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RNS Number : 5952C  Schroders Capital Global Innovation  28 March 2025

LONDON STOCK EXCHANGE ANNOUNCEMENT

SCHRODERS CAPITAL GLOBAL INNOVATION TRUST PLC

(the "Company")

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

Information disclosed in accordance with DTR 4.1

 

The Company's annual report and financial statements for the year ended 31
December 2024 is being published in hard copy format and an electronic copy
will shortly be available to download from the Company's web pages:
www.schroders.com/inov (http://www.schroders.com/inov)

Tim Edwards, Chair of the Company, commented:

"Following the shareholders' vote in favour of the managed wind-down of the
Company, our strategic focus has shifted to an orderly realisation of the
Company's assets over a reasonable timeframe."

 

Key Highlights:

 * The Company's NAV per share for the year to 31 December 2024 fell by 21.2% and
the share price by 24.9%. The legacy portfolio saw a decrease in value of
33.7% during the year, accounting for 97% of the total fair value loss.

 * The Company's holding in Revolut saw its valuation written up by 85%,
contributing positively to the Company's NAV.

 * Three new investments were made across the three strategies of venture,
growth, and life sciences which align with the Investment Manager's successful
25-year track record.

 * During the year, the Company made realisations of equities totalling
£39.4 million. As of 31 December 2024, the Company had £31.6 million in
cash and liquid money market funds and £3.1 million in liquid public equity
investments to meet the funding requirements of the existing portfolio,
finalise the remaining buyback programme, fund the initial return of capital,
and meet ongoing operating costs.

 * Post the year end the Company announced that its portfolio company Araris
Biotech AG, a Swiss biotechnology company, had entered into an agreement to be
acquired by Taiho Pharmaceutical Co. Ltd. The upfront payment will generate a
distribution of approximately $24.3m (£18.7m) at closing (7.2x upfront gross
multiple of invested capital ("MoIC")), and potential additional distributions
of up to $43.6m (£33.7m) subject to near and long-term milestones (20.2x
total gross MoIC).

 * Following shareholders voting in favour of the discontinuation resolution to
provide for the managed wind-down of the Company, the Board's 2025 strategic
focus has changed to undertake a managed wind-down of the Company and realise
all existing assets in the portfolio in an orderly manner. The Board will aim
to achieve a balance between returning cash to shareholders in a timely manner
and maximising value.

 

Results webinar

There will be a live webinar with the Investment Manager in which they will
report on the year ended 31 December 2024. The presentation will be followed
by a live Q&A session. The webinar will take place on 28 March 2025 at
2.00pm. Register for the event at https://www.schroders.events/INOV25
(https://www.schroders.events/INOV25)

The Company's annual report and financial statements, including the Notice of
Annual General Meeting, will shortly be uploaded to the Financial Conduct
Authority's National Storage Mechanism and will be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . A separate
announcement will be released once this has taken place.

Enquiries:

Schroder Investment Management Limited

   Charlotte Banks/Kirsty Preston (Press)   020 7658 6000
   Katherine Fyfe (Company Secretary)          020 7658 6000

 

 

Chair's Statement

Introduction and managed wind-down strategy

On 31 January 2025, the Board announced the publication of a Circular
convening a General Meeting on 27 February 2025. At this General Meeting
shareholders voted overwhelmingly in favour of a managed wind-down strategy,
which will allow for the orderly realisation of the Company's assets over
a reasonable timeframe, to achieve a balance between maximising returns and
returning capital to shareholders on a timely basis.

In the months before the General Meeting the Company had engaged with its
largest shareholders. The feedback from this process formed part of the
Board's wider consideration of the strategic options available to the Company,
which also included the possibility of a sale of the Company's legacy assets
and/or the combination of the Company with another listed investment company.
Both of these latter options were actively pursued by the Board. In addition,
several individual shareholders had also written to the Company to make their
views known. The Board would like to thank all shareholders for their
constructive feedback.

In the Board and Investment Manager's opinion, an orderly realisation of
assets as opposed to a series of forced disposals is the most attractive
strategy for shareholders to realise the value in the Company's portfolio.

During this process of orderly realisation, the Company will typically follow
the natural life cycle of the underlying investments, so that the majority of
the assets will be exited on the occasion of a future liquidity event, such as
a trade sale or initial public offering ("IPO").

The Board expects that the amounts received from the sales of assets will be
returned to shareholders, with the initial return of capital expected to be
approximately £30 million.

It is intended that the Company's listing and the capacity to trade in its
shares will be maintained for as long as practicable during the realisation
process, whilst being subject to any regulatory considerations. Accordingly,
once a significant proportion of the Company's assets have been realised, the
Board will then consider proposing a resolution for a formal voluntary
liquidation of the Company, which will require additional shareholder approval
at the relevant time.

Performance

The Company's NAV per share for the year to 31 December 2024 fell by 21.2% and
the share price by 24.9%.

Performance during the year was primarily driven by a fall in value of the
holdings in Oxford Nanopore and Reaction Engines. In contrast, it was pleasing
to see stronger performance in the Company's holding in Revolut, whose
valuation was written up by 85% and contributed positively to the Company's
NAV.

During the year, the Company made realisations of equities totalling
£39.4 million, fully exiting the public equity holdings, Oxford Nanopore and
Immunocore, as well as proceeds generated from the sale of Carmot Therapeutics
to Roche, and the first milestone payment following the sale of Kymab. Three
new investments were made across the three strategies of venture, growth, and
life sciences which align with the Investment Manager's successful 25-year
track record.

As at 31 December 2024, the Company had £31.6 million in cash and liquid
money market funds, and £3.1 million in liquid public equity investments(1).

Post the year end the Company announced on 17 March 2025, that its portfolio
company Araris Biotech AG ("Araris"), a Swiss biotechnology company developing
next-generation antibody drug conjugates had entered into an agreement to be
acquired by Taiho Pharmaceutical Co. Ltd. The upfront payment will generate
a distribution of approximately $24.3 million (£18.7 million) at closing and
potential additional distributions of up to $43.6 million (£33.7 million)
subject to near and long-term milestones. Based on the valuation implied by
the up-front purchase consideration, near-term milestone potential and
accounting for specific closing adjustments according to the Company's
valuation policy, the estimated value of its holding would approximately be
£19.5 million. The overall impact on the Company's NAV will be evaluated as
part of the Company's 31 March 2025 NAV publication.

More details on the Company's performance can be found in the Investment
Managers Report.

(1)Excluding BenevolentAI which is fair value priced by the AIFM.

Completion of capital discipline policy

The Company began a share repurchase programme in September 2023 as part of
its capital discipline policy and stated the intention "to repurchase shares
equal to at least 5% of the Company's issued share capital in each of the
calendar years 2023 and 2024, and in addition such number of shares in order
to ensure that over the period to the 2025 AGM, the Company has undertaken
share repurchases in an amount equating to 25% of all net cash realisations
from the portfolio inherited from the previous portfolio manager."

During 2024, the Board successfully repurchased 43 million shares, equal to 5%
of the Company's issued share capital during the year, at an estimated
weighted average discount to the last reported NAV on 30 September 2024 of
36.3%. No shares are held in treasury. In aggregate the buybacks during the
year represented a capital return of £5.3 million. The discount to NAV which
was trading at 47.9% immediately before the start of the share repurchase
programme finished the year at 44.8%.

Due to the realisations made from the portfolio the Company needed to complete
its commitment to the capital discipline policy in early 2025. Therefore
5,909,126 shares were repurchased during 2025 for a sum of £608,821. The
Board has now concluded the capital discipline policy, and it is unlikely
share buybacks will occur in the future. Instead, the Board will be
prioritising the return of capital to shareholders as announced in the
Circular published on 31 January 2025.

Valuation process for private investments

The valuation of private investments continues to be an area of considerable
focus by the market.

The private investments are valued by an independent Schroders in-house
valuation team which resides in Schroders Capital Fund Operations and Services
team and is separate from the investment function.

Valuations are calculated using established methodologies and public market
comparators in accordance with International Private Equity and Venture
Capital guidelines.

Valuations of the entire portfolio are reviewed on a quarterly basis by the
Board and annually by the Auditor and clearly communicated to the market.

The Company's AIFM maintains and applies effective organisational and
administrative arrangements with a view to taking all reasonable steps
designed to identify, prevent, manage and monitor conflicts of interests in
relation to the unquoted valuation process. The Schroders Capital valuation
process and governance structure is intended to ensure independence,
accountability and segregation of duties in the oversight functions.

Comprehensive details of the valuation methodology and process can be found in
the Strategic Report on pages 20 to 21 of the full annual report and financial
statements.

Board composition

Given the current status of the Company, the Board are mindful of the
operating costs of the Company and considers it appropriate to reduce the
number of Directors and as such Lamia Baker will retire from the Board
following the conclusion of the forthcoming AGM in May 2025. On behalf of the
Board, I would like to thank Lamia for her contribution to the Company and
wish her well for her future plans.

Annual General Meeting ("AGM")

The AGM will be held at 12.30pm on Wednesday, 21 May 2025 at 1 London Wall
Place, London EC2Y 5AU. The Board looks forward to welcoming shareholders to
attend and participate in the meeting.

Shareholders will also have the opportunity to hear a presentation from the
Investment Managers, Tim Creed and Harry Raikes, and light refreshments will
be served. Please note that all voting will be on a poll and we encourage all
shareholders to exercise their votes by means of registering them with the
Company's registrar ahead of the meeting, online or by completing paper proxy
forms, and to appoint the Chair of the meeting as their proxy. Information on
voting can be found in the Notice of Annual General Meeting on pages 75 to 77
of the full annual report and financial statements. In the event that
shareholders have a question for the Board, please email
amcompanysecretary@schroders.com in advance of the AGM.

Results webinar

Please join the Investment Manager for a webinar in which they will report on
the year ended 31 December 2024. The presentation will be followed by a live
Q&A session. The webinar will take place on 28 March 2025 at 2.00pm.
Register for the event at https://www.schroders.events/INOV25
(https://www.schroders.events/INOV25)

Outlook

Following the shareholders' vote in favour of the managed wind-down of the
Company, our strategic focus has shifted in early 2025 to an orderly
realisation of the Company's assets over a reasonable timeframe. As stated
above, we expect realisations to be achieved via a combination of trade sales
and IPOs. Based on our latest estimates and prevailing market conditions,
Araris notwithstanding, we do not expect to start meaningful realisations
until the 2026-2027 period.

Taking into account the Company's current cash, including the upfront proceeds
from the sale of Araris, and existing commitments, the Board and the
Investment Manager anticipate the initial return of capital will be
approximately £30 million and this is scheduled to occur by 30 June 2025.

 

 

Tim Edwards

Chair

27 March 2025

 

Investment Manager's Review

"We will aim to achieve a balance between returning cash to shareholders in a
timely manner and maximising value."

Summary

-          The Company reported a NAV of 19.94p per share as of
31 December 2024, a decrease of 21.2% relative to the NAV share per share as
of 31 December 2023 (25.32p).

-          The main detractors from performance over the 12-month
period, included holdings in Oxford Nanopore and Reaction Engines. On the
positive side, within the new investment portfolio(1), the position in Revolut
provided a bright spot. Overall, the legacy portfolio(1) saw a decrease in
value of 33.7% during the year, accounting for 97% of the total fair value(2)
loss.

-          During the 12-months to 31 December 2024, the Company made
realisations totalling £39.4 million, fully exiting the public equity
holdings, Oxford Nanopore and Immunocore. There were also proceeds generated
from the sale of Carmot Therapeutics to Roche, and the first milestone payment
following the sale of Kymab.

-          During the year, the Company purchased 43 million shares
equivalent to 5% of the outstanding share capital as of 31 December 2023 for
a total of £5.3 million. This is in addition to the 47 million shares
purchased in the prior financial year.

-          New investments totalling £13.1 million into three
companies were completed (Neurona Therapeutics, AI Company II(3), AI Company
III(3)) across our three strategies: venture, growth and life sciences.
Additionally, £6.0 million of follow-on investments were made.

-          On 31 January 2025, the Board announced the publication of
a Circular convening a General Meeting on 27 February 2025. At this meeting,
shareholders voted in favour of the discontinuation resolution and adoption of
the revised investment objective and policy to provide for the managed
wind-down of the Company with an orderly realisation of the Company's assets,
including an initial return of capital.

-          As of 31 December 2024, the Company had £31.6 million in
cash and liquid money market funds and £3.1 million in liquid public equity
investments(4) to meet the funding requirements of the existing portfolio,
finalise the remaining buyback programme, fund the initial return of capital,
and meet ongoing operating costs. Of these cash reserves, £608,821 were spent
on buybacks in January and February 2025.

Source: HSBC/Schroders.

(1)New investment portfolio refers to investments made by Schroders Capital
and legacy portfolio refers to assets inherited from the previous portfolio
Manager.

(2)Please refer to Valuation Approach and Process' section for an outline of
fair value.

(3)Actual name not disclosed due to confidentiality.

(4)Excluding BenevolentAI which is fair value priced by the AIFM.

