JP Morgan Healthcare Conference in January 2026, Pfizer
subsequently announced the initiation a global Phase 3 programme for this
candidate in late 2025, that it expected to initiate ten Phase 3 studies for
PF'3944 before the end of 2026 and estimated the anti-obesity drug market size
at $150bn by 2030.

PF'3944 could potentially be best-in-class in a new generation of injectable
GLP-1 drugs, requiring injections only once per month instead of weekly, with
the potential to deliver competitive efficacy with category-leading
scalability, tolerability, and convenience. The importance of this exposure
was underscored by Pfizer's announcement in September of an agreement to
acquire Metsera and its obesity portfolio in a transaction valued at up to
$10bn, including $7bn in upfront cash.

Recognition of the discounted value of the Metsera licences, along with gains
in our public portfolio and the positive impact of the Group's share buyback
programme, more than offset the impact on our NAV of a small number of
downward adjustments. As detailed in our half-yearly report, these included
write-downs for Oxa (£30.5m) and Artios (£9.4m) along with the negative
impact of FX translation on our portfolio which was (£7.4m) in the full year.
We also saw valuation reductions in the second half of the year in Pulmocide
(£24.1m) and First Light Fusion (£14.6m) as described in the Portfolio
Review section. Our quoted portfolio recorded a small gain of £4.1m,
following a protracted period of weakness in public markets from 2022.

The performance of the Group's business units is summarised below with further
detail in the Portfolio Review.

 All £m unless stated   Invested  Cash proceeds  Net portfolio gain/(loss)  Fair value            Simple return on  capital (%)

                                                                            at 31 December 2025
 HealthTech             26.1      49.1           116.0                      542.8                 25%
 DeepTech               29.3      10.5           (16.0)                     144.3                 (16%)
 CleanTech              12.4      2.9            (24.4)                     158.8                 (11%)
 Platform investments   2.7       5.6            (11.6)                     62.2                  (15%)
 Total portfolio        70.5      68.1           64.0                       908.1                 8%

 

58% of our portfolio carrying value is concentrated in 10 holdings, and 82% in
40 companies, across the Group's three main thematic areas. The Group invested
in 31 opportunities in 2025 including 11 in HealthTech, 11 in DeepTech and 7
in CleanTech. 93% of our capital was invested into the existing portfolio,
with 7% being invested into new opportunities.

 

Our portfolio continues to be well-funded with over 78% by value of portfolio
companies held at >£4m currently funded into 2027 or beyond. In 2025 (see
analysis in Portfolio Review section), our portfolio companies successfully
raised a total of £914m of which IP Group contributed £70m (2024: £784m,
£63m). Notable transactions included the IPO of Hinge Health on the New York
Stock Exchange in May, which saw the company raise £204m and which was priced
at the top end of the pricing range. In addition, there were a number of
fundraisings across the portfolio including for Oxa, Accelercomm, Lumai, Tado,
Vytal and Mixergy; an analysis of the funding round pricing is included within
the Financial Review section.

 

Cash exits

 

Following a very strong year of cash realisations in 2024, which included our
largest ever cash exit through the sale of Featurespace to Visa, the Group
continued this momentum in 2025, generating £68.1m of cash proceeds. More
than two-thirds of that amount came from the sale of stakes in five life
sciences holdings - Hinge Health, Intelligent Ultrasound, Centessa, Abliva and
OrganOx (via our holding in the Technikos fund). We also received initial
proceeds of £3.4m from the sale of portfolio company Monolith to
Nasdaq-listed CoreWeave, Inc., with a balance of c.£20m to be received in
2026.

 

We were particularly encouraged by the IPO of Hinge Health, further evidencing
improving sentiment in public markets. Hinge Health floated on the New York
Stock Exchange in May at a price of $32 a share and traded up to a 63% premium
to close the period at $46 per share. Having sold £18.4m of our position in
2025, the Group sold the balance of our holding for £16.8m in 2026.

 

Continued focus on private capital under management

IP Group continued to focus on growing its private capital under management
and attracted £29.0m of new third-party managed funds in 2025. The Group now
manages or advises £557m (2024: £678m). Approximately two-thirds of that
figure, or £379m (2024: £481m), is managed by Parkwalk, the Group's
specialist EIS fund management subsidiary. This reduction is largely as a
result of our distributing over £50m of exit proceeds to underlying investors
in 2025. This includes funds managed in conjunction with the universities of
Oxford, Cambridge, Bristol and Imperial College London. In 2025, we also
launched a new EIS fund in collaboration with Northern Gritstone, covering the
universities of Leeds, Liverpool, Manchester and Sheffield.

Parkwalk invested £20.6m in 2025 (2024: £47.2m) in the university spin-out
sector across 27 companies (2024: 38 companies). A report from market data
provider Beauhurst evidenced that IP Group and Parkwalk are by far the UK's
leading investor in the sector. Fifteen new companies joined the Parkwalk
portfolio, six positive exits were achieved, and two escrow releases from
previous exits allowed for over £40m of distribution to underlying investors.
Eleven portfolio companies closed funding rounds at uplifts in valuation,
three unchanged, six at lower valuations and eight companies were revalued
lower than their previously held valuations. These companies raised c.£96m in
funding this year.

Through Parkwalk, we liaised closely with the UK Government, including HMRC,
on ways to improve the financial ecosystem for knowledge-intensive spin-out
companies and across political parties to ensure science and
innovation remains at the heart of the UK Government's growth mission. We
were pleased to see the amount that can be invested into EIS qualifying
companies was doubled in the November 2025 Budget.

Most of our remaining funds are managed for Hostplus, a top ten Australian
superannuation fund, by the Group's Australian team. The total committed to
the IP Group Hostplus Innovation Fund is A$435m, following the allocation of a
further A$125m during 2024. This fund has invested in several of the Group's
portfolio companies including Oxford Nanopore, Genomics, First Light Fusion,
Oxa and Hysata, providing additive growth capital for companies as they scale.

Since the period end, IP Group is pleased to be working with Aberdeen to
manage a portfolio of early-stage and growth investments in the UK as part of
a private asset solution designed to improve long‑term returns for clients.
This partnership marks a significant step in widening institutional access to
the next generation of maturing, high‑growth, innovation‑led businesses
while contributing to the UK's broader ambition to drive innovation‑focused
economic growth. Following a rigorous selection process, IP Group will manage
a UK‑focused venture allocation.

The Group continues to focus on increasing funds under management and believes
there is scope to further increase private capital under management this year.

 

Buybacks accelerated in 2025

 

Delivering returns for shareholders, including focusing on narrowing the share
price discount to our NAV per share, remains a key focus.

 

Under the Group's Capital Allocation Policy, a proportion of cash proceeds is
reinvested and a proportion is used to deliver a cash return to the benefit of
shareholders. The Directors regularly consider the mechanism to be used for
such cash returns and, as previously announced, this will typically be in the
form of share buybacks while the share price discount to NAV exceeds 20%.

 

We remain committed to this Capital Allocation Policy. Since the completion of
our 2025 buyback programme, a further £30m of cash from realisations has been
accumulated that can be used for future shareholder returns under our policy.
The Board expects to update on timing of the commencement of the 2026 buyback
programme in due course.

 

Since the introduction of this approach in 2021, the Group has delivered more
than £150m of cash returns to the benefit of our shareholders via dividends
and more significantly through share buybacks, retiring 9.4% of the share
capital in 2025 and 17.7% to date. During 2025, the Group purchased 91,858,626
shares for £45.7m.

 

Outlook

 

Building on the strong progress made in 2025, IP Group enters 2026 with
confidence and a clear focus on delivering sustainable growth and enhancing
shareholder value. The recognition of value in our licensing activities,
particularly through Pfizer's acquisition of Metsera, has highlighted the
potential for meaningful future royalty income. We continue to believe the
environment for high-growth science and technology businesses remains
supportive and that IP Group continues to be well positioned.

 

Our deep partnerships with leading research institutions, coupled with access
to committed capital, provide a differentiated platform for sourcing and
scaling breakthrough innovation and we continue to see significant
opportunities to increase funds under management.  Having delivered £68.1m
of cash proceeds in 2025, we remain confident of our target to deliver over
£250m of exits between 2025 and the end of 2027 and are focused on creating
long-term value for all stakeholders while addressing some of society's most
pressing challenges.

 

Greg Smith

Chief Executive Officer
16 March 2026

 

MANAGING PARTNER'S PORTFOLIO REVIEW

 

Overview

 

IP Group invests in breakthrough technologies that address the world's most
pressing societal and economic challenges. Our portfolio spans HealthTech,
DeepTech and CleanTech, with a focus on companies that are shaping a
healthier, tech-enriched and regenerative future. In addition, a small number
of investments are categorised as platform investments, which are funds or
portfolio companies that invest in other opportunities.

 

                       As at 31 December 2025      As at 31 December 2024
 Sector                £m            %             £m            %
 HealthTech            542.8         60%           460.9         54%
 DeepTech              144.3         16%           98.9          12%
 CleanTech             158.8         17%           215.3         25%
 Platform investments  62.2          7%            77.0          9%
 Total portfolio       908.1         100%          852.1         100%

 

2025 saw the acceleration of several global megatrends, reshaping the
opportunity for early-stage technology investors. The digital transformation
of industry and society is gathering pace, with artificial intelligence,
advanced computing and cybersecurity now recognised as foundational to future
prosperity. Climate technologies are scaling rapidly, driven by the urgent
need for decarbonisation and energy security. In healthcare, breakthroughs in
personalised medicine, gene therapies, and AI-enabled drug discovery are
opening new frontiers for human health. These trends are not only expanding
the addressable markets for innovation but are also creating unprecedented
opportunities for value creation. The convergence of technologies such as AI
with robotics, bioengineering with digital health, and clean energy with
advanced materials is enabling solutions to challenges once thought
intractable. In 2025, the World Economic Forum and leading analysts have
highlighted that frontier technologies are moving from promise to deployment,
with early-stage companies at the heart of this transformation.

 

Performance of key holdings

 

The following table outlines the performance of the top ten constituents of
our portfolio:

 

 Company Name                                                    Group stake at 31 December 2025  Net investment/ (divestment)  Net unrealised + realised fair value movement  Fair value at 31 December 2025
                                                                 %                                £m                            £m                                             £m
 Pfizer Obesity Royalty Interest           HealthTech            n/a                              -                             126.4                                          128.2
 Oxford Nanopore Technologies plc          HealthTech            8.4%                             (4.0)                         (0.6)                                          102.0
 Istesso Limited                           HealthTech            56.5%                            -                             1.1                                            93.0
 Hysata Pty Ltd                            CleanTech             37.0%                            -                             -                                              76.2
 Mission Therapeutics Limited              HealthTech            22.3%                            3.7                           -                                              26.2
 North America University Innovation L.P.  Platform investments  68.1%                            2.0                           (15.0)                                         22.3
 Nexeon Limited                            CleanTech             3.9%                             (2.9)                         3.6                                            19.8
 Oxa Autonomy Limited                      DeepTech              10.6%                            7.5                           (30.5)                                         19.4
 CoreWeave, Inc.                           DeepTech              0.0%                             (0.5)                         17.4                                           18.5
 UCL Technology Fund L.P.                  Platform investments  46.4%                            0.2                           0.3                                            18.4
 Other investments                                                                                (3.6)                         (31.3)                                         384.1
 FX                                                                                               -                             (7.4)                                          -
 Total Portfolio                                                                                  2.4                           64.0                                           908.1

 

As described in the CEO's Operational Review, IP Group's biggest portfolio
value movement in 2025 was delivered by our financial exposure to
next-generation obesity drug candidates being developed by Metsera, Inc.,
valued at £128.2m within our year end net asset value. Metsera's pipeline
includes four clinical-stage programmes and several next-generation assets,
all targeting improved efficacy and tolerability with fewer injections,
addressing a major unmet need in obesity treatment. IP Group is entitled to
receive future returns from these compounds through a combination milestone
payments and tiered, low single digit percentage royalties on net sales of the
licensed products. It is important to note that the above numbers are stated
after allowing for the fact that 50% of all monies received by the Group from
Metsera will be payable to Imperial College London under revenue share
arrangements. While the eventual approval and commercial launch of new drugs
based on these compounds is not guaranteed, the positive Phase 2b results for
PF'3944 and initiation of a global Phase 3 programme in late 2025 are highly
encouraging.

 

Oxford Nanopore delivered a strong performance in 2025, with revenue
of £223.9m, up 24.2% on a constant currency basis, slightly ahead of the top
end of 2025 guidance. Gross margin increased by 110 basis points to 58.6%
compared with 57.5% the previous year. While Oxford Nanopore reported an
adjusted EBITDA loss of £(86.7)m (2024: £(117.9)m), it remains well
capitalised with £302.8m in cash, cash equivalents and other liquid
investments. For 2026, Oxford Nanopore noted that demand for its sensing
platform remains strong and that it expects to continue to outperform
versus underlying end market growth in all regions with revenue growth of
21-25% on a constant currency basis and gross margin of approximately 62%. The
company also reaffirmed its commitment to reach adjusted EBITDA breakeven in
2027 and become cash flow positive in 2028.

 

2025 also marked the transition to a new Chief Executive at Oxford Nanopore as
Chief Executive Gordon Sanghera announced he would step down after more than
20 years in the role. IP Group worked closely with Gordon through the
founding, early growth and subsequent flotation of the company and we want to
take this opportunity to pay tribute to him for his dedication and visionary
leadership. We look forward to the outstanding platform that Gordon has
created being built on by his successor, Francis Van Parys, who brings more
than 20 years of experience leading multi-billion-dollar life science
businesses, with a strong track record of scaling innovation-driven
organisations through commercial and operational excellence.

 

Another of our portfolio success stories, Hinge Health, hit a major milestone
in May when it listed on the New York Stock Exchange. IP Group was the first
institutional investor in the company that eventually became Hinge Health when
its founder Daniel Perez was still a PhD student at the University of Oxford.
We realised £10.9m from our Hinge holding when it was still a private company
and realised a further £1.8m through a partial sale on the day of the IPO.
Our remaining stock was then subject to a "lock-in" agreement for a period of
time, subsequent to that restriction being lifted we sold a further package of
shares, taking the total sold in the year to £18.4m. Our remaining holding of
521,120 shares was sold in early 2026 for total proceeds of £16.8m.

 

In the largest disposal in the second half of the year, our portfolio company
Monolith, an Imperial College London spin-out that provides artificial
intelligence software to engineering teams, was sold to Nasdaq-listed
CoreWeave, Inc. in October. IP Group yielded an initial £3.4m in cash and
£18.5m of CoreWeave convertible promissory notes from the transaction, and a
further estimated £1.9m of deferred proceeds due in 2026. The sale of
Monolith marks another positive exit from our stable of companies
commercialising digital technologies, following the sales of Featurespace and
Garrison in 2024.

 

In November, following positive clinical trial readouts, portfolio company
Artios Pharma Limited successfully completed an oversubscribed $115m Series D
financing round. Artios, a leader in next-generation DNA damage response
("DDR") therapies for cancer, will use the proceeds to expand clinical
evaluation of its lead ATR inhibitor, alnodesertib, including enrolling
additional ATM-negative patients in second-line pancreatic and third-line
colorectal cancer, areas of high unmet need. The funding will also support the
initiation of a Phase 2 trial for ART6043, a potential first-in-class Polθ
inhibitor, in BRCA-mutant HER2-negative breast cancer. The round was co-led by
SV Health Investors and new investor RA Capital Management, with participation
from Janus Henderson Investors and strong support from existing backers. While
the pricing of the round resulted in a £9.4m non‑cash fair value
write‑down for IP Group, this reflected the challenging biotech funding
environment rather than changes in operational progress. IP Group invested
£5.5m in the round and now holds a 6.8% undiluted beneficial interest in
Artios.

 

Our autonomous vehicle software company, Oxa, closed a significant investment
round at the end of the year to support its continued commercial expansion,
attracting significant new investors, including the National Wealth Fund and
NVentures (NVIDIA's venture capital arm) to its shareholder base. While market
conditions led to a notably lower valuation than the previous round, which was
reflected in the significant valuation write-down recognised by IP Group in
2025, Oxa's progress in autonomous vehicle technology and commercial
partnerships remains encouraging and we continue to believe in its potential
to become a genre-defining company.

 

Istesso, the adaptive tissue-repair company, reported that it has conducted
further analysis of the data from its recent Phase 2b clinical trial in
rheumatoid arthritis ("RA"). This has revealed that alongside the compelling
evidence of leramistat's ability to protect bone and improve disability and
fatigue responses in patients with RA, there were also signs that leramistat
had a muscle-protective effect. These protective effects on both bone and
muscle position leramistat for potential use as a musculoskeletal protective
agent with application across a range of degenerative age-related conditions,
including sarcopenia (muscle loss), osteoporosis and osteosarcopenia. In
addition, in RA, leramistat offers the potential to create novel combinations
with existing drugs to halt or reverse disability progression and deepen
disease control.

 

Hysata continues to make strong progress in scaling up its high-efficiency
hydrogen electrolyser technology. In February 2025, the company signed a
landmark agreement with ACWA Power to deliver commercial-scale demonstrations
in Saudi Arabia, using its capillary-fed electrolysis technology. This
demonstration is expected to unlock significant opportunities in green
hydrogen across the Gulf region. Hysata's technology remains a leader in
efficiency, and the company is on track to deliver its first commercial units
in 2027.

 

First Light Fusion has continued to make progress on its journey to transition
into an IP-rich technology provider to the wider fusion sector, and in March
2025 set a record for the highest pressure observed on Sandia National
Laboratories' Z Machine, achieving 3.67 TPa. This validated First Light's
expertise while also opening up new research commercial opportunities in the
fusion, defence and space sectors. To support the company through this
transitional phase, the Group extended a convertible loan to First Light to
extend its cash runway whilst the company continues to seek further
third-party capital. First Light Fusion has since received interest from
sector-relevant investors and we are hopeful that new funding will be secured
in 2026 to enable it to further advance its new strategy.

 

In early 2026, Pulmocide announced that having reviewed the results of an
interim analysis it had taken the decision to terminate its Opera-T Phase 3
Study with opelconazole in refractory Invasive Pulmonary Aspergillosis
("IPA"). The company will be conducting a thorough review of the unblinded
data from this trial to determine potential next steps for the programme. As a
result, the Group reduced the carrying value of its holding in Pulmocide by
£24.1m to £0.6m.

 

Other notable portfolio developments

 

OXCCU, a leader in converting carbon dioxide and hydrogen into jet fuel, was
again named on Cleantech Group's 2026 Global Cleantech 100. The company
successfully raised $28m in Series B funding in September with blue-chip
investors including IAGi Ventures (the dedicated corporate venturing arm of
the International Airlines Group), Safran Corporate Ventures, and Orlen VC
alongside reinvestment from world-class Series A participants. This new
funding will enable OXCCU to accelerate its commercialisation efforts, expand
its operations and advance its next phase of technology scale-up, building on
the launch of the company's OX1 demonstration plant at London Oxford Airport
in 2024.

 

Quantum Motion Technologies delivered the industry's first full-stack quantum
computer to be built using a standard silicon CMOS chip fabrication process -
the same transistor technology used in conventional computers and a major
milestone for the company.

 

In October, Mantle8, the DeepTech company pioneering natural hydrogen
exploration, revealed its proprietary multiphysics technology had produced the
world's first 3D images of an active underground natural hydrogen system.
Natural hydrogen, produced continuously through natural geological processes,
represents a potentially vast, low-carbon energy resource. Multiple academic
studies including the US Geological Survey estimate global reserves at 5.6
trillion tonnes, sufficient to meet world energy demands for generations.
However, without reliable exploration technology, this resource has remained
largely theoretical.

 

In June 2025, portfolio company AccelerComm secured $15m of funding to support
delivery of its high-performance 5G technology for low earth orbit satellite
networks. This technology enables Direct-to-Device ("D2D") communications
between phone handsets and space-based satellite networks without specialist
hardware, a sector which is predicted to grow to $20bn by the end of the
decade.

 

Lumai, a spin-out from the University of Oxford, is an AI accelerator startup
using optics to address global computational challenges, which secured more
than $10m in new investment in 2025 to develop its revolutionary optical
computing technology for use in AI data centres. Lumai's technology enables
dramatic cost reduction alongside exponentially increased performance, while
simultaneously minimising energy consumption, and is potentially a gamechanger
for the AI industry.

 

Slamcore, a leader in spatial intelligence software, announced the launch of
Slamcore Alert, a dedicated pedestrian detection and driver alert solution.
This new system immediately transforms existing industrial machines, such as
forklifts and manual material handling equipment, into safety-aware assets.
While the warehouse and logistics industry is increasingly focused on
expensive, full-scale autonomous robots, Slamcore is addressing the market's
immediate need for practical solutions that maximise current resources and
help protect workers.

 

Microbiotica, which has a proprietary microbiome profiling platform that
allows it to identify whether specific bacterial strains have clinical
benefits, announced in February 2026 that its Phase 1b ulcerative colitis
study of MB310 had met its primary and secondary objectives. After a 3-month
treatment period, clinical remission was observed in 63% of MB310 patients
(versus 30% in the placebo), and, notably, 100% of the patients who responded
to MB310 were still in clinical remission at a 3-month post dosing follow up.
The drug was also well tolerated, with a safety profile similar to patients on
placebo. These encouraging results highlight the potential of MB310 to
transform the management of ulcerative colitis by delivering disease
modifying, long lasting remission.

 

Audioscenic, a leader in 3D immersive sound projection from conventional
speakers, continued to expand its product line with the launch of several
AI-enhanced monitor products including those for gaming enthusiasts.

 

Our portfolio company Bramble Energy, which focused on scalable clean energy
technology, entered administration in 2025 after failing to raise fresh
capital. IP Group backed this Imperial College London spin-out from its early
days and provided a loan to the company during the period to give it the best
chance of securing the new funding needed to reach technical and commercial
milestones. Unfortunately that funding could not be secured and the company
made the difficult decision to cease trading, leading to a write-down of
£12.3m for the Group in relation to that asset.

 

Upcoming milestones

 

Many of the Group's "up and coming" portfolio companies have key developmental
milestones approaching that could have a material impact on their value in the
next six to eighteen months. Clinical trial results are expected from
Enterprise Therapeutics and Iksuda Therapeutics. Enterprise is expected to
report data from its Phase 2a trial of ETD001 for cystic fibrosis in the first
half and Iksuda, which is developing next-generation Antibody Drug Conjugates
("ADCs") for difficult-to-treat cancers, is expected to complete several Phase
1 studies by H2 2026. We also anticipate that during 2026, Centessa will start
a registrational study for its lead narcolepsy drug (ORX750) and Pfizer will
report data from two further clinical studies from the Metsera pipeline (Phase
2b of monthly PF'3944 and Phase 1/2 of PF'3944 in combination with PF'3945).

 

In DeepTech and CleanTech, a number of our companies are targeting funding
rounds and commercial milestones. We also expect to see further progress in
Intrinsic's ReRam and HBM memory technologies, and more progress towards the
deployment of Accelercomm's technology in LEO satellite constellations.

 

Platform Investments

IP Group's Platform investments portfolio comprises holdings in funds and
companies that operate in a similar way to IP Group, including our interest in
our US platform, North America University Innovation L.P., Oxford Science
Enterprises Limited, the UCL Technology Fund and Cambridge Innovation Capital
Limited, and in all of which IP Group was a founding investor. This portfolio
was valued at £62.2m at 31 December 2025 (2024: £77.0m), reflecting a fair
value decrease of £11.6m in the period driven by valuation reductions within
North America University Innovation L.P.'s portfolio.

 

In 2025, the US platform's LPs agreed a restructuring of the platform which
greatly reduced its operating costs while the GP seeks to optimise returns
from realising its portfolio assets. As part of this restructuring, the LPs
committed to provide funding to cover the fund's operating costs for a fixed
five-year period, the fund was redomiciled to the US and its administration
was transitioned to Anzu Partners, a highly regarded investor and fund
manager. At the same time $11.7m in SAFE notes which the Group had provided to
fund the platform in 2022-24 were converted into regular units within the
fund. The restructuring, including the termination of all legacy governance
rights, was formalised in May 2025 and the fund was renamed North America
University Innovation L.P. (formerly IPG Cayman L.P.).

 

Other portfolio disclosures

 

Number of investments by sector

 

                                            As at 31 December 2025      As at 31 December 2024
 Sector                                     Number        Number        Number        %
 HealthTech                                 33            39%           30            37%
 DeepTech                                   29            35%           27            33%
 CleanTech                                  17            20%           20            24%
 Platform investments                       5             6%            5             6%
 Total number of portfolio investments (1)  84            100%          82            100%

(1) Excludes de minimis holdings, which have a small value to the Group and
are not actively managed to the same extent as core holdings

 

Portfolio funding position

 

The following table lists information on the expected cash-out dates (the date
by which portfolio companies are projected to need to have raised further
funding) of portfolio companies in which IP Group's investment holding value
is greater than £4m. The values in the below table show the IP Group
portfolio value which falls within each of the cash-out periods.

