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RNS Number : 3312H  Syncona Limited  13 November 2025

13 November 2025

 

Syncona Limited

 

Interim Results for the six months ended 30 September 2025

 

Mature portfolio well-positioned to deliver value as market conditions in
biotech improve

 

Refined set of proposals, announced in October strategy update, seek to
maximise value for shareholders and create a sustainable long-term structure
for all key stakeholders

 

Syncona is funded to deliver eight key value inflection points with five
expected in CY2026

 

Syncona Ltd, ("Syncona" or the "Company"), a leading life science investor,
today announces its Interim Results for the six months ended 30 September
2025.

 

Financial Performance

 

·    Net assets of £1,020.9 million (31 March 2025: £1,053.1 million),
167.9p 1  (#_ftn1) per share (31 March 2025: 170.9p per share), a NAV per
share return of (1.7)%(( 2  (#_ftn2) ))

·    Life Science Portfolio valued at £750.2 million 3  (#_ftn3) (31
March 2025: £765.4 million) a return of (1.7)%(( 4  (#_ftn4) ))(, 5  (#_ftn5)
)

·    Performance driven by £15.9 million write-down in CRT Pioneer Fund:

o  CRT Pioneer Fund is a legacy holding in a private, oncology-focused
investment fund which reported a write-off in one of its programmes during the
period

o  It is a non-core holding in the Life Science Portfolio, which is not
managed by Syncona Investment Management (SIML) 6  (#_ftn6)

o  Positive financial performance across the remainder of the Life Science
Portfolio

·    Capital pool(( 7  (#_ftn7) )) of £270.7 million at 30 September 2025
(31 March 2025: £287.7 million); £17.2 million deployed into Life Science
Portfolio in the six months (£90.0 million deployed in the six months ended
30 September 2024)

 

Maturing portfolio with 76.8% of the NAV of the Life Science Portfolio, in
commercial, late-stage clinical and clinical-stage companies

 

·      Continued clinical progress across the portfolio:

o  Four capital access milestones achieved, including:

o  Beacon published Phase II Interim 6-month data from the DAWN trial in
X-linked retinitis pigmentosa (XLRP)

o  Resolution initiated its Phase I/II clinical trial for RTX001 in end-stage
liver disease

o  Post-period end Beacon published longer-term positive data from two Phase
II trials, SKYLINE and DAWN, at 36 months and 9 months, respectively

·      Positive strategic, operational and financial execution:

o  Quell achieved its second significant research milestone in its alliance
with AstraZeneca

o  Mosaic in-licensed two clinical-stage oncology programmes, accelerating
the company's development pathway and appointed a new Chief Executive, Thomas
Fuchs

o  OMass entered into an Exclusive Collaboration and License Agreement with
Genentech to develop and commercialise therapies for Inflammatory Bowel
Disease

o  Yellowstone announced the appointment of Jim MacDonald as its Chief
Executive Officer

 

Market conditions improving across the biotech sector

 

·      Public market conditions are improving for biotech companies in
line with cost of, and access to, capital with the XBI up 25% year to date 8 
(#_ftn8) , trading at levels not seen since 2021

·      There has been a significant period of restructuring,
consolidation and rationalisation across the sector which appears largely
complete

·      SIML expects market conditions to start to improve across the
private markets

·      M&A activity has continued, focused on late-stage assets
aligning with SIML's late stage focus and reflecting pharma's continued need
to replenish pipelines in light of upcoming patent cliffs

 

Syncona is funded to deliver eight key value inflection points over the next
three years with five expected in CY2026

 

The portfolio now has eight key value inflection points expected (vs 10 key
value inflection points previously reported) over the next three years with
the potential to drive significant NAV growth through M&A and liquidity
events but are not without risk. Syncona is funded to deliver on these key
value inflection points.

 

·      Three key value inflection points expected from commercial, and
late-stage and clinical-stage companies in 2026 (Autolus Beacon and iOnctura)

·      With two other key value inflection points from clinical stage
companies in 2026 (Resolution and Quell)

·      Anaveon's upcoming milestones have been updated to include two
capital access milestones, data from its phase I/II study in ANV600 and an
Investigational New Drug filing in ANV200, a promising new programme. The
effect of this is to remove a key value inflection point

o  Anaveon continues to progress its phase I/II programme (ANV600), supported
by encouraging clinical data and recent commercial activity in the space

o  This activity also supports the expansion of its planned phase II study to
include more patients and Anaveon will be seeking external capital to fund
this enlarged study

·      Quell is now reporting one data read-out on its phase I/II
LIBERATE trial in liver transplantation, having previously been expecting to
publish an interim read-out from the study

 

Set of refined proposals, announced in October, following extensive
shareholder consultation, which seek to maximise value for shareholders and to
create a sustainable longer-term structure

 

·      Proposal to maximise value for shareholders with an initial focus
on the return of £250 million of net proceeds to shareholders from sales of
mature private portfolio companies in a timely manner

·      The portfolio will continue to be proactively managed, and
portfolio companies will only be sold when it is in the best interests of
shareholders

·      The SIML team will continue to make small selective investments
to underpin Syncona's future growth with a prudent and sustainable approach.
The amount to be invested will be capped at 5% of the last reported NAV at the
time the Investment Policy is approved (5% of NAV at 30 September: £51.1
million)

·      After £250 million has been returned to shareholders, the SIML
team will continue to build out Syncona's portfolio to 20-25 companies

·      The SIML team is seeking to establish a new private fund,
independent from Syncona, to diversify its funding sources

·      Syncona will make a further announcement on the proposals set out
above once it has completed the ongoing shareholder consultation on the new
long-term incentive arrangements for the SIML team, and shortly thereafter
will convene a General Meeting

 

Board changes

 

·      Further to the strategy update in October, the Company now
announces changes to the Board

·      Rob Hutchinson to step down from the Board following the General
Meeting to approve the new investment objective and policy after serving as an
Independent Non-executive Director for over eight years

·      As part of the Board's succession planning, John Roche will
become Chair of the Audit Committee with immediate effect

·      Cristina Csimma to step down from the Board on 31 January 2026
after serving as an Independent Non-executive Director for four years

·      The Board still intends in due course to appoint a new director
with investment company expertise and experience, whilst retaining five
directors in total

 

Melanie Gee, Chair of Syncona Limited, said: "The Board is pleased with SIML's
active management of our portfolio companies during the period and the
emerging signs of improvement in biotech markets. Significant progress has
also been made during the period in formulating proposals for a new investment
objective and policy. I would like to thank all those shareholders who have
contributed. We are starting a consultation on the incentive arrangements for
SIML to support the new policy and, once this is complete, we will be sending
out a circular to convene a General Meeting.

 

As we announce changes to the Board, I would like to thank Rob and Cristina
for their expert support and significant contribution to the Company. I am
grateful they will continue on the Board in the coming months to enable the
smooth transition of responsibilities."

 

Chris Hollowood, CEO of Syncona Investment Management Limited, commented: "The
first half of the year has been a period of significant progress across the
portfolio. The SIML team has continued to drive forward a maturing portfolio,
which now has a 76.8% weighting towards commercial, late-stage and clinical
stage companies and is well positioned to deliver NAV growth over the medium
term.