Financial performance

2024 performance

The NAV as of 31 December 2024 was £162.4 million, a decrease of 25.2%
compared with the NAV as of 31 December 2023 (£217.1 million).

This 25.2% decrease in NAV comprised:

-    Public equity holdings: -11.0%

-    Private equity venture holdings: -5.4%

-    Private equity life science holdings: -3.1%

-    Private equity growth holdings: -3.0%

-    Money market funds*: +0.6%

-    Repurchase and cancellation of the Company's own shares: -2.4%

-    Costs and other movements: -0.9%

*Standard Variable Net Asset Value Money Market Fund.

Attribution analysis (£m)

                                     Private equity                                 Money
                                     Life sciences  Venture  Growth  Public equity  market funds  Cash    Other  NAV
 Fair value as at
 31 December 2023                    31.0           39.3     73.3    56.8           9.7           2.9     4.1    217.1
 + Investments                       6.9            4.3      7.9     -              36.1          (55.2)  -      -
 - Realisations at value             (10.4)         (0.1)    -       (28.9)         (17.5)        56.9    -      -
 +/- Fair value gains/(losses)       (6.7)          (11.6)   (6.4)   (23.9)         1.3           -       -      (47.3)
 +/- Reclassified holdings           -              -        -       -              -             -       -      -
 - Repurchase & cancellation of
 the Company's own shares            -              -        -       -              -             (5.3)   -      (5.3)
 +/- Costs & other movements         -              -        -       -              -             2.6     (4.7)  (2.0)
 Fair value as at
 31 December 2024                    20.8           31.9     74.8    4.0            29.6          1.9     (0.6)  162.4

 

Source: HSBC / Schroders.

Past performance is not a guide to future performance and may not be repeated.
The value of investments and the income from them may go down as well as up
and investors may not get back the amounts originally invested. The securities
shown above are for illustrative purposes only and are not to be considered a
recommendation to buy or sell. For further information regarding the costs and
charges associated with your investment, please refer to the annual report.

Public equity holdings

The Company's public equity holdings saw a decrease in value of 42.1%
contributing -11.0% to the decrease in NAV over the 12-month period.

A significant driver was the performance of Oxford Nanopore, which was fully
exited during the year. During the first half of the year, the value fell by
-54.9%. The company released a trading update in January 2024 preceding its
annual results in March. The company grew Life Science Research Tools ("LSRT")
revenue by 15% (from £147 million to £169 million), underlying LSRT revenue
by 39% (from £108 million to £150 million), while extending its adjusted
Earnings Before Interest, Taxes, Depreciation and Amortisation ("EBITDA")
losses (from £79 million to £105 million). These results fell short of
analyst consensus estimates with management citing difficulties in the final
quarter associated with U.S. semiconductor regulation in Asia and one-off
customer delays. The company also announced changes to a key commercial
agreement and reduced its medium-term growth and profitability guidance.
During the second half of the year, Oxford Nanopore's share price remained
volatile. Some investors were reassured following the announcement of the
completion of an £80 million equity issue led by strategic investor, Novo
Holdings A/S. However, we took a more cautious view and fully exited the
position towards the end of the year.

Autolus Therapeutics had a fair value loss of 63.1% over the 12-month period.
Despite receiving FDA approval for Obe-Cell for the treatment of adult
relapsed/refractory B-cell Acute Lymphoblastic Leukaemia (R/R B-ALL), the
share price traded down over the period. Obe-Cell is currently under review
for R/R B-ALL at the European Medicines Agency, with a decision anticipated in
the first half of 2025. Further expected major value inflections include: up
to estimated 12 month clinical efficacy and safety data from the Phase I
MCARTY trial (NCT04795882) in up to 24 patients for pipeline cell therapy
AUTO8 and up to 24 month clinical efficacy and safety data from the Phase I
LIBRAT1 trial (NCT03590574) in up to 200 patients.

The listed share price of AI-enabled drug discovery and development company
BenevolentAI declined 64.8% over the year. In December 2024, the company
announced a major strategic overhaul to return to its foundational mission of
integrating AI with biopharmaceutical development. This will include an
organisational restructuring and budgetary changes to extend its operational
runway into 2027. The company is reported as a public equity holding although
fair value priced by the Company's AIFM due to a lack of liquidity in the
listed shares. As of 31 December 2024, the holding in BenevolentAI is held at
a discount of 39.5% to the listed share price (FY23: 51.0%). After the period,
the company was delisted from Euronext Amsterdam.

Private equity venture holdings

The Company's venture holdings saw a decrease in value of 29.8% contributing
-5.4% to the decrease in NAV over the 12-month period. The decrease was driven
entirely by legacy holdings1 with a £13.2 million fair value loss and
partially offset by a £1.6 million increase in the value of new investments2.

A main driver was Reaction Engines which was written down to zero from £10.6
million at 31 December 2023. This was a result of slower than anticipated
revenue growth and failing to raise further financing. On 31 October 2024,
Reaction Engines entered administration.

The valuation of the Company's holding in Federated Wireless decreased over
the period, albeit increased positively in the final quarter. The business
restructuring is on track, and the company is meeting its 2024 objectives.
Additionally, the valuation of the Company's holding in Genomics was decreased
over the period following a £35 million funding round led by existing
investors F-Prime Capital and Foresite Capital, including new investors
Infinity Investment Partners and US life insurer MassMutual.

Positive contributors over the period were MMC SPV 3, a new investment in an
AI software company that raised financing at improved terms. Additionally,
Nexeon, a leader in engineered silicon materials for battery applications,
which made good progress during the year with building its first
commercial-scale plant to deliver silicon anode material starting in 2025,
fulfilling the previously announced binding supply agreement with Panasonic.

Private equity life science holdings

11 of 12

life sciences portfolio companies have reached clinical stage

The Company's life sciences holdings saw a decrease in value of 21.6%,
contributing 3.1% to the decrease in NAV over the 12-month period. The
decrease was driven overwhelmingly by legacy life science holdings with a
£7.4 million fair value loss, and partially offset by a £0.7 million
increase in the value of new life science investments.

A notable detractor was the portfolio's holding in OcuTerra, which was
revalued to zero in the first quarter of 2024, from £4.8 million at
31 December 2023. This decision was made after the company announced that its
phase II DR:EAM clinical trial of the selective RGD integrin inhibitor,
nesvategrast (OTT166) eye drops, for patients with diabetic retinopathy, did
not meet its endpoints. Although the data confirmed the safety of OTT166, the
experimental medication did not show a statistically significant improvement
in the diabetic retinopathy severity scale scores compared to the placebo
group.

Additionally, AMO Pharma was marked down to zero at the year-end given there
is no reasonable probability of regulatory market approval of their only
active pipeline asset based on the available clinical data.

On the positive side, Anthos Therapeutics increased in value during the year.
Their leading drug candidate, abelacimab (aimed at preventing stroke and
systemic embolism in patients with atrial fibrillation), continued to progress
through Phase 3 clinical trials. As mentioned previously, it was announced
after the period end that Anthos Therapeutics will be acquired by Novartis.
Based on available information, the holding was revalued upwards by 24% in the
final quarter of 2024.

In December 2023, it was announced that Carmot had entered into a definitive
agreement to be acquired by Roche, a global pharmaceutical company, at a
purchase price of $2.7 billion upfront and the potential for $400 million in
milestone payments. The transaction closed on 29 January 2024 and the Company
received £4.5 million upfront payment, generating a 3.2x multiple on invested
capital.

Additionally, the sale of Araris Biotech was also agreed after the period end.
Araris entered into an agreement to be acquired by Taiho Pharmaceuticals for
an upfront purchase price of $400 million, with the potential for additional
milestone payments of up to $740 million. The estimated value of the
Company's holding based on the implied valuation by the upfront purchase
consideration, near-term milestone potential and accounting for specific
closing adjustments according to the Company's valuation policy, would be
£19.5 million, a £16.3 million upwards revision compared to the 31 December
2024 value. The valuation impact is expected to be reflected in the 31 March
2025 NAV.

Out of the 12 life science portfolio investments (shown overleaf), 11 have
reached clinical stage, of which two have been acquired, two are expected to
be acquired, five have shown clinical proof of concept and one has been
approved.

(1)Assets inherited from previous Portfolio Manager.

(2)Investments made by Schroder Capital.

 

Private equity growth holdings

29%

average sales growth for growth portfolio companies(1)

The Company's growth holdings saw a decrease in value of 8.9% contributing
-3.0% to the decrease in NAV over the 12-month period. This decrease was
primarily driven by mixed performance in the new portfolio (-£3.6 million)
and legacy portfolio (-£2.7 million).

Ada Health recorded significant revenue growth between 2020 to 2023 and
reached Earnings before Interest, Tax, Depreciation and Amortisation
("EBITDA") level profitability in 2023, driven by new large contract wins. On
this basis, the investment was revalued upwards in Q2 2024. However, Ada
Health experienced tough market conditions for growth with tightening
pharmaceutical budgets during the year.

The valuation of Bizongo was reduced during the year to reflect near-term
growth expectations following a recent restructuring of the business.
Additionally, Salica Environmental Technologies Fund was revalued downwards
during the year due to developments in the portfolio and a revised outlook.

These downward revaluations in the growth portfolio were partially offset by
an upwards revaluation of Revolut (+85% versus 31 December 2023), following
another successful year. Revolut announced two important updates to its
business outlook during the year. Firstly, the company received its UK banking
licence with restrictions from the Prudential Regulation Authority, the
regulator responsible for overseeing the UK banking sector, to complete the
build out of their UK banking operations. In August 2024, the company
announced a secondary share sale, providing liquidity for employees at a $45
billion valuation. With these developments, the company is well set to
continue its impressive growth journey.

Foreign exchange

Over the year, the fair value of investments denominated in United States
Dollar (USD), were positively impacted by depreciation in the value of the
British Pound Sterling (GBP). Meanwhile, the fair value of investments
denominated in Swiss Franc (CHF) and Euro (EUR) were negatively impacted by
appreciation in the value of the British Pound Sterling (GBP).

Cash and debt

£31.6m

Cash position and liquid money market funds

As of 31 December 2024, the Company had £31.6 million in cash and liquid
money market funds and £3.1 million in liquid public equity investments(2) to
meet the funding requirements of the existing portfolio, finalise the
remaining buyback programme, fund the initial return of capital, and meet
ongoing operating costs.

After the year end, two acquisitions were announced; Anthos Therapeutics has
agreed to be acquired by Novartis for an upfront purchase price of $925
million and a potential additional $2.2 billion of regulatory and sales
milestone payments; and Araris Biotech by Taiho Pharmaceutical for an upfront
purchase price of $400 million, with the potential for additional milestone
payments of up to $740 million. The Company's share of the upfront payments
is approximately $2.8 million and $24.3 million, respectively.

(1)As at 31 December 2024, the estimated weighted average sales growth over
the last-twelve-months for all growth investments valued using a market-based
valuation approach, and excluded Salica Environmental Technologies Fund. Also
excludes Bizongo due to a change in accounting methodology and therefore lack
of like for like figures.

(2)Excluding BenevolentAI which is fair value priced by the AIFM.

Investment activity

Realisations

With the clear priority set by the Board to successfully deliver the buyback
programme, we continued altering the liquidity mix to ensure the Company was
appropriately positioned. During the year, we exited positions in certain
public holdings with the goal of reducing volatility in required sources of
liquidity, and to position the portfolio to better align with the renewed
focus on private equity. To this end, the Company realised £39.4 million over
the 12-months to 31 December 2024, including fully exiting public equity
holdings in Oxford Nanopore and Immunocore.

Additionally, £4.5 million was received from the sale of Carmot Therapeutics
and the first milestone payment of £4.5 million was received following the
sale of Kymab.

After the year end, it was announced that Anthos Therapeutics will be acquired
by Novartis. This investment is expected to generate 1.9x gross MoIC(1) on the
upfront payment and up to 3.2x with milestones. The transaction is due to
complete during 2025.

Additionally, the sale of Araris Biotech was also agreed after the period end.
This investment is expected to generate ~8.5x gross MoIC on the upfront
initial payment, and up to 20.2x with near and long-term milestones. The
transaction is due to complete in the first half of 2025.

(1)Multiple on invested capital.

Investments

3

new portfolio companies added in the past 12-months

While ensuring the Company was able to successfully execute the buyback
programme, we also made three new investments across our private equity
sub-strategies: venture, growth and life sciences. These are illustrated
below.

During the year, the company invested £1.3 million into Neurona Therapeutics
(further information provided below), £7.9 million into AI Company II, a
growth stage company that provides high-quality data curation services for
generative AI models and application developers, and £3.9 million into AI
Company III, a venture stage company developing a proprietary generative AI
foundational model for software development. The actual name of these two AI
companies is not disclosed in order to preserve confidentiality.

Small follow-on investments or capital calls totalling £6.0 million were made
into Memo Therapeutics, iOnctura, Araris Biotech, MMC SPV and Anthos
Therapeutics.