                                                  31 December 2025
 Cash-out date(1)                                 £m         %
 2026 H1                                          34.2       6%
 2026 H2                                          99.1       16%
 2027                                             176.5      28%
 2028+                                            147.9      24%
 Funded to breakeven                              160.0      26%
 Total companies > £4m value                      617.7      100%
 Companies < £4m value                            74.7
 Interest in Limited Partnerships and Platforms   62.2
 Fair value of cash flows from intangible assets  99.1
 Deferred and contingent consideration            54.4
 Total portfolio                                  908.1

(1) Cash-out dates based on portfolio company forecast as at publication date
of Annual Report.

Dr Mark Reilly

Managing Partner
16 March 2026

 

FINANCIAL REVIEW

I am pleased to report, as outlined above, that the results for the year were
a significant improvement and reflect the significant opportunity available to
the Group through its exposure to Pfizer's anti‑obesity franchise. The
valuation of the associated licence is expected to be a material driver of
future valuation growth.

 

As part of a year‑end assessment, IP Group has revisited its designation as
an investment entity under IFRS 10. Historically, this assessment had been
finely balanced with IP Group concluding it was not categorised as an
investment entity. However, the value attributed to the licence has tipped
that assessment in favour of investment entity classification, and the Group
has therefore adopted the investment entity basis. This approach is consistent
with that taken by most of our peers for external reporting.

 

The effect of this change is that certain subsidiaries are no longer
consolidated in the statutory accounts - instead the value of all assets and
liabilities within these subsidiaries are shown in a single line (Investments
in investment entity subsidiaries) in the Group balance sheet, reflecting the
overall net assets of these subsidiaries. For the avoidance of doubt, these
entities remain 100% owned and fully controlled by the Group. They include
subsidiaries that hold a significant proportion of the Group's cash and
deposits. For this reason, some of the balances will look different
year-on-year, particularly the cash balance, most of which is now incorporated
in the investments line. We have prepared the tables below on a line by line
consolidation basis to allow comparison of key balances across the two years,
and included a new unaudited 'pro forma' balance sheet which is presented
after our financial statements.

 

•     Profit for the year of £66.9m (2024: loss of £207.0m)

•     Net assets £975.1m (2024: £952.5m)

•     Net assets per share 110.4p (2024: 97.7p)

•     Net overheads for the year were £15.9m, a reduction of £3.9m
from the previous year (2024: £19.8m)

 

Consolidated statement of comprehensive income

A summary analysis of the Group's performance is provided below:

                                                                       Year ended 31 December 2025  Year ended 31 December 2024

                                                                       £m                           £m
 Net portfolio profit/(loss)(1)                                        64.0                         (195.0)
 Deferred tax recognised within investment entity subsidiaries         8.4                          -
 Net overheads(2)                                                      (15.9)                       (19.8)
 Foreign exchange loss/gain on movement                                (0.1)                        2.7
 Restructuring costs - labour                                          -                            (2.4)
 Restructuring costs - professional                                    -                            (0.3)
 Administrative expenses - share-based payments charge                 (2.4)                        (1.9)
 Carried interest plan and other deal incentives credit                7.0                          7.9
 Net finance income                                                    3.8                          2.1
 Taxation                                                              2.1                          (0.3)
 Profit/(loss) for the year                                            66.9                         (207.0)
 Other comprehensive income/(expense) (FX on retranslation of foreign  0.3                          (3.0)
 subsidiaries)
 Total comprehensive profit/(loss) for the year                        67.2                         (210.0)
 Exclude:
 Share-based payment charge                                            2.4                          1.9
 Return on NAV(1)                                                      69.6                         (208.1)

(1) Defined in note 29 Alternative Performance Measures.

(2) See net overheads table below and definition in note 29 Alternative
Performance Measures.

 Fair value movements

Net portfolio gains/(losses) consist primarily of realised and unrealised fair
value gains and losses from the Group's equity and debt holdings in spin-out
businesses and include changes in the fair value of licensing assets which
have been recognised for the first time in 2025 as a result of the change
investment entity basis described earlier in this section. These movements are
analysed in detail as follows:

                                                                               2025    2024

                                                                               £m      £m
 Quoted equity and debt investments                                            4.1     (52.0)
 Private equity and debt investments                                           (31.7)  (123.5)
 Investments in Limited Partnerships                                           (10.4)  (13.1)
 Recognition of intangible asset at fair value following change of investment  109.4   -
 entity status
 FX translation                                                                (7.4)   (6.4)
 Net portfolio gains/(losses)                                                  64.0    (195.0)

A summary of the largest positive and negative net portfolio fair value
movements is as follows:

 Gains                            £m       Losses                                       £m
 Pfizer Obesity Royalty Interest  126.4    Oxa Autonomy Limited                         (30.5)
 Monolith AI Limited              17.4     Pulmocide Limited                            (24.1)
 RAGE Biotech Pty Ltd             6.8      North America University Innovation L.P.(1)  (15.0)
 Carrick Therapeutics (Licence)   6.0      First Light Fusion Limited                   (14.6)
 Technikos LLP                    4.3      Bramble Energy Limited                       (12.4)
 Other Quoted                     6.9      Other Quoted                                 (2.8)
 Other Private                    43.9     Other Private                                (40.9)
 FX translation                   1.0      FX translation                               (8.4)
 Total                            212.7    Total                                        (148.7)

(1) Formerly IPG Cayman L.P.

Net overheads

 

                                                    Year ended 31 December 2025  Year ended 31 December 2024

                                                    £m                           £m
 Other income                                       7.4                          5.5
 Administrative expenses - all other expenses       (20.9)                       (22.5)
 Administrative expenses - annual incentive scheme  (2.4)                        (2.2)
 Net overheads                                      (15.9)                       (19.2)

 

Net overheads

Other income comprises fund management fees on our third-party managed funds
and licensing and patent income. In the current period other income totalled
£7.4m (2024: £5.5m) and was up by 34% year-on-year largely due to additional
performance and 'catch up' fees earned within Parkwalk following a very
successful year for exits within their portfolio.

Other central administrative expenses, excluding performance-based staff
incentives, share-based payments charges and the impact of FX translation
movements, have reduced by 7% from the prior period at £20.9m (2024: £22.5m)
reflecting the impact of the restructuring carried out in the second half of
2024 which resulted in a significant reduction in the Group's 2023 cost run
rate.

As a result of the reduced level of net overheads, which declined from £19.2m
in 2024 to £15.9m in 2025, and our increased NAV value year on year, our net
overheads as a % of NAV reduced to 1.6% in 2025.

The charge of £2.4m in respect of the Group's Annual Incentive Scheme
reflects a provisional assessment of performance against 2025 AIS targets
which include Group, Team, and Individual performance elements (2024: charge
£1.8m).

 

Carried interest plan credit

 

The carried interest plan credit of £7.0m (2024: £7.9m credit) relates to
the recalculation of liabilities under the Group's carry schemes, reflecting
the unrealised portfolio losses in the period. The liabilities are calculated
based upon any excess of current fair value above cost and the hurdle rate of
return within each scheme or vintage. Any payments will only be made following
the full achievement of cost and hurdle via cash proceeds and are only paid on
the event of a cash realisation.

 

Consolidated statement of financial position

 

A summary analysis of the Group's assets and liabilities from the pro forma
balance sheet is provided below:

                                           Year ended 31 December 2025  Year ended 31 December 2024

                                           £m                           £m
 Portfolio                                 908.1                        852.1
 Other non-current assets                  19.8                         1.9
 Other net current assets/(liabilities)    (3.0)                        (6.3)
 Cash and deposits                         211.0                        285.6
 Borrowings                                (122.8)                      (129.1)
 Other non-current liabilities             (38.0)                       (51.7)
 Total Equity or Net Assets Value ("NAV")  975.1                        952.5
 NAV per share                             110.4p                       97.7p

The composition of, and movements in, the Group's portfolio are described in
the portfolio review above.

Portfolio valuations

 

In terms of the funding round dynamics in the period, the proportion of down
rounds (i.e. rounds raised at a lower valuation than the previous financing
round) within the period increased marginally from the previous year at 31%
(2024: 32%). For seven of the eight down rounds, impairments had been
recognised already in the Group's previous full year results in anticipation
of the funding round outcomes. There was, however, evidence that the funding
market for private companies remains challenging, resulting in the Group
recognising funding-related valuation reductions in Oxa (£30.5m), Bramble
(£12.4m) and First Light Fusion (£10.8m).

 

2025 saw an increased level of capital raised by the portfolio compared to
2024, with £914m raised (2024: £784m), of which the majority (93%) was
raised as equity with only 7% raised as debt. Of this amount £199m related to
the Hinge Health IPO and £217m related to Centessa's underwritten public
offering. In line with long-term trends, IP Group contributed around 7% (2024:
10%) of the total capital raised by our portfolio in the period.

In the year we commissioned third-party valuation reports for three companies,
namely Hysata, our Pfizer obesity royalty interest and Microbiotica (2024: six
companies).

                                                         Year ended                      Year ended

                                                         31 December 2025                31 December 2024
 Analysis of priced funding rounds in private portfolio  Number of companies  %          Number of companies  %
 Up round                                                14                   54%        10                   52%
 Flat round                                              4                    15%        3                    16%
 Down round                                              8                    31%        6                    32%
 Total                                                   26                   100%       19                   100%

 

The above table reflects priced funding rounds in the private portfolio
(excluding organic and de minimis companies) and excludes debt funding and
funding transactions where a subsequent tranche is drawn based on pre-agreed
pricing.

The table below summarises the valuation basis for the Group's portfolio.
Further details on the Group's valuation policy and approach can be found in
notes 13 and 14.

                                                                        Year ended 31 December 2025

                                                                        £m                           Year ended

                                                                                                     31 December 2024

                                                                                                     £m
 Quoted                                                                 133.2                        133.1
 Financing transaction (<12 months)                                     177.9                        216.0
 Financing transaction (>12 months)                                     159.0                        53.5
 Other: Future market/commercial events                                 75.3                         59.6
 Other: Adjusted financing price based on past performance - upwards    -                            35.9
 Other: Adjusted financing price based on past performance - downwards  58.0                         151.7
 Other: Discounted cash flow ("DCF")                                    234.8                        97.2
 Other: Revenue multiple                                                13.4                         13.1
 Other: Receipt of expected sale proceeds                               14.5                         20.1
 Fair value of investments                                              866.1                        780.1
 Statements from LP                                                     42.0                         58.1
 Assets held for sale(1)                                                -                            13.9
 Total portfolio                                                        908.1                        852.1

 (1)Assets held for sale are valued at the agreed sale price unless quoted,
and hence are excluded from the valuation basis analysis

 

Other assets and liabilities

 

Other long-term liabilities relate to carried interest (described above), and
loans from LPs of consolidated funds; IP Venture Fund II LP is a fund in which
the Group has a significant interest. Loans from third parties of consolidated
funds represent third-party loans into this partnership. These loans are
repayable only upon these funds generating sufficient realisations to repay
the Limited Partners.

 

Borrowings

 

Most of the Group's outstanding debt relates to a £120m private placement
issued in 2022 and 2023. This loan has a fixed interest rate of 5.25% and is
due to be repaid with three equal maturities in December in 2027, 2028 and
2029. The Group also had a £3.1m fixed-interest loan with the European
Investment Bank (2024: £9.4m), the last remaining repayment was made in
January 2026 settling the loan.

Under the terms of the £120m private placement, the Group is required to
maintain a minimum balance of cash and cash equivalents which includes
deposits maturing within 30 days held by any subsidiary of £25m at any time,
equity must be exceed £500m and gross debt less restricted cash must not
exceed 25% of total equity as at the Group's 30 June and 31 December reporting
dates. See Note 20 for further detail

The private placement also includes 'Cash Trap' provisions which stipulate
that the Group is required to maintain cash and cash equivalents of no less
than £50m at any time, equity must be at least £750m, and gross debt less
restricted cash must not exceed 20% of total equity as at the Group's 30 June
and 31 December reporting dates. In the event of the Cash Trap being
triggered, the Group is not permitted to pay or declare a dividend or purchase
any of its shares. In addition, investments are restricted to £2.5m per
calendar quarter other than those legally committed to. The Group is also
required to place the net proceeds of all cash proceeds (over a threshold of
£1m) into a blocked bank account. Entering a Cash Trap does not constitute a
default.

Following the change in investment entity basis, the Group undertook a
detailed review of the classification of cash and cash equivalents for
reporting and financing purposes, including engagement with noteholders to
ensure a shared understanding of relevant definitions. Further detail is
provided in the notes to the financial statements.

Cash and deposits

 

At 31 December 2025, the Group's cash and deposits totalled £211.0m, a
decrease of £74.6m from a total of £285.6m at 31 December 2024,
predominantly due to outflows from investing activities of £70.5m, a £19.5
net cash outflow from operations, £45.7m spent on the share buyback scheme
and a £6.3m cash outflow from the repayment of debt, net of an inflow of cash
proceeds from the sale of equity and debt investments of £52.5m, a £10m
inflow from sale of assets held for sale and distributions from limited
partnerships of £5.6m.

Of the total cash and deposits of £211.0m, £16.5m of cash is held in
consolidated subsidiaries and the remainder in fair value investment
subsidiaries.

Investments and realisations

The Group invested a total of £70.5m across 33 portfolio companies during the
year (2024: £63.0m; 38) and realised cash proceeds of £68.1m (2024:
£183.4m).

Largest investments and realisations by portfolio company:

 

 Investments                          £m      Cash Realisations                 £m
 Oxa Autonomy Limited                 7.5     Hinge Health, Inc.                18.4
 Artios Pharma Limited                5.4     Intelligent Ultrasound Group plc  8.8
 RAGE Biotech Pty Ltd                 5.4     Centessa Pharmaceuticals plc      7.2
 First Light Fusion Limited           5.0     Technikos LLP                     5.4
 Fortify Solutions Cambridge Limited  3.7     Abliva AB                         5.1
 Other                                43.5    Other                             23.2
 Total                                70.5    Total                             68.1

 

Deferred consideration from both expected royalty and milestone achievement
was estimated at £54.4m at 31 December 2025 (2024: £20.1m), relating to the
Group's realisation of Zihipp (£36.4m, exited in 2023), Featurespace
(£10.1m, exited in 2024), Enterprise Therapeutics (£3.5m, programme exited
in 2020), Oxular (£1.9m, exited in 2024), Monolith AI (£1.9m, exited in
2025) and Kynos Therapeutics (£0.5m exited in 2024).

 

Share buyback

 

The Board remains committed to making regular cash returns from realisations,
normally made in the form of share buybacks when the share price discount to
NAV exceeds 20%. On 18 November 2025 the Group completed its announced £75m
buyback programme. The buyback was originally announced on 18 December 2023
with an initial £20m, subsequently increased by £10m on 7 October 2024,
£25m on 9 January 2025 and £20m on 26 June 2025. Since commencing its
buyback programme, the Group has purchased 157,968,634 shares at an average
price of 47.5p per share for an aggregate consideration of £75m. Of the
shares acquired under the buyback programme, 4,481,489 were used to settle
employee share-based payments in 2024, and the remainder were cancelled. The
Company's issued share capital consists of 883,427,642 ordinary shares with
voting rights and there are no ordinary shares held in treasury.

Taxation

 

The Group typically holds at least a 10% equity holding in its portfolio
companies and as a result most of the portfolio will qualify for the
Substantial Shareholdings Exemption ("SSE") on disposal. On these companies,
capital gains are exempt from UK corporation tax and hence no deferred tax is
recognised on capital gains at the balance sheet date for SSE-qualifying
companies.

 

Capital gains from companies not qualifying for SSE will be at least partially
offset by a deduction for the Group's current year net overheads and further
reduced by using brought-forward tax losses relating largely to the Group's
historic net overheads (restricted to 50% above a £5m annual threshold). As a
result, the tax rate payable on any non-SSE disposals will be significantly
less than the headline UK corporation tax rate of 25%. Deferred tax is
calculated on non-SSE disposals and recognised through the income statement.
In the current year the income statement credit was £2.1m and the cumulative
balance sheet liability including amounts in fair valued companies was £3.7m.

An £8.3m asset has been recognised in respect of losses held in investment
entity subsidiaries where the recognition criteria are met. We consider that
there is convincing evidence that sufficient taxable income will be generated
in the future, supported by the acquisition of Metsera by Pfizer for
consideration of up to $10 billion and the combined probability of success
across multiple programmes. Within Pfizer's anti-obesity portfolio, this
includes the lead programme which has entered Phase 3 trials at the balance
sheet date, and four other programmes which are in clinical trials, as well as
a separate Phase 3-ready programme licensed to Carrick Therapeutics.

The Group complies with relevant global initiatives including the US Foreign
Account Tax Compliance Act ("FATCA") and the OECD Common Reporting Standard.

Alternative Performance Measures ("APMs")

 

The Group discloses alternative performance measures, such as NAV per share
and Return on NAV, in this annual report. The Directors believe that these
APMs assist in providing additional useful information on the underlying
trends, performance, and position of the Group. Further information on APMs
utilised by the Group is set out in note 29.

 

David Baynes

CFOO

16 March 2026

 

RISK MANAGEMENT

 

Managing risk: our framework for balancing risk and reward

 

Governance

 

Overall responsibility for the risk framework and definition of risk appetite
rests with the Board which, through regular review of risks, ensures that risk
exposure is balanced with an ability to achieve the Group's strategic
objectives. The IP Group Risk Council is the Executive body that operates to
establish, recommend and maintain an appropriate risk management framework for
the Group and to oversee the effective application of the framework across the
business. The Risk Council is chaired by the CFOO, its members include the
Company Secretary, Finance Director and Group Risk Officer, and it has
representation from operational business units as required during the year.
Risk identification is carried out through a bottom-up process via operational
risk registers maintained by individual teams, which are updated and reported
to the Risk Council at least annually. There is additional top-down input from
Executive Management, with a Non-executive review carried out by the Audit and
Risk Committee at least annually.

 

Risk management process

 

Ranking of the Group's risks is carried out by combining a scoring of their
impact and likelihood. Operational risks are aggregated into strategic risks,
which identifies key themes, and ultimately informs our principal risks, which
are described in the principal risks and uncertainties section of this report.
The operations of the Group, and the implementation of its objectives and
strategy, are subject to a number of principal risks and uncertainties. Were
more than one of the risks to occur together, the overall impact on the Group
may be compounded. The design and ongoing effectiveness of the material
controls over the Group's principal risks are documented using a "risk and
control matrix", which includes an assessment of the design and operating
effectiveness of the controls in question. The material controls over the
Group's identified principal risks are reviewed as part of the Group's risk
management process, by management, the Audit and Risk Committee and the Board
during the year. However, the Group's risk management programme can only
provide reasonable, not absolute, assurance that principal risks are managed
to an acceptable level.

 

Risk management activity in 2025 included updating the Group's existing
operational, strategic and principal risk registers; updating and testing the
material controls over principal risks; and the appropriateness of our
principal risks and discussion of emerging risks via a Board risk workshop.

 

Risk Council activity

 

During 2025, the Risk Council continued to oversee the Group's existing risk
management framework, enhancing risk management and internal control processes
and, in doing so, supported the Board in exercising its responsibility
surrounding risk management.

 

During the year, the Risk Council focused on developing the implementation
plan for the revised UK Corporate Governance Code, released in January 2024,
which introduced new review and reporting requirements for material controls
("Provision 29 requirements") effective for financial years beginning on or
after 1 January 2026. As part of this work, the Risk Council held further
PwC-facilitated workshop sessions to finalise the Group's list of material
operational, financial, compliance and non-financial reporting controls
aligned to the Group's identified material risks.  PwC was also engaged to
perform control design and operating effectiveness testing, while the Risk
Council worked closely with control owners to address areas requiring
improvement. In 2026 the Risk Council will shift its focus to regular testing
of the Group's material controls to firmly embed the new regime and ensure
that any issues identified are resolved promptly.

 

Other areas of focus for the Risk Council during the year included:

•     Review of consolidated operational risk registers following annual
updates

•     Monitoring the completion status of remediation points raised by
an FY24 internal audit review

•     Review of the results of an annual testing of the Group's material
controls performed by PwC's internal audit team

•     Facilitating executive team and board risk workshops

•     Monitoring of the Group's key risk indicators

•     Discussing material controls, developments in the year and
emerging risks with the Head of IT & Operations and the People Director in
respect of Group's cyber and people risks respectively

•     Review of the Group's Cyber Crisis Response Framework and
oversight of annual simulation training

•     Other procedural matters including overview of the completion
status of e-learning programmes, review of the Group's conflicts register and
review of gifts and hospitality as part of our anti-bribery controls

 

The Risk Council was supported during the year by PwC's Internal Audit team
which conducted testing work over the design and operating effectiveness of
the Group's material controls over its principal risks and advised on the
implementation of the UK Corporate Governance Code 2024 Provision 29
requirements as set out above.

 

Principal and emerging risks

 

A summary of the principal risks affecting the Group and the steps taken to
manage these is set out in this section. Further discussion of the Group's
approach to principal risks and uncertainties is given in the Corporate
Governance Statement and the Audit and Risk Committee Report, while further
disclosure of the Group's financial risk management is set out in note 4 to
the consolidated financial statements.

 

As part of the Group's preparation for the forthcoming internal controls
regime, a workstream to identify the Gorup's material risks was undertaken.
This assessment reviewed all existing strategic level risks to the Group and
from this list approximately 25% of these met the threshold for materiality.
None of the strategic risks identified as material mapped to the Group's
"Operations" principal risk, the risk that the Group may be negatively
impacted by operational issues both from a UK central and international
operations perspective, indicating that this risk was no longer material to
the Group. The executive team noted that its potential impact had
significantly reduced, the relevance of the risk had diminished following the
discontinuation of the Hong Kong business launch and the successful
establishment of the Australian business had substantially lowered the
likelihood of occurrence. The Board considered these findings at its December
2025 risk workshop and agreed to remove the "Operations" principal risk.

 

Risk appetite

 

The Group accepts that certain risks are inherent in achieving its strategic
aims, which are set out in the Strategy section of the Group's report Annual
Report and Accounts. The Group accepts risk provided it is consistent with the
Group's purpose and strategy, and where it can be effectively managed and
offers an appropriate trade-off between risk and reward. The Board has
determined its risk appetite in relation to each of its principal risks and
considered appropriate metrics to monitor performance relative to defined
thresholds.

 

Risk appetite ratings defined:

 

Very low: Following a marginal risk, marginal reward approach that represents
the safest strategic route available

Low: Seeking to integrate sufficient control and mitigation methods in order
to accommodate a low level of risk, though this will also limit reward
potential.

Balanced: An approach which brings a moderate chance of success, considering
the risks, along with reasonable rewards, economic and otherwise

High: Willing to consider bolder opportunities with higher levels of risk in
exchange for increased business payoffs

Very high: Pursuing high-risk, inherently uncertain options that carry with
them the potential for high-level rewards

Emerging risks: The Group identifies and monitors emerging risks through
regular updates to the Group's operational risk registers, horizon scanning
and risk-severity assessments. In 2025, the Group considered several themes
that, while related to existing principal risks, reflected new developments or
shifts in the external environment that could alter their potential impact or
likelihood. Areas monitored during the year included: (1) valuation and market
risks associated with a potential correction in public markets should
AI-related stocks under-deliver, which could affect sentiment and comparables
for venture portfolios risk to the Group in the longer term. (2) funding and
ecosystem risks, notably the increasing shortage of UK scale-up capital and
the growing trend of early-stage companies considering re-domiciling to the
US. (3) Broader economic, societal, geopolitical and regulatory shifts that,
while encompassed within existing principal risks, have shown signs of
accelerating and therefore required enhanced monitoring.

 

PRINCIPAL RISKS AND UNCERTAINTIES

 

 1                                         The Group may have insufficient capital to deliver its investment strategy      The Group's business model relies on the recycling of capital for
                                                                                                                           re-investment from realisations, with a proportion of realisations also being
                                                                                                                           allocated to shareholder returns. In the longer term, other sources including
                                                                                                                           debt and equity issues may be used to manage the Group's capital position. The
                                                                                                                           ability of the Group to deliver realisations and raise additional funding is
                                                                                                                           influenced by macroeconomic and capital market conditions.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 3 4                                                                                                                       •     The Group has significant balance sheet capital and managed funds          Low

                                                                                                                         capital to deploy in portfolio opportunities
 Access to sufficient capital allows the Group to deliver its investment

 strategy thereby delivering attractive financial returns                                                                  •     The Group regularly forecasts cash requirements of the portfolio
                                                                                                                           to ensure that the Group's investment plans reflect currently available
                                                                                                                           capital and expected realisations

                                                                                                                           •     The Group actively monitors compliance with the NPA covenants on
                                                                                                                           an ongoing basis and maintains an ongoing dialogue with its noteholders
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     The Group may not be able to provide the necessary capital to key                                                   •     Cash proceeds totalled £68.1m in 2025                                      No change
 assets, which may affect the portfolio companies' performance or dilute future

 returns of the Group                                                                                                      •     The Group raised £29.0m of third party-funds during 2025

 •     The Group may not be able to realise capital from its portfolio to                                                  •     The Group remains well positioned to benefit from the Mansion
 fund the desired level of investment activity in the portfolio                                                            House related reforms. Investor engagement and fundraising capability were
                                                                                                                           enhanced during the year.