 

As we look forward, we are more optimistic on our outlook for the biotech
sector than we have been for some time. The public markets are showing signs
of recovery, and we expect this to now flow through to the private markets.
M&A from pharma is continuing, particularly for late-stage assets,
aligning with our strategy of building and scaling companies to late-stage
development.

 

We are resolutely focused on maximising value for our shareholders across the
portfolio and in particular the delivery of the eight key value inflection
points, five of which are in 2026. We believe delivery of these key value
inflection points will underpin significant NAV growth and the liquidity that
will provide the £250 million capital return in the new proposed Investment
Policy. Alongside this, the opportunity to raise a private fund will diversify
our funding sources. We look forward to keeping our shareholders updated on
progress in the coming months."

 

 

Life sciences portfolio valuations 9  (#_ftn9)

 

                                31 Mar 2025  Net investment in the period  Valuation  FX movement  30 Sep 2025  % of Group NAV  Valuation                                                          Fully diluted owner-ship stake 13  (#_ftn13)  Focus area

                                                                           change                                               Basis(( 10  (#_ftn10) )),(( 11  (#_ftn11) )),(( 12  (#_ftn12) ))
                                (£m)         (£m)                          (£m)       (£m)         (£m)                                                                                            (%)
 Strategic portfolio companies
 On the market
 Autolus                        34.6                                       1.2        (0.9)        34.9         3.4%            Quoted                                                             9.6%                                          Cell therapy
 Late-stage clinical
 Spur                           182.2                                      2.7                     184.9        18.1%           Cost                                                               79.1%                                         Gene therapy
 Beacon                         117.5        6.6                           6.1        (4.6)        125.6        12.3%           PRI                                                                43.9%                                         Gene therapy
 Clinical
 Quell                          85.4                                                  (3.3)        82.1         8.0%            PRI                                                                33.7%                                         Cell therapy
 Resolution                     55.5         3.0                           0.4                     58.9         5.8%            Cost                                                               81.2%                                         Cell therapy
 Anaveon                        35.6                                                  2.3          37.9         3.7%            PRI                                                                36.9%                                         Biologics
 iOnctura                       25.1                                                  1.1          26.2         2.6%            PRI                                                                21.9%                                         Small molecules
 Mosaic                         25.5                                                               25.5         2.5%            Cost                                                               59.2%                                         Small molecules
 Pre-clinical
 Purespring                     51.2         2.5                           (0.3)                   53.4         5.2%            PRI                                                                46.3%                                         Gene therapy
 OMass                          49.7                                                               49.7         4.9%            PRI                                                                28.9%                                         Small molecules
 Kesmalea                       20.0                                                               20.0         2.0%            Cost                                                               59.7%                                         Small molecules
 Yellowstone                    16.5                                                               16.5         1.6%            Cost                                                               60.9%                                         Biologics
 Forcefield                     10.6         2.2                           0.1                     12.9         1.3%            PRI                                                                73.7%                                         Biologics
 Slingshot                      5.6          2.8                                                   8.4          0.8%            Cost                                                               100.0%                                        Accelerator
 Portfolio milestone payments
 Neogene milestone payment      6.1          (6.0)                                    (0.1)        0.0          0.0%            -                                                                                                                Cell therapy
 Clade milestone payment        0.8                                                   (0.1)        0.7          0.1%            DCF                                                                                                              Cell therapy
 Syncona investments
 CRT Pioneer Fund               27.3         (1.5)                         (15.9)                  9.9          1.0%            Adj Third Party                                                    64.1%                                         Oncology
 Achilles                       13.1         (12.0)                        (0.8)      (0.3)        0.0          0.0%            -                                                                  22.7%                                         Cell therapy
 Biomodal                       2.7                                        (0.3)      (0.2)        2.2          0.2%            PRI                                                                3.0%                                          Epigenetics
 Century 14  (#_ftn14)          0.4                                        0.1                     0.5          0.1%            Quoted                                                             1.3%                                          Cell therapy
 Total Life Science Portfolio   765.4        (2.4)                         (6.7)      (6.1)        750.2        73.5%

 Capital pool                   287.7        (21.4)                        6.7        (2.3)        270.7        26.5%
 TOTAL                          1,053.1                                                            1,020.9      100.0%

 

 

Forward-looking statements - this announcement contains certain
forward-looking statements with respect to the portfolio of investments of
Syncona Limited. These statements and forecasts involve risk and uncertainty
because they relate to events and depend upon circumstances that may or may
not occur in the future. There are a number of factors that could cause actual
results or developments to differ materially from those expressed or implied
by these forward-looking statements. In particular, many companies in the
Syncona Limited portfolio are conducting scientific research and clinical
trials where the outcome is inherently uncertain and there is significant risk
of negative results or adverse events arising. In addition, many companies in
the Syncona Limited portfolio have yet to commercialise a product and their
ability to do so may be affected by operational, commercial and other risks.

 

Syncona Limited seeks to achieve returns over the long term. Investors should
seek to ensure they understand the risks and opportunities of an investment in
Syncona Limited, including the information in our published documentation,
before investing.

 

Enquiries

 

Syncona Ltd

 

Annabel Clark

Tel: +44 (0) 20 3981 7912

 

FTI Consulting

 

Ben Atwell / Tim Stamper

Tel: +44 (0) 20 3727 1000

 

Syncona Investment Management Limited review

 

Business review

 

During the first half of FY2025/6, Syncona has continued to make progress. The
SIML team has worked closely with the portfolio companies supporting their
continued progress to late-stage clinical development, where we believe
significant value can be accessed. The Company also announced a refined set of
strategic proposals that have been guided by shareholder feedback.

 

Robust financial performance with continued clinical progress across a
maturing portfolio

 

Syncona ended the half with net assets of £1,020.9 million (167.9p per
share), delivering a NAV per share return of (1.7)%. This decline in NAV per
share was primarily driven by a write down in CRT Pioneer Fund. CRT Pioneer
Fund is a legacy holding in a third-party private, oncology-focused investment
fund and reported a write-off in one of its programmes during the period.
Elsewhere across the Strategic Life Science Portfolio, we have seen positive
financial performance.

 

The portfolio continues to progress towards late-stage with 76.8% of the NAV
of the Life Science Portfolio in commercial, late-stage and clinical stage
companies, with a number of portfolio companies reporting positive clinical,
strategic and financial execution in the six months. Notably, Beacon published
Phase II Interim 6-month data from the DAWN trial in XLRP, which was followed
by longer-term data from DAWN and the Phase II SKYLINE trial post-period end.
iOnctura continues to execute on its clinical plans with five studies running
in parallel to explore the full potential of its lead asset, Roginolisib.
Resolution initiated its Phase I/II clinical trial for RTX001 in end stage
liver disease.

 

Market conditions across the biotech sector starting to improve

 

The last four years have been a volatile period for the biotech sector with
challenging market conditions prolonged by regulatory and policy headwinds in
2025 delaying a recovery. There has been a significant period of
restructuring, consolidation and rationalisation. Public market conditions are
now improving, and we are beginning to see signs that the cost of capital is
declining. The XBI is up 25% year to date and is trading at its highest levels
since 2021. The SIML team expect to see conditions start to improve across the
private market over the next 12 months.