LIFE SCIENCES

Neurona Therapeutics

The Company invested $1.6 million (£1.3 million) in US-based, clinical stage
cell therapy company. The Company participated in Neurona's series E financing
round, which raised $120 million and was co-led by Viking Global Investors and
Cormorant Asset Management, with participation from new and existing
investors.

Neurona Therapeutics is a clinical-stage cell therapy company focused on
discovering and developing allogeneic neural cell therapies to treat chronic
diseases of the nervous system.

Proceeds from the financing will be used to advance the company's pipeline of
wholly-owned, off-the-shelf cell therapies for multiple indications, including
its lead investigational candidate, NRTX-1001. NRTX-1001 is being evaluated in
an ongoing open-label, single-arm Phase I/II clinical trial for treatment of
drug-resistant mesial temporal lobe epilepsy, with further potential
application in Alzheimer's disease.

In February 2025, Neurona Therapeutics reported that its lead asset NRTX-1001
has been well tolerated in all 19 initial subjects and resulted in a 92%
reduction in seizures up to 7-12 months post administration. The FDA also
agreed to pivotal phase III studies with the registration endpoint set at a
clinically meaningful reduction of seizures at only six months, verses two
years as previously anticipated.

Cash runway analysis

As outlined for the first time in last years annual report, we have provided
below our assessment of the overall portfolio funding risk. The table breaks
down equity investments over the relevant period by which portfolio companies
are required to raise further capital or risk failure.

As of 31 December 2024, 56% of equity investments (by value) were either
profitable, fully funded, with no need to raise further capital, or funded
beyond 2027. This also indicates that 24% of equity investments (by value)
will need to raise additional capital during 2025 and 20% during 2026.

It is important to highlight that the change in the funding risk profile (as a
percentage of total equities) reflects both the changes in the underlying
characteristics of the portfolio, for example a company transitioning from
unprofitable to profitable, and the change in the relative weighting of
holdings, which may be impacted by investment activity and portfolio
revaluations.

Expected cash runways for portfolio companies

                    31 December 2023      31 December 2024
 Expected cash      Fair       % of       Fair       % of
 runway             value      equities   value      equities
 1 year             £24.1m     12.0%      £31.6m     24.0%
 2 years            £43.0m     21.5%      £25.9m     19.7%
 3 years +          £63.6m     31.7%      £2.1m      1.6%
 Unprofitable
 (fully funded)     £11.8m     5.9%       £19.9m     15.1%
 Profitable (incl.
 milestones)        £57.9m     28.9%      £52.0m     39.5%
 Total equities     £200.4m    100%       £131.5m    100%

Source: Schroders Capital, 2025. These figures represent forecasts and may not
be realised. % of equity investments as at 31 December 2024.

Outlook

Following shareholders voting in favour of the discontinuation resolution to
provide for the managed wind-down of the Company, our 2025 strategic focus has
changed to undertake a managed wind-down of the Company and realise all
existing assets in the portfolio in an orderly manner.

We will aim to achieve a balance between returning cash to shareholders in a
timely manner and maximising value. As such, our focus on generating liquidity
from the legacy portfolio during prior years will now also extend to the
entire portfolio (including new investments). Based on our latest estimates
and prevailing market conditions, other than the exit of Anthos and Araris, we
do not expect additional meaningful realisations to start until the 2026-2027
period at the earliest. We expect realisations to be achieved via a
combination of trade sales and IPOs. It is important to highlight that exit
events are likely to include an element of deferred consideration, either due
to lock-up provisions for IPOs, or deferred considerations for trade sales.

Any amounts received during the orderly realisation will be held as cash on
deposit and/or as cash equivalents, prior to returns being made in cash to
shareholders (net of provisions for the Company's costs and expenses).

We will not make any new investments except in the following circumstance:
investments may be made to honour commitments under existing contractual
arrangements or, with the Board's prior written approval, into any existing
investment.

Taking into account the Company's current cash and existing commitments, the
Board and the Investment Manager anticipate that the first return of capital
to shareholders will take place in relatively short order. The Company expects
that the initial return of capital will be approximately £30 million.

Tim Creed and Harry Raikes

Portfolio Managers

27 March 2025

 

Top 10 holdings

The Company's top ten holdings as of 31 December 2024 compared with the
respective holding as of 31 December 2023.

                                    31 December 2023       31 December 2024
                                    Value       % of       Value       % of
 Portfolio company   Strategy        (£'000)    NAV         (£'000)    NAV
 Atom Bank           Growth         23.1        9.7%       23.1        14.2%
 Revolut             Growth         7.9         3.6%       14.6        9.0%
 Salica ET Fund¹     Growth         10.9        5.0%       8.2         5.0%
 Back Market         Growth         8.8         4.1%       8.1         5.0%
 AI Company II       Growth         -           -          8.0         4.9%
 AgroStar            Growth         7.3         3.4%       7.9         4.9%
 Nexeon              Venture        7.0         3.2%       7.8         4.8%
 Federated Wireless  Venture        6.4         2.9%       5.4         3.3%
 Ada Health          Growth         9.6         4.4%       4.2         2.6%
 Cequr               Life sciences  5.0         2.3%       4.1         2.6%

 

Source: HSBC/Schroders.

¹ Salica Environmental Technologies Fund, previously HP Environment
Technologies Fund.

 

Atom Bank

Leading UK app-only challenger bank

Atom Bank is the UK's first bank built exclusively for mobile. It aims to
redefine what a bank should be, making things easier, more transparent, and
better value. Atom currently offers savings accounts, mortgages and business
loans.

In June 2024, Atom Bank published its FY24 Annual Report for the 12-month
period to March 2024 reporting its first annual operating profit of £27
million (up from £4.2 million in FY23). Key highlights included:

-          Customer numbers increased 2% from 224,000 to 229,000
whilst maintaining industry leading customer reviews.

-          Customer deposits decreased 13.6% from £6.6 billion to
£5.7 billion driven by deposit spreads tightening and resulting in volumes
and surplus liquidity being actively managed down.

-          Loans under management increased 23.5% from £3.4 billion
to £4.2 billion.

-          Net interest income increased 31% from £76 million to
£100 million as a result of a strong loan book growth.

-          Net interest margin, calculated as Net interest income
divided by average total loans for the period over which it was generated,
remained stable at 2.8% during the year.

Revolut

Global neobank and financial technology company

Revolut is a fintech firm that provides banking and payment services. The
company offers multi-currency cards and a mobile app that includes currency
exchange, peer-to-peer payment and bank transfer solutions. It also offers
personal and business banking solutions.

In June 2024, Revolut released its Annual Report for 2023 providing greater
detail on progress in the prior year:

-          Number of retail customers increased 45% year-on-year
increase to 38 million at the end of 2023, including a 41% increase in
customers on paid plans.

-          Number of monthly transactions increased 73% from 341
million in 2022 to 590 million in 2023.

-          Deposits increased 20% to £15.1 billion.

-          Revenue increased 95% from £923 million in 2022 to
£1,798 million in 2023.

-          Number of employees increased 35% to 8,000 as of June
2024.

In July, the company received its UK banking licence with restrictions from
the Prudential Regulation Authority, the regulator responsible for overseeing
the UK banking sector, to complete the build out of their UK banking
operations.

In August 2024 the company announced a secondary share sale, providing
liquidity for employees at a $45 billion valuation led by international
institutional investors.

Salica Environmental Technologies Fund

Fund that invests in emerging environmental technologies

The Salica Environmental Technologies Fund was seeded through the secondary
purchase of a portfolio of seven environmental technology companies.

During 2024, Bluewater Bio, the largest holding had positive announcements
including:

-          Major contract win in Bahrain: secured a £33 million
contract to upgrade the North Sitra wastewater treatment works in Bahrain.

-          The company won The Sustainability Award as part of The
LDC Top 50 Most Ambitious Business Leaders programme for 2024, highlighting
their commitment to sustainable practices in innovation, and was also named as
one of Europe's Long-Term Growth Champions in the 2024 Financial Times'
inaugural rankings.

Back Market

Global marketplace for refurbished devices

Back Market is a leading online marketplace dedicated to refurbished devices.
The company's mission is to make restored devices mainstream. Back Market
works with professional refurbishers to guarantee that every device has been
tested and restored to perfect working condition according to industry
standards.

-          In 2024, Back Market introduced several new products,
including refurbished PlayStation consoles and expanded their smart phone
range. Additionally, in collaboration with Bouygues in France and Visible by
Verizon in the US, Back Market offered affordable phone plans bundled with
refurbished phones.

-          Back Market now has over 2,000 professional sellers on the
platform.

 

Principal and emerging risks and uncertainties

The Board, through its delegation to the Audit, Risk and Valuation Committee,
is responsible for the Company's system of risk management and internal
control and for reviewing its effectiveness. The Board has adopted a detailed
matrix of principal risks affecting the Company's business as an investment
trust and has established associated policies and processes designed to manage
and, where possible, mitigate those risks, which are monitored by the Audit,
Risk and Valuation Committee on an ongoing basis. This system assists the
Board in determining the nature and extent of the risks it is willing to take
in achieving the Company's strategic objectives.

Risk assessment and internal controls review by the Board

 

Risk assessment includes consideration of the scope and quality of the systems
of internal control operating within key service providers, and ensures
regular communication of the results of monitoring by such providers to the
Audit, Risk and Valuation Committee, including the incidence of significant
control failings or weaknesses that have been identified at any time and the
extent to which they have resulted in unforeseen outcomes or contingencies
that may have a material impact on the Company's performance or condition. The
internal control environment of the Manager, the depositary and the registrar
are tested annually by independent external auditors. The reports are reviewed
by the Audit, Risk and Valuation Committee.

 

Although the Board believes that it has a robust framework of internal control
in place this can provide only reasonable, and not absolute, assurance against
material financial misstatement or loss and is designed to manage, not
eliminate, risk. Actions taken by the Board and, where appropriate, its
Committees, to manage and mitigate the Company's principal and emerging risks
and uncertainties are set out in the table below. Both the principal and
emerging risks and uncertainties and the monitoring system are subject to
robust assessment at least annually. The last assessment took place in March
2025.

 

During the year, the Board discussed and monitored a number of risks that
could potentially impact the Company's ability to meet its strategic
objectives. The Board receives updates from the Investment Manager, Company
Secretary and other service providers on emerging risks that could affect the
Company. As a result of the shareholder approval of the new investment
objective and investment policy placing the Company into managed wind-down,
the Board has updated the risk matrix to better represent the current
principal risks and the relevant mitigation measures.

 

No significant control failings or weaknesses were identified from the Audit,
Risk and Valuation Committee's ongoing risk assessment

throughout the financial year and up to the date of this report. The Board is
therefore satisfied that it has undertaken a detailed review of the risks
facing the Company and that the internal control environment continues to
operate effectively.

 

Actions taken by the Board and, where appropriate, its Committees, to manage
and mitigate the Company's principal and emerging risks and uncertainties are
set out in the table below. The "Status" column on the right highlights at a
glance the Board's assessment of any increases or decreases in risk during the
year after mitigation and management. The arrows show the risks as increased,
decreased or unchanged and also indicates where a new risk has been identified
as part of the managed wind-down process

 

A full analysis of the financial risks facing the Company is set out in note
18 to the financial statements.

 

 Risk                                                                             Mitigation and management                                                        Status
 Strategy
 Maximising returns                                                               The Board receives regular reports on the Company's investment performance       NEW RISK

                                                                                against its stated objectives along with reports from discussions with its
 The Company may not achieve its investment objective to undertake a managed      major shareholders.
 wind-down of the Company and realise all existing assets in the Company's

 portfolio in an orderly manner. This could be due a misjudgment regarding the    The realisation process will be carried out in a way that seeks to achieve a
 exit of an investment, either in terms of timing or price.                       balance between maximising the value received from investments and making

                                                                                timely returns to shareholders. The Company expects to typically follow the
 Trying to sell assets as part of a managed wind-down strategy may have an        natural life cycle of investments which is expected to maximise shareholder
 impact on disposal proceeds. Assets may be realized at a material discount to    returns. Given the current market environment, any effort to sell assets in
 the most recently published independent valuations. Sales commissions,           the secondary market would be detrimental to returning value to shareholders.
 liquidation costs, taxes and other costs associated with the realisation of

 the Company's assets together with the usual operating costs of the Company      The Board will seek regular advice from its advisers regarding the most
 will reduce the cash available for distribution to shareholders. In addition,    appropriate timing and mechanism to return capital to shareholders.
 sales of assets may take longer than anticipated.
 Return of capital may be delayed                                                 The proceeds of sales, along with the cash and cash equivalents will be          NEW RISK

                                                                                available to return capital to shareholders subject to the need to meet
 The return of capital to shareholders may be delayed by difficulties with        existing contractual commitments and invest in existing investee companies.
 realising assets on a timely basis.