                                                                                                                           •     Hinge Health completed its IPO on NYSE in 2025, increasing the
                                                                                                                           liquidity position of the portfolio

                                                                                                                           •     We continue to maintain an active dialogue with the Group's major
                                                                                                                           equity investors and debt investors

                                                                                                                           •     The Group's share price continued to trade below NAV during the
                                                                                                                           year

                                                                                                                           •     The quoted portfolio value saw a fair value increase of £4.1m in
                                                                                                                           the year
 2                                         It may be difficult for the Group's portfolio companies to attract sufficient   Many of the Group's portfolio companies are in their development or growth
                                           capital                                                                         phases and will fund their growth through raising additional capital from IP
                                                                                                                           Group and other co-investors. The ability of portfolio companies to attract
                                                                                                                           further capital is influenced by their financial and operational performance
                                                                                                                           and the general economic climate and trading conditions, particularly in the
                                                                                                                           UK.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 3 4                                                                                                                       •     The Group maintains Board representation on the majority of its            Balanced

                                                                                                                         portfolio companies and monitors their funding position and plans

 Access to sufficient levels of capital allows the Group's portfolio companies

 to invest in technology and commercial opportunities to ensure future                                                     •     The Group regularly forecasts cash requirements of the portfolio
 financial returns.                                                                                                        and tracks those with a heightened funding risk

                                                                                                                           •     The Group operates a corporate finance function, which is
                                                                                                                           experienced in carrying out fundraising mandates for portfolio companies

                                                                                                                           •     The Group maintains close relationships with a wide variety of
                                                                                                                           co-investors that focus on companies at differing stages of development
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     Portfolio companies may not be able to close investment rounds,                                                     •     The Group's portfolio raised £914m in 2025, with £70.3m (7.7%)             No change
 reducing their ability to scale quickly and in extremis leading to company                                                of this funding being provided by IP Group

 failure

                                                                                                                         •     IP Capital worked on 5 corporate finance engagements during the
 •     Reduced investor appetite may lead to lower valuation funding                                                       year
 rounds, resulting in an unrealised fair value loss in the value of the Group's

 holding                                                                                                                   •     Excluding the Oxford Nanopore holding, the Group held board seats

                                                                                                                         on 88.6% of portfolio companies valued at greater than £5m by value
 •     Lack of investor appetite for IPOs may mean that this is not a

 viable funding option for portfolio companies in the short to medium term                                                 •     Our third-party funds had capital to deploy of £64.1m at year end

                                                                                                                           •     IP Group hosted its 2025 Capital Markets Day offering investors a
                                                                                                                           comprehensive update on company performance, portfolio progress and strategic
                                                                                                                           positioning in the UK deeptech ecosystem.

                                                                                                                           •     We continued international investor roadshows in the year in the
                                                                                                                           US, UK, EU and Middle East
 3                                         The returns generated by the Group's portfolio may be insufficient              The Group's portfolio of science-based businesses has the potential to deliver
                                                                                                                           outsize returns, however they are by their nature riskier than more stable,
                                                                                                                           lower-yielding asset classes or companies. The Group may not realise a
                                                                                                                           sufficient return on its invested capital at an individual company or overall
                                                                                                                           portfolio level.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 3 4                                                                                                                       •     The Group's employees have significant experience in sourcing,             High

                                                                                                                         developing and growing early-stage technology companies to significant value
 Insufficient investment returns reduce the Group's ability to deliver

 attractive returns to shareholders and may also limit the Group's ability to                                              •     There is a rigorous process for the approval of investments and
 raise additional capital.                                                                                                 divestments within a delegated authority framework

                                                                                                                           •     Members of the Group's investment teams typically serve as
                                                                                                                           non-executive directors to portfolio companies to help identify and remedy
                                                                                                                           critical issues

                                                                                                                           •     The Group has portfolio company holdings across different sectors
                                                                                                                           to reduce the impact of a single company failure or sector decline

                                                                                                                           •     The Group employs a capital-efficient process deploying low levels
                                                                                                                           of initial capital to enable identification and mitigation of potential
                                                                                                                           failures at the earliest possible stage
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     Portfolio company failure directly impacts the Group's value and                                                    •     We completed three new balance sheet investments during the year,          No change
 profitability                                                                                                             and a further 15 within Parkwalk

 •     Concentration of value within a small numbers of companies could                                                    •     Excluding the Oxford Nanopore holding, the Group held board seats
 exacerbate the impact of any impairment or failure of one or more of these                                                on 88.6% of portfolio companies valued at greater than £5m by value
 companies

                                                                                                                         •     The Group's IP license portfolio, most notably its economic
 •     The value of the Group's drug discovery and development portfolio                                                   interest in Zihipp increased materially in the year following rapid clinical
 companies may be significantly impacted by a negative clinical trial result                                               development by Metsera and its acquisition by Pfizer in November 2025.
 4                                         The Group may lose key personnel or fail to attract and integrate new           The industry in which the Group operates is a specialised area and the Group
                                           personnel                                                                       requires highly qualified and experienced employees. There is a risk that the
                                                                                                                           Group's employees could be hired by competitors or other technology-based
                                                                                                                           companies and organisations or could otherwise choose to leave the Group.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 2 4 5                                                                                                                     •     Detailed succession plan in place for all senior employees and             Low

                                                                                                                         other selected key-person dependencies
 The Group's strategic objective to develop and scale a portfolio of compelling

 science-based businesses capable of delivering attractive financial returns on                                            •     Regular compensation benchmarking carried out for all employees
 our assets, is dependent on the Group's employees who work with the portfolio

 companies and those who support them.                                                                                     •     Maintenance of a balanced incentive package comprising a mix of
                                                                                                                           salary, benefits, performance-based long-term incentives, and benefits such as
                                                                                                                           flexible working and salary sacrifice arrangements

                                                                                                                           •     The Group encourages employee development and progression through
                                                                                                                           targeted learning and development activity, coaching and mentoring and
                                                                                                                           supports this through the annual appraisal process

                                                                                                                           •     The Group promotes an open culture of communication and provides
                                                                                                                           an inspiring and challenging workplace where people are given autonomy to do
                                                                                                                           their jobs. The Group is fully supportive of flexible working, empowering
                                                                                                                           employees to work where and how works best to deliver against the requirements
                                                                                                                           of their role

                                                                                                                           •     An employee forum, "IP Connect" with an appointed designated
                                                                                                                           Non-executive Director to facilitate dialogue with the Board in both
                                                                                                                           directions. Part of IP Connect's remit is also to support the evolution of the
                                                                                                                           culture and continuous improvement of working life at the Group
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 Loss of key executives and employees of the Group or an inability to attract,                                             •     Continued excellent employee engagement scores obtained in the             No change
 retain and integrate appropriately skilled and experienced employees could                                                year from employee engagement surveys, with eNPS of+30 remaining broadly

 have an adverse effect on the Group's competitive advantage, business,                                                    consistent with the previous year (2024: +31), which is within the "very high"
 financial condition, operational results and future prospects.                                                            category

                                                                                                                           •     Continued high frequency of employee communications from Executive
                                                                                                                           Directors, People Director and other leadership team members via regular
                                                                                                                           virtual and in-person all-staff meetings

                                                                                                                           •     Approximately 66% of employees in place at 31 December 2025 have
                                                                                                                           been with the Company for at least five years

                                                                                                                           •     The Group experienced a higher number of regretted leavers within
                                                                                                                           its investment teams than in previous years (2025: 3; 2024: 1)
 5                                         Macroeconomic conditions may negatively impact the Group's ability to achieve   Adverse macroeconomic conditions including volatility in interest rates and
                                           its strategic objectives                                                        inflation could reduce appetite for investment within the sectors in which we
                                                                                                                           operate. Geopolitical uncertainty including global conflicts may impact the
                                                                                                                           cost of raw materials; changes to the labour market regulations may reduce the
                                                                                                                           availability of highly skilled staff within the Group's portfolio; and
                                                                                                                           protectionist policies may reduce trade and cross-border investment.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 3                                                                                                                         •     Senior management receive regular capital market and economic              High

                                                                                                                         updates from the Group's capital markets team and its brokers
 The Group's strategic objective to develop a portfolio of commercially

 successful portfolio companies and deliver attractive financial returns on our                                            •     Regular capital allocation process and ongoing monitoring against
 assets and third-party funds can be materially impacted by the current                                                    agreed budget
 macroeconomic environment.

                                                                                                                           •     Regular oversight of upcoming capital requirements of portfolio
                                                                                                                           from both the Group and third parties

                                                                                                                           •     The Group's Risk Council monitors key macroeconomic trends that
                                                                                                                           may impact the Group
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     The success of those portfolio companies that require significant                                                   •     Macroeconomic conditions continued to stabilise throughout 2025,           No change
 external funding may be influenced by the market's appetite for investment in                                             with easing inflation across major advanced economies supporting expectations

 early-stage and growth companies                                                                                          of a gradual shift toward monetary loosening. In the UK, annual CPI inflation

                                                                                                                         declined to 3.2% in November 2025, its lowest level in eight months,
 •     Of the Group's portfolio value, 14.7% is held in companies quoted                                                   indicating continued but incomplete progress toward the 2% target. The Bank of
 on public markets and therefore subject to market price volatility                                                        England reduced the UK base interest rate to 3.75% in December down from 4.50%
                                                                                                                           earlier in the year, reflecting a gradual shift toward monetary easing as
                                                                                                                           inflation moderated.

                                                                                                                           •     Geopolitical tensions persisted in 2025. Global conflicts and
                                                                                                                           renewed trade frictions, including heightened tariff uncertainty following the
                                                                                                                           US political transition, continued to shape market sentiment and contribute to
                                                                                                                           wider macroeconomic uncertainty.

                                                                                                                           •     The Group has maintained significant cash reserves available for
                                                                                                                           investment and as such is well placed to respond to macroeconomic uncertainty
 6                                         There may be changes to, impacts from, or failure to comply with, legislation,  There may be negative impacts from changes in government policy, regulation or
                                           government policy and regulation                                                legislation and taxation. The Group may fail to comply with legislation and
                                                                                                                           regulation, leading to financial and reputational damage.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 2                                                                                                                         •     The Group utilises professional advisors as appropriate to support         Low

                                                                                                                         its monitoring of, and response to changes in, tax, insurance or other
 The Group's strategic objectives of creating and maintaining a portfolio of                                               legislation
 compelling opportunities to deliver attractive returns for shareholders could

 be materially impacted by failure to comply with, or adequately plan for, a                                               •     The Group delivers regular training in areas including bribery and
 change in legislation, government policy or regulation.                                                                   anti-money laundering and regulatory compliance

                                                                                                                           •     The Group has internal policies and procedures to ensure its
                                                                                                                           compliance with applicable regulations

                                                                                                                           •     The Group maintains Directors and officers ("D&O") and
                                                                                                                           professional indemnity insurance policies

                                                                                                                           •     The Group responds to public consultations and is in dialogue with
                                                                                                                           the UK Government in policy areas such as the Enterprise Investment Scheme
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     Changes to tax legislation or the nature of the Group's                                                             •     Ongoing focus on regulatory compliance, including third-party              No change
 activities, in particular in relation to the Substantial Shareholder                                                      reviews and utilisation of specialist advisors

 Exemption, may adversely affect the Group's tax position and accordingly its

 value and operations                                                                                                      •     The Government announced it will increase EIS and Knowledge

                                                                                                                         Intensive company investment limits, part of a wide package of
 •     Regulatory changes or breaches could ultimately lead to withdrawal                                                  entrepreneurship measures aimed at supporting start-up and scale-up investment
 of regulatory permissions for the Group's authorised subsidiaries, resulting

 in loss of fund management contracts, reputational damage or fines
 7                                         The Group and its portfolio companies may be subjected to cyber attacks         A significant cyber/information security breach either within the Group or one
                                                                                                                           of its portfolio companies could result in financial and reputational damage,
                                                                                                                           business disruption and the loss of commercially sensitive information.
 Link to strategy                                                                                                          Actions taken by management                                                      Risk appetite

 2                                                                                                                         •     The Group reviews its data and cyber security processes with its           Low

                                                                                                                         external outsourced IT providers and applies the UK Government's "ten steps"
 The Group's strategic objectives of creating and maintaining a portfolio of                                               framework or other national equivalents where relevant
 compelling opportunities to deliver attractive returns for shareholders could

 be materially impacted by a serious cyber security breach at a corporate or                                               •     Regular IT management reporting framework in place
 portfolio company level.

                                                                                                                           •     Internal and third-party reviews of policies and procedures to
                                                                                                                           ensure appropriate framework in place to safeguard data

                                                                                                                           •     Assessment of third-party suppliers of cloud-based and on-premises
                                                                                                                           systems in use

                                                                                                                           •     Annual Cyber and IT training is supplemented by regular bite-sized
                                                                                                                           and interactive cyber security training

                                                                                                                           •     Network and infrastructure security systems to respond to emerging
                                                                                                                           threats

                                                                                                                           •     Strategic level legal and external communications resource to
                                                                                                                           supplement the Group's response resources in the event of a serious cyber
                                                                                                                           incident
 Examples of risk                                                                                                          Development during the year                                                      Change from 2024

 •     The Group, or one, or a combination of, its portfolio companies                                                     •     Ongoing focus on IT security and staff training                            No change
 could face significant fines from a data security breach

                                                                                                                         •     Continued programme of phishing and penetration testing
 •     The Group or one of its portfolio companies could be subjected to

 a phishing attack, which could lead to invalid payments being authorised or a                                             •     Implementation of additional cyber security systems to provide
 sensitive information leak                                                                                                enhanced threat detection

 •     A malware or ransomware attack could lead to systems becoming                                                       •     A cyber attack simulation was undertaken in the year to rehearse
 non-functioning and impair the ability of the business to operate in the short                                            the response to a serious cyber incident.
 term

 

Key

STRATEGIC PILLARS

1 Have an impact on the world that counts

2 Develop our unique insight, expertise and access

3 Accelerate value creation

4 Build a truly differentiated reputation

5 Be a home for exceptional talent

 CHANGE FROM 2024
 Increase

 Decrease

 No change
 RISK APPETITE
 Very low

 Low

 Balanced

 High

 Very high

 

Viability statement

 

The Directors have carried out a robust assessment of the viability of the
Group over a three-year period to December 2028, considering its strategy, its
current financial position, its principal risks and its emerging risks. The
three-year period reflects the time horizon reviewed by the Board, and over
which the Group places a higher degree of reliance over the forecasting
assumptions used.

The strategy and associated principal risks underpin the Group's three-year
financial plan and scenario testing, which the Directors review and approve at
least annually. As a business that seeks to accelerate the impact of science
for a better future through our portfolio companies, our business model seeks
to balance cash investments, the generation of portfolio returns and portfolio
realisations. The three-year plan is built using a bottom-up model using
assumptions for:

•     the level of portfolio investment

•     the level of realisations from the portfolio (net of carried
interest payments)

•     the financial performance (and valuation) of the underlying
portfolio companies

•     the Group's drawdown and repayment of its debt

•     the Group's ability to raise further capital

•     the level of the Group's net overheads and

•     the level of dividends and share buybacks

Of the Group's principal risks, those relating to insufficient capital (both
Group and portfolio companies), insufficient investment returns and
macroeconomic conditions are deemed to be the most relevant to the Group's
viability assessment, due to their potential to impact the Group's liquidity
position and net asset position, both of which directly impact the level of
headroom over the Group's debt covenants. Other principal risks including
personnel risk; legislation, governance and regulation and; cyber and IT could
all have an impact on the Group's performance but are less likely to have a
direct impact on viability within the assessment period.

To assess the impact of the principal risks highlighted above on the prospects
of the Group, the financial plan is stress-tested by modelling severe, but
plausible, and intermediate downside scenarios, where adverse impacts across
the Group's principal risks relating to insufficient capital, insufficient
investment returns, and macroeconomic conditions were considered as part of
the review. Under the severe downside scenario, an 80% reduction in planned
realisations and a £54m decline in portfolio fair values were considered
together with a series of mitigating actions, including reducing planned
levels of investment, suspension of share buybacks from 2026, distressed sales
of assets and the repayment of the Group's debt.

Under these stress-testing scenarios, significant reductions to portfolio
investments are made to preserve the Group's remaining cash balances. In all
scenarios modelled, the Group remains solvent throughout the three-year period
with no breach of debt covenants or a "cash trap period" occurring. See note
19 for further details on cash trap arrangements.

Based on this assessment, the Directors have a reasonable expectation that the
Group will continue to operate and meets its liabilities, as they fall due,
up to December 2028.

 

Strategic Report approval

The Strategic Report as set out above has been approved by the Board.

The financial information set out below has been extracted from the Annual
Report and Accounts of IP Group plc for the year ended 31 December 2025 and is
an abridged version of the full financial statements, not all of which are
reproduced in this announcement. Directors' Responsibilities Statement The
responsibility statement set out below has been reproduced from the Annual
Report and Accounts, which will be published in April 2026, and relates to
that document and not this announcement.

Each of the Directors confirms to the best of their knowledge:

• The Group financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards ("UK-adopted IFRS") and
give a true and fair view of the assets, liabilities, financial position and
profit and loss of the Group.

• The Annual Report and Accounts includes a fair review of the development
and performance of the business and the financial position of the Group and
the parent company, together with a description or the principal risks and
uncertainties that they face.

 

On behalf of The Board

Sir Douglas
Flint
Greg Smith

Chairman
                              Chief Executive Officer

16 March 2026

 

 

Consolidated Statement of Comprehensive Income.

 

                                                                              Note  2025    2024

                                                                                    £m      £m
 Portfolio return and revenue
 Change in fair value of equity and debt investments                          14    (70.1)  (246.1)
 Gain on disposal of equity and debt investments                              17    37.5    63.7
 Change in fair value of limited and limited liability partnership interests  15    (12.8)  (12.6)
 Gain on deconsolidation of subsidiaries                                      28A   117.8   -
 Revenue from services and other income                                       5     7.4     5.5
                                                                                    79.8    (189.5)
 Administrative expenses
 Carried interest plan credit                                                 23    7.0     7.9
 Share-based payment charge                                                   22    (2.4)   (1.9)
 Other administrative expenses                                                9     (23.4)  (25.3)
                                                                                    (18.8)  (19.3)
 Operating profit/(loss)                                                      8     61.0    (208.8)
 Finance income                                                                     10.2    8.8
 Finance costs                                                                      (6.4)   (6.7)
 Profit/(loss) before taxation                                                      64.8    (206.7)
 Taxation                                                                     11    2.1     (0.3)
 Profit/(loss) for the year                                                         66.9    (207.0)

 Other comprehensive income
 Items that may be subsequently reclassified to the income statement
 Exchange differences on translating foreign operations                             0.3     (3.0)
 Total comprehensive profit/(loss) for the year                                     67.2    (210.0)

 Attributable to:
 Equity holders of the parent                                                       67.1    (205.6)
 Non-controlling interest                                                           0.1     (4.4)
                                                                                    67.2    (210.0)
 Earnings/(loss) per share
 Basic (p)                                                                    12    7.24    (19.97)
 Diluted (p)                                                                  12    7.10    (19.97)

 

Consolidated statement of financial position.

As at 31 December 2025

                                                      Note  2025     2024

                                                            £m       £m
 ASSETS
 Non-current assets
 Goodwill                                                   0.4      0.4
 Property, plant and equipment                              -        0.8
 Investments in investment entity subsidiaries        28    1,073.8  -
 Joint venture investment                                   -        0.6
 Equity investments                                   14    -        713.8
 Debt investments                                     14    3.4      51.6
 Limited and limited liability partnership interests  15    1.2      58.1
 Receivable on sale of debt and equity investments    16    -        18.5
 Total non-current assets                                   1,078.8  843.8
 Current assets
 Assets held for sale                                 14    -        13.9
 Trade and other receivables                          18    3.3      6.3
 Receivable on sale of debt and equity investments    16    -        1.6
 Deposits                                             4     -        170.0
 Cash and cash equivalents                            4     16.5     115.6
 Total current assets                                       19.8     307.4
 Total assets                                               1,098.6  1,151.2
 EQUITY AND LIABILITIES
 Equity attributable to owners of the parent
 Called up share capital                              21    17.8     19.5
 Share premium account                                      102.5    102.5
 Capital redemption reserve                                 3.5      1.8
 Retained earnings                                          851.3    842.2
 Total equity attributable to equity holders                975.1    966.0
 Non-controlling interest                                   -        (13.5)
 Total equity                                               975.1    952.5
 Current liabilities
 Trade and other payables                             19    3.0      12.5
 Borrowings                                           20    119.7    6.3
 Total current liabilities                                  122.7    18.8
 Non-current liabilities
 Borrowings                                           20    -        122.8
 Carried interest plan liability                      23    -        27.3
 Deferred tax liability                               11    0.8      4.5
 Loans from limited partners of consolidated funds    20    -        19.9
 Other non-current liabilities                              -        5.4
 Total non-current liabilities                              0.8      179.9
 Total liabilities                                          123.5    198.7
 Total equity and liabilities                               1,098.6  1,151.2

 

Registered number: 04204490

The accompanying notes form an integral part of the financial statements. The
financial statements were approved by the Board of Directors and authorised
for issue on 16 March 2026 and were signed on its behalf by:

Greg Smith                            David Baynes

Chief Executive Officer           Chief Financial Officer

Consolidated statement of cash flows.

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                                              Note  2025 ((1))  2024

                                                                                     £m          £m
 Operating activities
 Profit/(loss) before taxation for the period                                       64.8        (206.7)
 Adjusted for:
 Change in fair value of equity and debt investments                          14    70.1        246.1
 Gain on disposal of equity investments                                       17    (37.5)      (63.7)
 Change in fair value of limited and limited liability partnership interests  15    12.8        12.6
 Gain on deconsolidation of subsidiaries                                      28A   (117.8)     -
 Carried interest plan and other deal incentives credit                       23    (7.0)       (7.9)
 Carried interest scheme payments                                             23    (4.3)       (2.5)
 Share-based payment charge                                                   22    2.4         1.9
 Finance income                                                                     (10.2)      (8.8)
 Finance costs                                                                      6.4         6.7
 Depreciation of right-of-use asset, property, plant and equipment                  0.5         0.6
 Corporate finance fees settled in the form of portfolio company equity             (0.1)       -
 Changes in working capital
 Decrease in trade and other receivables                                      18    (1.6)       (0.7)
 Increase in trade and other payables                                         19    (0.7)       (7.3)
 Distributions and drawdowns with limited partners of consolidated funds            (1.6)       0.1
 Other operating cash flows
 Interest received                                                                  4.3         4.5
 Net cash outflow from operating activities                                         (19.5)      (25.1)
 Investing activities
 Purchase of property plant and equipment                                           0.1         -
 Purchase of equity and debt investments                                      14    (68.0)      (60.8)
 Investment in limited and limited liability partnership funds                15    (2.5)       (2.2)
 Proceeds from sale of assets held for sale                                         10.1        -
 Proceeds from sale of equity and debt investments                            16    52.5        182.2
 Distribution from limited partnership funds                                  15    5.6         1.2
 Cash flow to deposits                                                              (173.2)     (230.0)
 Cash flow from deposits                                                            238.2       186.6
 Interest received on deposits                                                      5.8         5.9
 Cash derecognised on deconsolidation of subsidiaries                               (89.3)      -
 Net cash (outflow)/inflow from investing activities                                (20.7)      82.9
 Financing activities
 Repurchase of own shares                                                     21    (45.7)      (29.6)
 Lease principal payment                                                            (0.5)       (0.4)
 Interest paid                                                                      (6.4)       (6.8)
 Repayment of EIB loan facility                                               20    (6.3)       (6.1)
 Net cash (outflow) from financing activities                                       (58.9)      (42.9)
 Net (decrease)/increase in cash and cash equivalents                               (99.1)      14.9
 Cash and cash equivalents at the beginning of the year                             115.6       100.9
 Effect of foreign exchange rate changes                                            -           (0.2)
 Cash and cash equivalents at the end of the year                                   16.5        115.6

 

1 The movements in balances presented in the cash flows primarily relate to
the period up to 16 December 2025, prior to the change to Investment Entity
status. The cash flow presented for 2025 includes the movement for the full
2025 period, including both pre and post the entity meeting investment entity
status, with movement post the change to investment entity primarily
recognised through fair value movements in investments in subsidiaries. See
Note 3 for further information regarding the change in classification of the
group as an investment entity.

 

 

The accompanying notes form an integral part of the financial statements.

Consolidated Statement Of Changes In Equity.

