REG - Schroders Cap Glbl - Final Results
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RNS Number : 7153Y Schroders Capital Gbl Inn Tst PLC 31 March 2026
SCHRODERS CAPITAL GLOBAL INNOVATION TRUST PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Schroders Capital Global Innovation Trust plc ("the Company") hereby submits
its annual report and financial statements for the year ended 31 December 2025
as required by the Financial Conduct Authority's Disclosure Guidance and
Transparency Rule 4.1.
Tim Edwards, Chair of the Company, commented:
"A further £18 million, less costs, intended to be returned to shareholders."
Key Highlights:
* Following shareholders voting in favour of the discontinuation resolution, the
Company's strategic focus has focused on executing an orderly managed
wind-down and realising all existing portfolio assets in a disciplined manner.
* In July 2025, the Board completed the Company's first return of capital,
returning £37 million (less costs) to shareholders by way of a tender offer.
* The Board anticipates a further capital return of approximately £18 million
to shareholders in June 2026 by way of a tender offer, subject to shareholder
approval at a General Meeting currently expected to be held on Tuesday, 2 June
2026. A circular containing full details of the proposed tender offer,
including the expected timetable, how to participate, and information on the
General Meeting and confirmed date, is expected to be published via a
Regulatory News Service in May 2026.
* The Board is keen that the Company can communicate directly with its
shareholders during the managed wind-down. Communications in relation to
future distributions of cash to shareholders will be sent directly via email.
Register using the following web address:
https://www.schroders.com/inovcomms (https://www.schroders.com/inovcomms)
.
Full year results presentation
The Investment Manager has recorded a short presentation providing an overview
of the Company's full year results and the key
developments during the year. The presentation is available to view by
following this link: https://schro.link/6om9ht (https://schro.link/6om9ht) .
The Company's annual report and financial statements for the year ended 31
December 2025 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) .
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
Francesca Davis (Company Secretary) 020 7658 6000
Chair's Statement
Managed wind-down
Following an extensive review of the Company's strategy and discussions with
shareholders, the Board issued a circular in January 2025 recommending a new
investment policy proposing that the Company be placed into managed wind-down.
Shareholders voted overwhelmingly in favour of the necessary resolutions at a
General Meeting in February 2025, after which the strategic focus of the Board
and the Investment Manager shifted to delivering an orderly wind-down,
balancing the timely return of cash to shareholders with the aim of maximising
value and maintaining careful oversight of asset realisations, liquidity, and
costs.
The Company completed its first capital return of £37 million by way of a
tender offer in July 2025 and currently intends to make a further return of
capital in June 2026; details of which are set out further below.
As the Company continues to progress through its managed wind-down,
shareholders should remain aware that the size and value of the Company's
portfolio will be reduced as investments are realised and concentrated in
fewer holdings. This may increase the volatility of the Company's NAV as it is
exposed to a portfolio with less diversification. Equally, the Company might
experience increased volatility in the price of its shares.
As I have stated before, once a significant proportion of the 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. The Company's listing and the
ability to trade its shares will be maintained for as long as practical during
the asset realisation process, subject to regulatory considerations.
Initial return of capital to shareholders
In July 2025, the Board completed the Company's first return of capital,
returning £37 million (less costs) to shareholders by way of a tender offer.
The tender offer, which was described in a circular published in June 2025 and
approved by shareholders at a General Meeting in July 2025, was funded by
£18.5 million of proceeds from the sale of Araris Biotech ("Araris") to Taiho
Pharmaceutical, a special capital dividend received from AI Company II(1)
(following a significant investment by a new strategic investor) and the
Company's existing cash and cash equivalents.
Under the tender offer, 173,220,974 ordinary shares were purchased at a final
tender price of 21.119983 pence per ordinary share and, following completion,
the Company's issued share capital and total voting rights reduced to
635,361,925.
Further return of capital to shareholders
In line with the Board's commitment to return capital to shareholders as it
becomes available, the Board considers a further tender offer to be the most
appropriate mechanism for returning capital at this stage of the managed
wind-down.
Following the partial sale of Securiti AI (now Veeam Software) in October 2025
and Bluewater Bio Limited by the Salica Environmental Technologies Fund(2) in
January 2026, in addition to the Company's existing cash and cash equivalents,
and considering the Company's existing funding requirements and working
capital requirements, it is the Board's current intention to return a further
approximately £18 million to shareholders in June 2026 by way of a tender
offer, subject to shareholder approval at a General Meeting.
The General Meeting to approve the tender offer is currently expected to be
held on the same day as the Company's Annual General Meeting ("AGM") on
Tuesday, 2 June 2026. A circular containing full details of the proposed
tender offer, including the expected timetable, how to participate, and
information on the General Meeting and confirmed date, is expected to be
published via a Regulatory News Service in May 2026.
It is vital that shareholders remain informed and receive timely updates on
the Company's progress. Shareholders who hold their shares through an
investment platform, nominee or other intermediary are encouraged to contact
their platform to ensure they receive any related communications for future
capital returns, and to understand what action may be required to participate.
Shareholders can also receive email notifications informing them of upcoming
capital returns from the Company by registering with the following web address
https://www.schroders.com/inovcomms (https://www.schroders.com/inovcomms) .
Performance
The Company's NAV per share for the year to 31 December 2025 increased by
11.5% from 19.94p per share to 22.23p per share; the share price increased by
38.2% from 11.00p to 15.20p; and the share price discount to NAV narrowed from
44.8% to 31.6%. Performance during the year was primarily driven by the
Company's life sciences portfolio, with the sale of Araris generating
£18.0 million of fair value gains during the year. The Company's growth
portfolio also contributed positively with both AI Company II(1) and Revolut
delivering valuation uplifts. Autolus Therapeutics, the Company's only
remaining quoted holding, detracted from performance over the year and the
valuation of Ada Health was also reduced.
During the year, the Company received total realisations of £35.9 million,
including proceeds from sales of Araris, AI Company II¹, Securiti AI (now
Veeam Software), and Anthos Therapeutics. Total investments during the year
amounted to £5.0 million, comprising only follow-on funding into existing
holdings. As at 31 December 2025, the Company had £24.4 million in cash and
liquid money market funds.
Post year end, the Company announced on 20 January 2026 that its holding of
the Salica Environmental Technologies Fund(2) had completed its sale of its
underlying portfolio company Bluewater Bio Limited to a European PE backed
strategic acquirer. This exit was a significant realisation event for that
fund with £6.5 million distributed to the Company.
More details on the Company's performance can be found in the Investment
Manager's Review on pages 6 to 9.
Schroders and Nuveen
On 12 February 2026, the Board of Schroders plc announced that they had agreed
the terms of a recommended cash acquisition by Nuveen, to combine the two
businesses. The announcement indicated that the transaction is not expected to
complete until Q4 2026. Further details are available on the Schroders
website: https://www.schroders.com/en/global/individual/nuveenoffer/
(https://www.schroders.com/en/global/individual/nuveenoffer/) .
Board structure
Following approval of the managed wind-down, the Board has reviewed its
structure and, mindful of the operating costs of the Company, deems it
appropriate to maintain the number of Directors at three following Lamia Baker
stepping down at the 2025 AGM. The Board remains satisfied that it possesses
an appropriate balance of skills and expertise and does not propose any
immediate changes to the composition of the Board. We would especially like to
thank Lamia for all her many contributions.