 

Biotech remains the source of innovation for pharmaceutical companies. M&A
activity has continued, focusing on late-stage assets, aligning with SIML's
late-stage focus. M&A deal value for biotech companies in 2025
year-to-date has already surpassed the 2024 total, and the pace and
significance of activity reflect pharma's continued need to replenish its
pipeline, in light of upcoming patent cliffs, through acquiring innovative
biotech companies. We expect both M&A and in-licensing activity to
continue with pharma facing a patent cliff of over $350bn by 2030 with over
$1tn in deal capacity.

 

Portfolio poised to deliver five key value inflection points in CY2026

 

Against an improving market backdrop, the portfolio is well-positioned to
deliver five key value inflection points in CY2026 and a further three in
CY2027 and CY2028. Two of Syncona's late-stage and clinical stage portfolio
companies, Beacon and iOnctura have key clinical data read-outs in 2026.
Beacon's clinical data read-out is from its pivotal study and will demonstrate
whether its gene therapy for the treatment of the blinding condition XLRP has
continued to show improvements in visual sensitivity for patients. Beacon's
key competitor has announced that its phase III trial did not meet its primary
endpoint, which puts Beacon in a strong position to lead the field, if the
clinical data it publishes is positive. iOnctura's clinical data read-out in
its Phase IIb uveal melanoma programme is seeking to confirm the promising
clinical effects observed in earlier clinical studies, and if positive will
underpin a Phase III pivotal trial in uveal melanoma, a rare and aggressive
type of eye cancer with limited treatment options.

 

Capital deployment and capital pool management

 

Our capital allocation is aligned with our late-stage and clinical-stage focus
and we continue to take a rigorous and disciplined approach, focused on the
delivery of key value inflection points. We deployed £17.2 million during the
period with 55.8% invested in late-stage and clinical-stage assets.

 

The capital pool of £270.7 million is primarily held in cash, treasury bills
and a number of low volatility, highly liquid, multi-asset and credit funds or
mandates, managed by Kempen and M&G with portfolio mandates to deliver a
core CPI (consumer price index) return over the mid-term. At the period end,
£113.9 million was held in cash and cash equivalents, with £157.0 million
held in multi-asset funds and credit funds. The remainder of the capital pool
is invested in mature cash generative private equity funds. To provide Syncona
with a natural hedge against short-term US dollar cash flows, 24.0% of our
capital pool is held in US dollars and the 3.9% weakening of the US dollar
versus Sterling over the period resulted in an unrealised foreign exchange
loss of £2.3 million at the period end. The overall return across our capital
pool during the period was 1.5%.

 

                       £m     % of Gross capital pool(31)  % of nav
 CASH                  113.9  40.9%                        11.2%
 credit funds          80.5   28.9%                        7.9%
 Multi-asset funds     76.5   27.4%                        7.5%
 private equity funds  7.9    2.8%                         0.8%

 

 

Refined set of strategic proposals to maximise value for shareholders

 

Following extensive consultation with shareholders, the Board is proposing
that the Company focus on a return of £250 million of net proceeds to
shareholders from any sales of mature private portfolio companies. During this
period, the portfolio will be proactively managed, and portfolio companies
will only be sold when it is in the best interests of shareholders. SIML will
continue to make small selective new investments into pre-clinical companies
to provide a pipeline of assets and underpinning the Company's future growth
with a prudent and sustainable approach. This will enable the team to remain
active market participants and to help avoid any undue negative impact on the
value of the portfolio companies through impaired realisations and unduly
dilutive syndications. The amount to be invested will be capped at 5% of the
last reported NAV at the time the investment policy is approved. After £250
million has been returned to shareholders, SIML will continue to build out
Syncona's portfolio to 20-25 companies. The SIML team is also seeking to
establish a new private fund, independent from Syncona, to diversify its
funding sources.

 

To reflect these proposals, alongside a new Capital Allocation Policy, the
Company is proposing a new investment objective and policy to achieve superior
long-term capital appreciation by selectively investing in growth
opportunities in the life sciences sector, with an initial focus on realising
maximum value from its mature portfolio assets in a timely manner.

 

Aligning SIML's interests with the proposed new investment objective and
policy

 

The period for making awards to SIML employees under the existing long-term
incentive plan (LTIP) is coming to an end and the scheme is closed to further
issuances. In order to align SIML with the proposed new investment policy, the
Company has designed new long-term incentive arrangements based on the
realised value of the Company's portfolio assets in excess of the Company's
NAV as at 30 September 2025. It is the Board's intention to ensure that the
new long-term incentive arrangements appropriately incentivise the SIML team
to achieve realisations in the interests of shareholders in line with the
proposed investment objective and policy while maintaining a cap on SIML's
total incentives across the existing LTIP and the new long-term incentive
arrangements. The Board is starting to consult  with shareholders on the
implementation of the new long-term incentive arrangements.

 

Changes to the composition of the Board

 

In light of the proposed investment objective and policy and following the
departure of one non-executive Director earlier in the year, the Board intends
to further reduce the overall number of non-executive Directors on the Board
from seven to five, which will in due course include a new director with
investment company expertise and experience.

 

As part of this transition, Rob Hutchinson will step down after the General
Meeting to approve the Company's new investment objective and policy after
serving eight years on the Board, and Cristina Csimma will step down on 31
January 2026 after serving four years. In line with Board succession planning,
John Roche will succeed Rob as Chair of the Audit Committee with immediate
effect. We would like to thank Rob and Cristina for their significant
contributions to the Board.

 

Timing for General Meeting

 

Syncona will make a further announcement on the proposals set out above once
it has completed the  shareholder consultation on the new long-term incentive
arrangements for the SIML team, and shortly thereafter will convene a General
Meeting at which the change of investment objective and policy, and the new
long-term incentive arrangements will be put to shareholder vote.

 

Summary

 

In recent years, we recognise that there has been NAV and share price
underperformance against a prolonged bear market. The Board and SIML have been
working to address this. Guided by shareholder feedback, the Board has
proposed a new investment objective and policy to maximise value for
shareholders, initially focusing on the return of £250 million of proceeds,
before returning to building out the portfolio to 20-25 companies. The SIML
team has proactively managed the portfolio, weighting it towards late-stage
clinical and clinical-stage companies and there are expected to be five key
value inflection points in CY2026 with the potential to deliver significant
NAV growth through M&A or liquidity events. We are optimistic on our
outlook for the biotech market, the public markets are showing signs of
recovery, and we expect this to read through to the private markets with
M&A from pharma continuing, particularly for late-stage assets. As we look
forward, we are resolutely focused on maximising value for shareholders across
the portfolio and returning to delivering long-term growth. We believe there
is significant potential to leverage our model and diversify our capital
sources to optimise risk adjusted returns for shareholders.

 

 

Life science portfolio review

 

Our life science portfolio was valued at £750.2 million at 30 September 2025
(31 March 2025: £765.4 million), delivering a (1.7)% return in the period. It
comprises our strategic portfolio companies, potential milestone payments, and
investments which are non-core and provide optionality to deliver returns for
our shareholders.