FOR THE YEAR ENDED 31 DECEMBER 2025

                                                        Attributable to equity holders of the parent
                                                        Share     Share        Capital redemption reserve(5)  Retained      Total    Non-controlling  Total

                                                        capital   premium(1)    £m                            earnings(2)   £m       interest(3)      equity

                                                        £m        £m                                          £m                     £m               £m
 At 1 January 2024                                      21.3      102.5        -                              1,075.6       1,199.4  (9.1)            1,190.3
 Total comprehensive income for the period
 Loss for the year                                      -         -            -                              (202.6)       (202.6)  (4.4)            (207.0)
 Currency translation(4)                                -         -            -                              (3.1)         (3.1)    -                (3.1)
 Total comprehensive income for the period              -         -            -                              (205.7)       (205.7)  (4.4)            (210.1)
 Transactions with owners, recorded directly in equity
 Purchase of treasury shares(5)                         (1.8)     -            1.8                            (29.6)        (29.6)   -                (29.6)
 Equity-settled share-based payments(6)                 -         -            -                              1.9           1.9      -                1.9
 Total contributions by and distributions to owners     (1.8)     -            1.8                            (27.7)        (27.7)   -                (27.7)
 At 1 January 2025                                      19.5      102.5        1.8                            842.2         966.0    (13.5)           952.5
 Total comprehensive income for the period
 Profit for the year                                    -         -            -                              66.8          66.8     0.1              66.9
 Currency translation(4)                                -         -            -                              0.3           0.3      -                0.3
 Total comprehensive income for the period              -         -            -                              67.1          67.1     0.1              67.2
 Transactions with owners, recorded directly in equity
 Purchase of own shares(7)                              (1.7)     -            1.7                            (45.7)        (45.7)   -                (45.7)
 Equity-settled share-based payments(6)                 -         -            -                              1.1           1.1      -                1.1
 Change in investment entity status(8)                  -         -            -                              (13.4)        (13.4)   13.4             -
 Total contributions by and distributions to owners     (1.7)     -            1.7                            (58.0)        (58.0)   13.4             (44.6)
 At 31 December 2025                                    17.8      102.5        3.5                            851.3         975.1    -                975.1

 

1    Share premium - Amount subscribed for share capital in excess of
nominal value, net of directly attributable issue costs.

2    Retained earnings - Cumulative net gains and losses recognised in the
consolidated statement of comprehensive income net of associated share-based
payments credits and distributions to shareholders.

3    Non-controlling interest - Share of profits and  losses attributable
to the Limited Partners of IP Venture Fund II LP.

4    Currency translation - Reflects currency translation differences on
reserves non-GBP functional currency subsidiaries. Exchange differences on
translating foreign operations are presented before tax.

5    Purchase of treasury shares - during 2024, the Company purchased
45,280,605 ordinary shares, with an aggregate value of £0.9m which were
initially held in treasury. These were subsequently used to settle employee
share based payments of 4,481,489 prior to the remainder being cancelled in
September 2024 along with a further 26,493,520 treasury shares held at the
start of the year which were also cancelled at the same time. A further
20,609,101 shares with an aggregate value of £0.5m were purchased in the
period September to December 2024 and immediately cancelled. The nominal value
of the cancelled treasury share has been added to the capital redemption
reserve.

6    Equity-settled share-based payments - amounts recognised in respect of
the Group's share-based payments schemes recognised as a subsidiary investment
in the Company accounts with a corresponding entry against equity.

7    During 2025, the Company purchased and cancelled 91,858,626 ordinary
shares with an aggregate nominal value of £1.7m. At 31 December 2025
the company had nil treasury shares (FY24: nil). Retained profits have been
reduced by £45.7m (2024: £29.6m), being the net consideration paid for the
purchase of shares, including expenses directly relating to the share purchase

8    Following the change in investment entity status (see note 3), IP
Venture Fund II LP is no longer consolidated and the retained profit and
non-controlling interest relating to the European Investment Fund's ownership
share of the fund has been de-recognised, with a corresponding adjustment to
retained earnings.

Notes To The Consolidated Financial Statements.

 

1. Basis of preparation

 

A) Basis of preparation

The Annual Report and Accounts of IP Group plc ("IP Group" or the "Company")
and its subsidiary companies (together, the "Group") are for the year ended 31
December 2025. The principal accounting policies adopted in the preparation of
the financial statements are set out below. The policies have been
consistently applied to all the years presented, unless otherwise stated. The
Group financial statements have been prepared and approved by the directors in
accordance with UK-adopted international accounting standards ("UK-adopted
IFRS").

The preparation of financial statements in compliance with IFRS requires the
use of certain critical accounting estimates. It also requires Group
management to exercise judgement in the most appropriate selection of 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 2.

The financial statements are prepared on a historic cost basis except that
certain assets and liabilities are stated at their fair value in accordance
with UK-adopted IFRS.

Going concern

The financial statements are prepared on a going concern basis. The Directors
have completed a detailed financial forecast alongside severe but plausible
scenario-based downside stress-testing, including the impact of declining
portfolio values and a reduced ability to generate portfolio realisations.

At the balance sheet date, the Group had a gross cash and deposits balance
cash of £211.0m, of which £16.5m of cash is held in consolidated
subsidiaries and the remainder in fair value investment in subsidiaries. This
provides liquidity for around two years' operating expenses and portfolio
investment at recent levels, and scheduled debt repayments. Furthermore, the
Group has a portfolio of investments valued at around £1.0bn, which is
anticipated to provide further liquidity over the forecast period.

There was an inadvertent, technical breach the Group's financial covenants and
cash trap provisions in the year (see Note 20). In dialogue with noteholders
concerning the impact of the change in investment entity basis on the
presentation of cash and cash equivalents in the consolidated financial
statements, it was highlighted that cash was defined more tightly than cash
equivalents, being restricted to only cash held in IP Group plc, whereas cash
equivalents within any Group company were included. The Group had previously
been working on the basis that cash held anywhere within the Group qualified
for the purposes of the covenant, and this difference in interpretation only
became apparent through those discussions with noteholders. The Group held
£87.8m of cash and cash equivalents and a further £123.2m of deposits at the
balance sheet date, but insufficient cash was held directly by the parent.

The Group is remedying this by transferring cash and short-term deposits to
the parent after the period end and has also, after the period end, obtained a
waiver in respect of any and all historical breaches from the lender. This
breach has resulted in borrowings of £119.7m being reclassified from
non-current to current liabilities at the year end. The Group maintains an
ongoing dialogue with its noteholders and will monitor the covenants' position
against forecasts and budgets to ensure that it operates within the prescribed
limits. The liquid assets available to the Group including cash and cash
equivalents in portfolio companies far exceeded the outstanding borrowing at
the year end.

Accordingly, our forecasting indicates that the Group and its parent Company
has adequate resources to enable it to meet its obligations including its debt
covenants and to continue in operational existence for at least the next
twelve months from the approval date of the accounts. For further details see
the Group's viability statement above.

B) Basis of Consolidation - applied from 16 December 2025

Investment Entity Status
The Group's adoption of the investment entity exemption under IFRS 10,
including the date of adoption, accounting treatment and resulting impact on
consolidation and measurement, is set out in Note 3.

Consolidated subsidiaries

From 16(th) December 2025, the consolidated financial statements of the
Company (IP Group plc) include the results, cash flows and changes in equity
of the following subsidiaries, which are deemed to provide services that
relate to the Group's investment activities:

 Name of subsidiary undertakings         Nature of business                        % ownership
 Top Technology Ventures Limited((iii))  Investment and corporate finance advisor  100.0
 IP Venture Fund II (GP) LLP((iii))      General partner                           100.0
 IP Ventures (Scotland) Limited((iii))   General partner                           100.0
 IP2IPO Portfolio (GP) Limited((iii))    General partner                           100.0
 Parkwalk Advisors Limited               Investment advisor                        100.0

 

All other group subsidiaries are held at fair value.

 

C) Basis of Consolidation - applied until 16 December 2025

 

(i) Subsidiaries

Where the Group has control over an entity, it is classified as a subsidiary.
Typically, the Group owns a non-controlling interest in its portfolio
companies; however, in certain circumstances, the Group takes a controlling
interest and hence categorises the portfolio company as a subsidiary. As per
IFRS 10, an entity is classed as under the control of the Group when all three
of the following elements are present: power over the entity; exposure to
variable returns from the entity; and the ability of the Group to use its
power to affect those variable returns.

In situations where the Company has the practical ability to direct the
relevant activities of the investee without holding the majority of the voting
rights, it is considered that de facto control exists. In determining whether
de facto control exists the Group considers the relevant facts and
circumstances, including:

•     The size of the Company's voting rights relative to both the size
and dispersion of other parties who hold voting rights;

•     Substantive potential voting rights held by the Company and by
other parties;

•     Other contractual arrangements; and

•     Historic patterns in voting attendance.

In assessing the IFRS 10 control criteria in respect of the Group's private
portfolio companies, direction of the relevant activities of the company is
usually considered to be exercised by the company's board, therefore the key
control consideration is whether the Group currently has a majority of board
seats on a given company's board, or is able to obtain a majority of board
seats via the exercise of its voting rights. Control is reassessed whenever
facts and circumstances indicate that there may be a change in any of these
elements of control.

The consolidated financial statements present the results of the Company and
its subsidiaries as if they formed a single entity. Intercompany transactions
and balances between Group companies are therefore eliminated in full. 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 the acquisition date. Contingent
liabilities dependent on the disposed value of an associated investment are
only recognised when the fair value is above the associated threshold. The
results of acquired operations are included in the consolidated statement of
comprehensive income from the date on which control is obtained. They are
consolidated until the date on which control ceases.

(ii) Associates/portfolio companies

The majority of the Group's portfolio companies are deemed to be Associates,
as the Group has significant influence (generally accompanied by a
shareholding of between 20% and 50% of the voting rights) but not control. A
small number of the Group's portfolio companies are controlled and hence
consolidated, as per section (i) above.

As permitted under IAS 28, the Group elects to hold investments in Associates
at fair value through profit and loss in accordance with IFRS 9. This
treatment is specified by IAS 28 Investment in Associates and Joint Ventures,
which permits investments held by a venture capital organisation or similar
entity to be excluded from its measurement methodology requirements where
those investments are designated, upon initial recognition, as at fair value
through profit or loss and accounted for in accordance with IFRS 9 Financial
Instruments. Therefore, no associates are presented on the consolidated
statement of financial position.

Changes in fair value of associates are recognised in profit or loss in the
period of the change. The Group has no interests in Associates through which
it carries on its operating business.

The disclosures required by Section 409 of the Companies Act 2006 for
associated undertakings are included in note 9 of the Company financial
statements. Similarly, those investments which may not have qualified as an
Associate but fall within the wider scope of significant holdings and so are
subject to Section 409 disclosures of the Companies Act 2006 are included in
note 9 of the Company financial statements.

(iii) Limited Partnerships and Limited Liability Partnerships ("Limited
Partnerships")

a) Consolidated Limited Partnership fund holdings

The Group has a holding in the following Limited Partnership fund, which it
determines that it controls and hence consolidates on a line by line basis:

 Name                              Interest in Limited partnership

                                   %
 IP Venture Fund II LP ("IPVFII")  33.3

 

In order to determine whether the Group controls the above funds, it has
considered the IFRS 10 control model and related application guidance. In
respect of IPVFII, the Group has power via its role as fund manager of the
partnership, and exposure to variable returns via its 33.3% ownership
interest, resulting in the conclusion that the Group controls and hence
consolidates the fund.

b) Other non-consolidated Limited Partnership fund holdings

In addition to Limited Partnerships where Group entities act as general
partner and investment manager, the Group has interests in three further
entities which are managed by third parties:

 Name                                                             Interest in Limited partnership  Fund Value

                                                                  %                                 2025

                                                                                                   £m
 North America University Innovation LP (formerly IPG Cayman LP)  68.1                             22.3
 UCL Technology Fund LP ("UCL Fund")                              46.4                             18.4
 Technikos LLP ("Technikos")                                      17.8                             1.3

 

iv) Other third-party funds under management

In addition to the Limited Partnership fund IPVFII, described above, the Group
also manages other third-party funds, including within its Parkwalk Advisors
business unit, and on behalf of Australian superannuation fund Hostplus. In
both cases, the Group has no direct beneficial interest in the assets being
managed, and its sole exposure to variable returns relates to management fees
and performance fees payable on exits above a specified hurdle. As a result,
the Group is not deemed to control these managed assets under IFRS10 and they
are not consolidated.

v) Non-controlling interests

The total comprehensive income, assets and liabilities of non-wholly owned
entities are attributed to owners of the parent and to the non-controlling
interests in proportion to their relative ownership interests.

vi) Business combinations

The Group accounts for business combinations using the acquisition method from
the date that control is transferred to the Group (see (i) Subsidiaries
above). Both the identifiable net assets and the consideration transferred in
the acquisition are measured at fair value at the date of acquisition and
transaction costs are expensed as incurred. Goodwill arising on acquisitions
is tested at least annually for impairment. In instances where the Group owns
a non-controlling stake prior to acquisition the step acquisition method is
applied, and any gain or losses on the fair value of the pre-acquisition
holding is recognised in the consolidated statement of comprehensive income.

vi) Intercompany loans

All intercompany loans are initially recognised at fair value and subsequently
measured at amortised cost. Where intercompany loans are intended for use on a
continuing basis in the Company's activities, and there is no intention of
their settlement in the foreseeable future, they are presented as non-current
assets.

 

D) Other accounting policies

Regulated capital

Top Technology Ventures Limited and Parkwalk Advisors Ltd, are Group
subsidiaries which are subject to external capital requirements imposed by the
Financial Conduct Authority ("FCA"). Similarly, the Group's subsidiary in Hong
Kong IP Group Greater China Services Limited is subject to external capital
requirements imposed by the Securities and Futures Commission of Hong Kong
("SFC"). As such these entities must ensure that they have sufficient capital
to satisfy their respective requirements. The Group ensures it remains
compliant with these requirements as described in their respective financial
statements.

Cash flow statement classification of portfolio investments

Cash flow relating to portfolio investments have been presented as investing
cash flows as opposed to cash flows from operating activities. Management
considers this to be an appropriate classification reflecting the fact that
these cashflows are allocated towards resources intended to generate future
income and cash flows, in line with the definition of investing activities
within IAS 7.

2. Significant accounting estimates and judgements

 

The Directors have made the following judgements and estimates that have had
the most significant effect on the carrying amounts of the assets and
liabilities in the consolidated financial statements. Estimates and judgements
are continually evaluated and are based on historical experience and other
factors, such as expectations of future events, and are believed to be
reasonable under the circumstances. Actual results may differ from these
estimates. The estimates and assumptions which have the most significant
effects on the carrying amounts of the assets and liabilities in the financial
statements are discussed below.

(i) Valuation of investment entity subsidiaries (significant estimate)

Following the adoption of the investment entity exemption described in Note 3,
the Group's most significant accounting estimates relate to the fair value
measurement of investment entity subsidiaries. Detail on these estimates and
the underlying valuation judgements is provided Note 28.

Investment entity valuation judgments

The fair value of investment entity subsidiaries reflects the fair value of
the underlying assets and liabilities held within those entities, including
equity and debt investments, the fair value of cash flows from intangible
assets, limited partnership interests, deferred and contingent consideration
receivable and carried interest plan liabilities. These assets and liabilities
are measured in accordance with the Group's accounting policies set out in
notes 13 and 14, applying valuation techniques that maximise the use of
observable inputs and reflect market participant assumptions.

Significant judgement is applied in determining the appropriate valuation
methodologies, assumptions and inputs used in measuring the fair value of the
underlying portfolios, and in assessing whether the aggregate fair value
appropriately reflects conditions at the reporting date. As substantially all
of the assets and liabilities within investment entity subsidiaries are
classified as Level 3, the resulting valuations are inherently uncertain and
could differ materially from realised outcomes.

Judgments used in valuing investment entities fair value reflect consistent
application of judgments set out below in respect of the investment assets
held within those subsidiaries.

Pre-investment entity valuation judgments

Up to 16 December 2025, the Group did not apply the investment entity
exemption under IFRS 10. Accordingly, significant accounting estimates arose
in respect of the valuation of specific classes of assets recognised within
the consolidated balance sheet, unquoted equity and debt investments, limited
partnership interests and amounts receivable on the sale of equity and debt
investments.

The Group's accounting policy in respect of the valuation of unquoted equity
and debt investments is set out in note 14, in respect of limited partnership
interests in note 15 and in respect of amounts receivable on sale of equity
and debt investments in note 16. In applying this policy, the key areas over
which judgement was exercised include:

•     Selection of the appropriate valuation method

•     Consideration of whether a funding round is at arm's length and
therefore representative of fair value.

•    The relevance of the price of recent investment as an input to fair
value, which typically becomes more subjective as the time elapsed between the
recent investment date and the balance sheet date increases.

•   In the case of companies with complex capital structures, the
appropriate methodology for assigning value to different classes of equity
based on their differing economic rights.

•   Where an upwards or downwards calibration adjustment to a funding
transaction valuation to reflect positive or negative developments within the
company in question, the size of the adjustment made.

•   Where using valuation methods such as DCF or revenue multiples, the
assumptions around inputs including the drug development timeline, probability
of clinical trial success, the selection of relevant comparable deal sizes,
the probability of securing a pharmaceutical partner, drug sales profiles,
royalty rates, discount rates and drug development costs

•   Where valuations are based on future events such as sales processes or
future funding rounds, the appropriate level of execution risk to be applied
to the anticipated event when assessing its valuation impact as at the balance
sheet date.

•   Debt investments typically represent convertible debt; in such cases
judgement is exercised in respect of the estimated equity value received on
conversion of the loan.

•  For limited partnership investments, the above considerations are
applied to the fund in question's equity and debt investments in determining
whether the fund manager's Net Asset Value statement values are appropriate.

Valuations were based on management's judgement after consideration of the
above and upon available information believed to be reliable, which may be
affected by conditions in the financial markets. Due to the inherent
uncertainty of the investment valuations, the estimated values may differ
significantly from the values that would have been used had a ready market for
the investments existed, and the differences could be material. Note 14
provides disclosure details on sensitivity and estimation uncertainty.

Investment-specific critical estimates

Critical estimates in respect of the Group's investment in Istesso Limited,
including Discounted Cash Flow "DCF" model assumptions in respect of the Phase
2b success rates, selected pharma partner deal size and discount rate,
together with sensitivity disclosures in respect of these estimates, are
disclosed in Note 28.

Critical estimates in respect of the Pfizer Obesity Royalty Interest,
including DCF model assumptions in respect of the drug development timeline,
clinical trial success rates and discount rate, together with sensitivity
disclosures in respect of these estimates, are disclosed in Note 28.

(ii)  Investment entity classification (significant judgment)

Significant judgement has been applied in determining that IP Group plc
meets the definition of an investment entity as set out in IFRS
10 Consolidated Financial Statements. Details of the key considerations in
making this judgment are included in Note 3.

Application of IFRS 10 in respect of Istesso Limited and IPG Cayman LP

Following the change in investment entity basis described in Note 3, judgments
made relating to the application of IFRS 10 in respect of Istesso Limited and
IPG Cayman Fund L.P. (Longview Innovation) are no longer significant at 31
December 2025. Both entities continued not to be consolidated prior to the
change in investment entity basis, in line with the judgment documented in the
prior year financial statements.

3. Change in IFRS 10 Investment Entity basis

Historically, IP Group has not qualified as an investment entity under IFRS
10, which requires an entity to meet three conditions:

(i) obtaining funds from investors to provide investment management services;

(ii) having a business purpose focused solely on returns from capital
appreciation, investment income, or both; and

(iii) measuring and evaluating the performance of substantially all
investments on a fair value basis.

The Group had not previously fully met these criteria due to several features
of its activities: the flexibility to pursue direct commercialisation of
intellectual property where this was considered the most attractive route to
shareholder value; the ability to hold investments indefinitely; and the
absence of defined exit strategies for early stage assets.

During 2025, a number of developments prompted a reassessment of this
conclusion, the most significant being the transformation of the Group's
licensing business. Historically, licensing had operated as an active
commercialisation function, resourced and managed as a trading-oriented
activity and generating modest recurring revenues. However, the substantial
increase in the value of the Pfizer Obesity Royalty Interest - driven by
Metsera's clinical progress and subsequent acquisition by Pfizer for up to
$10bn in November 2025 shifted the nature of the business. The licensing
function is now focused on managing a small number of higher value assets
which are assessed on a fair value basis consistent with investment management
rather than operational performance, leading to its reclassification as an
investing activity and providing a clear trigger for the re-assessment of the
Group's investment entity status.

In addition, the Group's increased emphasis on portfolio realisations has
reduced the relevance of holding assets indefinitely and has led to clearer
exit strategies across the portfolio, including at earlier stages. Although
these latter changes evolved gradually and did not present a single clear
trigger point, they collectively strengthened alignment with the IFRS 10
investment entity criteria.

At its meeting on 16 December, the Committee made an active decision to agree
a change in the measurement basis and investment classification of the
licensing business. As a result of this decision, together with the
documentation of exit strategies and the monitoring of fair value for assets
not previously measured on that basis, the Committee concluded that the Group
satisfied all three qualifying conditions for classification as an investment
entity. The Committee recommended the reclassification to the IP Group plc
Board of Directors, which subsequently approved it.

Following the decision to change in investment entity status on 16 December
2025, the Group ceased to consolidate its investment entity subsidiaries and
now recognises these subsidiaries at their fair value as at 31 December 2025.
Substantially all the £117.8m gain recognised on the change in investment
entity status arises from the inclusion of the licences at fair value.
Licences were valued at £99.1m, tax losses included within the valuation of
IP2IPO Innovations Limited at £10.3m and £8.4m of Deferred tax recognised
within investment entity subsidiaries.

 

4. Financial risk management

As set out in the principal risks and uncertainties section above, the Group
is exposed, through its normal operations, to a number of financial risks, the
most significant of which are market, liquidity and credit risks.

In general, risk management is carried out throughout the Group under policies
approved by the Board of Directors. The following further describes the
Group's objectives, policies and processes for managing those risks and the
methods used to measure them. Further quantitative information in respect of
these risks is presented throughout these financial statements.

A) Market risk

(i) Price risk

The Group is exposed to equity securities price risk as a result of the equity
and debt investments, and investments in Limited Partnerships held by the
Group and recognised as at fair value through profit or loss.

The Group mitigates this risk by having established investment appraisal
processes and asset monitoring procedures which are subject to overall review
by the Board.

The Group holds 7 investments valued at £133.2m at 31 December 2025 which are
publicly traded (2024: nine investments; £140m), and the remainder of its
investments are not traded on an active market.

The net portfolio gain in 2025 of £64.0m represents an 8% increase against
the opening balance of the portfolio (2024: loss of £195.0m; 17% decrease).
Sensitivity analysis showing the impact of movements in quoted equity and debt
investments is disclosed in note 14, and movements in Limited and Limited
Liability interests is shown in note 15.

(ii) Foreign exchange risk

The Group's main exposure to foreign currency risk is via its investment
portfolio, which is partially denominated in US dollars, Australian dollars,
Euros and Swedish Krona. Further details of currency exposure in the portfolio
are given in notes 14 and 15.

The Group's US dollar-denominated proceeds included in deferred consideration
at December 2025 was £40.3m (2024: £2.5m).

The Group periodically enters into forward foreign exchange contracts to
mitigate risk of exchange rate exposure in respect of non GBP-denominated
proceeds. At 31 December 2025, the Group had outstanding forward foreign
exchange contracts with a notional amount of £16.9m. The fair value of these
contracts at year end was a £0.2m asset (2024: £nil).

(iii) Interest rate risk

The Group holds a loan note facility primarily with Standard Life (previously
named Phoenix Group) with the overall balance as at 31 December 2025 amounting
to £120m (excluding setup costs). These loans all bear a fixed rate of
interest, with the annual average interest rate being 5.25% (2024: 5.09%).

For further details of the Group's loans including covenant details see note
20.

The other primary impact of interest rate risk to the Group is the impact on
the income and operating cash flows as a result of the interest-bearing
deposits and cash and cash equivalents held by the Group.

(iv) Concentrations of risk

The Group is exposed to concentration risk via the significant majority of the
portfolio being UK-based companies and thus potentially impacted by the
performance of the UK economy. In recent years, the Group has decreased its
exposure to the US as a result of the dilution of its holding in IPG Cayman
Fund L.P. (Longview Innovation). The group has, however, increased the scale
of its operations in Australia as a result of additional investment in this
geography and portfolio value gains.

The Group mitigates Market risk, in co-ordination with liquidity risk, by
managing its proportion of fixed to floating rate financial assets. The table
below summarises the interest rate profile of the Group.