AGM
The Company's 2026 AGM will be held at 12:30pm on Tuesday, 2 June 2026 at 1
London Wall Place, London, EC2Y 5AU. The Board encourages shareholders to
attend and participate. Attendees will have the opportunity to hear a
presentation from the Investment Manager, and light refreshments will be
available.
All voting will be conducted by poll. Shareholders are encouraged to register
their vote with your Company's registrar, either online or via paper proxy
forms, and to appoint the Chair of the meeting as their proxy. Even if you are
unable to attend the AGM in person, you are still able to have your say by
submitting your vote in advance. Further details on voting procedures can be
found in the Notice of Meeting on pages 77 to 79. Any questions for the Board
may be submitted by email to amcompanysecretary@schroders.com prior to the
AGM.
As mentioned earlier in my statement, the General Meeting to approve the
tender offer is currently expected to be held on the same day as the AGM. A
circular containing the full details and Notice of General Meeting is expected
to be published via a Regulatory News Service in May 2026.
Full year results presentation
The Investment Manager has recorded a short presentation providing an overview
of the Company's full year results and the key developments during the year.
The presentation is available to view by following this link
https://schro.link/6om9ht (https://schro.link/6om9ht) or visiting the
Company's website.
Outlook
We do not expect further material realisations before 2028. In reflecting on
the portfolio after a year of managed wind-down, the Board is sensitive to the
increased volatility around individual company valuations as we move towards
the 2027-2028 timeframe, with the reality of more defining events expected
across the portfolio's range of businesses and greater strategic clarity
emerging for some of the older portfolio companies. As the portfolio becomes
more concentrated, there will inevitably be significant upside benefit or
downside risk to the portfolio.
For 2026, the Company's strategic focus continues to be on the delivery of an
orderly managed wind-down and the realisation of the Company's assets in a
disciplined manner, while remaining focused on liquidity and costs. As
mentioned, the Board anticipates a further capital return of approximately
£18 million to shareholders during the first half of 2026 and we would
encourage all shareholders to engage with the tender offer documentation when
it has been published.
Tim Edwards
Chair
30 March 2026
(1) Actual name not disclosed due to confidentiality.
(2) Previously HP Environment Technologies Fund.
Investment Manager's Review
"Following shareholders voting in favour of the discontinuation resolution,
the Company's strategic focus during 2025 has been firmly centred on
executing an orderly managed wind-down and realising all existing portfolio
assets in a disciplined manner."
Summary
• The Company reported a NAV per share of 22.23p as at
31 December 2025, an increase of 11.5% relative to the NAV per share as of 31
December 2024 of 19.94p.
• For the full year, the Company recorded a fair value gain of
£17.0 million with performance driven by the sales of Araris Biotech and
Securiti AI (now Veeam Software), and new uplifted financing rounds for AI
Company II¹, Revolut, and AI Company I¹. This was offset by negative
revaluations to Ada Health, AgroStar, Federated Wireless and Genomics.
• For the full year, the Company recorded a fair value gain of
£16.3 million with performance driven by the sales of Araris Biotech and
Securiti AI (now Veeam Software), and new uplifted financing rounds for AI
Company II¹, Revolut, and AI Company I¹. This was offset by negative
revaluations to Ada Health, AgroStar, Federated Wireless and Genomics.
• Total realisations for the year were £35.9 million, including
proceeds from sales of Araris, AI Company II¹, Securiti AI (now Veeam
Software), and Anthos Therapeutics.
• In accordance with the managed wind-down policy, no new
investments were completed. Total investments during the year amounted to
£5.0 million, comprising only follow-on funding into existing holdings.
• As at 31 December 2025, the Company held £24.4 million in cash
and liquid money market funds, supporting remaining portfolio commitments and
ongoing capital return objectives. Furthermore, following the sale of
Bluewater Bio by the Salica Environmental Technologies Fund², the Company
received £6.5 million from the transaction during January 2026.
Any reference to sectors/countries/stocks/securities are for illustrative
purposes only and not a recommendation to buy or sell any financial
instrument/securities or adopt any investment strategy.
Source: JPM/Schroders.
¹ Actual name not disclosed due to confidentiality.
² Previously HP Environment Technologies Fund.
Financial performance
2025 performance
As at 31 December 2025, NAV per share increased to 22.23p, up from 19.94p at
31 December 2024, reflecting strong portfolio performance and the accretive
impact of capital management initiatives during the year.
Total NAV was £141.2 million at 31 December 2025, following the return of
£37.4 million to shareholders through share repurchases as part of the
managed wind-down. During the year, the Company repurchased a total of
179,130,100 shares (taking total number of shares in issue from 814,492,025 to
635,361,925). This comprised 5,909,126 shares repurchased in the market at a
material discount to NAV, and 173,220,974 shares repurchased via a tender
offer as part of the Company's managed wind-down.
Shares were repurchased at prices below the underlying NAV per share of
22.23p, with the year-end share price of 15.20p also representing a discount
to NAV. As a result, the market buybacks were accretive, delivering a modest
uplift to NAV per share.
The reduction in shares in issue enhanced value on a per-share basis for
continuing shareholders, with the cancellation of these shares increasing the
proportionate share of net assets attributable to remaining investors. This
accretive impact explains the difference between the movement in total NAV and
the increase in NAV per share over the year.
The NAV increased 10.0%, when excluding any repurchased shares, which
comprised the following:
- Private equity life science holdings: 9.4%
- Private equity growth holdings: 1.3%
- Private equity venture holdings: 0.1%
- Public equity holdings: -0.3%
- Money market funds*: 0.8%
- Costs and other movements: -1.3%
Attribution analysis (£m)
Private equity Public equity Money Cash Other NAV
market funds and cash
equivalents
Life sciences Venture Growth
Value as at 31 December 2024 20.8 31.9 74.8 4.0 29.6 1.9 (0.6) 162.4
+ Investments 4.3 0.7 - - 26.7 (31.7) - -
- Realisations at value (22.1) (4.9) (8.9) - (39.4) 75.3 - -
+/- Fair value gains/(losses) 15.3 0.2 2.1 (0.6) 1.3 - - 18.3
+/- Reclassified holdings 0.9 - - (0.9) - - - -
+/- Costs & other movements - - - - - (1.9) (0.2) (2.1)
Value as at 31 December 2025; excluding any repurchase of shares 19.2 27.9 68.0 2.5 18.2 43.6 (0.8) 178.6
- Repurchase & cancellation of the Company's own shares - - - - - (37.4) - (37.4)
Value as at 31 December 2025; including any repurchase of shares 19.2 27.9 68.0 2.5 18.2 6.2 (0.8) 141.2
Source: JPM/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.
Private equity life sciences holdings
4 exits of life sciences companies completed since 2021
The Company's life sciences holdings increased in value by 73.6%, contributing
9.4% to NAV growth over the full year period.
The most significant contributor to performance was Araris Biotech, which
generated £18.0 million of fair value gains during the year, with £21.4
million realised over the full-year period. This uplift was driven by the
acquisition of Araris by Taiho Pharmaceutical for an upfront payment of $400
million, with the potential for up to $740 million in additional milestone
payments.
Across the broader life sciences portfolio, valuation movements remained
comparatively modest, with selective follow-on investments, approved by the
Board, made to support continued clinical advancement.