 

Our strategic portfolio consists of the 14 core life science portfolio
companies where Syncona has significant shareholdings and plays an active role
in the company's development. These companies are diversified across modality
and therapeutic area with one commercial-stage company, two late-stage
clinical and five clinical stage companies.

 

Our NAV Growth Framework

 

We are continuing to report against our NAV Growth Framework, to give
shareholders more clarity on which milestones and what stage of the
development cycle we anticipate our companies will be able to access capital
and drive significant NAV growth in the current market environment. Our
portfolio companies are mapped against the categories below.

 

1.   Companies where delivery against milestones has the potential to enable
access to capital:

 

·      Operational build

o  Clearly defined strategy and business plan

o  Leading management team established

 

·      Emerging efficacy data

o  Clinical strategy defined

o  Initial efficacy data from Phase I/II trials in patients

 

2.   Companies where delivery against milestones has the potential to
deliver NAV uplifts:

 

·      Definitive data

o  Significant clinical data shows path to marketed product

o  Moving to pivotal trial and building out commercial infrastructure

 

·      On the market

o  Commercialising product

o  Revenue streams

 

 

Strategic portfolio company milestones

 

Specific portfolio company capital access milestones and key value inflection
points (which are set out below) are not without risk and their impact will be
affected by various factors including the market environment at the time of
their delivery.

 

 Strategic life science portfolio company  Next expected capital access milestones                                      SIML team view of potential key value inflection points
 On the market
 Autolus                                   H2 CY2025                                                                    CY2026 (delayed from CY2025)

                                           -       Phase II initiation of SLE programme                                 -       Further commercial traction following US launch of AUCATZYL®
                                                                                                                        (obe-cel)
 Moving towards being on the market
 Beacon                                                                                                                 H2 CY2026

                                                                                                                        -       Data readout from its Phase II/III pivotal VISTA trial in XLRP
 Spur                                      H1 CY2026                                                                    H1 CY2028

                                           -       Initiation of Phase III trial in Gaucher disease                     -       Completion of the pivotal stage of its Phase III trial in

                                                                            Gaucher disease

                                           CY2026

                                           -       Initiation of Phase I/II trial in Parkinson's disease
 Moving towards publishing definitive data
 iOnctura                                                                                                               H2 CY2026

                                                                                                                        -       Data readout from its Phase II trial in uveal melanoma

 Resolution                                                                                                             H2 CY2026

                                                                                                                        -       Interim data readout from its Phase I/II trial in end-stage
                                                                                                                        liver disease
 Moving towards publishing emerging efficacy data
 Quell                                     Q1 CY2026                                                                    CY2026

                                           -       Completion of first stage of Phase I/II trial in liver               -     Data readout for the Phase I/II trial in liver transplantation
                                           transplantation                                                              (removed a key value inflection point covering an interim data read out)

                                           H1 CY2026 (new)

                                           -       CTA approval for CHILL study in rheumatologic autoimmune
                                           diseases
 Anaveon                                   CY2026

                                           -       Data readout from its Phase I/II trial of ANV600

                                           CY2026

                                           -       IND filing for its Phase I/II trial in ANV200
 Purespring                                H2 CY2025                                                                    H1 CY2027

                                           -       Initiation of Phase I/II trial in complement-mediated kidney         -       Complement biomarker clinical data
                                           disease
 OMass                                     CY2026 (delayed from H2 CY2025)                                              CY2027 (delayed from H1 CY2026)

                                           -       Initiation of Phase I trial of its MC2 programme                     -       Data from Phase I trial of MC2 programme
 Mosaic                                    H2 CY2026 (delayed from H1 CY2026)

                                           -     Initiation of first clinical study for lead drug combination

                                           H1 CY2027 (delayed from H2 CY2026)

                                           -     Initiation of clinical study for second drug combination
 Yellowstone                               CY2026 (new)

                                           -     Candidate selection for lead programme

 

 

Commercial - 3.4% of NAV

 

Autolus (3.4% of NAV, 9.6% shareholding) - On the market

 

SIML team view

 

In November 2024, Autolus Therapeutics (Autolus) received FDA approval for its
lead CAR-T cell therapy, AUCATZYL(®) (obe-cel), and has since made
encouraging progress with its commercial launch in the US. AUCATZYL(®) has
the potential to be a best-in-class therapy for patients with relapsed or
refractory B-cell precursor acute lymphoblastic leukaemia (r/r B-ALL),
supported by its very positive tolerability profile compared to current CD19
CAR T-cell therapies. It is encouraging to see that 60 treatment centres are
now fully activated (as of 12 November 2025) and that third quarter net
product revenue was $21.2 million. We look forward to seeing further progress
with their commercial launch, which we continue to view as a key value
inflection point for the company.

 

·      Company focus: Autolus is developing, commercialising and
delivering next generation programmed T-cell therapies for the treatment of
cancer and autoimmunity with a clinical pipeline targeting haematological
malignancies, solid tumours and autoimmune diseases.

·      Financing stage: Cash and cash equivalents at 30 September 2025
totalled $367.4 million. Autolus estimates that, with its current cash, cash
equivalents and marketable securities, it is well capitalised to drive the
launch and commercialisation of obe-cel in r/r adult ALL, as well as to obtain
data in the lupus nephritis pivotal trial and multiple sclerosis Phase I
trial.

·      Lead programme: Autolus received marketing approval from the FDA
for AUCATZYL(®) in November 2024 and subsequently commenced commercial launch
in the US. In December 2024, the National Comprehensive Cancer Network(®)
added AUCATZYL(®) to its Clinical Practice Guidelines in Oncology for the
treatment of adult patients with r/r B-ALL. In April 2025, Autolus received
conditional marketing authorisation from the Medicines and Healthcare Products
Regulatory Agency (MHRA) with the European Commission (EC) granting
conditional marketing approval in July 2025. Autolus continues to work with
the UK National Institute for Health and Care Excellence (NICE) and the NHS
towards a pathway for patient access to AUCATZYL(®) in the UK. Autolus has
presented updated data on obe-cel in adult ALL at various conferences during
the year, further building on previously published data highlighting its
tolerability and long-term response.

·      Commercialisation progress: In preparation for the broader
commercialisation of AUCATZYL(®), Autolus delivered significant operational
milestones to enable the company to launch the product at a scale that can
serve the expected global demand. Global production capacity will be served by
Autolus' specialist 70,000 sq. foot advanced manufacturing facility (the
Nucleus), the UK's first purpose-built CAR T-cell manufacturing unit. The
first commercial launch in the US is progressing on track, with 60 centres
fully activated as of 12 November 2025 and coverage secured for greater than
90% of total US medical lives.

·      Pipeline programmes: In April 2025, Autolus reported preliminary
data from the Phase I CARLYSLE dose confirmation study of obe-cel in
refractory Systemic Lupus Erythematosus (SLE) patients, which supported the
progression of obe-cel into a planned Phase II trial in lupus nephritis, a
kidney disease caused by SLE. The first patient in this trial is expected to
be dosed by end of CY2025. Data with longer term follow-up from CARLYSLE was
reported at the American College of Rheumatology conference in October 2025,
and additional data is expected at the American Society of Hematology Annual
Meeting in December 2025. Autolus is also planning to initiate a Phase I study
in AL Amyloidosis with AUTO8 (targeting CD19 and BCMA) by the end of CY2025.