                                                      2025                                               2024
                                                      Fixed rate  Floating rate  Interest free  Total    Fixed rate  Floating rate  Interest free  Total

                                                      £m          £m             £m             £m       £m          £m             £m             £m
 Financial assets
 Investments in investment entity subsidiaries        123.0       71.4           879.4          1,073.8  -           -              -              -
 Equity investments                                   -           -              -              -        -           -              713.8          713.8
 Debt investments                                     -           -              3.4            3.4      -           -              51.6           51.6
 Limited and limited liability partnership interests  -           -              1.2            1.2      -           -              58.1           58.1
 Assets held for sale                                 -           -              -              -        -           -              13.9           13.9
 Trade receivables                                    -           -              0.2            0.2      -           -              0.7            0.7
 Other receivables                                    -           -              3.0            3.0      -           -              5.6            5.6
 Receivable on sale of debt and equity investments    -           -              -              -        -           -              20.1           20.1
 Deposits                                             -           -              -              -        170.0       -              -              170.0
 Cash and cash equivalents                            -           16.5           -              16.5     10.8        104.4          0.4            115.6
 Total                                                123.0       87.9           887.2          1,098.1  180.8       104.4          864.2          1,149.4
 Financial liabilities
 Trade payables                                       -           -              (0.2)          (0.2)    -           -              (0.3)          (0.3)
 Other accruals and deferred income                   -           -              (2.8)          (2.8)    -           -              (12.2)         (12.2)
 Borrowings                                           (119.7)     -              -              (119.7)  (129.1)     -              -              (129.1)
 Carried interest plan liability                      -           -              -              -        -           -              (27.3)         (27.3)
 Deferred tax liability                               -           -              (0.8)          (0.8)    -           -              (4.5)          (4.5)
 Loans from Limited Partners of consolidated funds    -           -              -              -        -           -              (19.9)         (19.9)
 Other non-current liabilities                        -           -              -              -        -           -              (5.4)          (5.4)
 Total                                                (119.7)     -              (3.8)          (123.5)  (129.1)     -              (69.6)         (198.7)

 

At 31 December 2025, if interest rates had been 1% higher/lower, post-tax
profit/(loss) for the year, and other components of equity, would have been
£2.3m (2024: £1.8m) higher/lower as a result of higher interest received on
cash and deposits.

B) Liquidity risk

The Group seeks to manage liquidity risk, to ensure sufficient liquidity is
available to meet foreseeable needs and to invest cash assets safely and
profitably. The Group's treasury management policy asserts that no more than
60% of the Group's cash and cash equivalents will be placed in fixed-term
deposits with a holding period greater than three months at any one point in
time. Accordingly, the Group only invests working capital in short-term
instruments issued by a pre-approved list of reputable counterparties. The
Group continually monitors rolling cash flow forecasts to ensure sufficient
cash is available for anticipated cash requirements.

C) Credit risk

The Group's credit risk is primarily attributable to its deposits, cash and
cash equivalents, debt investments and trade receivables. The Group seeks to
mitigate its credit risk on cash and cash equivalents by making short-term
deposits with counterparties, or by investing in treasury funds with an "AAA"
credit rating or above managed by institutions. Short-term deposit
counterparties are required to have where applicable, a prime short-term
credit rating at the time of investment (ratings are generally determined by
Moody's or Standard & Poor's). Moody's prime credit ratings of "P1", "P2"
and "P3" indicate respectively that the rating agency considers the
counterparty to have a "superior", "strong" or "acceptable" ability to repay
short-term debt obligations (generally defined as having an original maturity
not exceeding 13 months). An analysis of the Group's deposits and cash and
cash equivalents balance analysed by credit rating as at the reporting date is
shown in the table opposite. All other financial assets are unrated.

 Credit rating                                                                   2025   2024

                                                                                 £m     £m
 P1                                                                              132.8  206.9
 AAAMMF(1)                                                                       78.1   78.6
 Other(2)                                                                        0.1    0.1
 Total deposits and cash and cash equivalents (including cash and deposits held  211.0  285.6
 within investment entity subsidiaries)

 

1              The Group holds £78.1m (2024: £78.6m) with JP
Morgan GBP liquidity fund, which has a AAAMMF credit rating with Fitch.

2              The Group holds £0.1m (2024: £0.1m) with
Arbuthnot Latham, a private bank with no debt in issue and, accordingly, on
which a credit rating is not applicable. Bloomberg assess Arbuthnot Latham's
1-year default probability at 0.102869% (2024: 0.021279%).

The Group has no significant concentration of credit risk, with exposure
spread over a large number of counterparties and customers. The Group has
detailed policies and strategies which seek to minimise these associated risks
including defining maximum counterparty exposure limits for term deposits
based on their perceived financial strength at the commencement of the
deposit. The single counterparty limit for fixed term deposits in excess of 3
months at 31 December 2025 was the greater of 60% of total group cash or £50m
(2024: 60%; £50m). In addition, no single institution may hold more than the
higher of 50% of total cash or £50m. (2024: 50%; £50m).

The group's exposure to credit risk on debt investments is managed in a
similar way to equity security price risk, as described above, through the
Group's investment appraisal processes and asset monitoring procedures which
are subject to overall review by the Board. The maximum exposure to credit
risk for debt investments, receivables and other financial assets is
represented by their carrying amount.

5. Revenue from services and other income

 

Accounting Policy:

Revenue from services and other income is generated primarily from within the
United Kingdom and is stated exclusive of value added tax, with further
revenue generated in the Group's Australian operations. Revenue is recognised
when the Group satisfies its performance obligations, in line with IFRS 15.
Revenue breakdown and disclosure requirements under IFRS 15 have not been
presented as they are considered immaterial. Revenue from services and other
income comprises:

Fund management services

Fund management fees include:

Fund management fees which are earned either as a fixed percentage of total
funds under management or a fixed percentage of capital subscribed and are
recognised as the related services are provided and performance fees payable
from realisations in excess of an agreed return to investors which are
recognised upon realisation of assets.

Advisory and corporate finance fees

Fees earned from the provision of business support services including
executive search services and fees for IP Group representation on portfolio
company boards are recognised as the related services are provided. Corporate
finance advisory fees are generally earned as a fixed percentage of total
funds raised and recognised at the time the related transaction is
successfully concluded. In some instances, these fees are settled via the
issue of equity in the company receiving the corporate finance services at the
same price per share as equity issued as part of the financing round to which
the advisory fees apply.

Revenue from services is derived from the provision of advisory and venture
capital fund management services or from licensing activities, royalty
revenues and patent cost recoveries.

6. Operating segments

 

For both the year ended 31 December 2025 and the year ended 31 December 2024,
the Group's revenue and profit before taxation were derived largely from its
principal activities within the UK.

For management reporting purposes, the Group is currently organised into five
operating segments:

i.    Venture Capital investing within our 'HealthTech' thematic area

ii.   Venture Capital investing within our 'DeepTech' thematic area

iii.  Venture Capital investing within our 'CleanTech' thematic area

iv.  Venture Capital investing: Other, representing investments not included
within our three thematic areas above, including platform investments

v.   the management of third-party funds and the provision of corporate
finance advice

Reporting line items within Venture Capital investing which are not allocated
by thematic sector are presented in the 'Venture Capital investing: other'
segment. The element of our 'Healthier future' thematic area relating to
Oxford Nanopore Technologies Limited is disclosed separately given its size.

The change in investment entity status described in Note 3 does not impact the
Group's operating segments which continue to be managed based on portfolio
investment theme.

These activities are described in further detail in the strategic report.

 

                                         Year ended 31 December 2025
 Statement of comprehensive Income                                               Venture capital investing:  HealthTech                        Venture capital investing:  DeepTech £m    Venture capital investing:  CleanTech   Venture capital investing: Other  Venture capital investing: Total                     Consolidated

                                                                                 £m                                                                                                       £m                                      £m                                £m                                Third-party fund   £m

                                                                                                                            Of which Oxford                                                                                                                                                           management

                                                                                                                          Nanopore                                                                                                                                                                    £m

                                                                                                                          £m
 Portfolio return and revenue
 Change in fair value of equity and debt investments                             (31.0)                                   (1.6)                (16.9)                                     (23.4)                                  1.2                               (70.1)                            -                  (70.1)
 Change in investment status                                                     117.8                                    -                    -                                          -                                       -                                 117.8                             -                  117.8
 (Loss)/gain on disposal of equity and debt investments                          37.6                                     1.0                  0.9                                        (1.0)                                   -                                 37.5                              -                  37.5
 Change in fair value of limited and limited liability partnership interests                                                                                                                                                      (12.8)                            (12.8)                            -                  (12.8)
 Revenue from services and other income                                                                                                                                                                                           (0.8)                             (0.8)                             8.2                7.4
                                                                                 124.4                                    (0.6)                (16.0)                                     (24.4)                                  (12.4)                            71.6                              8.2                79.8
 Administrative expenses1
 Carried interest plan release 1                                                                                                                                                                                                  7.0                               7.0                               -                  7.0
 Share-based payment charge1                                                                                                                                                                                                      (2.0)                             (2.0)                             (0.4)              (2.4)
 Other administrative expenses1                                                                                                                                                                                                   (16.8)                            (16.8)                            (6.6)              (23.4)
                                                                                 -                                        -                    -                                          -                                       (11.8)                            (11.8)                            (7.0)              (18.8)
 Operating profit/(loss)                                                         124.4                                    (0.6)                (16.0)                                     (24.4)                                  (24.2)                            59.8                              1.2                61.0
 Finance income1                                                                                                                                                                                                                  9.6                               9.6                               0.6                10.2
 Finance costs1                                                                                                                                                                                                                   (6.4)                             (6.4)                             -                  (6.4)
 Profit/(loss) before taxation                                                   124.4                                    (0.6)                (16.0)                                     (24.4)                                  (21.0)                            63.0                              1.8                64.8
 Taxation1                                                                                                                                                                                                                        2.1                               2.1                               -                  2.1
 Profit/(loss) for the year                                                      124.4                                    (0.6)                (16.0)                                     (24.4)                                  (18.9)                            65.1                              1.8                66.9

 STATEMENT OF FINANCIAL POSITION
 Assets                                                                          561.4                                    102.0                144.3                                      158.8                                   216.2                             1,080.7                           17.9               1,098.6
 Liabilities1                                                                                                                                                                                                                     (119.0)                           (119.0)                           (4.5)              (123.5)
 Net assets                                                                      561.5                                    102.0                144.3                                      158.8                                   91.2                              961.7                             13.4               975.1
 Other segment items
 Portfolio investment                                                            (26.1)                                   -                    (29.3)                                     (12.4)                                  (2.7)                             (70.5)                            -                  (70.5)
 Cash proceeds                                                                   49.1                                     4.0                  10.5                                       2.9                                     54.7                              68.1                              -                  68.1

1      These amounts cannot be apportioned to the individual segments of
the venture capital investing business.

2      Note 29 details the Alternative Performance Measures ("APM")

 

                                                                              Year ended 31 December 2024
 Statement of Comprehensive Income                                            Venture capital investing:  HealthTech                                                                                                 Venture capital investing:  DeepTech £m    Venture capital investing:  CleanTech   Venture capital investing: Other  Venture capital investing: Total                                Consolidated

                                                                              £m                                                                                                                                                                                £m                                      £m                                £m                                Third-party fund management   £m

                                                                                                                                                                                                  Of which Oxford                                                                                                                                                           £m

                                                                                                                                                                                                Nanopore

                                                                                                                                                                                                £m
 Portfolio return and revenue
 Change in fair value of equity and debt investments                          (126.0)                                                                                                           (65.6)               (45.6)                                     (75.1)                                  0.6                               (246.1)                           -                             (246.1)
 (Loss)/gain on disposal of equity and debt investments                       7.5                                                                                                               (0.7)                56.1                                       -                                       0.1                               63.7                              -                             63.7
 Change in fair value of limited and limited liability partnership interests                                                                                                                                                                                                                            (12.6)                            (12.6)                            -                             (12.6)
 Revenue from services and other income                                                                                                                                                                                                                                                                 0.3                               0.3                               5.2                           5.5
                                                                              (118.5)                                                                                                                 (66.3)         10.5                                       (75.1)                                  (11.6)                            (194.7)                           5.2                           (189.5)
 Administrative expenses(1)
 Carried interest plan credit(1)                                                                                                                                                                                                                                                                        7.9                               7.9                               -                             7.9
 Share-based payment charge(1)                                                                                                                                                                                                                                                                          (1.6)                             (1.6)                             (0.3)                         (1.9)
 Other administrative expenses(1)                                                                                                                                                                                                                                                                       (19.8)                            (19.8)                            (5.5)                         (25.3)
                                                                                                                                                                                                                               -                                        -                               (13.5)                            (13.5)                            (5.8)                         (19.3)
                                                                              -
 -
 Operating loss                                                               (118.5)                                                                                                           (66.3)               10.5                                       (75.1)                                  (25.1)                            (208.2)                           (0.6)                         (208.8)
 Finance income(1)                                                                                                                                                                                                                                                                                      8.1                               8.1                               0.7                           8.8
 Finance costs(1)                                                                                                                                                                                                                                                                                       (6.7)                             (6.7)                             -                             (6.7)
 Loss before taxation                                                         (118.5)                                                                                                           (66.3)               10.5                                       (75.1)                                  (23.7)                            (206.8)                           0.1                           (206.7)
 Taxation(1)                                                                                                                                                                                                                                                                                            (0.3)                             (0.3)                             -                             (0.3)
 Loss for the year                                                            (118.5)                                                                                                           (66.3)               10.5                                       (75.1)                                  (24.0)                            (207.1)                           0.1                           (207.0)

 STATEMENT OF FINANCIAL POSITION
 Assets                                                                       463.1                                                                                                             106.6                101.1                                      215.9                                   352.0                             1,132.1                           19.1                          1,151.2
 Liabilities(1)                                                                                                                                                                                                                                                                                         (191.8)                           (191.8)                           (6.9)                         (198.7)
 Net Assets                                                                   463.1                                                                                                             106.6                101.1                                      215.9                                   160.2                             940.3                             12.2                          952.5
 Other segment items
 Portfolio investment(2)                                                      (36.3)                                                                                                            (1.0)                (8.5)                                      (15.7)                                  (2.5)                             (63.0)                            -                             (63.0)
 Cash proceeds(2)                                                             30.4                                                                                                              1.6                  148.9                                      -                                       4.1                               183.4                             -                             183.4

3    These amounts cannot be apportioned to the individual segments of the
venture capital investing business.

4    Note 29 details the Alternative Performance Measures ("APM")

 

7. Auditor's remuneration

 

Details of the auditor's remuneration are set out below:

                                                                                 2025    2024

                                                                                 £000    £000
 Audit of these financial statements (KPMG LLP)                                  547.1   635.9
 Audit of financial statements of funds and subsidiaries of the companies (KPMG  182.9   153.5
 LLP)
 Audit related assurance services (KPMG LLP)                                     70.0    74.3
 Total assurance services                                                        800.0   863.7

 

8. Operating profit/(loss)

 

Operating profit/(loss) has been arrived at after charging:

                                                                    2025    2024

                                                                    £m      £m
 Depreciation of right-of-use asset, property, plant and equipment  (0.5)   (0.6)
 Total employee costs (see note 10)                                 (16.8)  (19.0)

 

9. Other administrative expenses

 

Other administrative expenses comprise:

                                                                                2025  2024

                                                                                £m    £m
 Employee costs (excluding share-based payment charge and restructuring costs)  14.4  14.7
 Restructuring costs - labour                                                   -     2.4
 Professional services                                                          2.8   3.2
 Restructuring costs - professional services                                    -     0.3
 Depreciation of tangible assets                                                0.5   0.6
 Other expenses                                                                 5.7   4.1
 Total                                                                          23.4  25.3

 

10. Employee costs

 

Accounting Policy:

Employee benefits

Pension obligations

The Group operates a company defined contribution pension scheme for which all
employees are eligible. The assets of the scheme are held separately from
those of the Group in independently administered funds. The Group currently
makes contributions on behalf of employees to this scheme or to employee
personal pension schemes on an individual basis. The Group has no further
payment obligations once the contributions have been paid. The contributions
are recognised as employee benefit expenses when they are due.

Share-based payments

The Group engages in equity-settled share-based payment transactions in
respect of services receivable from employees, by granting employees
conditional awards of ordinary shares subject to certain vesting conditions.
Conditional awards of shares are made pursuant to the Group's Restricted Share
Plan ("RSP") awards and/or the Group's Annual Incentive Scheme ("AIS"). The
fair value of the shares is estimated at the date of grant, taking into
account the terms and conditions of the award, including market-based
performance conditions.

The fair value at the date of grant is recognised as an expense over the
period that the employee provides services, generally the period between the
start of the performance period and the vesting date of the shares. The
corresponding credit is recognised in retained earnings within total equity.
The fair value of services is calculated using the market value on the date of
award and is adjusted for expected and actual levels of vesting. Where
conditional awards of shares lapse, the expense recognised to date is credited
to the statement of comprehensive income in the year in which they lapse.
Where the terms for an equity-settled award are modified, and the modification
increases the total fair value of the share-based payment or is otherwise
beneficial to the employee at the date of modification, the incremental fair
value is amortised over the vesting period.

See the audited section of the Directors' Remuneration Report in the Group's
Annual Report and Accounts and note 22 for further details.

Employee costs (including Executive Directors) comprise:

                                           2025  2024

                                           £m    £m
 Salaries                                  9.6   10.6
 Defined contribution pension cost         0.9   1.1
 Other bonuses accrued in the year         2.4   1.8
 Social security                           1.5   1.2
 Restructuring costs - labour              -     2.4
 Employee costs                            14.4  17.1
 Share-based payment charge (see note 22)  2.4   1.9
 Total employee costs                      16.8  19.0

 

The average monthly number of persons (including Executive Directors) employed
by the Group during the year was 69 (2024: 98), all of whom were involved in
management and administration activities. General details of the Directors'
remuneration can be found in the audited sections of the Directors'
Remuneration Report in the Group's Annual Report and Accounts.

11. Taxation

Accounting Policy:

Deferred tax

Full provision is made for deferred tax on all temporary differences resulting
from the carrying value of an asset or liability and its tax base. Deferred
tax is determined using tax rates (and laws) that have been enacted or
substantively enacted by the reporting date and are expected to apply when the
related deferred tax asset is realised or deferred tax liability settled.
Deferred tax assets are recognised to the extent that it is probable that the
deferred tax asset will be recovered in the future.

                                             2025   2024

                                             £m     £m
 Current tax
 UK corporation tax on profits for the year  -      -
 Foreign tax                                 -      -
                                             -      -
 Deferred tax charge                         (2.1)  0.3
 Total tax                                   (2.1)  0.3

 

The Group primarily seeks to generate capital gains from its holdings in
spin-out companies over the longer term. The majority of these capital gains
qualify for UK Substantial Shareholding Exemption ("SSE") and are therefore
not taxable, resulting in the Group making annual net operating losses from
its operations from a UK tax perspective.

Gains arising on sales of holdings which do not qualify for SSE will
ordinarily give rise to taxable profits for the Group, to the extent that
these exceed the Group's ability to offset gains against current and brought
forward tax losses (subject to the relevant restrictions on the use of
brought-forward losses). In such cases, a deferred tax liability is recognised
in respect of estimated tax amount payable.

The amount for the year can be reconciled to the profit/(loss) per the
statement of comprehensive income as follows:

                                                           2025    2024

                                                           £m      £m
 Profit/(loss) before tax                                  64.8    (206.7)
 Tax at the UK corporation tax rate of 25% (2024: 23.52%)  16.2    (51.7)
 Expenses not deductible for tax purposes                  (1.2)   (1.8)
 Income not taxable                                        (9.4)   (15.9)
 Fair value movement on investments qualifying for SSE     (10.6)  65.8
 Movement on share-based payments                          -       0.3
 Movement in tax losses arising not recognised             2.9     3.6
 Total tax charge                                          (2.1)   0.3

 

Following the change in investment entity designation described in Note 3, the
majority of temporary difference, unused tax losses and deferred tax were
reallocated to investment entity subsidiaries which are not consolidated.

At 31 December 2025, deductible temporary differences and unused tax losses,
for which no deferred tax asset has been recognised, totalled £20.8m (2024:
£333.0m). An analysis is shown below:

                                                            2025              2024
                                                            Amount  Deferred  Amount   Deferred

                                                            £m      tax       £m       tax

                                                                    £m                 £m
 Share-based payment costs and other temporary differences  (1.2)   (0.3)     (52.4)   (13.1)
 Unused tax losses                                          (19.6)  (4.9)     (279.6)  (69.9)
 Total unrecognised deferred tax asset                      (20.8)  (5.2)     (333.0)  (83.0)

 

At 31 December 2025, deductible temporary differences and unused tax losses,
for which a deferred tax liability has been recognised, totalled £3.2m (2024:
£18.0m). An analysis is shown below:

                                          2025              2024
                                          Amount  Deferred  Amount  Deferred

                                          £m      tax       £m      tax

                                                  £m                £m
 Temporary timing differences             6.8     1.7       39.6    9.9
 Unused tax losses                        (3.6)   (0.9)     (21.6)  (5.4)
 Total recognised deferred tax liability  3.2     0.8       18.0    4.5

 

12. Earnings per share

 

 Earnings                                                            2025   2024

                                                                     £m     £m
 Profit/(loss) after tax for the year                                66.9   (207.0)
 Non-controlling interest                                            (0.1)  4.4
 Earnings for the purposes of basic and dilutive earnings per share  66.8   (202.6)

 

 Number of shares                                                                2025               2024

                                                                                 Number of shares   Number of shares
 Weighted average number of ordinary shares for the purposes of basic earnings   922,660,204        1,014,672,586
 per share
 Effect of dilutive potential ordinary shares: Options or contingently issuable  18,072,389         -
 shares
 Weighted average number of ordinary shares for the purposes of diluted          940,732,593        1,014,672,586
 earnings per share

 

          2025    2024

          pence   pence
 Basic    7.24    (19.97)
 Diluted  7.10    (19.97)

Potentially dilutive ordinary shares include contingently issuable shares
arising under the Group's RSP arrangements, and options issued as part of the
Group's Sharesave schemes and Deferred Bonus Share Plan (for annual bonuses
deferred under the terms of the Group's Annual Incentive Scheme).

13. Categorisation of financial instruments

 

Accounting policy:

Financial assets and liabilities

Financial assets and liabilities are recognised in the balance sheet when the
relevant Group entity becomes a party to the contractual provisions of the
instrument. De-recognition occurs when rights to cash flows from a financial
asset expire, or when a liability is extinguished.

Derivative financial instruments are accounted for at fair value through
profit and loss in accordance with IFRS 9. They are revalued at the balance
sheet date based on market prices, with any change in fair value being
recorded in profit and loss. Derivatives are recognised in the Consolidated
statement of financial position as a financial asset when their fair value is
positive and as a financial liability when their fair value is negative. The
Group's derivative financial instruments are not designated as hedging
instruments.

Financial assets

In respect of regular way purchases or sales, the Group uses trade date
accounting to recognise or derecognise financial assets.

The Group classifies its financial assets into one of the categories listed
below, depending on the purpose for which the asset was acquired.

At fair value through profit or loss

Held for trading and financial assets are recognised at fair value through
profit and loss. This category includes investment entity subsidiaries, (see
Note 3 for a description of the change in Investment Entity designation in the
year), equity investments, debt investments and investments in limited
partnerships. Investments in associated undertakings, which are held by the
Group with a view to the ultimate realisation of capital gains, are also
categorised as at fair value through profit or loss. This measurement basis is
consistent with the fact that the Group's performance in respect of
investments in equity investments, limited partnerships and associated
undertakings is evaluated on a fair value basis in accordance with an
established investment strategy.

Financial assets at fair value through profit or loss are initially recognised
at fair value and any gains or losses arising from subsequent changes in fair
value are presented in profit or loss in the statement of comprehensive income
in the period which they arise.

At amortised cost

These assets are non-derivative financial assets with fixed and determinable
payments that are not quoted in an active market. They arise principally
through the provision of services to customers (trade receivables) and are
carried at cost less provision for impairment.

Deposits

Deposits comprise longer-term deposits held with financial institutions with
an original maturity of greater than three months and, in line with IAS 7 are
not included within cash and cash equivalents. Cash flows related to
investments in, and maturities of amounts held on deposit are presented within
investing activities in the consolidated statement of cash flows. Interest
income related to deposits is included within cashflows from operating
activities.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and short-term deposits held
with financial institutions with an original maturity of three months or less.
Interest income related to cash is included within cashflows from operating
activities.

Financial liabilities

Current financial liabilities are composed of trade payables and other
short-term monetary liabilities, which are recognised at amortised cost.

Non-current liabilities are composed of Deferred tax and loan notes provided
by Standard Life.

Unless otherwise indicated, the carrying amounts of the Group's financial
liabilities are a reasonable approximation to their fair value. Non-current
liabilities are recognised initially at fair value net of transaction costs
incurred, and subsequently at amortised cost.

 Financial assets                                     At fair value through profit or loss  Amortised cost  Total

                                                      £m                                    £m              £m
 Investment in investment entity subsidiaries         1,073.8                               -               1,073.8
 Equity investments                                   -                                     -               -
 Debt investments                                     3.4                                   -               3.4
 Limited and limited liability partnership interests  1.2                                   -               1.2
 Trade and other receivables                          -                                     3.3             3.3
 Cash and cash equivalents                            -                                     16.5            16.5
 At 31 December 2025                                  1,078.4                               19.8            1,098.2

 Equity investments                                   713.8                                 -               713.8
 Debt investments                                     51.6                                  -               51.6
 Limited and limited liability partnership interests  58.1                                  -               58.1
 Assets held for sale                                 13.9                                  -               13.9
 Trade and other receivables                          -                                     6.3             6.3
 Receivables on sale of debt and equity investments   20.1                                  -               20.1
 Deposits                                             -                                     170.0           170.0
 Cash and cash equivalents                            -                                     115.6           115.6
 At 31 December 2024                                  857.5                                 291.9           1,149.4

 

In light of the credit ratings applicable to the Group's cash and cash
equivalent and deposits, (see note 4 for further details), we estimate
expected credit losses on the Group's receivables to be under £0.1m and
therefore not disclosed further (2024: less than £0.1m), similarly we have
not presented an analysis of credit ratings of trade and other receivable and
receivables on sale of debt and equity investments.