                                                                                The Board anticipates that capital will be returned to shareholders over time
 It is the intention of the Investment Manager to wait for a trigger event in     at the absolute discretion of the Board when it considers the Company has
 order to realise assets, however, it may prove necessary to wait for longer      sufficient cash accumulated from realisations to justify a distribution.
 than anticipated for these trigger events to occur.
 Economic and market                                                              The Investment Manager is experienced and has a long track record in

                                                                                successfully investing in private equity and venture.
 The portfolio will normally be fully invested and as such will therefore

 inevitably be exposed to economic and market risk. Changes in general economic   The Investment Manager spreads investment risk by investing in high quality
 and market conditions, such as currency exchange rates, interest rates,          companies at various stages of their development. Having the flexibility to
 inflation rates, industry conditions, tax laws, political events and trends      continue to hold these investments as they transition to public entities taps
 can substantially and adversely affect the value of investments. Market risk     into the growth potential of businesses throughout their life cycle. The
 includes the potential impact of events which are outside the Company's          global mandate allows the Investment Manager to diversify the portfolio
 control, such as pandemics, civil unrest and wars.                               geographically and thus mitigate against challenging economic conditions of a
                                                                                  single market or sector.

                                                                                  The Investment Manager will not normally hedge against foreign currency
                                                                                  movements, but does take into account the risk when making investment
                                                                                  decisions. Further details on financial risks and risk mitigation are detailed
                                                                                  in note 18 to the accounts.
 Investment
 Portfolio                                                                        The AIFM, under delegated authority from the Board, has responsibility for the

                                                                                valuation of the assets in the portfolio. The AIFM, in turn employs a
 Portfolio risk encompasses valuation, and concentration risks.                   dedicated valuations function which resides in the Schroders Capital Fund

                                                                                Operations and Services team and is separate from the investment function. The
 Private equity companies generally have greater valuation uncertainties and      AIFM maintains and applies effective organisational and administrative
 liquidity risks than public equity holdings.                                     arrangements with a view to taking all reasonable steps designed to identify,

                                                                                prevent, manage and monitor conflicts of interests in relation to the unquoted
 The valuation of private equity early stage companies is inherently difficult.   valuation process. The Schroders Capital valuation process and governance
 Valuation at a fixed point in time may not be representative of the medium or    structure is intended to ensure independence, accountability and segregation
 longer term. Particular events at a company or particular funding rounds may     of duties in the oversight functions.
 have a significant impact. Information may not be as widely available as with

 public companies and these companies may not yet have meaningful revenues or     Valuations are calculated using established methodologies and public market
 profits.                                                                         comparators in accordance with International Private Equity and Venture

                                                                                Capital guidelines. Valuations of the entire portfolio are reviewed on a
 Investments quoted in inactive markets may also be subject to significant and    quarterly basis by the Board and annually by the Auditor and clearly
 abrupt volatility and liquidity discount.                                        communicated to the market. It performs valuations using widely-accepted

                                                                                valuation methodologies and may be supported by an external valuation agent.
 Realisations will vary, and it is anticipated that there will be both positive   Currently, Kroll is engaged to support the valuation team and provides inputs
 and negative variance from sales prices to valuations during the managed         and recommendations to assist in conducting valuations, where required.
 wind-down.

                                                                                Valuations are considered and challenged by the Audit, Risk and Valuations
 Short term liquidity issues can become compounded by market events.              Committee on a quarterly basis as well as on an ad hoc basis where required
                                                                                  together with scrutiny by the Auditor on an annual basis.

                                                                                  The Investment Manager conducts regular reviews of investee companies through
                                                                                  regular engagement to monitor progress and ensure milestones are adequately
                                                                                  met. Short term liquidity issues are mitigated over time when such companies
                                                                                  deliver on their milestones and value is recognised.
 Concentration risk                                                               The Board and the Investment Manager believe that having undue concentration     NEW RISK

                                                                                of investments in a small number of assets or sectors is not beneficial for
 The risk linked to any portfolio concentration might be compounded due to the    the long-term health and stability of the portfolio. During the wind-down, the
 nature of some of the businesses and the risks associated with both commercial   Investment Manager will seek to realise investments at their natural exit
 and technical milestones.                                                        points during future liquidity events to ensure maximum exit value and

                                                                                shareholder returns. During this period, the Investment Manager and Board will
 During the managed wind-down, the size and value of the Company's portfolio      be committed to actively overseeing and evaluating the portfolio to identify
 will be reduced as investments are realised and concentrated in fewer            and mitigate any potential associated risks.
 holdings. In particular some biotechnology companies can take a long time
 before trials can prove efficacy and create a trigger event allowing
 satisfactory disposal. Thus the portfolio may be made up predominantly of
 biotechnology companies towards the end of the wind-down and investors may
 need to wait more than five years for full realisation. This increased
 concentration could create a collective sectoral risk and may adversely affect
 the performance of the Company's portfolio as it is exposed to a portfolio
 with lower diversification.
 Shares                                                                           The Board, the Investment Manager and the Broker are actively engaging with      NEW RISK

                                                                                shareholders and the Company will continue to provide updates during the
 The Company may experience volatility in its share price, both as a function     managed wind-down process. Disposals will be completed in a manner that
 of volatility in its net asset value and a reduction in share liquidity as       preserves shareholder value.
 capital is returned to shareholders, which may result in a continued or
 possibly wider discount to net asset value.
 Liquidity                                                                        The Company has no loan facility in place and its assets include readily

                                                                                realisable securities which can be sold to meet ongoing funding requirements.
 Insufficient liquid resources to meet its ongoing financial demands.             The Investment Manager manages its liquid investments to ensure that
                                                                                  sufficient cash is available to meet contractual commitments. A cash buffer is
                                                                                  also held to meet other short-term needs. The Company had cash of £1.9
                                                                                  million (2023: £2.9 million) as at 31 December 2024. In addition, the
                                                                                  Company has a £29.6 million holding in the Schroder Special Situations -
                                                                                  Sterling Liquidity Plus Fund, which is a money market fund with daily
                                                                                  redemption terms. The Board reviews the Company's cash flow forecasts under
                                                                                  various stressed scenarios on an ongoing basis.
 Key person dependency                                                            The Investment Manager has a compensation and incentive scheme to recruit and

                                                                                retain key staff including the portfolio managers, and has developed a
 The Investment Manager operates a team approach to portfolio management and      suitable succession planning programme, which seeks to ease the impact
 decision-making so the risk arising from the departure of one or more of the     that additional workload and/or the loss of a key investment professional
 Investment Manager's key investment professionals should not necessarily         may have on the Company's performance. The Investment Manager will notify any
 prevent the Company from achieving its investment objective.                     change in its key professionals to the Board at the earliest possible

                                                                                opportunity and the Board will be made aware of all efforts made to fill a
 The Investment Manager's resources could become stretched through the launch     vacancy.
 of new products or team departures leading to a lack of focus on the Company's

 portfolio, particularly given the status of the managed wind-down.               Furthermore, investment decisions are made by a team of professionals,

                                                                                mitigating the impact of the loss of any key professional within the
 The Manager could terminate its contract with the Company. This event would      Investment Manager's organisation on the Company's performance.
 have an impact on the management of the portfolio requiring renegotiation or

 substitution, likely on less favourable terms.                                   The AIFM agreement includes clauses which set out the notice periods for
                                                                                  termination from either party as detailed in the Directors' Report on page 37
                                                                                  of the full annual report and financial statements.
 ESG and climate change                                                           The Investment Manager integrates considerations, including climate change,

                                                                                into the investment process.The approach to conducting ESG-related analysis of
 Failure by the Investment Manager to identify potential ESG matters in an        private companies is complemented with a standard exclusions list, more
 investee company, given their private nature, could lead to the Company's        bespoke assessments, dedicated ESG reference calls, and by integrating several
 shares being less attractive to investors as well as potential valuation         external tools and data sources, including RepRisk, World- Check, the ESG Data
 issues in the underlying investee company.                                       Convergence Project and eFront's ESG Outreach module to further assess ESG
                                                                                  risks and opportunities in private assets.
 Operational
 Operational                                                                      Experienced third party service providers are employed by the Company under

                                                                                appropriate terms and conditions and with agreed service level specifications.
 The Company has no employees and the Directors have been appointed on a          Service level agreements include clauses which set out the notice periods for
 non-executive basis. The Company is therefore reliant upon the performance of    terminations.
 third-party service providers.

                                                                                The Board receives regular reports from its service providers and the
 Failure of any of the Company's service providers to perform in accordance       Management Engagement Committee will review the performance of key service
 with the terms of its appointment, to protect against breaches of the            providers at least annually.
 Company's legal and regulatory obligations such as data protection, or to

 perform its obligations at all as a result of insolvency, fraud, breaches of     Directors are invited to a Manager hosted two-day annual internal controls
 cyber security, failures in business continuity plans or other causes, could     briefing sessions which covers the internal controls of its key service
 have a material detrimental impact on the operation of the Company.              providers including the Company's depositary and custodian, HSBC, the
                                                                                  Company's registrar, Equiniti, and Schroders Group Internal Audit team. In
                                                                                  addition, the Audit, Risk and Valuation Committee reviews reports on the
                                                                                  external audits of the internal controls operated by certain key service
                                                                                  providers.
 Information technology and information security                                  The Board receives controls reports from its key service providers which

                                                                                describe the protective measures they take as well as their business recovery
 Each of the Company's service providers is at risk of cyber attack, data theft   plans. In addition, the Board receives an annual presentation from the
 and service disruption.                                                          Manager on cyber risk.

 While the risk of financial loss by the Company is probably small, the risk of
 reputational damage and the risk of loss of control of sensitive information
 is more significant, for instance a GDPR breach. Many of the Company's service
 providers and the Board often have sensitive information regarding
 transactions or pricing and information regarded as inside information in
 regulatory terms. Data theft or data corruption per se is regarded as a lower
 order risk as relevant data is held in multiple locations.
 Taxation                                                                         The Board and the Manager monitor compliance with the investment trust rules,    NEW RISK

                                                                                seeking advice where appropriate and liaise regularly with HMRC.
 The Company carried on business as an investment trust however, failure to
 comply with section 1158 of the Corporation Tax Act 2010 may be a negative
 impact on the Company.

 The Board expects that the Company will continue to fulfil the relevant
 conditions to qualify as an investment trust in the short term. However, as
 the managed wind-down progresses, the Company cannot guarantee that it will
 maintain continued compliance with all of such conditions, including the
 condition to maintain a spread of investment risk, particularly in its latter
 stages when the portfolio has been fully realised. The basis of taxation of
 any shareholder's investment in the Company may differ or change materially if
 the Company fails or ceases to maintain investment trust status.

 

Viability statement

 

Provision 31 of the UK Corporate Governance Code requires the Board to make a
statement on its assessment of the prospects of the Company over a period
which should be significantly longer than 12 months. The Board has assessed
its current position and the time period over which its assets are likely to
be realised and agreed that a five-year period ending 31 December 2029 was
appropriate.

 

On 27 February 2025, shareholders approved a change in investment objective
and investment policy allowing the Company to undergo an orderly realisation
of assets, returning capital to shareholders. The Company is therefore
preparing its financial statements on a basis other than going concern due to
the Company being in a managed wind-down.

 

In their assessment of the prospects of the Company, the Directors have
considered each of the principal risks and uncertainties set out above and the
liquidity and solvency of the Company. The Directors have considered the
Company's income and expenditure projections and believe that they meet the
Company's funding requirements.

 

The Company's investments comprise some readily realisable securities which
can be sold to meet funding requirements if

necessary and there is no expectation that the nature of these will change
materially in future.

 

Based on this assessment, the Board has a reasonable expectation that the
Company will be able to continue in operation and meet its liabilities as
they fall due in the viability period.

 

 

Going concern

 

The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. On 27 February
2025, shareholders approved a change in investment objective and investment
policy allowing the Company to undergo an orderly realisation of assets,
returning capital to shareholders. The Company is therefore preparing its
financial statements on a basis other than going concern due to the Company
being in a managed wind-down.

 

The Board will endeavour to realise all of the Company's investments in a
manner that achieves a balance between maximising the net value received from
those investments and making timely returns to shareholders.

 

Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the winding-down period and to meet all
liabilities as they fall due, given the Company is now in managed wind-down,
the Directors considered it appropriate to adopt a basis other than going
concern in preparing the financial statements. No adjustments to the valuation
basis have arisen as a result of ceasing to apply the going concern basis.

 

By order of the Board

 

Schroder Investment Management Limited

Company Secretary

 

27 March 2025

 

Statement of Directors' Responsibilities

Directors' responsibilities

The Directors are responsible for preparing the annual report and the
financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors have elected to prepare the
financial statements in accordance with United Kingdom Generally Accepted
Accounting Practice (United Kingdom Accounting Standards, comprising Financial
Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in
the UK and Republic of Ireland" and applicable law). Under company law the
Directors must not approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of the Company and
of the return or loss of the Company for that period. In preparing these
financial statements, the Directors are required to:

-          select suitable accounting policies and then apply them
consistently;

-          make judgements and accounting estimates that are
reasonable and prudent;

-          state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and explained in the
financial statements; and

-          prepare the financial statements on a going concern basis
unless it is inappropriate to presume that the Company will continue in
business. For the reasons stated in the Strategic Report and Note 1(a), the
financial statements have not been prepared on a going concern basis.