·      Key value inflection point: Further commercial traction following
US launch of AUCATZYL® (obe-cel) in r/r adult ALL expected in CY2026.

 

Late-stage clinical companies - 30.4% of NAV

 

Beacon (12.3% of NAV, 43.9% shareholding) - Moving towards being on the market

 

SIML team view

 

Beacon Therapeutics (Beacon) has generated a strong set of data from its Phase
I/II HORIZON and Phase II SKYLINE trials supporting the therapeutic benefit
and safety profile of laru-zova (formerly AGTC-501) in the treatment of the
blinding condition X-linked retinitis pigmentosa (XLRP). This includes
positive data from SKYLINE which underlines the durability profile of the
therapy and supports our thesis that laru-zova could be a potentially
life-changing treatment for patients suffering from XLRP. The company
continues to show strong momentum as it progresses through the clinic,
reinforced by the initiation of its pivotal VISTA trial, which completed
enrolment in July 2025, as well as positive interim 9+ month results from the
Phase II open-label DAWN trial. The competitive landscape has also evolved in
Beacon's favour, with J&J's XLRP programme failing to meet its primary
endpoint in its Phase III LUMEOS trial.

 

·      Company focus: Beacon is an ophthalmic AAV-based gene therapy
company founded to save and restore the vision of patients with a range of
prevalent and rare retinal diseases that result in blindness.

·      Financing stage: Beacon raised $170 million (£134 million) in a
Series B funding in July 2024. Forbion led the round and, alongside Syncona,
the financing was supported by existing investors Oxford Science Enterprises
and the University of Oxford, and new investors TCGX and Advent Life Sciences.

·      Lead programme: During the period, Beacon announced the
completion of enrolment in its Phase II/III pivotal VISTA study for laru-zova
in XLRP. Beacon plans to use the data generated from the VISTA trial, in
combination with data from the Phase I/II HORIZON, Phase II SKYLINE, and Phase
II expansion DAWN trials, to support its regulatory strategies in the EU and
US. In September 2025, Beacon also released further data from two clinical
trials:

o  Interim 9+ month results from Phase II DAWN trial: Data continued to show
early improvements in low luminance visual acuity (LLVA) and early and
sustained improvements in mean sensitivity in study eyes, as observed by
microperimetry, representing enhanced visual function in participants
evaluated at month 9 or beyond.

o  36-month Phase II SKYLINE trial data: Participants who received the high
dose of laru-zova showed durable improvements in retinal sensitivity through
month 36, as observed by microperimetry. There was a greater response rate in
the high-dose study eyes compared to the low- dose group or untreated fellow
eye.

·      Pipeline programmes: Beacon's second retinal disease programme is
targeting dry age-related macular degeneration, a leading cause of
irreversible vision loss in people over 60.

·      People update: Beacon announced the appointment of Dr. Daniel
Chung as Chief Medical Officer. Prior to joining Beacon, Dr. Chung served as
Chief Medical Officer at SparingVision, a clinical-stage genomic medicine
company. Previously, Dr. Chung served as Ophthalmology Therapeutic Area Leader
at Spark Therapeutics, where he played an instrumental role in the development
of Luxturna(®), the first gene therapy approved by the FDA and EMA for use in
a blinding genetic disease.

·      Key value inflection point: Data readout from its Phase II/III
pivotal VISTA trial in XLRP expected in H2 CY2026.

 

Spur (18.1% of NAV, 79.1% shareholding) - Moving towards being on the market

 

SIML team view

 

Spur Therapeutics (Spur) continues to make strong clinical progress and
Syncona has been encouraged by the data published from its lead Gaucher
disease programme (FLT201). This includes the data published at the European
Society of Gene and Cell Therapy (ESGCT) 32(nd) Annual Congress, demonstrating
a favourable efficacy and safety profile for FLT201. This data further
de-risks Spur's technology and supports the advancement of the company's
pre-clinical pipeline into more prevalent disorders, including Parkinson's
disease. We believe FLT201 can be a first- and best-in-class gene therapy for
Gaucher disease patients, with potential to deliver significant value for
Syncona shareholders. Spur is now preparing to advance FLT201 into a Phase III
trial.

 

·      Company focus: Developing transformative gene therapies for
patients suffering from chronic debilitating diseases.

·      Financing stage: No additional financing to support the
development of the company's pipeline was provided in the period

·      Lead programme: The company presented updated data from its Phase
I/II study in Gaucher disease at the ESGCT 32(nd) Annual congress in October
2025. The data provided longer term follow up from four patients who were
taken off enzyme replacement therapy (ERT) or substrate reduction therapy
(SRT) and remained off those therapies for between 19 and 23 months following
a single infusion of FLT201, as of the data cutoff date of 25 August 2025. The
data further showed rapid, robust and sustained reductions in lyso-Gb1, a
measure of whole-body substrate build up and a validated biomarker of
treatment response in Gaucher disease, along with a favourable safety profile.
The company is on track to initiate its Phase III trial in Gaucher disease
during H1 CY2026, with Spur gaining FDA alignment on the design of a
single-arm study to support potential accelerated approval of FLT201.

·      Pipeline programmes: In June, the company presented updated
pre-clinical data at the 2025 GBA1 meeting from its GBA1 Parkinson's disease
research programme, demonstrating that its engineered enzyme SPR301
significantly reduces the accumulation of α-Synuclein, a protein that plays
an important role in the development and progression of Parkinson's disease,
more effectively than the naturally occurring protein.

·      Key value inflection point: Completion of the pivotal stage of
its Phase III trial in Gaucher disease expected in H1 CY2028.

 

Clinical-stage companies - 22.6% of NAV

 

Quell (8.0% of NAV, 33.7% shareholding) - Moving towards publishing emerging
efficacy data

 

SIML team view

 

Quell Therapeutics (Quell) continues to make progress across its T regulatory
(Treg) cell therapy platform. Its  clinical-stage QEL-001 programme is
underway in a Phase I/II liver transplantation trial, the QEL-005 programme
for rheumatologic autoimmune diseases has completed CTA-enabling studies, and
the partnership with AstraZeneca has continued to progress with a candidate
selected for the inflammatory bowel disease programme.

 

·      Company focus: Developing engineered T-regulatory (Treg) cell
therapies to treat a range of conditions such as solid organ transplant
rejection, autoimmune and inflammatory diseases.

·      Financing stage: Raised $156 million in a syndicated Series B
financing in November 2021.

·      Clinical update: During the period, Quell presented translational
data at the International Society for Cell & Gene Therapy conference and
EASL Congress, both in May 2025. At EASL, the data presented showed enhanced
engraftment of QEL-001 CAR-Tregs after ATG conditioning. QEL-001 is dosing
patients in its efficacy cohort of the LIBERATE Phase I/II trial.