Private equity growth holdings
The Company's private equity growth holdings increased in value by 2.8%,
contributing 1.3% to NAV growth over the full year period.
These movements were driven by strong performance from AI Company II(1) and
Revolut. AI Company II(1) received a significant strategic investment during
the year, which resulted in a special capital distribution to shareholders.
Overall, this generated a fair value gain of £6.1 million for the year,
comprising £8.4 million of realised proceeds and a remaining fair value of
£5.6 million as at 31 December 2025. The residual holding continues to be
carried at a meaningful discount to the valuation implied by the transaction,
reflecting a degree of post-transaction uncertainty.
Revolut continued to deliver robust operational performance in 2025, reporting
strong customer growth, expanding deposit balances and sustained revenue
momentum. During this period, Revolut completed a new primary funding round at
a reported valuation of approximately $75 billion, reinforcing strong investor
sentiment. The company also advanced its global expansion, including receiving
its UK banking licence, securing final banking authorisation in Mexico ahead
of launch, obtaining a banking incorporation licence in Colombia, and
progressing towards its launch in India.
The valuation of Ada Health was reduced to reflect recent developments,
including increasing potential disruption from the latest advancements in
large language models and the subordinated position of the Company's
shareholding within the capital structure. While the business has demonstrated
operational progress, its valuation remains sensitive to broader market
conditions and healthcare budget constraints.
AgroStar was another detractor during the year, following the completion of a
funding round in 2025 in which the Company did not participate, and the
valuation was subsequently reduced to reflect updated market conditions.
Private equity venture holdings
The Company's venture holdings increased in value by 0.3%, contributing 0.1%
to NAV over the year.
The $1.725 billion acquisition of Securiti AI by Veeam Software was a key
driver of NAV uplift during the year.
The principal detractors over the period were Genomics and Federated Wireless,
where updated assumptions and a reassessment of the near-term outlook resulted
in downward revisions to valuation.
Public equity holdings
The Company's only public equity holding, Autolus Therapeutics, decreased in
value by 15%, detracting 0.3% from NAV over the full year period.
Autolus Therapeutics reported a fair value loss of approximately
£0.6 million for the full year, reflecting a combination of sector-wide
sentiment pressures for cell therapies and evolving expectations around the
timing of the UK and European commercial rollout.
During the year, its lead CAR-T therapy, obe-cel (AUCATZYL), received
conditional approval in the UK and EU. In the UK, a revised submission led to
NICE approval for routine NHS use, while in the United States, expanding
treatment centres and payer coverage supported sequential sales growth.
In the first half, share price performance softened despite regulatory
achievements and improving US commercial traction, reflecting continued
investor caution around European reimbursement pathways and evolving
expectations for launch ramp-up. In the second half, sentiment strengthened as
commercial momentum became more evident and key clinical milestones were
achieved. This recovery in the share price partially mitigated earlier
declines and resulted in a more constructive contribution to NAV towards the
year end.
The Company will continue to monitor its holding in Autolus Therapeutics and
may realise the position opportunistically as part of the managed wind-down.
Investment activity
Realisations
With the Company operating under a managed wind-down strategy during 2025,
capital discipline and liquidity management remained a priority. The portfolio
continued to be positioned to support orderly realisations while maintaining
sufficient liquidity to meet existing commitments and operating requirements.
During the 12 months to 31 December 2025, the Company generated £35.9 million
of total realisations, reflecting successful exits across several portfolio
companies.
The most significant realisation was £21.4 million from the sale of Araris
Biotech to Taiho Pharmaceutical. Araris, a Swiss biotechnology company
specialising in next-generation antibody-drug conjugates (ADCs) was acquired
by Taiho Pharmaceutical in a transaction with an upfront cash payment of $400
million and the potential to receive up to $740 million in milestone payments.
The acquisition underscores both the value of Araris' science and its
potential to progress multiple ADC candidates towards clinical development
with further support from a major pharmaceutical partner.
Additional realised proceeds were generated from AI Company II(1) of £8.4
million and Securiti AI (now Veeam Software) of £4.9 million.
The acquisition of Anthos Therapeutics by Novartis was also completed during
the year, generating an upfront payment of $925 million and potential
additional milestone payments of up to $3.1 billion. The Company received
realised proceeds of £0.7 million in the second half of 2025, with further
proceeds anticipated in the first half of 2026.
After the period end, in February 2026, Salica Environmental Technologies
Fund(2) completed the sale of Bluewater Bio to Aquavest Ltd, a company backed
by Verdane. The Company received cash proceeds of £6.5 million from the
transaction in January 2026, with remaining proceeds expected to be received
over the next 18 months.
Investments
The Company made investments of £5.0 million during the year, primarily
related to existing commitments within the life sciences portfolio. This
included £2.8 million into Araris Biotech, a Swiss biotechnology company
developing next-generation antibody-drug conjugates using its proprietary
AraLinQ™ platform, reflecting the technical conversion of a convertible loan
note, as previously disclosed.
Additional follow-on investments totalling £1.8 million were made across
Epsilogen, a UK-based immune-oncology company developing IgE antibody
therapies for cancer, Neurona Therapeutics, a clinical-stage biotechnology
company focused on regenerative cell therapies for neurological disorders, and
A2 Biotherapeutics, which develops targeted cell therapies designed to
selectively attack tumour cells.
A further £0.4 million investment was made into AI Company I(1), an
artificial intelligence software company, in line with previous disclosures.
All investments were made in accordance with the Company's revised investment
policy to support ongoing development and preserve value within the existing
portfolio, and were completed following prior written approval from the Board.
Cash runway analysis
The Company continues to assess the overall portfolio funding risk as part of
its ongoing monitoring process. The table below provides an analysis of equity
investments by expected cash runway, highlighting which portfolio companies
may require additional capital and when.
As at 31 December 2025, a significant majority of investments were either
profitable, fully funded or funded beyond the next two years. Profitable
investments (including milestones) represented 56.2% of total equities, up
from 39.5% at 31 December 2024. In addition, a further 22.2% of the portfolio
was funded for two years, compared with 19.7% in the prior year. By contrast,
the proportion of investments with an expected cash runway of one year reduced
significantly from 24.0% to 9.9%.
It is important to note that changes in the funding risk profile (as
a percentage of total equities) reflect both evolving company-level
characteristics, for example, transitions from loss-making to profitable
operations and shifts in relative portfolio weighting driven by realisations,
valuation movements and follow-on funding activity during the year.
Expected cash runways for portfolio companies
31 December 2024 31 December 2025
Expected cash Fair % of Fair % of
runway value equities value equities
1 year £31.6m 24.0% £11.6m 9.9%
2 years £25.9m 19.7% £26.1m 22.2%
3 years + £2.1m 1.6% - -
Unprofitable (fully funded) £19.9m 15.1% £13.8m 11.7%
Profitable (incl. milestones) £52.0m 39.5% £66.1m 56.2%
Total equities £131.5m 100% £117.7m 100%
Source: Schroders Capital, 2026. These figures represent forecasts and may not
be realised. % of equity investments as at 31 December 2025.
Foreign exchange
Over the year, the fair value of investments denominated in United States
Dollar (USD) was negatively impacted by the appreciation of the British Pound
Sterling (GBP). Meanwhile, the fair value of investments denominated in Swiss
Franc (CHF) and Euro (EUR) were positively impacted by the depreciation in the
value of the British Pound Sterling (GBP) over the period.