The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Company's transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements and the Directors'
Remuneration Report comply with the Companies Act 2006. They are also
responsible for safeguarding the assets of the Company and hence for taking
reasonable steps for the prevention and detection of fraud and other
irregularities.

The Manager is responsible for the maintenance and integrity of the web pages
dedicated to the Company. Legislation in the United Kingdom governing the
preparation and dissemination of financial statements may differ from
legislation in other jurisdictions.

Directors' statement

Each of the Directors, whose names and functions are listed on pages 34 and
35 of the full annual report and financial statements, confirm that to the
best of their knowledge:

-          the financial statements, which have been prepared in
accordance with United Kingdom Generally Accepted Accounting Practice (United
Kingdom Accounting Standards and applicable law), give a true and fair view of
the assets, liabilities, financial position and net return of the Company;

-          the annual report and financial statements includes a fair
review of the development and performance of the business and the position of
the Company, together with a description of the principal risks and
uncertainties that it faces; and

-          the annual report and financial statements, taken as a
whole, is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company's position and performance,
business model and strategy.

On behalf of the Board

Tim Edwards

Chair

27 March 2025

 

Income Statement

for the year ended 31 December 2024

                                                                        2024                         2023
                                                                        Revenue  Capital   Total     Revenue  Capital   Total
                                                                  Note  £'000    £'000     £'000     £'000    £'000     £'000
 Losses on investments held at fair value through profit or loss        -        (47,267)  (47,267)  -        (32,015)  (32,015)
 Net foreign currency (losses)/gains                                    -        (17)      (17)      -        42        42
 Income from investments                                          2     195      -         195       784      -         784
 Gross return/(loss)                                                    195      (47,284)  (47,089)  784      (31,973)  (31,189)
 Management fee                                                   3     (893)    -         (893)     (1,252)  -         (1,252)
 Administrative expenses                                          4     (1,351)  -         (1,351)   (1,341)  -         (1,341)
 Net loss before finance costs and taxation                             (2,049)  (47,284)  (49,333)  (1,809)  (31,973)  (33,782)
 Finance costs                                                    5     -        -         -         (16)     -         (16)
 Net loss before taxation                                               (2,049)  (47,284)  (49,333)  (1,825)  (31,973)  (33,798)
 Taxation                                                         6     -        -         -         -        -         -
 Net loss after taxation                                                (2,049)  (47,284)  (49,333)  (1,825)  (31,973)  (33,798)
 Loss per share (pence)                                           7     (0.25)   (5.69)    (5.94)    (0.20)   (3.57)    (3.77)

The "Total" column of this statement is the profit and loss account of the
Company. The "Revenue" and "Capital" columns represent supplementary
information prepared under guidance issued by The Association of Investment
Companies. The Company has no other items of other comprehensive income, and
therefore the net loss on ordinary activities after taxation is also the total
comprehensive income for the year, therefore no separate Statement of
Comprehensive Income has been prepared.

All revenue and capital items in the above statement derive from continuing
operations. No operations were acquired or discontinued in the year.

The notes on pages 59 to 72 of the full annual report and financial statements
form an integral part of these accounts.

Statement of Changes in Equity

for the year ended 31 December 2024

                                                      Called-up               Capital
                                                      share      Share        redemption  Special    Capital      Revenue
                                               Note   capital    premium      reserve     reserve    reserves     reserve     Total
 At 31 December 2022                                   9,042      891,017      44         -           (615,003)   (27,178)    257,922
 Cancellation of share premium(1)                     -           (891,017)   -            891,017   -            -           -
 Repurchase and cancellation of the Company's
 own shares                                            (469)     -            469         (7,872)    812          -           (7,060)
 Net loss after taxation                              -          -            -           -           (31,973)    (1,825)     (33,798)
 At 31 December 2023                           11,12   8,573     -            513          883,145    (646,164)   (29,003)    217,064

 Repurchase and cancellation of the Company's
 own shares                                            (428)     -             428         (5,286)   -            -            (5,286)
 Net loss after taxation                              -          -            -           -          (47,284)      (2,049)    (49,333)
 At 31 December 2024                           11,12   8,145     -             941         877,859   (693,448)     (31,052)   162,445

 

(1) Following an application to the Court on 18 July 2023, the Company has
cancelled its share premium and converted it to a distributable reserve.

The notes on pages 59 to 72 of the full annual report and financial statements
form an integral part of these accounts.

 

Statement of Financial Position

at 31 December 2024

                                                              2024         2023
                                                        Note  £'000        £'000
 Fixed assets
 Investments held at fair value through profit or loss  8     161,097      210,093
 Current assets
 Debtors                                                9      298         5,511
 Cash and cash equivalents                              9      1,948       2,913
                                                               2,246       8,424
 Current liabilities
 Creditors: amounts falling due within one year         10    (898)        (1,453)
 Net current assets                                           1,348        6,971
 Total assets less current liabilities                        162,445      217,064
 Net assets                                                   162,445      217,064
 Capital and reserves
 Called-up share capital                                11     8,145        8,573
 Capital redemption reserve                             12     941         513
 Special reserve                                        12     877,859     883,145
 Capital reserves                                       12     (693,448)   (646,164)
 Revenue reserve                                        12     (31,052)    (29,003)
 Total equity shareholders' funds                             162,445      217,064
 Net asset value per share (pence)                      13    19.94        25.32

These accounts were approved and authorised for issue by the Board of
Directors on 27 March 2025 and signed on its behalf by:

 

Tim Edwards

Chair

The notes on pages 59 to 72 of the full annual report and financial statements
form an integral part of these accounts.

Registered in England and Wales as a public company limited by shares

Company registration number: 09405653

 

Cash Flow Statement

for the year ended 31 December 2024

                                                          2024        2023
                                                          £'000       £'000
 Operating activities
 Net loss before finance costs and taxation               (49,333)    (33,782)
 Adjustments for
 Capital loss before taxation                             47,284      31,973
 (Increase)/decrease in debtors                            (4)        (134)
 Increase/(decrease) in creditors                          (501)      514
 Net cash inflow/(outflow) from operating activities      (2,554)     (1,429)
 Investing activities
 Purchases of investments                                  (55,220)   (35,999)
 Sales of investments                                      62,166     31,178
 Net cash (outflow)/inflow from investing activities       6,946      (4,821)
 Financing activities
 Repurchase and cancellation of the Company's own shares  (5,340)     (6,985)
 Finance costs                                            -           (16)
 Net cash outflow from financing activities               (5,340)     (7,001)
 Change in cash and cash equivalents                       (948)      (13,251)
 Cash and cash equivalents at the beginning of the year    2,913      16,122
 Exchange movements                                        (17)       42
 Cash and cash equivalents at the end of the year         1,948       2,913

Dividends received during the year amounted to £nil (2023: £311,000),
interest from debt securities amounted to £129,000 (2023: £nil) and deposit
interest receipts amounted to £72,000 (2023: £376,000).

The notes on pages 59 to 72 form an integral part of these accounts.

 

Notes to the Financial Statements

1.   Accounting policies

(a) Basis of accounting

Schroders Capital Global Innovation Trust plc ("the Company") is registered in
England and Wales as a public company limited by shares. The Company's
registered office is 1 London Wall Place, London EC2Y 5AU.

The financial statements are prepared in accordance with the Companies Act
2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP"), in
particular in accordance with Financial Reporting Standard (FRS) 102 "The
Financial Reporting Standard applicable in the UK and Republic of Ireland",
and with the Statement of Recommended Practice "Financial Statements of
Investment Trust Companies and Venture Capital Trusts" (the "SORP") issued by
the Association of Investment Companies in July 2022, except for certain
financial information required by paragraph 82(c) regarding unquoted holdings
with a value greater than 5% of the portfolio or included in the top 10, where
information is not publicly available. All of the Company's operations are of
a continuing nature.

The Directors, as at the date of this report, are required to consider whether
they have a reasonable expectation that the Company has adequate resources to
continue in operational existence for the foreseeable future. Following the
General Meeting held on 27 February 2025 at which shareholders voted in favour
of a change in the Company's Objective and Investment Policy in order to
facilitate a managed wind down, the process for an orderly realisation of the
Company's assets and a return of capital to shareholders has begun. The
Company is therefore preparing its financial statements on a basis other than
going concern due to the Company being in a managed wind-down.

The Board will endeavour to realise all of the Company's investments in a
manner that achieves a balance between maximising the net value received from
those investments and making timely returns to Shareholders. Further details
on the future plans and actions of the Company along with the feasibility of
these plans can be found in the Chair's report on pages 4 and 5 of the full
annual report and financial statements.

Whilst the Directors are satisfied that the Company has adequate resources to
continue in operation throughout the winding down period and to meet all
liabilities as they fall due, given the Company is now in a managed wind-down
the Directors considered it appropriate to adopt a basis other than a going
concern in preparing the financial statements. No material adjustments to
accounting policies or the valuation basis have arisen as a result of ceasing
to apply the going concern basis. All of the balance sheet items have been
recognised on a recoverable basis, which is not different from the carrying
amount.

In preparing these financial statements the Directors have considered the
impact of climate change on the value of the Company's investments. The Board
has concluded that, for investments which are valued using quoted bid prices
in active markets, the fair value reflects market participants' view of
climate change risk. Unquoted investments are valued in accordance with the
policy detailed below, using techniques which also reflect each investment's
exposure to climate change risk.

The Company has adopted the provisions of Sections 11 and 12 of FRS 102 for
measuring and disclosing its financial instruments.

The financial statements are presented in sterling and amounts have been
rounded to the nearest thousand.

The accounting policies applied to these financial statements are consistent
with those applied in the financial statements for the year ended 31 December
2023.

Significant judgements, estimates and assumptions have been required in
valuing the Company's investments and these are detailed below.

(b) Use of judgements, estimates and assumptions

The preparation of the accounts requires management to make judgements,
estimates and assumptions that affect the application of accounting policies
and the reported amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates. The resulting accounting judgements,
estimates and assumptions will, by definition, seldom equal the related actual
results.

Judgements, estimates and underlying assumptions are reviewed on an on-going
basis. Revisions to accounting estimates are recognised in the period in which
the estimates are revised and in any future periods affected. The key
estimates in the accounts are the determination of the fair values of the
unquoted investments by the Investment Manager for consideration by the
Directors.

These estimates are key, as they significantly impact the valuation of the
unquoted investments at the year end. The fair valuation process involves
estimation using subjective inputs that are unobservable (for which market
data is unavailable). The key judgements, estimates and assumptions are
described in note 17 on pages 66 and 67.

Fair value estimates are cross-checked to alternative estimation methods where
possible to improve the robustness of the estimates. The risk of an over or
under estimation of fair values is greater when methodologies are applied
using more subjective inputs.

(c) Valuation of investments

Investments that are quoted on an exchange are valued using closing bid
prices. If there has been no material trading in an investment, it will be
valued using the process for unquoted investments, described below.

Investments in shares that are not quoted on any Stock Exchange (unquoted
investments) represent a significant part of the Company's portfolio. Such
investments are held at fair value, which requires significant estimation in
concluding on their fair value. The Company's AIFM conducts valuations for the
portfolio holdings on a quarterly basis. Each quarter, the Audit, Risk and
Valuation Committee reviews a report on the revaluations undertaken on the
unquoted holdings during the period and challenges the considerations and key
assumptions made, where appropriate, to ensure that the valuations are
reliable. Investments in shares that are not quoted on any stock exchange
(unquoted investments) represent a significant part of the Company's portfolio
and may include common stock, preferred stock, warrants and other option-like
instruments. Those investments are carried at their estimated fair values,
consistent with the UK accounting convention FRS 102 and the recommendations
on best practices of the International Private Equity and Venture Capital
("IPEV") guidelines issued in December 2023. The following factors will be
considered in determining the fair value of an unquoted asset:

(i)   Investments which are not traded in an active market are valued using
the price of a recent investment, where there are no factors observed to
suggest a material change in fair value.

(ii)  Where (i) is no longer considered appropriate, investments are valued
at the price used in a material arm's length transaction by an independent
third party, and where there is no impact on the rights of existing
shareholders.

(iii) In the absence of (ii), one of the following methods may be used:

a.   Revenue, Gross Profit or EBITDA multiples, based on listed investments
and private market transactions in the relevant sector, adjusted for
differences such as lack of marketability, size and growth profile.

b.   Recent transaction prices adjusted for the company's performance
against key milestones and the complexity of the capital structure.

c.   Probability-weighted expected return scenarios, discounted at a
risk-adjusted rate of return.

d.   Discounted cash flows analyses based on estimate future cash flows with
an appropriate discount rate.

e.   Option price modelling.

(iv) Investments in funds (which are invariably comprised of unquoted
investments) are valued using the NAV per unit with an appropriate discount or
premium applied to arrive at a unit price.