All net fair value gains in the year are attributable to financial assets
designated at fair value through profit or loss on initial recognition (2024:
all net fair value gains in the year are attributable to financial assets
designated at fair value through profit or loss on initial recognition).

Interest income of £nil (2024: £nil) is attributable to financial assets
classified as fair value through profit and loss.

14. Equity and debt investments and Assets Held for Sale

Accounting policy:

Fair value hierarchy

The Group classifies financial assets using a fair value hierarchy that
reflects the significance of the inputs used in making the related fair value
measurements. The level in the fair value hierarchy, within which a financial
asset is classified, is determined on the basis of the lowest level input that
is significant to that asset's fair value measurement. The fair value
hierarchy has the following levels:

Level 1 - Quoted prices in active markets.

Level 2 - Inputs other than quoted prices that are observable, such as prices
from market transactions.

Level 3 - One or more inputs that are not based on observable market data.

Equity investments

Fair value is the underlying principle and is defined as "the price that would
be received to sell an asset in an orderly transaction between market
participants at the measurement date" (IPEV guidelines, December 2025).

Where the equity structure of a portfolio company involves different class
rights in a sale or liquidity event, the Group takes these different rights
into account when forming a view on the value of its investment.

Valuation techniques used

The fair value of unlisted securities is established using appropriate
valuation techniques in line with December 2025 IPEV guidelines. The selection
of appropriate valuation techniques is considered on an individual basis in
light of the nature, facts and circumstances of the investment and in the
expected view of market participants. The Group selects valuation techniques
which make maximum use of market-based inputs. Techniques are applied
consistently from period to period, except where a change would result in
better estimates of fair value. Several valuation techniques may be used so
that the results of one technique may be used as a cross check/corroboration
of an alternative technique.

Valuation techniques used include:

•     Quoted bid price: The fair values of quoted investments are based
on bid prices in an active market at the reporting date.

•     Funding transaction: The fair value of unquoted investments which
have recently raised equity financing may be calculated with reference to the
price of the recent investment. For investments for which the capital
structure involves different class rights in a sale or liquidity event, a full
scenario analysis via the use of the probability-weighted expected return
method ("PWERM") is used to calculate the implied values of the existing share
classes.

•     Other: Future market/commercial events: Scenario analysis is used,
which is a forward-looking method that considers one or more possible future
scenarios. These methods include simplified scenario analysis and relative
value scenario analysis, which tie to the fully diluted ("post-money") equity
value. The PWERM method may be utilised for this valuation technique for
investments which have an equity structure which involves different class
rights in a sale or liquidity event.

•     Other: Adjusted funding transaction price based on past
performance - upwards/downwards: The milestone approach involves making an
assessment as to whether there is an indication of change in fair value based
on a consideration of the relevant milestones, typically agreed at the time of
making the investment decision.

•     Other: DCF: deriving the value of a business by calculating the
present value of expected future cash flows.

•     Other: Revenue multiple: the application of an appropriate
multiple to a performance measure (such as earnings or revenue) of the
investee company in order to derive a value for the business.

•     Other: Receipt of expected sale proceeds: The fair value of
deferred and contingent consideration arising from the sale of an investment,
determined by estimating the expected future cash proceeds under the sale
agreement. This reflects the contractual terms of the transaction, including
the timing, amount and conditions of expected receipts, and involves
discounting the expected proceeds to present value where payment is deferred
and/or applying probability‑weighting where receipt is contingent on the
achievement of specified milestones.

The fair value indicated by a recent transaction is used to calibrate inputs
used with valuation techniques including those noted above. At each
measurement date, an assessment is made as to whether changes or events
subsequent to the relevant transaction would imply a change in the
investment's fair value. The price of a recent investment is not considered a
standalone valuation technique (see further considerations below). Where the
current fair value of an investment is unchanged from the price of a funding
transaction, the Group refers to the valuation basis as 'Funding transaction'.

The table below summarises the unrealised gains and losses on revaluation of
debt and equity investments during the year

                                                 Level 1                                          Level 3
                                                 Equity investments in quoted spin-out companies  Unquoted equity investments in spin-out companies  Debt investments in unquoted spin-out companies  Total

                                                 £m                                               £m                                                 £m                                               £m
 At 1 January 2024                               203.8                                            807.7                                              83.7                                             1,095.2
 Investments                                     1.5                                              40.9                                               18.4                                             60.8
 Transaction-based reclassifications             0.3                                              49.5                                               (49.8)                                           -
 Other transfers between hierarchy levels        -                                                -                                                  -                                                -
 Disposals                                       (11.8)                                           (116.6)                                            (1.0)                                            (129.4)
 Fees settled via equity                         (7.1)                                            (6.8)                                              -                                                (13.9)
 Other change in portfolio value                 -                                                (1.1)                                              (0.1)                                            (1.2)
 Change in fair value(1)                         (53.7)                                           (187.4)                                            1.7                                              (239.4)
 FX translation(1)                               0.1                                              (5.5)                                              (1.3)                                            (6.7)
 At 1 January 2025                               133.1                                            580.7                                              51.6                                             765.4
 Investments                                     -                                                51.3                                               16.7                                             68.0
 Transaction-based reclassifications             -                                                (10.5)                                             10.5                                             -
 Other transfers between hierarchy levels        36.6                                             (36.6)                                             -                                                -
 Disposals                                       (35.6)                                           (12.6)                                             (1.30)                                           (49.5)
 Reclassification from Assets Held for Sale      -                                                3.9                                                -                                                3.9
 Fees settled via equity                         -                                                0.1                                                -                                                0.1
 Change in revenue share                         -                                                (2.1)                                              3.4                                              1.3
 Change in fair value(1)                         2.1                                              (65.2)                                             (1.7)                                            (64.8)
 FX translation(1)                               (2.9)                                            (1.9)                                              (0.5)                                            (5.3)
 Change in investment entity status ((note 28))  (133.3)                                          (507.1)                                            (75.3)                                           (715.7)
 At 31 December 2025                             -                                                -                                                  3.4                                              3.4

1        The total unrealised change in fair value and FX in respect of
Level 3 investments was a gain of £68.2m (2024: loss of £192.5m).

Unquoted equity and debt investments are measured in accordance with IPEV
guidelines with reference to the most appropriate information available at the
time of measurement. Where relevant, several valuation approaches are used in
arriving at an estimate of fair value for an individual asset.

For assets and liabilities that are recognised at fair value on a recurring
basis, the Group determines whether transfers have occurred between levels in
the hierarchy by re-assessing categorisation (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of
each reporting period. Transfers between levels are then made as if the
transfer took place on the first day of the period in question, except in the
cases of transfers between tiers based on an initial public offering ("IPO")
of an investment wherein the changes in value prior to the IPO are calculated
and reported in level 3, and those changes post are attributed to level 1.

Transfers between level 3 and level 1 occur when a previously unquoted
investment undertakes an initial public offering, resulting in its equity
becoming quoted on an active market. In the current period, transfers of this
nature amounted to £36.6m in respect of Hinge Health (FY24: £nil). Transfers
between level 1 and level 3 would occur when a quoted investment's market
becomes inactive, or the portfolio company elects to delist. There have been
no instance in the current year, totalling £nil (2024: no instances,
totalling £nil).

Transfers between level 3 debt and level 3 equity occur upon conversion of
convertible debt into equity. In the current year, transfers of this nature
amounted to £10.5m (2024: £49.8m).

See note 3 and note 28 for further details on the change of investment entity
basis, and details of equity and debt investments included at fair value
within investment entity subsidiaries at 31 December 2025.

 Change in fair value in the year (including fx)  2025     2024

                                                  £m       £m
 Fair value gains                                 59.1     42.7
 Fair value losses                                (129.2)  (288.8)
 Total                                            (70.1)   (246.1)

 

15. Limited and limited liability partnership interests

 

Accounting Policy:

Valuations in respect of Limited and Limited Liability Funds are based on IP
Group's share of the Net Asset Value of the fund as per the audited financial
statements prepared by the fund manager. The key judgments in the preparation
of these accounts relate to the valuation of unquoted investments. Management
conduct an analysis of the appropriateness of valuations of specific equity
and debt investments in portfolio companies held within the fund in question.
In making these assessments, the Group has applied a valuation methodology
consistent with that set out in note 14. Where a significant divergence from
the Group's valuation methodology is identified, an adjustment is made to the
fund manager NAV statement to bring the value of the fund investment in line
with the Group's accounting policy in respect of debt and equity investments.

Investments in these Limited and Limited Liability Partnerships are recognised
at fair value through profit and loss in accordance with IFRS 9.

'Changes in fair value of Limited Partnership investments' per the Group
Income Statement represents revaluation gains and losses on the Group's
investment in Limited Partnership funds.

Fund interests are valued on a net asset basis, as estimated based on the
managers' NAVs. The Managers' NAVs apply valuation techniques consistent with
IFRS and are subject to audit. Where audited accounts are received in arrears
of the publication of the Group's results hence these are marked as unaudited
in the table below, however a retrospective review of audited accounts versus
earlier unaudited results is carried out. Managers' NAVs are usually published
quarterly, two to four months after the quarter end. The below table analyses
the fund valuations with reference to manager NAV dates used at 31 December.

 

 Limited & Limited Liability Partnerships      Functional currency  Status       2025    2024

                                                                                  £m      £m
 IPG Cayman Fund L.P. (Longview Innovation)    USD                      n/a      -       37.7
 UCL Technology Fund L.P.                      GBP                     n/a       -       18.0
 Technikos LLP                                 GBP                   Unaudited   1.2     2.4
 Total                                                                           1.2     58.1

 

 Limited & Limited Liability Partnerships movements in year      £m
 At 1 January 2024                                               69.7
 Investments during the year                                     2.2
 Distribution from Limited Partnership funds                     (1.2)
 Change in fair value during the year                            (13.1)
 Currency revaluation                                            0.5
 At 1 January 2025                                               58.1
 Investments during the year                                     2.5
 Distribution from Limited Partnership funds                     (5.6)
 Change in fair value during the year                            (12.8)
 Currency revaluation                                            (0.3)
 Change in investment entity status (see note 28)                (40.7)
 At 31 December 2025                                             1.2

 

The Group considers interests in limited and limited liability partnerships to
be level 3 in the fair value hierarchy throughout the current and previous
financial years.

See Notes 3 and Note 28 for further details on the change of investment entity
basis, and details of limited partnership interests included at fair value
within investment entity subsidiaries at 31 December 2025.

16. Receivable on sale of debt and equity investments

 

Accounting Policy:

Consideration in respect of the sale of debt and equity investments may
include elements of deferred consideration where payment is received at a
pre-agreed future date, and/or elements of contingent consideration where
payment is received based on, for example, achievement of specific drug
development milestones. In such instances, these amounts are designated at
fair value through profit and loss on initial recognition. Any subsequent
remeasurement will be recognised as changes in fair value in the statement of
comprehensive income.

                                                      2025  2024

                                                      £m    £m
 Deferred and contingent consideration (non-current)  -     18.5
 Deferred and contingent consideration (current)      -     1.6
 Total deferred and contingent consideration          -     20.1

 

See Note 3 and Note 28 for further details on the change of investment entity
basis, and details of amounts receivable on sale of equity and debt
investments included at fair value within investment entity subsidiaries at 31
December 2025.

17. Gain on disposal of equity and debt investments

                                                                        2025    2024

                                                                        £m      £m
 Proceeds from sale of equity and debt investments                      52.5    182.2
 Movement in amounts receivable on sale of debt and equity investments  34.5    10.9
 Carrying value of investments disposed                                 (49.5)  (129.4)
 Gain on disposal                                                       37.5    63.7

Gain on disposal of investments is calculated as disposal proceeds plus the
movement in deferred and contingent consideration receivable in respect of the
sale, less the carrying value of the investment at the point of disposal.

The subsequent receipt of deferred and contingent consideration amounts is
reflected in the above table as a positive amount of disposal proceeds and a
negative movement in amounts receivable on sale of debt and equity
investments, resulting in no overall movement in profit on disposal if the
full amount expected is received.

 

18. Trade and other receivables

 Current assets               2025  2024

                              £m    £m
 Trade debtors                -     0.7
 Prepayments                  0.1   0.8
 Interest receivable          -     1.3
 Other receivables            3.2   3.5
 Trade and other receivables  3.3   6.3

 

The Directors consider the carrying amount of trade and other receivables at
amortised cost to approximate their fair value. All receivables are interest
free, repayable on demand and unsecured.

19. Trade and other payables

 Current liabilities                                                      2025  2024

                                                                          £m    £m
 Trade payables                                                           0.2   0.3
 Social security expenses                                                 0.1   0.6
 Bonus accrual                                                            0.7   2.7
 Lease liability                                                          -     1.0
 Payable to Imperial College and other third parties under revenue share  -     3.4
 obligations
 Other accruals and deferred income                                       2.0   4.5
 Trade and other payables                                                 3.0   12.5

 

20. Borrowings and Loans from Limited Partners of controlled funds

 Current liabilities  2025   2024

                      £m     £m
 Borrowings           119.7  6.3
 Total                119.7  6.3

 

 Non-current liabilities                                         2025  2024

                                                                 £m    £m
 Loans drawn down from the Limited Partners of controlled funds  -     19.9
 Borrowings                                                      -     122.8
 Total                                                           -     142.7

 

(i)      Loans drawn down from the Limited Partners of controlled funds

 

Accounting Policy:

Prior to the change in investment entity basis described in see note 3, the
Group consolidated the assets of a co-investment fund, IP Venture Fund II LP,
which it manages. Loans from third parties of consolidated funds represent
loans from external LPs into the partnership. Under the terms of the Limited
Partnership Agreement, these loans are repayable only upon these funds
generating sufficient realisations to repay the Limited Partners. Management
anticipates that the funds will generate the required returns and consequently
recognises the full associated liabilities.

The classification of these loans as non-current reflects the forecast timing
of returns and subsequent repayment of loans, which is not anticipated to
occur within one year.

As at 31 December, loans from Limited Partners of consolidated funds comprised
loans into IP Venture Fund II LP of £nil (2024: £19.9m).

See note 28 for details of loans drawn down from the Limited Partners of
controlled funds included at fair value within investment entity subsidiaries
at 31 December 2025.

A reconciliation of the movement in loans drawn from the Limited Partners of
controlled funds is as follows:

                                                   2025    2024

                                                   £m      £m
 At 1 January                                      19.9    19.8
 Drawdown of funds                                 -       0.1
 Distribution of funds                             (1.6)   -
 Change in investment entity status (see note 28)  (18.3)  -
 At 31 December                                    -       19.9

 

(ii)        Borrowings

 

Accounting Policy:

Borrowings are recognised initially at fair value, net of transaction costs
incurred. Borrowings are subsequently carried at amortised cost; any
difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the consolidated statement of comprehensive income over
the period of the borrowing using the effective interest rate method. Costs
incurred in the course of issuing additional debt are recognised on the
balance sheet and charged to the income statement on a straight line basis
over the term of the borrowings.

 

 Description              Initial amount  Outstanding amount  Date drawn  Interest rate  Repayment commencement  date & terms
 IP Group Series A Notes  £20.0m          £20.0m              Dec 2022    Fixed 5.23%    Repayable in full in Dec 2027
 IP Group Series B Notes  £20.0m          £20.0m              Dec 2022    Fixed 5.21%    Repayable in full in Dec 2028
 IP Group Series C Notes  £20.0m          £20.0m              Dec 2022    Fixed 5.30%    Repayable in full in Dec 2029
 IP Group Series D Notes  £20.0m          £20.0m              Jun 2023    Fixed 5.23%    Repayable in full in Dec 2027
 IP Group Series E Notes  £20.0m          £20.0m              Jun 2023    Fixed 5.21%    Repayable in full in Dec 2028
 IP Group Series F Notes  £20.0m          £20.0m              Jun 2023    Fixed 5.30%    Repayable in full in Dec 2029
 Total                    £120.0m         £120.0

 

Loans totalling £120.0m (2024: £129.4m) are subject to fixed interest rates
and are recognised at amortised cost. The fair value of these loans as at 31
December 2025 is £119.7m (2024: £118.7m).

In December 2022, the Group drew down the first Tranche of £60m of a £120m
loan Note Purchase Agreement ("NPA") and a further £60m in June 2023. The NPA
contains the following covenants:

•    Total equity must be at least £500m as at the Group's 30 June and 31
December reporting dates

•    Gross debt less restricted cash must not exceed 25% of total equity
as at the Group's 30 June and 31 December reporting dates

•    The Group must maintain cash and cash equivalents of not less than
£25m at any time

Breach of any of the above covenants constitutes default under the NPA.

The NPA also includes a 'Cash Trap' mechanism, which is triggered based on
conditions listed below. In the event of the Cash Trap being triggered, the
Group is not permitted to pay or declare a dividend or purchase any of its
shares. In addition, investments are restricted to £2.5m per calendar quarter
other than those legally committed to. The Group is also required to place the
net proceeds of all realisations (over a threshold of £1m) into a blocked
bank account. Entering a Cash Trap does not constitute a default under the
NPA.

A Cash Trap period is entered if any of the following conditions are breached.

•    Total equity must be at least £750m as at the Group's 30 June and 31
December reporting dates

•    Gross debt less restricted cash must not exceed 20% of total equity
as at the Group's 30 June and 31 December reporting dates

•    The Group must maintain cash and cash equivalents of not less than
£50m at any time.

A cash trap period can be remedied by:

•    Transferring sufficient cash into the restricted cash account so that
gross debt less restricted cash is less than 20% of total equity

•    If because of low equity of high leverage, once these are restored at
a subsequent 30 June or 31 December measurement date

•    If because of low liquidity, once two month-ends have passed with
liquidity > £50m

There was an inadvertent, technical breach the Group's financial covenants and
cash trap provisions in the year. In dialogue with noteholders concerning the
impact of the change in investment entity basis on the presentation of cash
and cash equivalents in the consolidated financial statements, it was
highlighted that cash was defined more tightly than cash equivalents, being
restricted to only cash held in IP Group plc, whereas cash equivalents within
any Group company were included. The Group had previously been working on the
basis that cash held anywhere within the Group qualified for the purposes of
the covenant, and this difference in interpretation only became apparent
through those discussions with noteholders. The Group held £87.8m of cash and
cash equivalents and a further £123.2m of deposits at the balance sheet date,
but insufficient cash was held directly by the parent.

The Group has remedied this by transferring cash to the parent after the
period end and has also, after the period end, obtained a waiver in respect of
any and all historical breaches from the lender. This breach has resulted in
borrowings of £119.7m being reclassified from non-current to current
liabilities at the year end. The Group maintains an ongoing dialogue with its
noteholders and will monitor the covenants' position against forecasts and
budgets to ensure that it operates within the prescribed limits. The liquid
assets available to the Group including cash and cash equivalents in portfolio
companies far exceeded the outstanding borrowing at the year end.

The NPA includes fixed and floating charges over the Company's assets, details
of which are available on Companies House. The EIB loan includes certain
guarantees over assets held by Touchstone Innovations Business LLP.

The EIB loan of £3.1m was repaid in full in January 2026, the Group had
complied with all covenants contained within the EIB loan up to the date of
its repayment.

The maturity profile of the borrowings including undiscounted cash flows and
fixed interest is as follows:

                      2025   2024

                      £m     £m
 Due within 6 months  3.1    6.2
 Due 6 to 12 months   3.1    6.3
 Due 1 to 5 years     132.4  141.8
 Total(1)             138.6  154.3

The maturity profile of the borrowings was as follows:

                      2025   2024

                      £m     £m
 Due within 6 months  -      3.1
 Due 6 to 12 months   -      3.1
 Due 1 to 5 years     120.0  123.2
 Total(1)             120.0  129.4

(1)        These are gross amounts repayable and exclude amortised
costs of £0.3m (2024: £0.4m) incurred on obtaining the Standard Life loans,
these are amortised on a straight-line basis over the life of the borrowings.

A reconciliation in the movement in borrowings is as follows:

                                                   2025   2024

                                                   £m     £m
 At 1 January                                      129.1  135.2
 Repayment of debt                                 (6.3)  (6.1)
 Change in investment entity status (see note 28)  (3.1)  -
 At 31 December                                    119.7  129.1

There were no non-cash movements in debt.

21. Share capital

Accounting Policy:

Financial instruments issued by the Group are treated as equity if the holders
have only a residual interest in the Group's assets after deducting all
liabilities. The objective of the Group is to manage capital so as to provide
shareholders with above-average returns through capital growth over the
medium-to-long term. The Group considers its capital to comprise its share
capital, share premium, merger reserve and retained earnings.

 Issued and fully paid:                       2025                 2024
                                              Number        £m     Number         £m
 Ordinary shares of 2p each
 At 1 January                                 975,286,268   19.5   1,063,188,005  21.3
 Shares purchased and cancelled               (91,858,626)  (1.7)  (20,609,101)   (0.4)
 Cancellation of shares held in Treasury      -             -      (67,292,636)   (1.4)
 Share capital at 31 December                 883,427,642   17.8   975,286,268    19.5
 Existing treasury shares at 1 January        -             -      (26,493,520)   (0.5)
 Purchase of treasury shares                  -             -      (45,280,605)   (0.9)
 Cancellation of treasury shares              -             -      67,292,636     1.3
 Shares transferred out of treasury for SAYE  -             -      -              -
 Settlement of employee share-based payments  -             -      4,481,489      0.1
 Outstanding at 31 December                   883,427,642   17.8   975,286,268    19.5

 

The Company has one class of ordinary shares with a par value of 2p ("Ordinary
Shares") which carry equal voting rights, equal rights to income and
distributions of assets on liquidation, or otherwise, and no right to fixed
income.

During 2025, the Company purchased and cancelled 91,858,626 ordinary shares
with an aggregate nominal value of £1.7m. At 31 December 2025 the company had
nil treasury shares (FY24: nil). Retained profits have been reduced by £45.7m
(2024: £29.6m), being the net consideration paid for the purchase of shares,
including expenses directly relating to the share purchase

During 2024, the Company purchased 45,280,605 ordinary shares, with an
aggregate value of £0.9m which were initially held in treasury. These were
subsequently used to settle employee share based payments of 4,481,489 prior
to the remainder being cancelled in September 2024 along with a further
26,493,520 treasury shares held at the start of the year which were also
cancelled at the same time. A further 20,609,101 shares with an aggregate
value of £0.5m were purchased in the period September to December 2024 and
immediately cancelled. The nominal value of the cancelled treasury share has
been added to the capital redemption reserve.

 

22. Share-based payments

In 2025, the Group continued to incentivise employees through its Restricted
Share Plan (RSP) and Annual Incentive Scheme (AIS). The main terms of both are
described in more detail in the Directors' Remuneration Report in the Group's
Annual Report and Accounts.

Deferred bonus share plan ("DBSP")

Awards made to employees under the Group's AIS above a certain threshold
include 50% deferred into IP Group equity through the grant of nil-cost
options under the Group's DBSP. The number of nil-cost options granted under
the Group's DBSP is determined by the share price at the vesting date. The
DBSP options are subject to further time-based vesting over two years
(typically 50% after year one and 50% after year two).

An analysis of movements in the DBSP options outstanding is as follows:

                                            Number of options  Weighted-average exercise price  Number       Weighted-average exercise price

                                            2025               2025                             of options   2024

                                                                                                2024
 At 1 January                               2,138,580          -                                2,153,379    -
 AIS deferral shares award during the year  1,669,980          -                                1,578,434    -
 Exercised during the year                  (1,349,363)        -                                (1,593,233)  -
 Forfeit during the year                    (136,704)          -                                -            -
 At 31 December                             2,322,493          -                                2,138,580    -
 Exercisable at 31 December                 -                  -                                -            -

A total of 1,349,363 options were exercised in the year relating to the 2023
and 2024 DBSPs, which comprised 1,349,363 conditionally awarded shares
exercised on 29 April 2025, in addition to 12,453 shares related to dividends
accrued on those conditional awards.

The options outstanding at 31 December 2025 had an exercise price of £nil
(2024: £nil) and a weighted-average remaining contractual life of 0.6 years
(2024: 0.6 years).

The weighted average share price at the date of exercise for share options
exercised in 2025 was 44.7p (2024: 48.3p).

As the 2025 AIS financial performance targets were met and as the number of
DBSP options to be granted in order to defer such elements of the AIS payments
as are required under our remuneration policy are based on a percentage of
employees' salary, the share-based payments line includes the associated
share-based payments expense incurred in 2025.

IP Group Restricted Share Plan ("RSP")

As set out in the Remuneration Policy approved by shareholders in 2022, a
Restricted Share Plan was introduced in 2022 to replace the previous LTIP
structure. Vesting of these awards will take place over a three-year period,
with any awards that vest subject to a further two-year holding period. For
2023, 2024 and 2025 awards, a financial underpin exists which may result in
awards lapsing if NAV per share on the vesting date is lower than 100% of NAV
per share on the award date, after making appropriate adjustments for
dividends. Further information on the Group's RSP is set out in the Directors'
Remuneration Report in the Group's Annual Report and Accounts.