Cash and debt
As at 31 December 2025, the Company had £24.4 million in cash and liquid
money market funds, representing 17.3% of NAV, providing sufficient liquidity
to meet existing portfolio funding requirements, cover ongoing operating costs
and fund future planned capital returns to shareholders.
The liquid money market fund held is the Schroder Special Situations -
Sterling Liquidity Plus Fund, which targets returns in line with short-term
sterling interest rates (SONIA), subject to market conditions.
Outlook
Following shareholders voting in favour of the discontinuation resolution, the
Company's strategic focus during 2025 has been firmly centred on executing an
orderly managed wind-down and realising all existing portfolio assets in a
disciplined manner.
During 2025, the Company generated £35.9 million of total realisations,
including the completion of the sales of Araris Biotech and Anthos
Therapeutics, alongside additional realisations from other portfolio holdings.
These proceeds contributed to year-end cash and equivalents of £24.4 million,
representing 17.3% of NAV. In addition, the Company also returned £37.4
million to shareholders during the year through share repurchases, reflecting
continued progress in the managed wind-down process.
Furthermore, in February 2026, Salica Environmental Technologies Fund2
completed the sale of Bluewater Bio, with £6.5 million distributed to the
Company.
The Board and Investment Manager continue to target a balance between
returning cash to shareholders in a timely manner and maximising value. While
significant progress was made in 2025, particularly through the Araris
transaction, based on current market conditions and the remaining portfolio
composition, we do not expect further material realisations before 2028.
Amounts realised during the wind-down are held as cash or cash equivalents
prior to being returned to shareholders, net of provisions for costs and
commitments. Taking into account the Company's cash position and remaining
obligations at year end, the Board continues to assess the timing and quantum
of further capital returns in line with the managed wind-down strategy.
The Board anticipates a further capital return of approximately £18 million
to shareholders during the first half of 2026.
Tim Creed and Harry Raikes
Portfolio Managers
30 March 2026
(1) Actual name not disclosed due to confidentiality.
(2) Previously HP Environment Technologies Fund.
Any reference to sectors/countries/stocks/securities are for illustrative
purposes only and not a recommendation to buy or sell any financial
instrument/securities or adopt any investment strategy.
Top 10 holdings
The Company's top ten holdings as of 31 December 2025 compared with the
respective holding as of 31 December 2024.
31 December 2025 31 December 2024
Value % of Value % of
Portfolio company Strategy (£'000) NAV (£'000) NAV
Atom Bank(1) Growth 23,105 16.4% 23,105 14.2%
Revolut(2) Growth 19,948 14.1% 14,577 9.0%
Nexeon(1) Venture 7,980 5.7% 7,805 4.8%
Back Market(3) Growth 7,822 5.5% 8,113 5.0%
Salica Environmental Technologies Fund(4) Growth 7,227 5.1% 8,168 5.0%
AI Company I Venture 5,932 4.2% 3,320 2.0%
AI Company II(5) Growth 5,622 4.0% 7,984 4.9%
AgroStar(6) Growth 4,341 3.1% 7,907 4.9%
Veeam Software Venture 3,822 2.7% - -
AI Company III Venture 3,717 2.6% 3,992 2.5%
Source: JPM/Schroders.
¹ Assets inherited from the previous Investment Manager.
(2) Revolut is held via the Company's holding in Target Global Selected
Opportunities, LLC - Series Space, a single asset fund.
(3) Back Market is held via the Company's holding in Sprints Capital Ellison
LP, a single asset fund.
(4) Previously HP Environmental Technologies Fund.
(5 The revaluation of AI Company II relates to a corporate action event, which
also resulted in cash proceeds of £8.4 million being received. Further detail
can be found under the 'Private equity growth holdings' paragraphs on page 8.)
6 AgroStar is held via the Company's holding in Schroders Capital Private
Equity Asia Mauri VIII Ltd, a single asset 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 2025, Atom Bank published its FY25 Annual Report for the
12-month period to 31 March 2025 with key highlights including:
- Customer deposits increased 31%, rising from £5.7 billion to
£7.5 billion.
- Loans under management increased 29%, from £4.1 billion to £5.3
billion.
- Net interest income increased 2.6%, from £100 million to
£102 million.
- Net interest margin declined from 2.8% to 2.2% driven by a maturing
fixed rate book and renewals in new base rate environment.
- Operating profit decreased modestly by 5.6%, from £26.6 million to
£25.1 million, primarily due to increased headcount and higher loan servicing
costs as the balance sheet expanded.
Source: Atom Bank Annual Report (Info for Investors - How Atom Disrupts
Banking | Atom bank).
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 March 2026, Revolut published its Annual Report for the year ended
31 December 2025, providing greater detail on progress in the prior year.
- Retail customer numbers increased 30%, rising from 52.5 million to
approximately 68.3 million.
- Total customer balances increased 66%, from £30.2 billion to £50.2
billion.
- Annual transaction volumes increased 65%.
- Net profit increased 65%, rising from £790 million to approximately
£1.3 billion.
During 2025, Revolut continued to progress its UK banking licence process with
the Prudential Regulation Authority, with full banking authorisation
subsequently granted in March 2026.
In addition, the company completed a new primary funding round at a reported
valuation of approximately $75 billion, further strengthening investor
confidence in its long-term global growth strategy.
Source: Revolut Annual Report (Financial Statements | Revolut United Kingdom),
Revolut company website).
Nexeon
Advanced silicon anode materials for lithium-ion batteries
Nexeon is a technology company developing engineered silicon materials for use
in next-generation lithium-ion batteries. The company's mission is to improve
battery performance by increasing energy density and enabling faster charging
through the integration of silicon into battery anodes.
- During 2025, Nexeon continued to advance its commercialisation
strategy, progressing toward scaled production and deepening engagement with
global battery manufacturing partners. Development efforts remained focused on
integrating its proprietary silicon technology into next-generation battery
platforms.
- The company also progressed its binding supply agreement with
Panasonic Energy, supporting the transition from development-stage innovation
toward commercial supply within the electric vehicle battery value chain.
Source: Nexeon company website: Nexeon | Building better batteries |
Transformative silicon-based anode technology.
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 2025, Back Market reported over $3.5 billion in global GMV (Gross
Merchandise Value), representing 32% year-over-year growth, and delivered its
largest Black Friday period to date with 41% growth.
- Expansion beyond smartphones into laptops, tablets, gaming consoles
and audio products continued to drive performance, with non-smartphone
categories accounting for approximately 40% of U.S. GMV.
- Europe remains the company's most mature region, with its French
business achieving 35% EBITDA margins, and the group reaching global EBITDA
break-even during the year.
- In late 2025, Back Market opened its first ever retail store in New
York City.
Source: Back Market company website, PR Newswire article: Back Market Clears
$3.5 Billion in 2025 GMV as AI and Cloud Accelerate the Shift Toward
Refurbished Tech Devices.
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.
- In January 2026, Salica Environmental Technologies Fund completed
the sale of its largest underlying holding, Bluewater Bio, to Verdane. The
transaction represents a successful exit for the Fund, generating an
attractive multiple on invested capital and reflecting the operational and
commercial progress achieved by Bluewater Bio during Salica's period of
ownership. The acquisition by Verdane is expected to support the company's
next phase of growth and international expansion.