Where models are used in valuing an investment, significant judgements are
made in estimating the various inputs into the models and recognising the
sensitivity of such estimates, especially in early-stage pre-revenue
enterprises. Examples of the factors where significant judgement is made
include, but are not limited to - the probability assigned to the relative
success or failure of an enterprise; the probable future outcome paths;
discount rates; growth rates; terminal value; selection of appropriate market
comparable companies, the reliability of future revenue and growth forecasts
and the likely exit scenarios for the investor company, for example, IPO or
trade sale. In making judgements in regard to the probability of an investee
outcome, it must be noted that due to the nature of the investee company's
activity, its future outcome may, to a greater or lesser extent, be binary,
for example, if an investee company is developing one particular drug and that
fails its required trials then the outcome may be terminal for that
enterprise. It should be noted that the most significant event that will drive
valuation change in investee companies are company-specific events that would
give rise to a valuation inflexion point (known also as a 'triggering event').
An example of a material inflexion point in a bio-pharma company would be the
successful completion of a drug trial or its approval by a regulatory
authority.

These valuation methods may lead to a company being valued on a suitable
price-earnings ratio to that company's historic, current or forecast post-tax
earnings before interest and amortisation. The ratio used will be based on a
comparable sector but the resulting value will be adjusted to reflect points
of difference identified when compared to the market sector (in which the
investment would reside if it were it listed) including, inter alia, a lack of
marketability.

(d) Accounting for reserves

Gains and losses on sales of investments are included in the Income Statement
and in capital reserves within "Gains and losses on sales of investments".
Increases and decreases in the valuation of investments held at the year end
are included in the Income Statement and in capital reserves within "Holding
gains and losses on investments".

Foreign exchange gains and losses on cash and deposit balances are included in
the Income Statement and in capital reserves.

Revenue reserve

The revenue reserve reflects all income and expenditure recognised in the
revenue column of the Income Statement and any surplus is distributable by way
of dividend.

(e) Income

Dividends receivable are included in revenue on an ex-dividend basis except
where, in the opinion of the board, the dividend is capital in nature, in
which case it is included in capital.

Overseas dividends are included gross of any withholding tax.

Deposit interest outstanding at the year end is calculated and accrued on a
time apportionment basis using market rates of interest.

Income arising from fixed interest securities is recognised in accordance with
the effective interest rate method. This approach allocates interest income,
including premiums, discounts, and directly attributable transaction costs,
over the relevant period so as to reflect a constant rate of return on the
carrying amount of the security.

(f)  Expenses

All expenses are accounted for on an accruals basis. Expenses are allocated
wholly to revenue, except that:

-    Any performance fee is charged wholly to capital.

-    Expenses incidental to the purchase or sale of an investment are
charged to capital. These expenses are commonly referred to as transaction
costs and mainly comprise brokerage commission. Details of transaction costs
are given in note 8 on page 64 of the full annual report and financial
statements.

(g) Finance costs

Finance costs, comprising loan and overdraft interest, are charged wholly to
revenue.

(h) Financial instruments

Cash and cash equivalents may comprise cash and demand deposits which are
readily convertible to a known amount of cash and are subject to insignificant
risk of changes in value.

Other debtors and creditors do not carry any interest, are short-term in
nature and are accordingly stated at nominal value, with debtors reduced by
appropriate allowances for estimated irrecoverable amounts.

(i)   Taxation

The tax charge for the year includes a provision for all amounts expected to
be received or paid. Deferred tax is provided on all timing differences that
have originated but not reversed by the accounting date. Deferred tax
liabilities are recognised for all taxable timing differences but deferred tax
assets are only recognised to the extent that it is probable that taxable
profits will be available against which those timing differences can be
utilised. Deferred tax is measured at the tax rate which is expected to apply
in the periods in which the timing differences are expected to reverse, based
on tax rates that have been enacted or substantively enacted at the balance
sheet date and is measured on an undiscounted basis.

(j)  Value added tax ("VAT")

Expenses are disclosed inclusive of any related irrecoverable VAT.

(k) Foreign currency

In accordance with FRS 102, the Company is required to determine a functional
currency, being the currency in which the Company predominantly operates. The
board, having regard to the currency of the Company's share capital and the
predominant currency in which its shareholders operate, has determined that
sterling is the functional currency and the currency in which the accounts are
presented.

Transactions denominated in foreign currencies are converted at actual
exchange rates as at the date of the transaction. Monetary assets, liabilities
and equity investments held at fair value, denominated in foreign currencies
at the year end are translated at the rates of exchange prevailing at close of
business on the accounting date.

(l)   Share issues

Shares issued are recognised based on the proceeds or fair value received,
with the excess of the amount received over their nominal value being credited
to the share premium account. Direct issue costs are deducted from share
premium.

(m)      Repurchases of shares for cancellation

The cost of repurchasing the Company's own shares including the related stamp
duty and transactions costs is charged to the "Special reserve". Share
repurchase transactions are accounted for on a trade date basis. The nominal
value of share capital repurchased and cancelled is transferred out of
"Called-up share capital" and into "Capital redemption reserve".

2.   Income

                                2024    2023
                                £'000   £'000
 Income from investments
 UK dividends                   -        256
 Interest from debt securities   123     166
 Bank interest                   72      362
                                 195     784

 

3.   Management fee

                 2024    2023
                 £'000   £'000
 Management fee   893     1,252
                  893     1,252

Under the terms of the AIFM agreement, the Manager is entitled to a management
fee and a performance fee, subject to achieving performance targets. Details
of these calculations are set out in the Directors' Report on page 37 of the
full annual report and financial statements. No performance fee is payable for
the current or prior year and no provision is required at 31 December 2024.

Details of all transactions with the Manager are given in note 15 on page 66
of the full annual report and financial statements.

4.   Administrative expenses

                                                                           2024    2023
                                                                           £'000   £'000
 Other administration expenses                                              680    632
 Legal and professional fees                                                232    304
 Valuation fees                                                             21     21
 Directors' fees(1)                                                         184    196
 Auditor's remuneration for the audit of the Company's annual accounts(2)   234    188
                                                                           1,351   1,341

(1) Details payable to the Directors are given in the Remuneration Report on
pages 45 to 47 of the full annual report and financial statements.

(2) No amounts are payable to the auditor for non-audit services. The current
year fee is estimated at £210,000. The prior year fee was under estimated at
the year end by £23,720, the revised fee increase has been recognised in the
current year.

5.   Finance costs

                                        2024    2023
                                        £'000   £'000
 Interest on bank loans and overdrafts  -       16
                                        -       16

 

6.   Taxation

(a) Analysis of tax charge for the year

                                  2024                      2023
                                  Revenue  Capital  Total   Revenue  Capital  Total
                                  £'000    £'000    £'000   £'000    £'000    £'000
 Taxation on ordinary activities  -        -        -       -        -        -

The Company has no corporation tax liability for the year ended 31 December
2024 (2023: nil).

(b) Factors affecting tax charge for the year

                                                                              2024                               2023
                                                                              Revenue    Capital     Total       Revenue    Capital     Total
                                                                              £'000      £'000       £'000       £'000      £'000       £'000
 Net loss on ordinary activities before taxation                               (2,049)    (47,284)    (49,333)    (1,825)    (31,973)    (33,798)
 Net loss on ordinary activities before taxation multiplied by the Company's   (512)      (11,821)    (12,333)    (429)      (7,514)     (7,943)
 applicable rate of corporation tax for the year of 25% (2023: 23.5%)
 Effects of:
 Capital loss on investments                                                  -           11,821      11,821     -           7,514       7,514
 UK dividends which are not taxable                                           -          -           -            (60)      -            (60)
 Disallowed expenses                                                           15        -            15          7         -            7
 Unrelieved management expenses                                                497       -            497         482       -            482
 Taxation on ordinary activities                                              -          -           -           -          -           -

 

(c) Deferred taxation

The Company has an unrecognised deferred tax asset £8,539,000 (2023:
£8,042,000) arising from unutilised tax losses of £34,158,000 (2023:
£32,169,000) based on a prospective corporation tax rate of 25.0% (2023:
25%). In its 2021 budget, the government announced that the main rate of
corporation tax would increase to 25% for the fiscal year beginning on 1 April
2023.

The deferred tax asset has arisen due to the cumulative excess of deductible
expenses over taxable income. Given the composition of the Company's
portfolio, it is not likely that this asset will be utilised in the
foreseeable future and therefore no asset has been recognised in the accounts.

Given the Company's intention to meet the conditions required to retain its
status as an Investment Trust Company, no provision has been made for deferred
tax on any capital gains or losses arising on the revaluation or disposal of
investments.

7.   Return/(loss) per share

                                                             2024         2023
                                                             £'000        £'000
 Revenue loss                                                 (2,049)      (1,825)
 Capital loss                                                (47,284)      (31,973)
 Total loss                                                   (49,333)     (33,798)
 Weighted average number of shares in issue during the year  831,534,516  895,075,078
 Revenue loss per share                                      (0.25)       (0.20)
 Capital loss per share                                      (5.69)       (3.57)
 Loss per share (pence)                                      (5.94)       (3.77)

 

The basic and diluted loss per share is the same because there are no dilutive
instruments in issue.

8.   Investments held at fair value through profit or loss

(a) Movement in investments

                                                                  2024         2023
                                                                  £'000        £'000
 Opening book cost                                                 553,693     581,253
 Opening investment holding losses                                 (343,600)    (338,749)
 Opening fair value                                               210,093      242,504
 Purchases at cost                                                 55,220      35,999
 Sales proceeds                                                    (56,949)     (36,395)
 Losses on investments held at fair value through profit or loss   (47,267)     (32,015)
 Closing fair value                                               161,097      210,093
 Closing book cost                                                 528,514     553,693
 Closing investment holding losses                                (367,417)     (343,600)
 Closing fair value                                               161,097      210,093

 

The Company received £56,949,000 (2023: £36,395,000) from investments sold
in the year. The book cost of the investments when they were purchased was
£80,399,000 (2023: £63,560,000). These investments have been revalued over
time and, until they were sold, any unrealised gains/losses were included in
the fair value of the investments.

 

(b) Unquoted investments, including investments quoted in inactive markets

Material revaluations of unquoted investments during the year 2024

                                         Opening                                Closing
                                         valuation at                           valuation at
                                         31 December   Valuation   Purchases/   31 December
                                         2023          adjustment  (disposals)  2024
                                         £'000         £'000       £'000        £'000
 Revolut LLP                             7,888          6,689      -             14,577
 Salica Environmental Technologies Fund   10,918        (2,750)    -              8,168
 Ada Health                               9,638         (5,390)    -             4,248
 MMC SPV 3 LP                             1,651         1,669      -             3,320
 Bizongo                                  5,585         (4,946)    -             639
 Reaction Engines                         10,625        (10,625)   -            -
 OcuTerra                                 4,804         (4,804)    -            -

 

Material revaluations of unquoted investments during the year 2023

                     Opening                                Closing
                     valuation at                           valuation at
                     31 December   Valuation   Purchases/   31 December
                     2022          adjustment  (disposals)  2023
                     £'000         £'000       £'000        £'000
 Atom Bank            31,686        (8,581)    -             23,105
 Ada Health          7,122          2,516      -             9,638
 Revolut LLP         5,436          2,452      -             7,888
 Federated Wireless   11,227        (4,835)    -             6,392
 Kymab                1,831         4,539      -             6,370
 Genomics            8,854          (3,715)    -             5,139
 BenevolentAI         11,935        (9,679)    (80)          2,176
 AMO Pharma           16,408        (15,058)   -             1,350

 

Material disposals of unquoted investments during the year 2024

                                                        Gain/(loss)
                                 Carrying               on carrying
                                 value at               value at
                                 31 December  Sales     31 December
                      Book cost  2023         Proceeds  2024
                      £'000      £'000        £'000     £'000
 Kymab                -           4,539        4,539    -
 Carmot Therapeutics   1,358      4,262        3,148     (1,114)

 

Material disposals of unquoted investments during the year 2023

                                            Gain based
                     Carrying               on carrying
                     value at               value at
                     31 December  Sales     31 December
          Book cost  2022         Proceeds  2023
          £'000      £'000        £'000     £'000
 Tessian  4,806       3,928       5,217     1,289

(c) Transaction costs

The following transaction costs, comprising stamp duty and brokerage
commission, were incurred in the year:

                  2024    2023
                  £'000   £'000
 On acquisitions  -       -
 On disposals     13      10
                  13      10

 

9.   Current assets

                                      2024    2023
 Debtors                              £'000   £'000
 Securities sold awaiting settlement  -       5,217
 Dividends and interest receivable     184    191
 Other debtors                         114    103
                                       298    5,511

 

The Directors consider that the carrying amount of accrued income and debtors
approximate to their fair value.

Cash and cash equivalents

The carrying amount of cash, amounting to £1,948,000 (2023: £2,913,000)
represents its fair value.

10. Creditors: amounts falling due within one year

                                                                              2024    2023
 Creditors: amounts falling due within one year                               £'000   £'000
 Repurchase and cancellation of the Company's own shares awaiting settlement   21     75
 Management fee payable                                                        208     633
 Other creditors and accruals                                                  669     745
                                                                               898    1,453

 

The Directors consider that the carrying amount of creditors falling due
within one year approximates to their fair value.