·      Pipeline programmes: In October 2025, Quell presented
non-clinical data at the ACR Convergence annual meeting demonstrating the
broad mechanism of action of QEL-005 to control complex autoimmune diseases.
QEL-005 will enter the clinic in the CHILL study in H1 2026.

·      Partner programmes: In June 2025, AstraZeneca selected a
candidate to progress from the inflammatory bowel disease Treg cell therapy
collaboration programme, triggering a $10 million milestone payment to Quell.
This is the second significant research milestone in its alliance with
AstraZeneca.

·      People update: Quell announced the formation of its Scientific
Advisory Board, comprising: Sir Robert Lechler (Chair), Prof. Elmar Jaeckel,
Prof. Bruce Levine, Prof. Megan Levings, Prof. Peter Merkel and Dr.
Dhavalkumar Patel.

·      Key value inflection points:

o  Data readout for the Phase I/II trial in liver transplantation expected in
CY2026

 

Anaveon (3.7% of NAV, 36.9% shareholding) - Moving towards publishing emerging
efficacy data

 

SIML team view

 

Anaveon has been progressing a PD-1 targeted IL-2 receptor agonist, ANV600,
where it has generated positive data and has seen recently seen validating
commercial activity in the space. This activity supports the expansion of its
planned phase II study to include more patients and therefore the study will
be subject to the company accessing further external capital. In parallel the
company has also published positive pre-clinical data for ANV200 and is
progressing this promising programme to an IND filing.

 

·      Company focus: Clinical development of a PD-1 targeted IL-2
receptor agonist, a type of protein that could enhance a patient's immune
system to respond therapeutically to cancer. The company has also announced a
PD-1 targeted IL-21 bispecific compound and an anti-PD-1 depleting antibody,
both currently in pre-clinical stages.

·      Financing stage: Raised CHF 110 million (£90 million) in a
syndicated Series B financing in 2021

·      Clinical update: In July 2024, Anaveon enrolled its first patient
into its Phase I/II trial of ANV600. The company presented a trial in progress
poster at the American Society for Clinical Oncology Conference in June 2025,
providing further details on the study and an update on recruitment. The trial
is ongoing, with further updates expected in CY2026.

·      Pipeline programmes: In October 2025, Anaveon presented
pre-clinical data at the ACR Convergence annual meeting on ANV200's novel,
Fc-enhanced anti-PD-1 agonistic antibody, engineered to drive robust and
comprehensive depletion of PD-1-expressing pathogenic T cells which may
achieve deeper clinical responses in autoimmune diseases

 

Resolution (5.8% of NAV, 81.2% shareholding) - Moving towards publishing
definitive data

 

SIML team view

 

Resolution remains the global leader in macrophage cell therapy, having
established the value of this modality through publication of the MATCH II
academic clinical data showing efficacy in patients with end-stage liver
disease. Resolution has entered the clinic and is focused on trial execution
and demonstrating the impact that its engineered macrophage cell therapy
RTX001 can have on a severely ill patient group with end-stage liver disease.

 

·      Company focus: Resolution is pioneering regenerative macrophage
therapy in inflammatory and fibrotic diseases.

·      Financing stage: In October 2024, Syncona committed £63.5
million in Series B financing to Resolution to support the early clinical
development of its lead programme RTX001, and deliver data from the programme.
SIML continues to explore the possibility of syndicating some of its Series B
commitment.

·      Clinical update: In September 2025, Resolution announced dosing
of the first patient in its EMERALD study, a Phase I/II clinical trial of
RTX001 in end-stage liver disease, with further enrolment ongoing. The
complete three-year MATCH II data was presented at the American Association of
the Study of Liver Disease (AASLD) in November 2024, demonstrating excellent
safety and efficacy of non-engineered macrophage cell therapy in patients with
advanced cirrhosis, with further details presented at AASLD in November 2025.

·      People update: In September 2025, Resolution announced the
appointment of Lucy Singah as Chief Financial Officer (CFO) and Daniel Kennedy
as Chief Business Officer (CBO). Lucy was previously CFO at Echopoint Medical
and has over 20 years of corporate and strategic finance experience, across
both UK and US start-ups and global companies. Dan previously served as Vice
President, Business Development at Immunocore, and led business development
and alliance management at Achillion Pharmaceuticals, prior to its acquisition
by Alexion Pharmaceuticals.

·      Key value inflection point: Interim data readout from its Phase
I/II trial in end-stage liver disease expected in H2 2026.

 

iOnctura (2.6% of NAV, 21.9% shareholding) - Moving towards publishing
definitive data

 

SIML team view

 

iOnctura is driving its lead candidate roginolisib towards late-stage
development and we believe it can deliver high patient impact across a broad
range of indications. Since adding this clinical-stage opportunity to
Syncona's portfolio in 2023, the SIML team has worked closely alongside
iOnctura's management team to review its pipeline and explore the breadth of
roginolisib's utility, whilst prioritising indications that can deliver the
most value over the nearest timeframe. We are pleased with the progress made
in uveal melanoma and to see the expansion of the roginolisib opportunity,
with Phase II trials initiated in non-small cell lung cancer (NSCLC) and
myelofibrosis in addition to uveal melanoma. SIML believes roginolisib has the
potential to modulate an important biological pathway in cancer with a
side-effect profile that will allow it to benefit many patients.

 

·      Company focus: Developing selective cancer therapeutics against
targets that play critical roles in multiple tumour survival pathways.

·      Financing stage: Syncona led a €86 million (£68.4 million)
Series B financing of iOnctura in March 2024 as part of a leading syndicate
including existing investors Merck Ventures, Inkef Capital, Schroders Capital,
VI Partners and the 3B Future Health Fund, as well as new investor the
European Innovation Council and XGEN Venture.

·      Lead programme: iOnctura's lead programme, roginolisib, is a
first-in-class allosteric modulator of PI3K delta (PI3Kδ), which has
potential application across a variety of solid tumour and haematological
cancers. The company expanded its clinical trial programme for roginolisib to
non-small cell lung cancer via a supply agreement with GSK. The company has
commenced its randomised Phase II trials in uveal melanoma and NSCLC. Sites
are screening patients for a Phase II trial in myelofibrosis.

·      Pipeline programmes: The company has a number of clinical and
pre-clinical pipeline programmes in broader oncology indications.

·      People update: Steven Sciuto joins as Chief Financial Officer
(CFO) bringing a wealth of experience in scaling finance functions as well as
in private and public financings. Michelle Tsai PharmD, with deep expertise in
portfolio strategy and lifecycle planning, joined as Chief Operating Officer
(COO)

·      Key value inflection point: Data readout from its Phase II trial
in uveal melanoma expected in H2 CY2026.

 

Mosaic (2.5% of NAV, 59.2% shareholding) - Moving towards publishing emerging
efficacy data

 

SIML team view

 

Using proprietary computational methods and models, Mosaic Therapeutics
(Mosaic) discovers and develops novel therapeutic combinations for the
targeted treatment of cancer. Mosaic's deal with Astex to in-license assets
having extensive clinical exposure as monotherapies has significantly
de-risked and accelerated the company's development path. Mosaic now expects
to start the first clinical study of its lead drug combination in CY2026.