Source: Salica Investments company website: Salica Investments successfully
exits Bluewater Bio to Verdane in fund-returning exit - Salica Investments.
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. 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 2026.
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, drawing on updates from the Investment Manager, Company Secretary
and other service providers on emerging risks. Following 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 reflect 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 "Change" column on the right highlights at a
glance the Board's assessment of any increases or decreases in risk during the
year and up to the date of this report 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 ongoing managed wind-down
process.
A full analysis of the financial risks facing the Company is set out in note
17 to the financial statements on pages 68 to 71.
Risk Mitigation and management Status
Strategy
Maximising returns The Board receives regular reports on the Company's investment performance
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 realised 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 may 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 seeks 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
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 or, with prior Board approval, to support
realising assets on a timely basis. existing holdings.
It is the intention of the Investment Manager to wait for a trigger event in The Board anticipates that capital will be returned to shareholders over time
order to realise assets, however, it may prove necessary to wait for longer at the absolute discretion of the Board when it considers the Company has
than anticipated for these trigger events to occur. sufficient cash accumulated from realisations to justify a distribution.
The Company completed its first capital return to shareholders by way of
tender offer in July 2025 of £37 million, less costs, at a price of 21.119983
pence per ordinary share.
It is the Board's intention to return a further approximately £18 million to
shareholders via a tender offer in the first half of 2026.
Economic and market In accordance with the revised investment strategy, the Investment Manager did
not make any new investments and focused on the orderly realisation of the
The portfolio will inevitably be exposed to economic and market risk. Changes Company's portfolio and the return of capital. Macroeconomic and geopolitical
in general economic and market conditions, such as currency exchange rates, developments were regularly monitored and considered in assessing their impact
interest rates, inflation rates, industry conditions, tax laws, political on valuations and the timing of disposals. Prudent cash management was
events and trends can substantially and adversely affect the value of maintained to meet remaining portfolio commitments and support the Company's
investments. Market risk includes the potential impact of events which are ongoing capital return objectives.
outside the Company's control, such as pandemics, civil unrest and wars.
Under the prior investment thesis, the global mandate allowed the Manager to
diversify the portfolio geographically and thus mitigate against challenging
economic conditions of a single market or sector.
Further details on financial risks and risk mitigation are detailed in note 17
to the accounts.
Cost base The competitiveness of all service provider fees is subject to benchmarking NEW RISK
against its competitors.
As assets are realised and the Company's size reduces during the managed
wind-down, its cost base may become disproportionate relative to the remaining The Management Engagement Committee monitors and reviews all fees and expenses
assets. This could result in less competitive ongoing costs. incurred by the Company at least bi-annually and makes recommendations to the
Board regarding their appropriateness and reasonableness. This includes
management fee levels.
The Board approves significant non-routine expenses.
The transition of custodian and depositary to J.P. Morgan has contributed to
an overall reduction in expenses.
Tender offer execution The Board coordinates closely with its advisers (including the Manager, NEW RISK
Registrar, broker and independent legal adviser) to agree a clear tender offer
As the Company returns cash to shareholders through tender offers, there is a timetable and roles and responsibilities.
risk that an opaque or ineffective process, coupled with unclear or
insufficient communications, could limit transparency and shareholder Shareholder communications comprise a tender offer circular released via RNS
understanding, reduce participation, and adversely affect shareholder and made available on the Company's website and through intermediaries,
outcomes. supported by an FAQ.
Tender offer documentation is reviewed for clarity and consistency.
The Board considers undertaking targeted shareholder identification and
engagement activities to contact as many shareholders as practicable.
The Board undertakes post-offer reviews to identify improvements for future
tenders, including consideration within the Board evaluation (most recently in
November 2025).
A dedicated registration link enables shareholders to receive email
notifications regarding future capital distributions:
https://www.schroders.com/inovcomms (https://www.schroders.com/inovcomms)
Investment management
Portfolio/individual company valuation risk 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
Private equity companies generally have greater valuation uncertainties and dedicated valuations function which resides in the Schroders Capital Fund
liquidity risks than public equity holdings. Operations and Services team and is separate from the investment function. The
AIFM maintains and applies effective organisational and administrative
The valuation of private equity early stage companies is inherently difficult. arrangements with a view to taking all reasonable steps designed to identify,
Valuation at a fixed point in time may not be representative of the medium or prevent, manage and monitor conflicts of interests in relation to the unquoted
longer term. Particular events at a company or particular funding rounds may valuation process. The Schroders Capital valuation process and governance
have a significant impact. Information may not be as widely available as with structure is intended to ensure independence, accountability and segregation
public companies and these companies may not yet have meaningful revenues or of duties in the oversight functions.
profits.
Valuations are calculated using established methodologies and public market
Investments quoted in inactive markets may also be subject to significant and comparators in accordance with International Private Equity and Venture
abrupt volatility and liquidity discount. Capital guidelines. Valuations of the portfolio are reviewed on a quarterly
basis by the Board and annually by the Auditor and clearly communicated to the
Short term liquidity issues can become compounded by market events. market. It performs valuations using widely-accepted valuation methodologies
and may be supported by an external valuation agent. Currently, Kroll is
engaged to support the valuation team and provides inputs and recommendations
to assist in conducting valuations, where required.
Concentration risk The Board and Investment Manager monitor concentration by holding and sector
and the dependency of valuations on key milestones. The Investment Manager
The risk linked to any portfolio concentration might be compounded due to the will, where practicable, seek to realise investments at their natural exit
nature of some of the businesses and the risks associated with both commercial points. Both the Board and Investment Manager maintain active oversight
and technical milestones. through regular valuation and liquidity reviews and consider a range of exit
options (including secondary transactions) as the managed wind-down
During the managed wind-down, the size and value of the Company's portfolio progresses.
will be reduced as investments are realised and concentrated in fewer
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. In addition, as
realisations continue, one or more individual holdings may represent
a growing proportion of the overall portfolio. 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..
Share price volatility The Board, the Investment Manager and the Broker are actively engaging with
shareholders and the Company will continue to provide updates during the
During the managed wind-down, as investments are realised and the Company's managed wind-down process.
portfolio becomes smaller and more concentrated, there may be increased
volatility in both the NAV and the share price. Reduced diversification and
lower share liquidity as capital is returned to shareholders may also result
in a continued or wider discount to NAV. Additionally, possible changes to the
portfolio structure throughout the wind-down could further increase share
price volatility.
Liquidity The Investment Manager manages the portfolio to ensure that the Company
maintains sufficient liquidity to meet its contractual commitments, while also
Insufficient liquid resources to meet its ongoing financial demands as they holding an appropriate buffer to address unforeseen short-term funding
fall due. requirements. As at 31 December 2025, the Company held cash of £6.2 million
(2024: £1.9 million) and had no debt or loan facilities in place. In
addition, the Company held £18.2 million in the Schroder Special Situations
- Sterling Liquidity Plus Fund, a money market fund offering daily liquidity.
The Board regularly reviews detailed cash flow forecasts prepared by the
Investment Manager, including assessments under a range of stressed scenarios.
These reviews consider the timing of expected inflows and outflows, potential
delays to realisations, and the Company's ability to meet future commitments.