The 2025 RSP awards were made on 29 April 2025. The awards will ordinarily
vest on 31 March 2028, to the extent that the performance underpin has been
met.

The movement in the number of shares conditionally awarded under the RSP is
set out below:

                                     Number of options  Weighted-average exercise price  Number       Weighted-average exercise price

                                     2025               2025                             of options   2024

                                                                                         2024
 At 1 January                        17,710,631         -                                10,238,863   -
 Lapsed during the year              (3,346,931)        -                                -            -
 Forfeited during the year           (1,161,435)        -                                (1,362,198)  -
 Notionally awarded during the year  8,115,924          -                                8,833,966    -
 At 31 December                      21,318,189         -                                17,710,631   -
 Exercisable at 31 December          -                  -                                -            -

 

The options outstanding at 31 December 2025 had an exercise price of £nil
(2024: £nil) and a weighted-average remaining contractual life of. 1.3 years
(2024: 3.5 years).

The fair value of the RSP shares notionally awarded in 2025 was calculated
using the Finnerty pricing model with the following key assumptions:

                                                           2025     2024
 IP Group share price as of valuation date                 £0.435   £0.539
 Exercise price                                            £nil     £nil
 Indicated discount for lack of marketability              15%      15%
 Adjusted probability assigned for performance conditions  20%      20%
 Fair value at grant date                                  £0.17    £0.21

 

Pre-2022 IP Group Long-Term Incentive Plan ("LTIP")

Awards under the historic LTIP scheme took the form of conditional awards of
ordinary shares of 2p each in the Group which vested over the prescribed
performance period to the extent that performance conditions have been met.
The Remuneration Committee imposed objective conditions on the vesting of
awards and these took into consideration the guidance of the Group's
institutional investors from time to time. General information on the Group's
LTIP is set out in the Directors' Remuneration Report in the Group's Annual
Report and Accounts.

At the start of the year the only remaining outstanding conditionally awarded
shares related to the 2020 awards, which vested in 2023 and were exercised in
the first half of 2025 following completion of their two-year post-vesting
mandatory holding period.

The movement in the number of shares conditionally awarded under the LTIP is
set out below:

                             Number of options  Weighted-average exercise price  Number of options  Weighted-average exercise price

                             2025               2025                             2024               2024
 At 1 January                1,064,505          -                                7,728,493          -
 Lapsed during the year      (1,879)            -                                (3,950,040)        -
 Forfeited during the year   -                  -                                (10,907)           -
 Exercised during the year   (1,062,626)        -                                (2,703,041)        -
 At 31 December              -                  -                                1,064,505          -
 Exercisable at 31 December  -                  -                                1,064,505          -

A total of 1,062,626 options were exercised on 29 April 2025 relating to the
2020 Long Term Incentive Plans (LTIPs).

The fair value charge recognised in the statement of comprehensive income
during the year in respect of all share-based payments, including the DBSP,
RSP and LTIP was £2.4m (2024: £1.9m).

The aggregate gain made by Directors on the exercise of options in the year
was £0.2m (2024: £0.4m).

23. Long-term incentive carry scheme - Carried interest plan liability

 

Accounting Policy:

The Group operates a number of Long-Term Incentive Carry Schemes ("LTICS") for
eligible employees which may result in payments to scheme participants
relating to returns from investments.

Under the Group's LTICS arrangements, a profit-sharing mechanism exists
whereby if a specific vintage (being a group investment made within a defined
time period) delivers returns in excess of the base cost of investments
together with an agreed hurdle rate, scheme participants receive a share of
excess returns. Of the Group's total portfolio value 57% are included in LTICS
arrangements (2024: 66%).

The calculation of the liability in respect of the Group's LTICS is derived
from the fair value estimates for the relevant portfolio investments and does
not involve significant additional judgement (although the fair value of the
portfolio itself is a significant accounting estimate). The actual amounts of
carried interest paid are determined by cash realisations of individual
vintages, and valuations may change significantly in the next financial year.
Charges/credits in respect of the liability are recognised in the consolidated
statement of comprehensive income.

                                     2025    2024

                                     £m      £m
 At 1 January                        27.3    38.0
 Credit for the year                 (7.0)   (7.9)
 Payments made in the year           (4.3)   (2.5)
 Foreign exchange rate movement      -       (0.3)
 Change in investment entity status  (16.0)  -
 At 31 December                      -       27.3

See Notes 3 and 28 for further details on the change of investment entity
basis, and details of carried interest plan liabilities included at fair value
within investment entity subsidiaries at 31 December 2025.

 

24. Related party transactions

The Group has various related parties arising from its key management,
subsidiaries and equity stakes in portfolio companies.

A) Key management transactions

(i) Key management personnel transactions

The following key management held shares in the following spin-out companies
as at 31 December 2025:

 

 Director/PDMR  Company name                         Number of shares held at 1 January  Number of shares acquired/ (disposed of) in the period  Number of shares held at  31 December 2025   %

                                                     2025
 Greg Smith     Alesi Surgical Limited               2                                   -                                                       2                                            <0.1%
                Emdot Limited                        4                                   -                                                       4                                            0.23%
                Istesso Limited                      313,425                             -                                                       313,425                                      0.37%
                Itaconix plc                         90                                  -                                                       90                                           <0.1%
                Mirriad Advertising plc              16,667                              -                                                       16,667                                       <0.1%
                Oxa Autonomy Limited                 8                                   -                                                       8                                            <0.1%
                Oxford Nanopore Technologies plc     27,008                              -                                                       27,008                                       <0.1%
                Rio AI Limited                       144,246                             -                                                       144,246                                      <0.1%
                Surrey Nanosystems Limited           88                                  -                                                       88                                           <0.1%
                Tissue Regenix Group plc             500                                 -                                                       500                                          <0.1%
 David Baynes   Alesi Surgical Limited               4                                   -                                                       4                                            <0.1%
                Arkivum Limited                      377                                 -                                                       377                                          <0.1%
                Mirriad Advertising plc              16,667                              -                                                       16,667                                       <0.1%
                Oxford Nanopore Technologies plc     2,784                               -                                                       2,784                                        <0.1%
                Ultraleap Holdings Limited           2,600                               -                                                       2,600                                        <0.1%
                Zeetta Networks Limited(1)           424                                 -                                                       424                                          0.11%
 Mark Reilly    AudioScenic Limited                  53                                  -                                                       53                                           <0.1%
                Bramble Energy Limited(1)            16                                  -                                                       16                                           <0.1%
                Diffblue Limited                     8,038                               -                                                       8,038                                        <0.1%
                Fortify Solutions Cambridge Limited  -                                   1,190                                                   1,190                                        <0.1%
                Itaconix plc                         7,547                               -                                                       7,547                                        <0.1%
                Mirriad Advertising plc              66,666                              -                                                       66,666                                       <0.1%
                Mixergy Limited                      126                                 -                                                       126                                          <0.1%
                Oxa Autonomy Ltd                     8                                   -                                                       8                                            <0.1%
                Ultraleap Holdings Limited           1,700                               -                                                       1,700                                        <0.1%

1        Company being closed down.

 

Policy for Executive Director holdings in portfolio companies

The policy for Executive Director shareholdings in portfolio companies
specifies:

•     New direct investments in portfolio companies by Executive
Directors are prohibited, with the exception of the take-up of pre-emption
rights which relate to existing portfolio company shareholdings. Both Mr Smith
and Mr Baynes are covered by this policy.

•     Mr Smith and Mr Baynes have voluntarily submitted to an additional
binding condition such that any net proceeds received as a result of
realisations from direct holdings in portfolio companies that exceed £250,000
will be used to purchase shares in IP Group, until such time as they meet the
Minimum Shareholding Requirement set for their role (currently 350% of annual
salary for Mr Smith, 250% for Mr Baynes).

(ii) Key management personnel compensation

Key management personnel compensation comprised the following:

                                  2025    2024

                                  £000    £000
 Short-term employee benefits(1)  2,180   2,176
 Post-employment benefits(2)      35      48
 Share-based payments(3)          842     615
 Total                            3,057   2,839

1        Represents key management personnel's base salaries, benefits
including cash in lieu of pension where relevant, and the cash-settled element
of the Annual Incentive Scheme.

2        Represents employer contributions to defined contribution
pension and life assurance plans.

3        Represents the accounting charge for share-based payments,
reflecting LTIP and DBSP options currently in issue as part of these schemes.
See note 22 for a detailed description of these schemes.

 

B) Portfolio companies

(i) Services

The Group may earn fees from the provision of corporate finance advisory
services to portfolio companies in which the Group has an equity stake.
Through the lack of control over portfolio companies these fees are considered
arm's length transactions. Revenue from such services was nil in the current
and prior year. Receivables in respect of such services were nil in the
current year and £0.1m in the prior year.

 Statement of comprehensive income  2025  2024

                                    £m    £m
 Revenue from services              -     -

 

 Statement of financial position  2025  2024

                                  £m    £m
 Trade receivables                -     0.1

 

(ii) Investments

The Group makes investments in the equity and debt of unquoted and quoted
investments where it does not have control but may be able to participate in
the financial and operating policies of that company. It is presumed that it
is possible to exert significant influence when the equity holding is greater
than 20%. The Group has taken the Venture Capital Organisation exception as
permitted by IAS 28 and not recognised these companies as associates, but they
are related parties. The total amounts included for investments where the
Group has significant influence but not control are as follows:

 Statement of comprehensive income  2025    2024

                                    £m      £m
 Net portfolio losses               (20.1)  (125.7)

 

 Statement of financial position  2025   2024

                                  £m     £m
 Equity and debt investments      336.4  345.8

 

C) Subsidiary companies

Subsidiary companies that are not 100% owned either directly or indirectly by
the parent Company have intercompany balances (which were eliminated at a
consolidated level in 2024 and are included on a net basis within investments
in investment entity subsidiaries in 2025) with other Group companies which
are disclosed as follows:

                                                   2025  2024

                                                   £m    £m
 Intercompany balances with other Group companies  2.2   2.2

These intercompany balances represent funding loans provided by Group
companies that are interest free, repayable on demand and unsecured.

25. Capital management

The Group's key objective when managing capital, as set out in note 21, is to
safeguard the Group's ability to continue as a going concern so that it can
continue to provide returns for shareholders and employees for other
stakeholders. The Group sets the amount of capital in proportion to risk. The
Group manages the capital structure, and makes adjustments to it, in light of
changes in economic conditions and the risk characteristics of its underlying
assets. In order to maintain or adjust the capital structure, the Group may
adjust the amount of issued share capital, issue or repay debt and dispose of
interests in portfolio companies.

During 2025, the Group's strategy, which was unchanged from 2024, was to
maintain an appropriate level of cash and short-term deposit balances in line
with the Group's capital allocation plans, whilst having sufficient cash
reserves to meet working capital requirements in the foreseeable future.

The Group has external borrowings with associated covenants that are described
in note 20. These include covenants around the Group's minimum equity and
maximum debt/equity ratio. Consideration is given to the level of headroom
against these covenants as part of the Group's capital allocation process
where planning corporate actions such as dividends and share buybacks, which
have an impact on the headroom level.

26. Capital commitments

Commitments to Limited Partnerships

Pursuant to the terms of their Limited Partnership agreements, the Group has
committed to invest the following amounts into Limited Partnerships as at 31
December 2025:

 Year ended 31 December 2025  Year of commencement of commitment  Commitment  Invested    Remaining commitment

                                                                               to date
                              £m                                              £m          £m
 IP Venture Fund II LP        2013                                10.0        10.0        -
 UCL Technology Fund LP       2016                                24.8        23.5        1.3
 Total at 31 December 2025                                        34.8        33.5        1.3

 

 Year ended 31 December 2024  Year of commencement of commitment  Commitment  Invested    Remaining commitment

                                                                               to date
                              £m                                              £m          £m
 IP Venture Fund II LP        2013                                10.0        10.0        -
 UCL Technology Fund LP       2016                                24.8        23.4        1.4
 Total at 31 December 2024                                        34.8        33.4        1.4

 

27. Share buyback

On 18 November 2025 the Group completed its £75m buyback programme. The
buyback was originally announced on 18 December 2023 with an initial £20m,
subsequently increased by £10m on 7 October 2024, £25m on 9 January 2025 and
£20m on 26 June 2025. Since commencing its buyback programme, the Group has
purchased 157,968,634 shares at an average price of 47.5 pence per share for
an aggregate consideration of £75m. Of the shares acquired under the buyback
programme 4,481,489 were used to settle employee share-based payments in 2024,
and the remainder were cancelled.

There were no dividends paid or proposed in the current year or prior year

28. Fair value measurement within investment entity subsidiaries

Accounting policy:

Following the adoption of the investment entity exemption under IFRS
10 Consolidated Financial Statements, certain subsidiaries of the Group are
not consolidated on a line‑by‑line basis but are instead measured at
fair value through profit or loss. These subsidiaries comprise entities that
are funded via debt and equity instruments by the group and whose activities
are consistent with the Group's business purpose of investing for returns
from capital appreciation, investment income, or both, and whose performance
is evaluated on a fair value basis.

 

The fair value of investment entity subsidiaries is determined based on the
fair value of the underlying assets and liabilities held within those
subsidiaries, measured in accordance with IFRS 13 Fair Value Measurement.
There is no material difference between the fair value of the directly held
investment entity subsidiaries and the fair value of the underlying assets and
liabilities held by those subsidiaries. Fair value is defined as the price
that would be received to sell an asset, or paid to transfer a liability, in
an orderly transaction between market participants at the measurement date.

 

The valuation of investment entity subsidiaries is therefore derived from the
fair value measurement of the individual assets and liabilities held within
those entities, rather than from a separate valuation of the subsidiary
itself. The principal categories of assets and liabilities held within
investment entity subsidiaries include:

 

·      Fair value of cash flows from intangible assets;

·      Equity and debt investments;

·      Limited and limited liability partnership interests;

·      Amounts receivable on the sale of equity and debt investments;

·      Cash, deposits and other working capital balances.

 

Each category of asset and liability is measured in accordance with the
Group's accounting policies set out in earlier notes, including notes 13 and
14, applying valuation techniques that maximise the use of observable market
inputs and are consistent with market participant assumptions.

 

Fair value principles and valuation techniques

Financial assets held within investment entity subsidiaries that
are designated at fair value through profit or loss are
initially recognised at fair value and subsequently re‑measured at fair
value at each reporting date, with movements recognised in
the consolidated statement of comprehensive income.

 

·    Equity and debt investments are valued in line with the
International Private Equity and Venture Capital Valuation (IPEV) Guidelines.
Valuation techniques include quoted bid prices for investments traded on
active markets, recent arm's length funding transactions, probability weighted
expected return models (PWERM), DCF models, revenue multiples and scenario
based approaches, depending on the facts and circumstances of each
investment.

·    Fair value of cash flows from intangible assets including licence
related assets, are valued using DCF methodologies that estimate future cash
flows arising from contractual rights such as milestone receipts and
royalties. These valuations incorporate assumptions regarding development
timelines, probabilities of success, forecast sales,
royalty rates and appropriate discount rates, consistent with the approach
applied to comparable equity investments.

·    Limited and limited liability partnership interests are valued based
on the Group's share of the net asset value reported by the fund manager.
Where necessary, adjustments are made to manager reported NAVs to ensure
consistency with the Group's valuation policies for underlying equity and debt
investments.

·    Amounts receivable on the sale of equity and debt investments,
including deferred and contingent consideration, are measured at fair value
using DCF or probability weighted valuation techniques that reflect the
expected timing, amount and likelihood of future receipts.

 

Fair value of liabilities

Liabilities held within investment entity subsidiaries are also measured at
fair value where required under IFRS.

·    Revenue share liabilities are recognised in respect of
contractual obligations to share proceeds arising from the commercialisation
or disposal of certain assets. These liabilities are measured at fair value by
reference to the fair value of the related underlying assets,
applying appropriate discounting and probability weighting where future cash
flows are contingent.

·    Carried interest plan liabilities are measured based on the fair
value of the underlying investment portfolios to which the carried interest
arrangements relate, consistent with the approach applied to the Group's
portfolio valuations. Changes in the fair value of these liabilities
are recognised in profit or loss.

 

Fair value hierarchy and significant judgements

Assets and liabilities measured at fair value within investment entity
subsidiaries are classified within the IFRS 13 fair value hierarchy based on
the significance of the inputs used in the valuation techniques. The majority
of these assets and liabilities are classified as Level 3, reflecting the use
of unobservable inputs.

 

The valuation of investment entity subsidiaries involves significant
judgement, particularly in relation to:

·    the selection of appropriate valuation methodologies;

·    the estimation of future cash flows and probabilities of success;

·    the determination of discount rates and market multiples; and

·    the assessment of whether manager reported valuations for limited
partnership interests are appropriate.

 

These judgements are consistent with those applied elsewhere in the Group's
valuation of equity and debt investments and are reviewed at each reporting
date. Given the inherent uncertainty associated with early‑stage and
growth‑stage investments, actual outcomes may differ materially from the
estimates used in determining fair value.

 

This note presents the position of those subsidiaries that meet the definition
of investment entity subsidiaries and are therefore held at fair value through
profit or loss. It provides a detailed analysis of the principal fair value
components, including the valuation methodologies applied, the key
unobservable inputs used, and the sensitivity of carrying values to changes in
those inputs. These disclosures are intended to give users an understanding of
the composition, valuation basis, and underlying assumptions of the Group's
most significant assets and liabilities measured at fair value.

 

Below is the summary of assets and liabilities of the subsidiaries that have
been recognised at fair value within the Group's consolidated financial
statements.

 

 Investments in investment entity subsidiaries                        Note     2025

                                                                               £m
 Fair value of cash flows from intangible assets                      28A      99.1
 Debt & equity investments                                            28B      709.3
 Limited liability partnership interests                              28C      40.7
 Receivable on sale of debt and equity investments                    28D      54.4
 Portfolio investments held within investment entity subsidiaries(1)  Note 29  903.5
 Other non-current assets                                             28E      19.4
 Cash and deposits                                                             194.5
 Other net current liabilities                                                 (6.4)
 Carried interest plan liability                                      28F      (16.0)
 Other non-current liabilities                                                 (21.2)
 Equity investments in investment entity subsidiaries                          1,073.8

(1) Of the £903.5 portfolio investment held within entity subsidiaries,
£133.2m represent Level 1 assets and the balance of £770.3m represents Level
3 assets.

 

The principal items requiring the use of judgment in determining the value of
the asset or liability within the Group's investment entity subsidiaries are
as follows:

 

The Group engages third-party valuation specialists to provide valuation
support where required; during the period we commissioned third-party
valuations on 2 (Pfizer Obesity Royalty Interest, Hysata) out of the top 10
holdings (2024: 4).

 

A: Fair value of cash flows from Intangible assets

 

Under the investment entity exemption within IFRS 10, the Group is required to
fair value its investment entity subsidiaries, including

the fair value of cash flows from intangible assets relating to the Group's
license arrangements.

 

The Group's licences originate from historical technology transfer
arrangements inherited through the acquisition of Touchstone Innovations in
2017. Under the Technology Pipeline Agreement ("TPA") dated 16 February 2005
between Touchstone Innovations plc and Imperial College, Touchstone was
entitled to receive equity allocations in spinout companies and to act as
licensor of Imperial College intellectual property to those spinouts and third
parties.

 

These arrangements resulted in Touchstone, and subsequently the Group, owning
IP patents and enforceable rights to licensing income. Under the terms of this
TPA, the Group is subject to various "revenue sharing" arrangements whereby
income generated from this Intellectual Property is shared with Imperial
College (and other third parties where they have provided funding to research
which is subsequently commercialised). The amounts in this note are shown net
of such revenue share obligations, reflecting the Group's share of income.
These are considered to be Level 3 assets.

 

The Group engaged a third-party valuation specialist to provide valuation
support for the licence agreement related to the Pfizer Obesity royalty
interest.

 

 Company name               Primary valuation basis  Value of Group holding at

                                                     31 Dec 2025 net of revenue share liability

                                                     £m
 Pfizer Obesity Programmes  DCF                      91.7
 Carrick Therapeutics       DCF                      6.0
 Other licenses             DCF                      1.4
 Total                                               99.1

 

Valuation inputs and sensitivities

The key valuation inputs and sensitivities in respect of fair value of cash
flows from intangible assets relate to the license with Pfizer in respect of
their anti-obesity programmes acquired from Zihipp/Metsera. Under this
exclusive IP licence agreement between IP2IPO Innovations Limited and Zihipp /
Metsera, the Group is entitled to licence milestone payments and tiered
licence royalties on net sales of the licensed products.

The valuation of both the licence and equity is based on a DCF model assessing
the future cash flows from the relevant Pfizer obesity drug programmes for
which IP Group has financial exposure, PF'3944, PF'3945, PF'4696 and PF'6795.
The key inputs in the DCF model include:

•     the drug development milestone dates, based on the anticipated
development timeline for the four assets

•     probability of Ph1, Ph2 and Ph3 clinical trial success, based on
comparable clinical trial success rates for metabolic assets (source: Clinical
Development Success Rates 2011-2020 by Biotechnology Innovation Organisations)
and forecasts from equity analyst research published by Goldman Sachs, Cantor
Fizgerald, Bank of America and Guggenheim

•     projected sales forecasts, which have been derived using the mean
of equity analyst research(2) sales projections

•     royalty rates receivable of drug sales, based on the low
single-digit, tiered percentages defined in the licence agreement

•     discount rate, based on the WACC of a pharmaceutical partner
consistent with Pfizer taking the trial forward

•     UK corporation tax on milestone and licence receipts.

The valuation is sensitive to the inputs noted above. In the Group's view, the
valuation would most likely be affected by a combination of changes in these
inputs. However, to provide context on the sensitivity of each key input, as
required by IAS 1, the table below sets out the impact on the valuation of the
licence net of the revenue share liability, of changes in each critical input
in isolation

 Input                         Assumption used                             Sensitivity   Impact on IPG Licence Value £m   Impact % of NAV(1)
 Clinical trial success rates  PF'3944i: 53%,                              +/- 5%        26.2 / (21.1)                    2.7% / (2.2%)

                               PF'3944 & PF'3945:25%, PF'3944o: 9.6%
 Discount rate                 11.5%                                       -1.25%/+1.0%  10.9 / (7.7)                     1.1% / (0.8%)

1              Being impact on IPG equity holding as a proportion
of the Group's Net Asset Value

 

Under the DCF methodology, in the event that one of the compounds fails to
progress to market as a result of trial failures or failure to receive
regulatory approval, the model assumes a zero value outcome for that product.

 

B: Equity and debt investments

 

See note 14 for the accounting policy relating to equity and debt investments,
and for information prior to the adoption of the investment entity accounting
basis on 16(th) December 2025. Amounts shown within Note 14 being transferred
to investment entity subsidiaries of £715.7m includes £6.4m in respect of
investments whose proceeds will, upon sale, be paid to Imperial College London
and hence have been excluded from equity and debt amounts disclosed within
this note.

 

The following table lists information on the Group's most significant debt and
equity investments. These comprise the largest portfolio companies within the
Group's top ten investments by value, excluding investments that are not
classified as equity or debt. Together, this represents 39% of the total
portfolio value (2024: 58%). Detail on the performance of these companies is
included in the portfolio review section of the Strategic Report.

The Group engages third-party valuation specialists to provide valuation
support where required; during the period we commissioned third-party
valuations on 2 of the Group's equity and debt holdings (2024: 4).

 Company name                      Primary valuation basis                    Fair value of Group holding  at   Fair value of Group holding at

                                                                              31 Dec 2025                       31 Dec 2024

                                                                              £m                                £m
 Oxford Nanopore Technologies plc  Quoted bid price                           102.0                             106.6
 Istesso Limited(1)                DCF                                        89.6                              91.9
 Hysata Pty Ltd(2)                 Funding transaction > 12 months, PWERM     76.2                              76.8
 Mission Therapeutics Limited      Funding transaction > 12 months, PWERM     26.2                              22.5
 Nexeon Limited                    Funding transaction < 12 months, PWERM     19.8                              18.8
 Oxa Autonomy Limited              Funding transaction < 12 months, PWERM     19.4                              42.7
 CoreWeave, Inc.(3)                Sale process                               18.5                              0.0
 Total                                                                        351.7                             359.3

1        £3.4m repayable loan held by IP Group plc, not within the
investment entity subsidiary.

2        Third-party valuation specialists used for 31 December 2025
valuation. In these instances, the valuation basis is management's assessment
of the primary valuation input used by the third-party valuation specialist.

3        Convertible loan note issued by CoreWeave, Inc. as
consideration on the disposal of Monolith AI Limited.

 

                      Level 1                                                                         Level 3
                      Equity investments in quoted spin-out companies net of revenue share liability  Unquoted equity investments in spin-out companies  net of revenue share   Debt investments in unquoted spin-out companies  net of revenue share   Total

                                                                               liability                                                                 liability

                      £m

                                                                       £m
                                                                                                      £m                                                                        £m
 At 31 December 2025  133.2                                                                           504.0                                                                     72.1                                                                    709.3
 At 31 December 2024  133.1                                                                           580.7                                                                     51.6                                                                    765.4

 

Valuation inputs and sensitivities

Unobservable inputs are typically portfolio company-specific and, based on a
materiality assessment, are not considered significant either at an individual
company level or in aggregate where relevant for common factors such as
discount rates.