 

·      Company focus: Oncology therapeutics company using advanced
computational methods and next-generation cancer models to discover and
develop novel targeted combination medicines.

·      Financing stage: £22.5 million Series A announced in April 2023,
led by Syncona alongside Cambridge Innovation Capital, with the financing
extended by a further £5.7 million in August 2024.

·      Platform capabilities: Mosaic's technology platform uses
proprietary disease models and machine learning to enable the identification
of novel biological intervention to drive responses in cancer. The company
will then leverage these insights to build a pipeline of programmes.

·      Pipeline update: In April 2025, the company in-licensed two
clinically experienced targeted small molecules from Astex to enable a
pipeline of biomarker defined combination programmes identified through its
platform. The two small molecule assets are an ERK1/2 inhibitor that has
completed a Phase II clinical study and an MDM2 antagonist that has completed
a Phase I clinical study. Each will be clinically developed by Mosaic in a
significant patient setting uniquely identified by Mosaic's platform. Each of
the two licensed compounds has been studied in more than 100 patients and
demonstrated differentiated safety profiles within their target class and
single agent activity as monotherapies, enabling use in combination therapies.

·      People update: Post period end, the company appointed Thomas
Fuchs as CEO. Thomas has over 25 years' experience in leadership positions
across early drug development, commercialisation and life cycle management,
serving in senior oncology biopharma leadership roles in both oncology-focused
biotech and big pharma.

 

Pre-clinical companies - 15.8% of NAV

 

Purespring (5.2% of NAV, 46.3% shareholding) - Moving towards publishing
emerging efficacy data

 

·      Company focus: Precision nephrology company, developing targeted,
first-in-class locally delivered genetic therapies for the treatment of
chronic renal diseases with significant unmet medical need.

·      Financing stage: Purespring Therapeutics (Purespring) raised £80
million in an oversubscribed Series B financing in September 2024, with
Syncona committing £19.9 million alongside a leading syndicate led by
Sofinnova Partners, in collaboration with Gilde Healthcare, Forbion, and
British Patient Capital. Proceeds are advancing Purespring's pipeline of
disease modifying gene therapies into the clinic and support the expected
initiation of a Phase I/II clinical trial in H2 CY2025 for its lead programme
PS-002, initially targeting IgA nephropathy (IgAN), a chronic kidney disease
principally affecting young adults

·      Development update: In April 2025, Purespring was granted orphan
drug designation for its lead programme PS-002 for the treatment of patients
with primary IgAN and received FDA IND clearance and UK CTA approval for its
Phase I/II clinical trial in IgAN in the period.

·      Key value inflection point: Complement biomarker clinical data
expected in H1 CY2027.

 

OMass (4.9% of NAV, 28.9% shareholding) - Moving towards publishing emerging
efficacy data

 

·      Company focus: Developing small molecule drugs to treat endocrine
and immunological conditions.

·      Financing stage: OMass Therapeutics (OMass) raised £75.5 million
in a Series B financing in April 2022, with an additional £10 million
investment from British Patient Capital announced in May 2023.

·      Development update: OMass selected the candidate molecule for its
lead MC2 programme, a G protein-coupled receptor (GPCR) for the
adrenocorticotrophic hormone (ACTH). This will support the development of the
programme in diseases of adrenocorticotropic hormone (ACTH) excess, including
Congenital Adrenal Hyperplasia (CAH) and ACTH-dependent Cushing's Syndrome.
The company now expects to initiate it Phase I trial in its MC2 programme in
CY 2026.

·      Partner programmes: In September 2025, OMass announced an
exclusive collaboration and license agreement with Genentech, focused on
therapeutics for Inflammatory Bowel Disease. Through this agreement, OMass has
received a $20 million upfront payment, with potential for more than $400
million in milestone payments, as well as tiered royalties on net sales.

·      People update: OMass appointed Carol Schafer as Non-executive
Director. Carol has 25+ years of experience in investment banking, equity
capital markets, corporate finance and business development in the healthcare
sector. She currently serves on the Board of Directors for Insmed, Immunome,
Kura Oncology and Repare Therapeutics.

·      Key value inflection point: Data from Phase I trial of MC2
programme expected in CY2027.

 

Kesmalea (2.0% of NAV, 59.7% shareholding) - Moving towards completing
operational build

 

·      Company focus: An opportunity to create a new generation of small
molecule oral drugs addressing diseases through modulating protein
homeostasis.

·      Financing stage: Kesmalea Therapeutics (Kesmalea) raised £20.0
million in a Series A financing led by Syncona in 2022 alongside Oxford
Science Enterprises. An additional £5.0 million was raised in 2023 with
Syncona committing £4.0 million.

·      Development update: The company progressed development of its
platform SELFTAC technology and discovery programmes, focusing on the central
nervous system.

·      People update: The Kesmalea team has been built out and continues
to execute on its research plan under the lead of Robert Johnson as CEO.

 

Yellowstone (1.6% of NAV, 60.9% shareholding) - Moving towards publishing
emerging efficacy data

 

·      Company focus: Pioneering soluble bispecific T-cell receptor
(TCR)-based therapies to unlock a new class of cancer therapeutics, with a
focus on frequently expressed peptide antigens presented by HLA class II.

·      Financing stage: Syncona committed £16.5 million to Yellowstone
Biosciences (Yellowstone) in a Series A financing in 2024.

·      Development update: The company has progressed its research plan,
with the next key milestone being target nomination.

·      People update: Yellowstone has appointed Jim MacDonald as CEO.
Jim most recently served as Venture Partner at Altitude Life Science Ventures.
Previously, he was Co-Founder and Executive Vice President & General
Counsel at Sana Biotechnology, and earlier Senior Vice President and Chief
Intellectual Property Officer at Juno Therapeutics.

 

Forcefield (1.3% of NAV, 73.7% shareholding) - Moving towards publishing
emerging efficacy data

 

·      Company focus: Pioneering best-in-class therapeutics aiming to
protect cardiomyocytes (heart cells) to revolutionise the treatment of heart
attacks.

·      Financing stage: Syncona committed to a Series A financing in
March 2024. Syncona's total commitment in the Series A is £20.0 million, with
Forcefield Therapeutics (Forcefield) attracting a further £10.0 million
Series A commitment from Roche Venture Fund.

 

Slingshot (0.8% of NAV, 100.0% shareholding) - Moving towards completing
operational build

·      Company focus: Slingshot Therapeutics (Slingshot), the Syncona
Accelerator is focused on accumulating and accelerating a pipeline of
exceptional academic science towards clinical development.

·      Financing stage: Syncona has provided Slingshot with an initial
commitment of £12.5 million, which will be used to support the development of
its first programme, Apini, as well as Slingshot's operational build and
platform development. In June, Northern Gritstone committed to invest £1.8
million into Apini, becoming the programme's first co-investor. The Slingshot
team continue to identify additional programmes to join the accelerator.

·      People update: Ed Savory joined Slingshot as Head of Chemistry in
the period. Ed has more than 22 years' experience advancing drug development
programmes in the industry across VC-funded start-ups and mid-sized UK,
European and US-based biotech companies. Post period end, the company also
announced the appointment of John Isaac as Chief Scientific Officer (CSO) and
Bobby Soni as Chief Business Officer (CBO).