11. Called-up share capital

                                                                      2024     2023
                                                                      £'000    £'000
 Ordinary shares of 1p each allotted, called up and fully paid:
 Opening balance of 857,360,026 (2023: 904,219,238) shares            8,573    9,042
 Repurchase and cancellation of 42,868,001 (2023: 46,859,212) shares   (428)    (469)
 Closing balance of 814,492,025 (2023: 857,360,026) shares            8,145    8,573

 

During the year, the Company made market purchases of 42,868,001 of its own
shares, nominal value £428,000, for cancellation, representing 5.0% of the
shares outstanding at the beginning of the year. The total consideration paid
for these shares amounted to £5,286,000. The reason for these purchases was
to seek to manage the volatility of the share price discount to NAV per
share.

12. Reserves

                                                                                        Capital reserves
                                                                                                                                             Losses on       Investment
                                                                                        Share            Capital           Special           sales of        holding      Revenue
                                                                                        premium(1)       redemption(2)     reserve(3)        investments(4)  losses(5)    reserve(6)
                                                                                        £'000            £'000             £'000             £'000           £'000        £'000
 At 31 December 2023                                                                    -                 513               883,145           (301,904)       (344,260)    (29,003)
 Losses on sales of investments based on historic cost                                  -                -                 -                 (23,450)        -            -
 Net movement in investment holding gains and losses                                    -                -                 -                 -               (23,817)     -
 Repurchase and cancellation of the Company's own shares                                -                428               (5,286)           -               -            -
 Exchange gains                                                                         -                -                 -                 (17)            -            -
 Retained revenue loss for the year                                                     -                -                 -                 -               -            (2,049)
 At 31 December 2024                                                                    -                 941               877,859           (325,371)       (368,077)   (31,052)
                                                          Capital reserves
                                                                                                                                   Losses on                 Investment
                                                          Share                                 Capital           Special          sales of                  holding      Revenue
                                                          premium(1)                            redemption(2)     reserve(3)       investments(4)            losses(5)    reserve(6)
                                                          £'000                                 £'000             £'000            £'000                     £'000        £'000
 At 31 December 2022                                      891,017                               44                -                (275,594)                 (339,409)    (27,178)
 Losses on sales of investments based on historic cost    -                                     -                 -                (27,164)                  -            -
 Net movement in investment holding gains and losses      -                                     -                 -                -                         (4,851)      -
 Repurchase and cancellation of the Company's own shares  -                                     469               (7,872)          812                       -            -
 Exchange gains                                           -                                     -                 -                42                        -            -
 Cancellation of share premium                            (891,017)                             -                 891,017          -                         -            -
 Retained revenue loss for the year                       -                                     -                 -                -                         -            (1,825)
 At 31 December 2023                                      -                                      513               883,145          (301,904)                 (344,260)    (29,003)

 

The Company's articles of association permit dividend distributions out of
realised capital profits.

(1) The share premium reserve is a non distributable reserve and represents
the amount by which the fair value of the consideration received from shares
issued exceeds the nominal value of shares issued. Following an application to
the Court on 18 July 2023, the Company has cancelled its share premium reserve
and transferred amounts to the special reserve which was converted to a
distributable reserve.

(2) The capital redemption reserve represents the accumulated nominal value of
shares repurchased for cancellation. This reserve is not distributable.

(3) This is a distributable capital reserve arising from the cancellation of
the share premium, and may be distributed as dividends or used to repurchase
the Company's own shares.

(4) This is a realised (distributable) capital reserve and a positive balance
may be used to repurchase the Company's own shares or distributed as
dividends. However, the Company is not currently in a position to make such a
distribution as the balance is negative.

(5) This reserve may include some holding gains on liquid investments (which
may be deemed to be realised) and other amounts which are unrealised. An
analysis has not been made between those amounts that are realised (and may be
distributed as dividends or used to repurchase the Company's own shares) and
those that are unrealised. The Company is not currently in a position to make
any distributions due to total net negative balances on its capital and
revenue reserves.

(6) A positive balance on the revenue reserve may be distributed as dividends
or used to repurchase the Company's own shares.

 

13. Net asset value per share

                                    2024         2023
 Net assets (£'000)                 162,445      217,064
 Shares in issue at the year end    814,492,025  857,360,026
 Net asset value per share (pence)  19.94        25.32

 

14. Uncalled capital commitments

At 31 December 2024, the Company had uncalled capital commitments amounting to
£1,049,000 (2023: £3,275,000) in respect of follow-on investments, which may
be called by investee companies, subject to their achievement of certain
milestones and objectives.

15. Transactions with the Manager and Alternative Investment Fund Manager
(AIFM)

Under the terms of the AIFM Agreement, the Manager is entitled to receive a
management fee and a company secretarial fee. Details of the basis of the
management fee calculation are given in the Directors' Report on page 37 of
the full annual report and financial statements. A management fee amounting to
£893,000 (2023: £1,252,000) is payable to Schroder Investment Management
Limited for the year ended 31 December 2024, of which £208,000
(2023: £633,000) was outstanding at the year end.

Fees amounting to £165,000 (2023: £165,000) were payable to Schroder Unit
Trusts Limited for services as AIFM, following its appointment as AIFM with
effect from 1 October 2022, of which £41,000 (2023: £206,000) was
outstanding at the year end.

Under the terms of the Alternative Investment Management Agreement dated 29
September 2022, Schroder Unit Trusts Limited may reclaim from the Company
certain expenses which it has paid on behalf of the Company to HSBC in
connection with accounting and administrative services provided to the
Company. These charges amounted to £118,000 (2023: £128,000), of which
£177,000 (2023: £60,000) was outstanding at the year end.

No Director of the Company served as a Director of any member of the Schroder
Group or its affiliates at any time during the year.

16. Related party transactions

Details of the remuneration payable to Directors are given in the Directors'
Remuneration Report on page 46 and details of Directors' shareholdings are
given in the Directors' Remuneration Report on page 47 of the full annual
report and financial statements.. Details of transactions with the Manager,
the AIFM and its associated companies are given in note 15 above. There have
been no other transactions with related parties during the year (2023: nil).

17. Disclosures regarding financial instruments measured at fair value

The Company's financial instruments within the scope of FRS 102 that are held
at fair value comprise its investment portfolio and derivative financial
instruments.

FRS 102 requires that financial instruments held at fair value are categorised
into a hierarchy consisting of the three levels below. A fair value
measurement is categorised in its entirety on the basis of the lowest level
input that is significant to the fair value measurement.

Level 1 - valued using unadjusted quoted prices in active markets for
identical assets.

Level 2 - valued using observable inputs other than quoted prices included
within Level 1.

Level 3 - valued using inputs that are unobservable.

Details of the Company's policy for valuing investments and derivative
instruments are given in note 1(c) on pages 59 to 60 and 1(g) on page 60 of
the full annual report and financial statements. Level 3 investments have
been valued in accordance with note 1(c)(i) - (iv).

The primary technique for investments with no expected short-term earnings or
where the investment outcome is based on a discrete set of (often binary)
scenarios and for which investments are funded for, is the milestone approach.
This is typically the case for pre-revenue and clinical life science
investments. The milestone approach is based on a set of agreed milestones at
the time of the initial investment. These include various measurements
depending on the type of investment, the industry as well as the key drivers
of the investment company. Progress against these milestones is measured at
each valuation date and drives fair value changes. If a milestone event was
achieved or if it was failed to achieve, a variety of valuation techniques may
be used to quantify the resulting fair value impact.

The primary technique for investments that are producing either maintainable
revenues or earnings is the market approach. This approach determines the fair
value of a company based on the market price of selected comparable companies
or recent transactions (or a combination of both) and its relationship to
relevant performance measures with the assumption that the relationship
between the market price and the financial performance of the comparable
company is similar. The relevant multiples can be subject to adjustments for
general qualitative differences between the underlying portfolio company and
the comparable companies. These adjustments may include, but are not limited
to, differences due to size, marketability, growth profile or the market size
of end-markets.

The primary technique for investments that have not yet or have just commenced
to produce revenues and that possess material future earnings potential is the
Probability-Weighted-Expected-Return-Method ("PWERM"). It involves estimating
the expected cash flows of the company under different scenarios, such as
best-case, base-case, and worst-case scenarios. Each scenario is assigned a
probability based on the likelihood of its occurrence. The expected cash flows
are then discounted back to their present value using an appropriate discount
rate, which reflects the risk and uncertainty associated with each scenario.
The PWERM approach also considers other factors such as changes in market
conditions, industry trends, competitive landscape, regulatory changes, and
other macroeconomic factors. Adjustments are made to the cash flow projections
and discount rates to reflect these factors and their potential impact on the
company's value.

Once a company's value is established, it is allocated to the company's
various share classes. Early-stage, venture and growth investments typically
possess complex capital structures with varying rights and economic
preferences attached to each share class. To assess the relative value of
these individual share classes, either a qualitative scenario-analysis of the
expected ultimate pay-off profile of each share class, or an option pricing
model is utilised. The relative value of each share class is dependent on the
expected time to exit, volatility, and other relevant quantitative or
qualitative parameters.

The following table provides an overview of the select (primary) valuation
techniques:

                                                                   2024                        2023
                                                                                    % of                        % of
                                                                   Range of         unquoted   Range of         unquoted
 Valuation techniques                  Key input                   metric utilised  portfolio  metric utilised  portfolio
 Market approach
 Adjusted transaction price            Premium/(discount) to last  (39.5)% to 0.0%  35.0       (33.9)% to 7.3%  37.9
                                       Adjusted transaction price
 Multiples-based                       Multiple of Sales           5.7x to 17.7x    22.0       7.0x to 9.5x     33.3
                                       Multiple of Gross Profit    9.0x to 15.2x    15.3       9.0x to 13.6x
 Milestone approach                    Discount rate(1)            0% to 35.0%      4.8        17.5% to 35.0%   8.3
 Probability-weighted-expected return                              20.0% to 30.0%   16.5                        13.5
 Third-party fund NAV                  N/A                         N/A              6.4        N/A              7.5

(N/A) No range utilised.

(1)The Discount rate is the Key input for the Milestone approach and the
Probability-weighted-expected return valuation techniques.

At 31 December, the Company's investment portfolio and any derivative
financial instruments were categorised as follows:

                                   2024
                                   Level 1  Level 2   Level 3    Total
                                   £'000    £'000     £'000      £'000
 Investments in equities - quoted   3,125    29,635    902        33,662
 - unquoted                        -        -          127,435   127,435
 Total                              3,125    29,635    128,337   161,097

The Level 2 asset relates to the holding in Schroders Special Situations -
Sterling Liquidity Plus Fund. BenevolentAI is quoted, but the market is
inactive. Thus its valuation has been determined in accordance with the
process followed for unquoted assets and included in Level 3 above.

                                   2023
                                   Level 1   Level 2  Level 3    Total
                                   £'000     £'000    £'000      £'000
 Investments in equities - quoted   54,603    9,733    2,176      66,512
 - unquoted                        -         -         143,581    143,581
 Total                              54,603    9,733    145,757    210,093

 

Movements in fair value measurements included in Level 3 during the year are
as follows:

                                                                      2024         2023
                                                                      £'000        £'000
 Opening book cost                                                    473,660      458,690
 Opening investment holding losses                                     (327,903)    (299,897)
 Opening valuation                                                    145,757      158,793
 Purchases at cost                                                     19,039      22,759
 Sales proceeds                                                        (10,507)     (6,056)
 Transfer between Level 3 and Level 1                                 -            -
 Net movement in investment holding gains and losses                   (25,952)     (29,739)
 Closing valuation                                                    128,337      145,757
 Closing book cost                                                     487,324     473,660
 Closing investment holding losses                                    (358,987)     (327,903)
 Total level 3 investments held at fair value through profit or loss  128,337      145,757

 

The company received £10,507,000 (2023: £6,056,000) from Level 3 investments
sold in the year. The book cost of the investments when they were purchased
was £5,375,000 (2023: £7,789,000). These investments have been revalued over
time and, until they were sold, any unrealised gains/losses were included in
the fair value of the investments.

18. Financial instruments' exposure to risk and risk management policies

The investment objective is set out on the inside front cover of this report.
In pursuing this objective, the Company is exposed to a variety of financial
risks that could result in a reduction in the Company's net assets or a
reduction in the profits available for dividends. These financial risks
include market risk (comprising currency risk, interest rate risk and market
price risk), liquidity risk and credit risk. The Directors' policy for
managing these risks is set out below. The board coordinates the Company's
risk management policy.

The objectives, policies and processes for managing the risks and the methods
used to measure the risks that are set out below, have not changed from those
applying in the comparative year.

The Company's classes of financial instruments may comprise the following:

-    investments in shares of quoted and unquoted companies which are held
in accordance with the Company's investment objective;

-    short-term debtors, creditors and cash arising directly from its
operations; and

-    forward foreign currency contracts, the purpose of which is to manage
the currency risk arising from the Company's investment activities.