The Board also receives ongoing updates on anticipated disposals and the
funding requirements of existing investments, including potential follow-on
investments.
ESG and climate change The Investment Manager integrates considerations, including climate change,
into the investment process. The approach to conducting ESG-related analysis
Failure by the Investment Manager to identify potential ESG matters, including of private companies is complemented with bespoke assessments, dedicated ESG
the impact of climate change, in an investee company, given their private reference calls, and by integrating several external tools and data sources,
nature, could impact shareholder returns due to potential valuation issues in including RepRisk, World- Check, the ESG Data Convergence Project and eFront's
the underlying investee companies. 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 In respect of the transition of custodian, depositary and fund administration
cyber security, failures in business continuity plans or other causes, could services from HSBC to J.P. Morgan, a detailed transition plan was put in
have a material detrimental impact on the operation of the Company. place, closely monitored by the Manager via a Risks, Assumptions, Issues and
Dependencies (RAID) log. The Board received quarterly progress updates on the
Operational risks may arise from the transfer of services to a new service transition, with the Audit Committee Chair acting as the primary point of
provider. contact between update cycles. All migration of financial data from HSBC to
J.P. Morgan was subject to close oversight by the Company's external auditors.
Cyber 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 plans.
theft, and service disruption.
Cyber security is closely monitored by the Audit and Risk Committee as part of
While the risk of financial loss by the Company is probably small, the risk of the review of the internal controls of its service providers.
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 Directors usually attend an internal controls briefing session hosted by the
providers and the Board often have sensitive information regarding Manager in respect of the internal controls of the Company's key service
transactions or pricing and information regarded as inside information in providers. This includes a presentation on cyber security controls and
regulatory terms. Data theft or data corruption per se is regarded as a lower business continuity capability.
order risk as relevant data is held in multiple locations.
Taxation The Board and the Manager monitor compliance with the investment trust rules,
seeking advice where appropriate and liaise regularly with HMRC.
The Company carries on business as an investment trust. However, failure to
comply with section 1158 of the Corporation Tax Act 2010 could have Following shareholder approval of the Company's change in investment policy in
a negative impact on the Company. February 2025, HMRC confirmed that the Company continued to be approved as an
investment trust.
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 annual external audit includes a review of the Company's investment trust
the managed wind-down progresses, the Company cannot guarantee that it will status.
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.
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 page 34,
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
30 March 2026
Income Statement
for the year ended 31 December 2025
2025 2024
Revenue Capital Total Revenue Capital Total
Note £'000 £'000 £'000 £'000 £'000 £'000
Gains/(losses) on investments held at fair value through profit or loss - 18,378 18,378 - (47,267) (47,267)
Net foreign currency losses - (146) (146) - (17) (17)
Income from investments 2 205 - 205 195 - 195
Gross return 205 18,232 18,437 195 (47,284) (47,089)
Management fee 3 (927) - (927) (893) - (893)
Administrative expenses 4 (1,005) - (1,005) (1,351) - (1,351)
Net return before finance costs and taxation (1,727) 18,232 16.505 (2,049) (47,284) (49,333)
Finance costs 5 - - - - - -
Net return before taxation (1,727) 18,232 16,505 (2,049) (47,284) (49,333)
Taxation 6 - - - - - -
Net return after taxation (1,727) 18,232 16,505 (2,049) (47,284) (49,333)
Return per share (pence) 7 (0.24) 2.49 2.25 (0.25) (5.69) (5.94)
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 gain/(loss) on ordinary activities after taxation is also
the total comprehensive gain/(loss) for the year, therefore no separate
Statement of Comprehensive Income has been prepared.
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 December 2025
Called-up Capital
share redemption Special Capital Revenue
capital reserve reserve reserves reserve Total
Note £'000 £'000 £'000 £'000 £'000 £'000
At 31 December 2023 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 10,11 8,145 941 877,859 (693,448) (31,052) 162,445
Repurchase and cancellation of the Company's own shares (1,791) 1,791 (37,380) - - (37,380)
Costs associated with managed wind-down and tender offer - - (349) - - (349)
Net return after taxation - - - 18,232 (1,727) 16,505
At 31 December 2025 10,11 6,354 2,732 840,130 (675,216) (32,779) 141,221
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Financial Position
at 31 December 2025
2025 2024
Note £'000 £'000
Fixed assets
Investments held at fair value through profit or loss 7 135,890 161,097
Current assets
Debtors 8 109 298
Cash at bank 8 6,203 1,948
6,312 2,246
Current liabilities
Creditors: amounts falling due within one year 9 (981) (898)
Net current assets 5,331 1,348
Total assets less current liabilities 141,221 162,445
Net assets 141,221 162,445
Capital and reserves
Called-up share capital 10 6,354 8,145
Capital redemption reserve 11 2,732 941
Special reserve 11 840,130 877,859
Capital reserves 11 (675,216) (693,448)
Revenue reserve 11 (32,779) (31,052)
Total equity shareholders' funds 141,221 162,445
Net asset value per share (pence) 12 22.23 19.94
These accounts were approved and authorised for issue by the Board of
Directors on 30 March 2026 and signed on its behalf by:
Tim Edwards
Chair
The notes on pages 59 to 72 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 2025
2025 2024
£'000 £'000
Operating activities
Net gain/(loss) before finance costs and taxation 16,505 (49,333)
Adjustments for
Capital (gain)/loss before taxation (18,232) 47,284
Decrease/(increase) in debtors 189 5,213
Increase/(decrease) in creditors 104 (501)
Net cash outflow from operating activities (1,434) 2,663
Investing activities
Purchases of investments (31,775) (55,220)
Sales of investments 75,360 56,949
Net cash inflow from investment activities 43,585 1,729
Financing activities
Repurchase and cancellation of the Company's own shares (37,401) (5,340)
Costs associated with managed wind-down and tender offer (349) -
Net cash outflow from financing activities (37,750) (5,340)
Change in cash at bank 4,401 (948)
Cash at bank at the beginning of the year 1,948 2,913
Exchange movements (146) (17)
Cash at bank at the end of the year 6,203 1,948
Included within operating cash flows are dividends received of £87,000 (2024:
£nil), interest from debt securities of £217,000 (2024: £129,000) and
deposit interest receipts of £84,000 (2024: £72,000).
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.
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 to 5.
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
2024.
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 16 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 2022. 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
Capital reserve
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.
Special reserve
The special reserve 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.
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 7 on page 64.
(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
2025 2024
£'000 £'000
Income from investments
UK dividends 87 -
Interest from debt securities 38 123
Bank interest 80 72
205 195
3. Management fee
2025 2024
£'000 £'000
Management fee 927 893
927 893
Under the terms of the AIFM Agreement, a quarterly management fee is payable
to the Investment Manager. The fee is calculated and accrued daily based on
the Company's market capitalisation. The fee is payable at a rate of the
aggregate of 1.0% per annum of the market capitalisation up to £600 million,
and 0.8% per annum of market capitalisation over £600 million. No performance
fee is payable for the current or prior year and no provision is required at
31 December 2025.
Details of all transactions with the Manager are given in note 14 on page 66.