The sensitivity analysis table below has been prepared in recognition of the
fact that some of the valuation methodologies applied by the Group in valuing
the portfolio investments involve subjectivity in their significant
unobservable inputs. Furthermore, given that many of the Group's portfolio are
the early stage or growth stage of development, their valuations can be
significantly impacted by factors including, but not limited to, the
availability of financing, technical and commercial setbacks, market
developments and regulatory approvals.

The table illustrates the possible impact on valuation of different
sensitivities. The varying levels of sensitivity applied in the table below
are intended to reflect the relative level of judgment in applying the
valuation approach. Additional analysis for Istesso Limited is provided after
the table below, which merit specific focus in light of the specific facts and
circumstances of these investments.

 Valuation technique                                                     Fair value of investments                        Variable inputs                                                                                                                           Variable input sensitivity  Positive impact     Negative impact

                                                                         net of revenue share liability at 31 Dec 2025                                                                                                                                                                                                                  Fair value of investments

                                                                         £m
                                                                         2025                                                                                                                                                                                       %                           £m        % of NAV  £m        % of NAV  2024

                                                                         £m                                                                                                                                                                                                                                                             £m
 Quoted                                                                  133.2                                           n/a                                                                                                                                        n/a                         n/a       n/a       n/a       n/a       133.1
 Funding transaction <12 months                                          178.1                                           Inputs used in PWERM models to quantify the impact of funding transactions on subordinate securities including exit values and timelines.  +/-5                        8.9       0.9       (8.9)     (0.9)     217.8
 Funding transaction >12 months                                          159.1                                                                                                                                                                                      +/-10                       15.9      1.6       (15.9)    (1.6)     54.9
 Other: Future market/commercial events                                  75.3                                            Estimated impact of future event                                                                                                           +/10                        7.5       0.8       (7.5)     (0.8)     60.7
                                                                                                                         Execution risk discount applied to future event (where positive)
                                                                                                                         Extent to which future event is indicative of facts and circumstances in existence at the balance sheet date
 Other: Adjusted financing price based on past performance - Upwards*    -                                               Company-specific milestone analysis resulting in a positive calibration adjustment versus the previous funding transaction price           n/a                         n/a       n/a       n/a       n/a       35.9
 Other: Adjusted financing price based on past performance - Downwards*  58.0                                            Company-specific milestone analysis resulting in a negative calibration adjustment versus the previous funding transaction price           +/-20                       11.6      1.2       (11.6)    (1.2)     152.7
 Other: Revenue multiple*                                                13.4                                            Estimate of future recurring revenues                                                                                                      +/-10                       1.3       0.1       (1.3)     (0.1)     13.1
                                                                                                                         Selection of comparable companies
                                                                                                                         Discount/premium to multiple
 Other: DCF*                                                             92.2                                            Clinical trial success rates                                                                                                               +/-20                       18.4      1.9       (18.4)    (1.9)     97.2
                                                                                                                         Estimate of likelihood, value and structure of a potential pharmaceutical partnership
                                                                                                                         Discount rates
 Total                                                                   709.3                                                                                                                                                                                                                  63.7      6.5       (63.7)    (6.5)     765.4

 

*               Due to the large number of inputs used in the
valuation of these assets, individual unobservable inputs are below a size
threshold that would warrant separate disclosure under IFRS 13 paragraph
93(d). The sensitivities presented in the table above do not cover all
valuation inputs for each individual investment. The portfolio primarily
comprises early‑stage assets, for which valuations are subject to a high
degree of estimation uncertainty and a wide range of reasonably possible
alternative assumptions. To provide meaningful disclosure, investments have
therefore been grouped into relevant categories with common characteristics,
and sensitivities have been assessed at a portfolio level. As a result of the
diversification across a large number of inputs and investments, no single
investment within these groups would, in isolation, have a significant impact
on the overall fair value, and a range of reasonably possible alternative
assumptions does not significantly impact the fair value of the portfolio as a
whole. Accordingly, no additional valuation sensitivity is required at
portfolio level under IFRS 13 paragraph 93(h)(ii). Specific valuation
sensitivities have been disclosed separately for the larger investments where
individual sensitivities are considered more relevant and informative, as set
out below.

 

Within the 'Other: DCF' category above is Istesso Limited, in which we value
IP Group's holding at £89.6m.

The valuation of the equity in this company is based on a DCF model which
assesses the value of the future cash flows arising from the continued
development of the company's lead asset Leramistat via an additional focused
Phase 2b trial, followed by a pharmaceutical partnership, after which the drug
would be taken into a Phase 3 trial followed by regulatory approval. This DCF
model has been updated to reflect the outcome of Istesso's Phase 2b trial,
with the main impact being a delay in market launch of the drug by 3½ years.
The inputs in the DCF model include:

•    the drug development timeline, based on the current development
pathway which would see the drug being approved in mid-2031 if successful

•   probability of Ph2b and Ph3 clinical trial success, based on
comparable clinical trial success rates within autoimmune indications in Ph2
and Ph2 trials, with an estimate of the overall Ph2 rate split between Ph2a
(now complete) and Ph2b

•   the selection of relevant comparable deal sizes, based on comparable
publicly announced deals within the autoimmune space

•     the probability of securing a pharmaceutical partner post Ph2b

•     Leramistat's sales profile based on a bottom up model which
estimates the number of patients failing 1st line biological drug treatment,
with the assumption that Leramistat would address this available patient
population

•    royalty rates receivable by Istesso of drug sales, based on
comparable publicly announced deals within the autoimmune space

•     discount rate, based on the WACC of a large pharma partner which
would take on development of the drug for Phase 3 and onwards

•     The remaining costs to develop Leramistat up until the point of drug
partnership

The valuation is sensitive to the inputs noted above. It is in the Group's
view that the valuation would be impacted by a combination of changes to these
inputs but to provide context to the sensitivity of each input to the
valuation as required IAS 1, the table below sets out the impact on valuation
of changing critical inputs in isolation.

 Input                              Assumption used  Sensitivity   Impact on IPG holding  £m    Impact %  of NAV(1)
 Phase 2b success rate              63%              +/-10%        £14m                         1.5%
 Selected pharma partner deal size  Bottom quartile  Median        £87m                         8.9%
 Discount Rate                      12.75%           +0.25/-1.75%   (£1.8m)/£13m                (0.2%)/1.3%

1              Being impact on IPG holding as a proportion of the
Group's Net Asset Value

Under the DCF methodology, in the event that the drug fails to progress to the
market as a result of trial failures (at either Phase 2b or Phase 3), failure
to receive regulatory approval or failure to partner with a pharmaceutical
partner, the model assumes a zero value outcome.

The modelling approach focuses on a core drug development scenario as outlined
above, however other outcomes such as the requirement to conduct more than one
additional Phase 2b study are possible. In this outcome, the value of the
programme would be materially lower than the concluded fair value estimate.

The Company's interests in subsidiary undertakings are listed in note 11 to
the Company's financial statements.

Currency risk

Exposure to currency risk through asset allocation, which is calculated by
reference to the currency in which the asset is quoted, is shown below. A
+/-1% sensitivity has been included to demonstrate the effect of fluctuations
in foreign exchange rates. 1% is considered to be appropriate due to the
stable currencies in which we hold cash.

                    At 31 December 2025
                    Investments £m   Sensitivity +/- 1% £m
 US dollar          87.7             0.9
 Australian dollar  109.3            1.1
 Euro               14.2             0.1
 Swedish Krona      1.0              0.0
 Total              212.2            2.1

 

                    At 31 December 2024
                    Investments £m   Sensitivity +/- 1% £m
 US dollar          96.8             1.0
 Australian dollar  94.0             0.9
 Euro               12.9             0.1
 Swedish Krona      5.7              0.1
 Total              209.4            2.1

 

C: Limited partnership interests

 

See note 15 for the accounting policy relating to limited and limited
liability partnership interests, and for information prior to the adoption of
the investment entity accounting basis on 16(th) December 2025.

 

Fund interests are valued on a net asset basis, estimated based on the
managers' NAVs. Manager's NAVs apply valuation techniques consistent with IFRS
and are subject to audit. Where audited accounts are received in arrears of
the publication of the Group's results hence these are marked as unaudited in
the table below, however a retrospective review of audited accounts versus
earlier unaudited results is carried out. Managers' NAVs are usually published
quarterly, two to four months after the quarter end. The below table analyses
the fund valuations with reference to manager NAV dates used at 31 December.

 Limited & Limited Liability Partnerships      Functional currency  Status                                    2025

                                                                                                               £m
 IPG Cayman Fund L.P. (Longview Innovation)    USD                                  Unaudited                 22.3
 UCL Technology Fund L.P.                      GBP                                 Unaudited                  18.4
 Total                                                                                                        40.7

We reviewed the underlying valuation methodologies adopted by our Fund
managers for all Fund investments of material value. Following our review of
valuation methodologies, the Q3 North America University Innovation L.P. NAV
statement was adjusted downwards. Such adjustments were based on an assessment
of the valuations of specific equity and debt investments in portfolio
companies held within the fund in question. In making these assessments, the
Group has applied a valuation methodology consistent with that used in respect
of the Group's equity and debt investments. In line with other Level 3 assets,
a +/-5% sensitivity has been applied to the valuation of the Group's limited
partnership interests, reflecting the relative level of judgment involved in
applying the valuation approach.

The Group considers interests in limited and limited liability partnerships to
be level 3 in the fair value hierarchy throughout the current and previous
financial years.

The valuation of the Group's interests in limited and limited liability
partnerships is an accounting estimate, as management has applied judgment in
considering whether to adjust the NAV estimates provided by the fund manager.
This assessment was based on an analysis of the appropriateness of valuations
of specific equity and debt investments in portfolio companies held within the
fund in question. In making these assessments, the Group has applied a
valuation methodology consistent with that set out in note 14. Unobservable
inputs are portfolio company-specific and, based on a materiality assessment,
are not considered individually significant either at an individual company
level or in aggregate where relevant for common factors such as discount
rates.

D: Receivable on sale of debt and equity investments

 

See note 16 for the accounting policy relating to amount receivable on sale of
equity and debt investments, and for information prior to the adoption of the
investment entity accounting basis on 16(th) December 2025.

 

The following table summarises the primary valuation basis used to value the
deferred and contingent consideration:

 

 Investment                       Primary Valuation Basis                                                 Value

                                                                                                          net of revenue share liability at 31 Dec

                                                                                                          2025

                                                                                                          £m
 Pfizer Obesity Royalty Interest  Probability-weighted DCF model reflecting potential milestone payments  36.4
 Featurespace                     Discounted sale amount                                                  10.1
 Enterprise Therapeutics          Probability-weighted DCF model reflecting potential milestone payments  3.5
 Oxular                           Discounted sale amount                                                  2.0
 Monolith AI                      Discounted sale amount                                                  1.9
 Kynos                            Discounted sale amount                                                  0.5
 Total                                                                                                    54.4

 

Deferred and contingent consideration is measured at fair value and classified
within Level 3 of the fair value hierarchy, reflecting the use of significant
unobservable inputs.

Inputs and valuation sensitivities

As a former 31% shareholder in Zihipp Limited, which was subsequently acquired
by Metsera, IP Group is entitled to 31% of all consideration paid or payable
to selling shareholders under the Metsera Share Purchase Agreement, including
contingent milestone payments linked to specified development, regulatory and
commercial events, together with royalties based on Net Sales and Net
Receipts. These obligations are not impacted by the acquisition of Metsera by
Pfizer in November 2025.

Key valuation inputs used in the DCF valuation of the Group's deferred equity
consideration in respect of Pfizer's obesity programmes are the same as
disclosed within the fair value of cash flows from intangible assets section
(A) above. Valuation sensitivities are as follows:

 Input                         Assumption used                             Sensitivity   Impact on IPG Deferred Consideration £m   Impact % of NAV(1)
 Clinical trial success rates  PF'3944i: 53%,                              +/- 5%        9.8 / (7.8)                               1.0% / (0.8%)

                               PF'3944 & PF'3945:25%, PF'3944o: 9.6%
 Discount rate                 11.5%                                       -1.25%/+1.0%  3.7 / (2.6)                               0.4% / (0.3%)

 

E: Other non-current assets

 

                                   2025

                                    £m
 Fair value of tax losses          10.3
 Other assets                      9.1
 Total                             19.4

 

Tax losses have been reflected in the valuation of IP2IPO Innovations Limited.
The valuation adopts a market participant perspective and is based on
post‑tax cash flows; accordingly, the economic benefit of available tax
losses within that subsidiary has been incorporated through their utilisation
against forecast taxable profits arising from licence and royalty income.

 

Separately, a deferred tax asset has been recognised in respect of losses held
in other investment entity subsidiaries where the recognition criteria are
met.

 

F: Non-current liabilities

 

Carried interest plan liability (see Note 23)

The calculation of the liability in respect of the Group's LTICS is derived
from the fair value estimates for the relevant portfolio investments and does
not involve significant additional judgement (although the fair value of the
portfolio itself is a significant accounting estimate). The actual amounts of
carried interest paid are determined by cash realisations of individual
vintages, and may change in the next financial year as portfolio valuations
evolve.

                      2025

                      £m
 At 31 December 2025  16.0

 

Loans from Limited partners of controlled funds (see Note 20)

The assets (primarily equity investments) of a co-investment fund, IP Venture
Fund II LP which is managed by the Group, are included in the Investment
Entity balance sheet shown above. Loans from third parties of controlled funds
represent third-party LP loans into this partnership. Under the terms of the
Limited Partnership Agreement, these loans are repayable only upon these funds
generating sufficient realisations to repay the Limited Partners. Management
anticipates that the funds will generate the required returns and consequently
recognises the full associated liabilities.

The classification of these loans as non-current reflects the forecast timing
of returns and subsequent repayment of loans, which is not anticipated to
occur within one year.

                      2025

                      £m
 At 31 December 2025  18.3

 

29. Alternative performance measures ("APM")

IP Group management believes that the alternative performance measures
included in this document provide valuable information to the readers of the
financial statements as they enable the reader to identify a consistent basis
for comparing the business' performance between financial periods and provide
more detail concerning the elements of performance which the managers of the
Group are most directly able to influence or are relevant for an assessment of
the Group. They also reflect an important aspect of the way in which operating
targets are defined and performance is monitored by the Directors. These
measures are not defined by IFRS and therefore may not be directly comparable
with other companies' APMs, including those in the Group's industry. APMs
should be considered in addition to, and are not intended to be a substitute
for, or superior to, IFRS measurements.

The Directors believe that these APMs assist in providing additional useful
information on the underlying trends, performance and position of the Group.
Consequently, APMs are used by the Directors and management for performance
analysis, planning, reporting and incentive-setting purposes.

                                                                                                                                                                                    Calculation
 APM                              Reference for reconciliation                                  Definition and purpose                                                                                                                                                      2025         2024

                                                                                                                                                                                                                                                                            £m           £m
 NAV per share                    Primary statements note 21                                    NAV per share is defined as Net Assets divided by the number of outstanding         NAV                                                                                     £975.1m      £952.5m
                                                                                                shares.

                                                                                                The measure shows net assets managed on behalf of shareholders by the Group
                                                                                                per outstanding share.

                                                                                                NAV per share is a standard measure used within our peer group and can be
                                                                                                directly compared with the Group's share price.
                                                                                                                                                                                    Shares in issue                                                                         883,427,642  975,286,268
                                                                                                                                                                                    NAV per share                                                                           110.4p       97.7p
 Return on NAV                    Primary statements                                            Return on NAV is defined as the total comprehensive income or loss for the          Total comprehensive income                                                              67.2         (210.0)

                                                             year excluding charges which do not impact on net assets, specifically
                                                                                                share-based payment charges.

                                                                                                The measure shows a summary of the income statement gains and losses which

                                                             directly impact NAV.
                                  note 5
                                                                                                                                                                                    Excluding:
                                                                                                                                                                                    Share-based payment charge                                                              2.4          1.9
                                                                                                                                                                                    Return on NAV                                                                           69.6         (208.1)

 Net portfolio gains/(losses)(1)  note 14, 15, 16                                               Net portfolio gains/(losses) are defined as the movement in the value of            Change in fair value of equity and debt investments                                     (70.1)       (246.1)
                                                                                                holdings in the portfolio due as a result of realised and unrealised gains and
                                                                                                losses.

                                                                                                The measure shows a summary of the income statement gains and losses which are
                                                                                                directly attributable to the total portfolio (see definition below), which is
                                                                                                a headline measure for the Group's portfolio performance.

                                                                                                This is a key driver of the Return on NAV which is a performance metric for
                                                                                                Directors' and employees' incentives.
                                                                                                                                                                                    Gain on disposal of equity investments                                                  37.5         63.7
                                                                                                                                                                                    Change in fair value of LP                                                              (12.8)       (12.6)

                                                                                                                                                                                     interests(2)
                                                                                                                                                                                    Gain on deconsolidation of subsidiaries                                                 117.8        -
                                                                                                                                                                                    excluding deferred tax asset recognition                                                (8.4)        -
                                                                                                                                                                                    Net portfolio gains/(losses)                                                            64.0         (195.0)

 Total portfolio(2)               Consolidated statement of financial position,                 Total portfolio is defined as the total of equity investments, debt                 Equity investments                                                                      -            713.8

                                                             investments, investments in LPs, amounts receivable on sale of equity and debt
                                   note 14, 15, 28                                              investments, and portfolio investments held within investment entity
                                                                                                subsidiaries (including the fair value of cash flows from intangible assets).

                                                                                                This measure represents the aggregate balance sheet amounts which the Group
                                                                                                considers to be its investment portfolio, and which is described in further
                                                                                                detail within the portfolio review section of the strategic report.
                                                                                                                                                                                    Debt investments                                                                        3.4          51.6
                                                                                                                                                                                    LP interests                                                                            1.2          58.1
                                                                                                                                                                                    Assets held for sale                                                                    -            13.9
                                                                                                                                                                                    Receivable on sale of debt and equity investments (long term)                           -            18.5
                                                                                                                                                                                    Receivable on sale of debt and equity investments (short term)                          -            1.6
                                                                                                                                                                                    Revenue Share Liability                                                                 -            (5.4)
                                                                                                                                                                                    Portfolio investments held within investment entity subsidiaries                        903.5        -

                                                                                                Total portfolio                                                                                                                 908.1                 852.1

 Portfolio investment             Primary statements                                            Portfolio investment is defined as the purchase of equity and debt investments      Purchase of equity and debt investments                                                 (68.0)       (60.8)

                                                             plus investments into limited partnership interests.

                                                                                                This gives a combined measure of investment into the Group's portfolio.

                                                                                                                                                                                    Investment in limited and limited liability partnerships                                (2.5)        (2.2)
                                                                                                                                                                                    Portfolio investment                                                                    (70.5)       (63.0)

 Cash proceeds                    Primary statements                                            Cash proceeds is defined as the proceeds from the disposal of equity and debt       Proceeds from the sale of equity investments                                            52.5         182.2
                                                                                                investments plus distributions received from limited partnership interests.

                                                                                                                                                                                    Distributions from limited partnership funds                                            5.6          1.2
                                                                                                Proceeds from assets held for sale                                                                                              10.0                  -
                                                                                                Cash proceeds                                                                                                                   68.1                  183.4

 Net overheads                    Financial review, note 9                                      Net overheads are defined as the Group's core overheads less operating income.      Other income                                                                            7.4          5.5
                                                                                                The measure reflects the Group's controllable net operating "cash-equivalent"
                                                                                                central cost base.
                                                                                                                                                                                    Other administrative expenses                                                           (23.4)        (25.3)
                                                                                                                                                                                    Excluding:
                                                                                                                                                                                    Non-portfolio foreign exchange movements                                                0.1          (2.7)
                                                                                                                                                                                    Restructuring costs - labour                                                            -            2.4
                                                                                                                                                                                    Restructuring costs - professional                                                      -            0.3
                                                                                                Net overheads                                                                                                                   (15.9)                (19.8)

 Gross cash and deposits(3)       Primary statements                                            Cash and deposits is defined as cash and cash equivalents plus deposits.            Cash and cash equivalents                                                               16.5         115.6

                                  note 28
                                                                                                                                                                                    Deposit                                                                                 -            170.0
                                                                                                                                                                                    Deposits and Cash and cash equivalents held in investment entity subsidiaries           194.5        -
                                                                                                                                                                                    Gross cash and deposits                                                                 211.0        285.6

 Simple return on capital (%)     Note 29                                                       Defined as net portfolio gains/(losses) divided by the opening total portfolio      Net portfolio/(losses)                                                                  64.0         (195.0)

                                                             value.

                                                                                                This measure gives a view of the size of portfolio gains or losses relative to
                                                                                                the opening portfolio value, giving useful additional context for the value of
                                                                                                gains or losses.
                                                                                                                                                                                    Opening total portfolio value                                                           852.1        1,167.7
                                                                                                                                                                                    Simple return on capital (%)                                                            8%           (17%)

 % Return on NAV (%)              Note 29 (return on NAV) Primary statements (Net Asset Value)  Defined as return on NAV divided by the opening Net Asset Value.                    Return on NAV                                                                           69.6         (208.1)

                                                                                                This measure gives a view of the size of Return on NAV relative to the opening
                                                                                                Net Asset Value, giving useful additional context for the value of returns.

                                                                                                                                                                                    Opening Net Asset Value                                                                 952.5        1,190.3
                                                                                                                                                                                    Return on NAV (%)                                                                       7%           (17%)

 

1.     Gains or losses from changes in investment entity status are
reported within Net portfolio gains/(losses).

2.     Total portfolio now includes investments within investment entity
subsidiaries and deferred consideration and revenue share amounts.

3.     Cash and cash equivalents held in fair value investments in
subsidiaries. are now included within Gross cash and deposits for greater
transparency of the Group's available funds.

 

30. Post balance sheet events

 

There were no post balance sheet events noted.

 

 

UNAUDITED

 

Pro-forma Statement of financial position

 

 

The following table reconciles the shows how the Group's financial position
would look if it was consolidated on a line by line basis rather than the IFRS
basis.

                                                          Pro-forma   IFS adjustments   IFRS basis

                                                           2025      2025               2025        2024

                                                          £m          £m                £m          £m
 ASSETS
 Non-current assets
 Goodwill                                                 0.4        -                  0.4         0.4
 Property, plant and equipment                            0.3        (0.3)              -           0.8
 Investments in investment entity subsidiaries            -          1,073.8            1,073.8     -
 Fair value of cash flows from intangible assets          211.6      (211.6)
 Joint venture investment                                 0.5        (0.5)              -           0.6
 Equity investments                                       640.5      (640.5)            -           713.8
 Debt investments                                         78.7       (75.3)             3.4         51.6
 Limited and limited liability partnership interests      41.9       (40.7)             1.2         58.1
 Receivable on sale of debt and equity investments        74.7       (74.7)             -           18.5
 Deferred tax asset                                       18.6       (18.6)             -           -
 Total non-current assets                                 1,067.2    11.6               1,078.8     843.8
                                                                     -
 Current assets                                                      -
 Assets held for sale                                                -                  -           13.9
 Trade and other receivables                              8.1        (4.8)              3.3         6.3
 Receivable on sale of debt and equity investments        16.7       (16.7)             -           1.6
 Deposits                                                 123.2      (123.2)            -           170.0
 Cash and cash equivalents                                87.8       (71.3)             16.5        115.6
 Total current assets                                     235.8      (216.0)            19.8        307.4
 Total assets                                             1,303.0    (204.4)            1,098.6     1,151.2
 EQUITY AND LIABILITIES                                              -
 Equity attributable to owners of the parent                         -
 Called up share capital                                  17.8       -                  17.8        19.5
 Share premium account                                    102.5      -                  102.5       102.5
 Capital redemption reserve                               3.5        -                  3.5         1.8
 Retained earnings                                        864.7      (13.5)             851.3       842.2
 Total equity attributable to equity holders              988.5        (13.4)           975.1       966.0
 Non-controlling interest                                 (13.4)     13.4               -           (13.5)
 Total equity                                             975.1      -                  975.1       952.5
 Current liabilities
 Trade and other payables                                 11.1       (8.1)              3.0         12.5
 Borrowings                                               122.8      (3.1)              119.7       6.3
 Total current liabilities                                133.9      (11.2)             122.7       18.8
 Non-current liabilities
 Borrowings                                               -          -                  -           122.8
 Carried interest plan liability                          16.0       (16.0)             -           27.3
 Deferred tax liability                                   3.7        (2.9)              0.8         4.5
 Loans from limited partners of consolidated funds        18.3       (18.3)             -           19.9
 Other non-current liabilities                            156.0      (156.0)            -           5.4
 Total non-current liabilities                            194.0      (193.2)            0.8         179.9
 Total liabilities                                        327.9      (204.4)            123.5       198.7
 Total equity and liabilities                             1,303.0    (204.4)            1,098.6     1,151.2

 

 

 

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