(a) Market risk

The fair value or future cash flows of a financial instrument held by the
Company may fluctuate because of changes in market prices. This market risk
comprises three elements: currency risk, interest rate risk and other price
risk. Information to enable an evaluation of the nature and extent of these
three elements of market risk is given in parts (i) to (iii) of this note,
together with sensitivity analyses where appropriate. The board reviews and
agrees policies for managing these risks and these policies have remained
unchanged from those applying in the comparative year. The Manager assesses
the exposure to market risk when making each investment decision and monitors
the overall level of market risk on the whole of the investment portfolio on
an ongoing basis.

(i)   Currency risk

Certain of the Company's assets, liabilities and income are denominated in
currencies other than sterling, which is the Company's functional currency and
the presentational currency of the accounts. As a result, movements in
exchange rates will affect the sterling value of those items.

Management of currency risk

The AIFM monitors the Company's exposure to foreign currencies on a daily
basis and reports to the Board, which meets on at least four occasions each
year. The Manager measures the risk to the Company of the foreign currency
exposure by considering the effect on the Company's net asset value and income
of a movement in the rates of exchange to which the Company's assets,
liabilities, income and expenses are exposed.

Income denominated in foreign currencies is converted into sterling on receipt

It is currently not the Company's policy to hedge against currency risk, but
the Manager may, with the board's consent and oversight, hedge against
specific currencies, depending on their longer term view.

Foreign currency exposure

The fair value of the Company's monetary items that have foreign currency
exposure at 31 December are shown below.

                                                        2024
                                                                  Norwegian  Swiss    US
                                                        Euro      Krone      Francs   Dollars   Total
                                                        £'000     £'000      £'000    £'000     £'000
 Cash and cash equivalents                              17        -          1        7          25
 Investments held at fair value through profit or loss  16,277    -          8,515    1,731      86,523
 Total net foreign currency exposure                    16,294    -          8,516    61,738    86,548
                                                        2023
                                                                  Norwegian  Swiss    US
                                                        Euro      Krone      Francs   Dollars   Total
                                                        £'000     £'000      £'000    £'000     £'000
 Cash and cash equivalents                               11       -           3        583       597
 Investments held at fair value through profit or loss   22,051   -           6,997    70,255    99,303
 Total net foreign currency exposure                     22,062   -           7,000    70,838    99,900

 

The above year end amounts are broadly representative of the exposure to
foreign currency risk during the current and comparative year.

Foreign currency sensitivity

The following tables illustrate the sensitivity of net profit for the year and
net assets with regard to the Company's monetary financial assets and
financial liabilities and exchange rates. The sensitivity analysis is based on
the Company's foreign and non-monetary currency financial instruments held at
each accounting date and assumes a 10% (2023: 10%) appreciation or
depreciation in sterling against all the currencies to which the Company is
exposed, which is considered to be a reasonable illustration based on the
volatility of exchange rates during the year.

If sterling had weakened by 10% this would have had the following effect:

                                           2024    2023
                                           £'000   £'000
 Income Statement - return after taxation
 Revenue return                            12      17
 Capital return                            8,655   9,990
 Total return after taxation               8,667   10,007
 Net assets                                8,667   10,007

Conversely if sterling had strengthened by 10% this would have had the
following effect:

                                           2024     2023
                                           £'000    £'000
 Income Statement - return after taxation
 Revenue return                            (12)     (17)
 Capital return                            (8,655)  (9,990)
 Total return after taxation               (8,667)  (10,007)
 Net assets                                (8,667)  (10,007)

 

In the opinion of the Directors, the above sensitivity analysis is broadly
representative of the whole of the current and comparative year.

(ii)  Interest rate risk

Interest rate movements may affect the level of income receivable on cash
balances and the interest payable on the bank overdraft when interest rates
are re-set.

Management of interest rate risk

Liquidity and borrowings are managed with the aim of increasing returns to
shareholders. The board would not normally expect gearing to exceed 20% where
gearing is defined as borrowings used for investment purposes, less cash,
expressed as a percentage of net assets.

Interest rate exposure

The exposure of financial assets and financial liabilities to floating
interest rates, giving cash flow interest rate risk when rates are re-set, is
shown below:

                                       2024    2023
                                       £'000   £'000
 Exposure to floating interest rates:
 Cash and cash equivalents             1,948   2,913

 

The floating rate assets comprise cash deposits on call. Sterling cash
deposits at call earn interest at floating rates based on Sterling Overnight
Index Average rates ("SONIA").

The above year end amount may not be representative of the exposure to
interest rates during the year, due to fluctuating cash balances.

Interest rate sensitivity

The following table illustrates the sensitivity of the return after taxation
for the year and net assets to a 1.5% (2023: 1.5%) increase or decrease in
interest rates in regards to the Company's monetary financial assets and
financial liabilities. This level of change is considered to be a reasonable
illustration based on observation of current market conditions. The
sensitivity analysis is based on the Company's monetary financial instruments
which are exposed to interest rate changes held at the accounting date, with
all other variables held constant.

                                           2024                          2023
                                           1.5% increase  1.5% decrease  1.5% increase  1.5% decrease
                                           in rate        in rate        in rate        in rate
                                           £'000          £'000          £'000          £'000
 Income statement - return after taxation
 Revenue return                            29             (29)            44             (44)
 Capital return                            -              -              -              -
 Total return after taxation               29             (29)            44             (44)
 Net assets                                29             (29)            44             (44)

 

(iii) Market price risk

Market price risk includes changes in market prices, other than those arising
from interest rate risk, which may affect the value of investments.

Management of market price risk

The Board meets on at least four occasions each year to consider the asset
allocation of the portfolio and the risk associated with particular countries
and industry sectors. The investment management team has responsibility for
monitoring the portfolio, which is selected in accordance with the Company's
investment objective and seeks to ensure that individual stocks meet an
acceptable risk/reward profile. The Board may authorise the Manager to enter
derivative transactions for the purpose of protecting the portfolio against
falls in market prices.

Market price risk exposure

The Company's total exposure to changes in market prices at 31 December
comprises the following:

                                                        2024     2023
                                                        £'000    £'000
 Investments held at fair value through profit or loss  161,097  210,093

The above data is broadly representative of the exposure to market price risk
during the year.

Market price risk sensitivity

The following table illustrates the sensitivity of the return after taxation
for the year and net assets to an increase or decrease of 20% (2023: 20%) in
the fair values of the Company's investments. This level of change is
considered to be a reasonable illustration based on observation of current
market conditions.

                                             2024                          2023
                                             20% increase   20% decrease   20% increase   20% decrease
                                             in fair value  in fair value  in fair value  in fair value
                                             £'000          £'000          £'000          £'000
 Income statement - return after taxation
 Revenue return                              -              -              -              -
 Capital return                              32,219         (32,219)       42,019         (42,019)
 Total return after taxation and net assets  32,219         (32,219)       42,019         (42,019)
 Percentage change in net asset value        19.8           (19.8)         19.4           (19.4)

 

(b) Liquidity risk

This is the risk that the Company will encounter difficulty in meeting its
obligations associated with financial liabilities that are settled by
delivering cash or another financial asset.

Management of the risk

The Company's assets include readily realisable securities amounting to
£32,760,000 (2023: £64,336,000), which can be sold to meet ongoing funding
requirements. Additionally, the Company has level 3 investments valued at
£128,337,000 (2023: £145,757,000) which are illiquid, but could be sold if
required.

Liquidity risk exposure

Contractual maturities of financial liabilities, based on the earliest date on
which payment can be required are as follows:

                                        2024                                  2023
                                                 More than                             More than
                                                 three                                 three
                                                 months                                months
                                        Three    but not    More              Three    but not    More
                                        months   more than  than              months   more than  than
                                        or less  one year   one year  Total   or less  one year   one year  Total
                                        £'000    £'000      £'000     £'000   £'000    £'000      £'000     £'000
 Creditors: amounts falling due within
 one year
 Other creditors and accruals           898      -          -         898      1,453   -          -          1,453
 Uncalled capital commitments           -        1,049      -         1,049    549      1,328      1,398     3,275
                                        898      1,049      -         1,947    2,002    1,328      1,398     4,728

(c) Credit risk

Credit risk is the risk that the failure of the counterparty to a transaction
to discharge its obligations under that transaction could result in loss to
the Company.

Management of credit risk

This risk is not significant and is managed as follows:

Portfolio dealing

The credit ratings of broker counterparties is monitored by the AIFM and
limits are set on exposure to any one broker.

Exposure to the custodian

The custodian of the Company's assets is HSBC Bank plc which has Long-Term
Credit Ratings of AA- with Fitch and A1 with Moody's. The Company's
investments are held in accounts which are segregated from the custodian's own
trading assets. If the custodian were to become insolvent, the Company's right
of ownership of its investments is clear and they are therefore protected.
However the Company's cash balances are all deposited with the custodian as
banker and held on the custodian's balance sheet. Accordingly, in accordance
with usual banking practice, the Company will rank as a general creditor to
the custodian in respect of cash balances.

Credit risk exposure

The amounts shown in the balance sheet under debtors and cash at bank and in
hand represent the maximum exposure to credit risk at the current and
comparative year ends. No debtors are past their due date and none have been
provided for. There has been no stock lending during the year, or prior year.

(d) Fair values of financial assets and financial liabilities

All financial assets and liabilities are either carried in the balance sheet
at fair value, or the balance sheet amount is a reasonable approximation of
fair value.

19. Analysis of changes in net debt

                            At                      At
                            31 December             31 December
                            2023         Cashflows  2024
                            £'000        £'000      £'000
 Cash and cash equivalents
 Cash and cash equivalents  2,913        (965)      1,948

 

20. Capital management policies and procedures

The Company's capital is represented by its net assets and borrowings, which
are managed to achieve the Company's investment objective, as set out on page
22 of the full annual report and financial statements. The Board, with the
assistance of the Manager, monitors and reviews the broad structure of the
Company's capital on an ongoing basis. The Board has now concluded the capital
discipline policy, and it is unlikely share buybacks will occur in the future.
Instead, the Board will be prioritising the return of capital to shareholders,
as announced in the Circular published on 31 January 2025.

The Company's debt and capital structure comprises the following:

                          2024     2023
                          £'000    £'000
 Equity
 Called-up share capital  8,145    8,573
 Reserves                 154,300  208,491
 Total equity             162,445  217,064

 

21. Post balance sheet events

On 11 February 2025 Novartis, a publicly-listed company, announced the
acquisition of Anthos Therapeutics, one of the Company's biotechnology
investments, for a total purchase consideration of$925.0 million in cash,
alongside potential future milestone and contingency payments of up to $2.15
billion. Upon reviewing all relevant facts and circumstances, the Company
considers this a non-adjusting event for these financial statements. The
Company currently projects a positive revaluation adjustment of £0.7 million,
reflecting an approximate increase of 0.43% to the net asset value as of 31
December 2024.

On 13 March 2025, BenevolentAI, a public holding of the Company, delisted from
the Euronext Amsterdam exchange following a successful merger with Osaka
Holdings S.a.r.l. In line with the Company's valuation policy, this holding
has been assessed using the procedures applicable to private holdings, given
BenevolentAI's lack of trading liquidity. Based on the last closing price on
12 March 2025, prior to the delisting, the Company estimates a negative
revaluation impact of £0.6 million, which corresponds to approximately 36
basis points on the net asset value as of 31 December 2024.

On 17 March 2025 Taiho Pharmaceutical, a subsidiary of the publicly-listed
conglomerate Otsuka Holdings, acquired Araris Biotech AG, another investment
within the Company's biotechnology portfolio, at a purchase price of $400.0
million upfront, with the potential for additional milestone payments of up
to $740.0 million. After evaluating all pertinent facts and circumstances, the
Company also regards this as a non-adjusting event for these financial
statements. Based on the valuation implied by the up-front purchase
consideration, near-term milestone potential and accounting for specific
closing adjustments according to the Company's valuation policy, the estimated
value of its holding would approximately be £19.5 million. This represents a
positive valuation revision of £16.7 million, amounting to a positive
increase of approximately 10.1% to the net asset value as of 31 December 2024.

All unquoted holdings, including the investments mentioned above, will undergo
further evaluation and final determination in accordance with the Company's
valuation policy as part of the publication of the quarterly net asset value
for 31 March 2025.

 

Status of results announcement

2024 Financial Information

The figures and financial information for 2024 are extracted from the Annual
Report and Financial Statements for the year ended 31 December 2024 and do not
constitute the statutory accounts for that year. The Annual Report and
Financial Statements include the Report of the Independent Auditors which is
unqualified and does not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006. The Annual Report and Accounts will
be delivered to the Registrar of Companies in due course.

 

2023 Financial Information

The figures and financial information for 2023 are extracted from the
published Annual Report and Financial Statements for the year ended 31
December 2023 and do not constitute the statutory accounts for the year. The
Annual Report and Financial Statements have been delivered to the Registrar of
Companies and included the Report of the Independent Auditors which was
unqualified and did not contain a statement under either section 498(2) or
section 498(3) of the Companies Act 2006.

 

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

 

 

For further information:

Katherine Fyfe

Schroder Investment Management Limited

E-mail: AMCompanySecretary@Schroders.com
(mailto:AMCompanySecretary@Schroders.com)

 

ENDS

 

 

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