4. Administrative expenses
2025 2024
£'000 £'000
Administration fees 98 118
AIFM fees 165 165
Audit fees(1) 190 234
Broker fees 40 40
Custody fees 32 53
Depositary fees 28 31
Directors fees(2) 150 184
Legal & professional fees 42 232
Registrar fees 40 35
Valuation fees 60 21
Other expenses 160 238
1,005 1,351
(1) No amounts are payable to the auditor for non-audit services. The
current year fee is estimated at £190,000. The 2024 audit fee was £210,000
but was reported as £234,000 due to an under‑accrual of £23,720 from the
2023 audit, which was adjusted in the year 2024.
(2) Details payable to the Directors are given in the Remuneration Report on
pages 44 to 46.
5. Taxation
(a) Analysis of tax charge for the year
2025 2024
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
2025 (2024: nil).
(b) Factors affecting tax charge for the year
2025 2024
Revenue Capital Total Revenue Capital Total
£'000 £'000 £'000 £'000 £'000 £'000
Net return before taxation (1,727) 18,232 16,505 (2,049) (47,284) (49,333)
Net return before taxation multiplied by the Company's applicable rate of (432) 4,558 4,126 (512) (11,821) (12,333)
corporation tax for the year of 25% (2024: 25%)
Effects of:
Capital (gain)/loss on investments - (4,558) (4,558) - 11,821 11,821
UK dividends which are not taxable - - - - - -
Disallowed expenses - - - 15 - 15
Unrelieved management expenses 432 - 432 497 - 497
Taxation on ordinary activities - - - - - -
(c) Deferred taxation
The Company has an unrecognised deferred tax asset £8,971,000 (2024:
£8,539,000) arising from unutilised tax losses of £35,885,000 (2024:
£34,158,000) based on a prospective corporation tax rate of 25% (2024: 25%).
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.
6. Return per share
2025 2024
£'000 £'000
Revenue loss (1,727) (2,049)
Capital return 18,232 (47,284)
Total return 16,505 (49,333)
Weighted average number of shares in issue during the year 733,217,237 831,534,516
Revenue loss per share (0.24) (0.25)
Capital return per share 2.49 (5.69)
Return per share (pence) 2.25 (5.94)
The basic and diluted loss per share is the same because there are no dilutive
instruments in issue.
7. Investments held at fair value through profit or loss
(a) Movement in investments
2025 2024
£'000 £'000
Opening book cost 528,514 553,693
Opening investment holding losses (367,417) (343,600)
Opening fair value 161,097 210,093
Purchases at cost 31,775 55,220
Sales proceeds (75,360) (56,949)
Gains/(losses) on investments held at fair value through profit or loss 18,378 (47,267)
Closing fair value 135,890 161,097
Closing book cost 512,482 528,514
Closing investment holding losses (376,592) (367,417)
Closing fair value 135,890 161,097
The Company received £75,360,000 (2024: £56,949,000) from investments sold
in the year. The book cost of the investments when they were purchased was
£47,807,000 (2024: £80,399,000). 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 2025
Opening Closing
valuation at valuation at
31 December Valuation Purchases/ 31 December
2024 adjustment (disposals) 2025
£'000 £'000 £'000 £'000
Revolut LLP 14,577 5,371 - 19,948
AI Company I 3,320 1,866 746 5,932
AgroStar 7,907 (3,566) - 4,341
Veeam Software - 3,822 - 3,822
Epsilogen 2,022 37 1,049 3,108
Anthos Therapeutics 3,612 (95) (1,078) 2,439
Federated Wireless 5,431 (3,317) - 2,114
Genomics 3,738 (2,374) - 1,364
Ada Health 4,248 (4,248) - -
Securiti 3,992 893 (4,885) -
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
AI Company I 1,651 1,669 - 3,320
Bizongo 5,585 (4,946) - 639
Reaction Engines 10,625 (10,625) - -
OcuTerra 4,804 (4,804) - -
Material disposals of unquoted investments during the year 2025
Gain/(loss)
Carrying on carrying
value at value at
31 December Sales 31 December
Book cost 2024 Proceeds 2025
£'000 £'000 £'000 £'000
Araris Biotech 5,457 3,071 21,433 18,362
Securiti (now Veeam Software) 3,915 3,992 4,885 893
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)
(c) Transaction costs
The following transaction costs, comprising stamp duty and brokerage
commission, were incurred in the year:
2025 2024
£'000 £'000
On disposals 7 13
7 13
8. Current assets
2025 2024
Debtors £'000 £'000
Dividends and interest receivable - 184
Other debtors 109 114
109 298
The Directors consider that the carrying amount of accrued income and debtors
approximate to their fair value.
Cash at bank
The carrying amount of cash, amounting to £6,203,000 (2024: £1,948,000)
represents its fair value.
9. Creditors: amounts falling due within one year
2025 2024
Creditors: amounts falling due within one year £'000 £'000
Repurchase and cancellation of the Company's own shares awaiting settlement - 21
Management fee payable 475 208
Other creditors and accruals 506 669
981 898
The Directors consider that the carrying amount of creditors falling due
within one year approximates to their fair value.
10. Called-up share capital
2025 2024
£'000 £'000
Ordinary shares of 1p each allotted, called up and fully paid:
Opening balance of 814,492,025 (2024: 857,360,026) shares 8,145 8,573
Repurchase and cancellation of 179,130,100 (2024: 42,868,001) shares (1,791) (428)
Closing balance of 635,361,925 (2024: 814,492,025) shares 6,354 8,145
During the year, the Company made market purchases of 179,130,100 of its own
shares, with a nominal value of £1,791,000, for cancellation. This
represented 2.2% of the shares outstanding at the beginning of the year, and
the total consideration paid amounted to £37,380,000. Of these repurchases,
5,909,126 shares were acquired to help manage volatility in the share price
discount to NAV per share, while 173,220,974 shares were repurchased through
the tender offer to return capital to shareholders.
11. Reserves
Capital reserves
Capital Special Capital Revenue
redemption(1) reserve(2) reserve(3) reserve(4)
£'000 £'000 £'000 £'000
At 31 December 2024 941 877,859 (693,448) (31,052)
Gains on sales of investments - - 27,553 -
Change in unrealised losses on investments at fair value through profit or - - (9,175) -
loss
Repurchase and cancellation of the Company's own shares 1,791 (37,380) - -
Costs associated with managed wind-down and tender offer - (349) - -
Exchange loss - - (146) -
Retained revenue loss for the year - - - (1,727)
At 31 December 2025 2,732 840,130 (675,216) (32,779)
Capital reserves
Capital Special Capital Revenue
redemption(1) reserve(2) reserve(3) reserve(4)
£'000 £'000 £'000 £'000
At 31 December 2023 513 883,145 (646,164) (29,003)
Losses on sales of investments - - (23,450) -
Change in unrealised losses on investments at fair value through profit or - - (23,817) -
loss
Repurchase and cancellation of the Company's own shares 428 (5,286) - -
Exchange loss - - (17) -
Retained revenue loss for the year - - - (2,049)
At 31 December 2024 941 877,859 (693,448) (31,052)
Company's articles of association permit dividend distributions out of
realised capital profits.
(1) The capital redemption reserve represents the accumulated nominal value of
shares repurchased for cancellation. This reserve is not distributable.
(2) 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.
(3) Capital Reserves represent a realised and unrealised net amount and a
positive balance may be used to purchase the companys own shares. 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.
(4) A positive balance on the revenue reserve may be distributed as dividends
or used to repurchase the Company's own shares.
12. Net asset value per share
2025 2024
Net assets (£'000) 141,221 162,445
Shares in issue at the year end 635,361,925 814,492,025
Net asset value per share (pence) 22.23 19.94
13. Uncalled capital commitments
At 31 December 2025, the Company had no uncalled capital commitments (2024:
£1,049,000) in respect of follow-on investments, which may be called by
investee companies, subject to their achievement of certain milestones and
objectives.
14. 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 36. A
management fee amounting to £927,000 (2024: £893,000) is payable to Schroder
Investment Management Limited for the year ended 31 December 2025, of which
£475,000 (2024: £208,000) was outstanding at the year end.
Fees amounting to £165,000 (2024: £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 £84,000 (2024: £41,000) 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 the third party
administrator in connection with accounting and administrative services
provided to the Company. These charges amounted to £98,000 (2024: £118,000),
of which £41,000 (2024: £177,000) 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.
15. Related party transactions
Details of the remuneration payable to Directors are given in the Directors'
Remuneration Report on page 45 and details of Directors' shareholdings are
given in the Directors' Remuneration Report on page 46. Details of
transactions with the Manager, the AIFM and its associated companies are given
in note 14 above. There have been no other transactions with related parties
during the year (2024: nil).
16. 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 61.
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:
2025 2024
% 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 Adjusted transaction price (44.0)% to 0.0% 45.5 (39.5)% to 0.0% 35.0
Multiples-based Multiple of Sales 2.8x to 12.5x 26.6 5.7x to 17.7x 22.0
Multiple of Gross Profit N/A - 9.0x to 15.2x 15.3
Milestone approach Discount rate(1) 30.0% to 25.0% 30.0% to 20.0% 6.2 0% to 35.0% 4.8
Probability-weighted-expected return 15.5 20.0% to 30.0% 16.5
Third-party fund NAV Last published NAV of third‑party fund N/A 6.2 N/A 6.4
(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:
2025
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments in equities - quoted 2,462 18,231 - 20,693
Investments in equities - unquoted - - 115,197 115,197
Total 2,462 18,231 115,197 135,890
The Level 2 asset relates to the holding in Schroders Special Situations -
Sterling Liquidity Plus Fund.
2024
Level 1 Level 2 Level 3 Total
£'000 £'000 £'000 £'000
Investments in equities - quoted 3,125 29,635 902 33,662
Investments in equities - unquoted - - 127,435 127,435
Total 3,125 29,635 128,337 161,097
Movements in fair value measurements included in Level 3 during the year are
as follows:
2025 2024
£'000 £'000
Opening book cost 487,324 473,660
Opening investment holding losses (358,987) (327,903)
Opening valuation 128,337 145,757
Purchases at cost 5,056 19,039
Sales proceeds (35,921) (10,507)
Net movement in investment holding gains and losses 17,725 (25,952)
Closing valuation 115,197 128,337
Closing book cost 482,580 487,324
Closing investment holding losses (367,383) (358,987)
Total level 3 investments held at fair value through profit or loss 115,197 128,337
The company received £35,921,000 (2024: £10,507,000) from Level 3
investments sold in the year. The book cost of the investments when they were
purchased was £9,800,000 (2024: £5,375,000). 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.
17. 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 foreign currency exposure at 31 December are
shown below.
2025
Swiss US
Euro Francs Dollars Total
£'000 £'000 £'000 £'000
Cash at bank 18 17 4,842 4,877
Investments held at fair value through profit or loss 11,004 6,345 57,423 74,772
Total net foreign currency exposure 11,022 6,362 62,265 79,649
2024
Swiss US
Euro Francs Dollars Total
£'000 £'000 £'000 £'000
Cash at bank 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
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 monetary and non-monetary currency financial instruments
held at each accounting date and assumes a 10% (2024: 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:
2025 2024
£'000 £'000
Income Statement - return after taxation
Revenue return 13 12
Capital return 7,965 8,655
Total return after taxation 7,978 8,667
Net assets 7,978 8,667
Conversely if sterling had strengthened by 10% this would have had the
following effect:
2025 2024
£'000 £'000
Income Statement - return after taxation
Revenue return (13) (12)
Capital return (7,965) (8,655)
Total return after taxation (7,978) (8,667)
Net assets (7,978) (8,667)
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:
2025 2024
£'000 £'000
Exposure to floating interest rates:
Cash at bank 6,203 1,948
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% (2024: 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.
2025 2024
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 93 (93) 29 (29)
Capital return - - - -
Total return after taxation 93 (93) 29 (29)
Net assets 93 (93) 29 (29)
(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:
2025 2024
£'000 £'000
Investments held at fair value through profit or loss 135,890 161,097
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% (2024: 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.
2025 2024
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 27,168 (27,168) 32,219 (32,219)
Total return after taxation and net assets 27,168 (27,168) 32,219 (32,219)
Percentage change in net asset value 19.2 (19.2) 19.8 (19.8)
(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
£20,693,000 (2024: £32,760,000), which can be sold to meet ongoing funding
requirements. Additionally, the Company has level 3 investments valued at
£115,197,000 (2024: £128,337,000) which are illiquid, but could be sold if
required.
Liquidity risk exposure
Contractual maturities of financial liabilities and commitments, based on the
earliest date on which payment can be required are as follows:
2025 2024
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
Other creditors and accruals 981 - - 981 898 - - 898
Uncalled capital commitments - - - - - 1,049 - 1,049
981 - - 981 898 1,049 - 1,947
(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 J.P. Morgan Securities LLC 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.
18. Analysis of changes in net debt
At Non- At
31 December cashflow 31 December
2024 change Cashflows 2025
£'000 £000 £'000 £'000
Cash at bank
Cash at bank 1,948 (146) 4,401 6,203
19. Capital management policies and procedures
The Company's capital is represented by its net assets, which are managed to
achieve the Company's investment objective, as set out on page 20. 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 its
capital discipline policy, and it is unlikely that share buybacks will occur
in the future. Instead, the Board will prioritise the return of capital to
shareholders, as announced in the Circular published in January 2025.
Externally imposed capital requirements
The Company is subject to several externally imposed capital requirements,
including:
- The investment policy approved by shareholders,
which sets limits on the composition and management of the portfolio.
- Restrictions within the AIFM Agreement, including
leverage monitoring and risk‑based limits under the AIFMD regime.
- The provisions of the Companies Act 2006, which
require that dividends and share buybacks are made only from distributable
reserves.
- Any borrowing or overdraft facility terms, which
may impose gearing limits or covenant conditions.
Compliance with capital requirements
The Company has complied with all externally imposed capital requirements
throughout the year and up to the date of approval of these financial
statements.
The Company's debt and capital structure comprises the following:
2025 2024
£'000 £'000
Equity
Called-up share capital 6,354 8,145
Reserves 134,867 154,300
Total equity 141,221 162,445
20. Post balance sheet events
There have been no significant events since the year end that would require
adjustment to, or disclosure in, the financial statements.
Status of results announcement
2025 Financial Information
The figures and financial information for 2025 are extracted from the annual
report and financial statements for the year ended 31 December 2025 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 financial
statements will be delivered to the Registrar of Companies in due course.
2024 Financial Information
The figures and financial information for 2024 are extracted from the
published annual report and financial statements for the year ended 31
December 2024 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.
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