 

Syncona investments and milestone payments - 1.3% of NAV

 

Syncona has £13.3 million of value in investments and milestone payments,
which are non-core and provide optionality to deliver returns for its
shareholders. The assets held within the Company's investments are Century,
CRT Pioneer Fund, and Biomodal (formerly Cambridge Epigenetix), alongside the
discounted value of potential milestone payments following the sale of Clade.
Syncona received £6.1 million in the period from the successful delivery of
three Neogene milestones. In addition, following the voluntary liquidation of
Achilles, Syncona received a return of capital of £12.0 million for its
shareholding in the company.

 

Syncona Investment Management Limited, 14 November 2025

 

 

 Milestones delivered in the half:

 

 Portfolio company        Capital access milestone
 Autolus Therapeutics     Initial data from Phase I trial in SLE

 Beacon Therapeutics      Six-month data readout from the

                          Phase II DAWN trial in XLRP
 Spur Therapeutics        Initial safety readout in higher dose cohort from its Phase I/II trial in
                          adrenomyeloneuropathy (AMN)
 Resolution Therapeutics  Initiation of Phase I/II trial in end-stage liver disease

 

Our track record since 2012

 

Since 2012, Syncona has deployed £1.4 billion in its life science portfolio,
generating an IRR of 13.1% and 1.3x multiple of cost across the whole
portfolio. Over the same period, Syncona has realised £1,014.8 million from
the portfolio, with £960.7 million generated from five exits delivering an
aggregate IRR of 73.6% and a 4.0x multiple of cost.

 

Chris Hollowood, CEO of Syncona Investment Management Limited

 

Principal risks and uncertainties

 

The principal risks and uncertainties facing the Company for the second half
of the financial year are substantially the same as those disclosed in the
Report and Accounts for the year ended 31 March 2025:
https://www.synconaltd.com/media/a4cf0xvc/syn-ar25-web.pdf
(https://www.synconaltd.com/media/a4cf0xvc/syn-ar25-web.pdf)

 

Portfolio company risks:

-       Scientific theses fail

-       Clinical development doesn't deliver a commercially viable
product

-       Portfolio concentration risk to platform technology

-       Concentration risk and binary outcomes

 

Access to Capital:

-       Not having capital to invest

-       Private/public markets don't value or fund our companies when we
wish to access them

-       Capital pool losses or illiquidity

 

People risks:

-       Reliance on small Syncona team

-       Systems and controls failures

-       Unable to build high-quality team/team culture

-       Unable to execute business plans

 

Macroeconomic environment:

-       Macroeconomic environment has a negative impact on sentiment for
portfolio companies and Syncona business model

 

 

Going Concern

 

The Condensed Consolidated Financial Statements are prepared on a going
concern basis as the Directors' consider that the Group has adequate financial
resources to continue its operation, including existing commitments to its
investments and planned additional capital expenditure for 12 months following
the approval of the Condensed Consolidated Financial Statements.

 

The scope of the going concern assessment acknowledges proposals have been put
to shareholders to potentially change the Company's Investment Objective and
Policy which seek to maximise value for shareholders and to create a
longer-term structure for all key stakeholders (refer to the Business Review
for further details). The potential adoption of these proposals does not
change the Directors' view that the Company has adequate resources to continue
in operational existence and meet all liabilities as they fall due for a
period of at least 12 months, whilst continuing to invest in existing and new
investments.

 

Related Parties

 

There have been no material changes to the nature of related party
transactions as described in the Annual Report and Audited Financial
statements for the year ended 31 March 2025. Refer to Note 11 for information
on related party transactions.

 

Statement of Directors' Responsibilities

 

The Directors confirm that to the best of their knowledge:

a)   the condensed set of interim financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting', as adopted by the
European Union;

b)   the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events and their impact during
the first six months and description of principal risks and uncertainties for
the remaining six months of the year); and

c)   the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).

 

The Directors of Syncona Limited are:

Melanie Gee, Chair

Julie Cherrington, Non-Executive Director

Cristina Csimma, Non-Executive Director

Rob Hutchinson, Non-Executive Director

Kemal Malik, Non-Executive Director

Gian Piero Reverberi, Non-Executive Director

John Roche, Non-Executive Director

 

 

INDEPENDENT REVIEW REPORT TO SYNCONA LIMITED

 

Conclusion

 

We have been engaged by the Company to review the condensed consolidated set
of financial statements in the half-yearly financial report for the six months
ended 30 September 2025 which comprises the Condensed Consolidated Statement
of Comprehensive Income, the Condensed Consolidated Statement of Financial
Position, the Condensed Consolidated Statement of Changes in Net Assets
Attributable to Holders of Ordinary Shares, the Condensed Consolidated
Statement of Cash Flows and the related notes 1 to 14.

 

Based on our review, nothing has come to our attention that causes us to
believe that the condensed consolidated set of financial statements in the
half-yearly financial report for the six months ended 30 September 2025 is not
prepared, in all material respects, in accordance with European Union adopted
International Accounting Standard 34 and the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Basis for Conclusion

 

We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 "Review of Interim Financial Information Performed by
the Independent Auditor of the Entity" issued by the Financial Reporting
Council for use in the United Kingdom (ISRE (UK) 2410). A review of interim
financial information consists of making inquiries, primarily of persons
responsible for financial and accounting matters, and applying analytical and
other review procedures. A review is substantially less in scope than an audit
conducted in accordance with International Standards on Auditing (UK) and
consequently does not enable us to obtain assurance that we would become aware
of all significant matters that might be identified in an audit. Accordingly,
we do not express an audit opinion.

 

As disclosed in note 2, the annual financial statements of the Group are
prepared in accordance with the International Financial Reporting Standards
(IFRSs) as adopted by the European Union. The condensed set of financial
statements included in this half-yearly financial report has been prepared in
accordance with the European Union adopted International Accounting Standard
34, "Interim Financial Reporting".

 

Conclusion Relating to Going Concern

 

Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for Conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.

 

This Conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410; however future events or conditions may cause the entity to
cease to continue as a going concern.

 

Responsibilities of the directors

 

The directors are responsible for preparing the half-yearly financial report
in accordance with the Disclosure Guidance and Transparency Rules of the
United Kingdom's Financial Conduct Authority.

 

In preparing the half-yearly financial report, the directors are responsible
for assessing the Group's ability to continue as a going concern, disclosing
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.

 

Auditor's Responsibilities for the review of the financial information

 

In reviewing the half-yearly financial report, we are responsible for
expressing to the Company a conclusion on the condensed consolidated set of
financial statements in the half-yearly financial report. Our Conclusion,
including our Conclusion Relating to Going Concern, are based on procedures
that are less extensive than audit procedures, as described in the Basis for
Conclusion paragraph of this report.

 

Use of our report

 

This report is made solely to the Company in accordance with ISRE (UK) 2410.
Our work has been undertaken so that we might state to the Company those
matters we are required to state to it in an independent review report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company, for our review work,
for this report, or for the conclusions we have formed.

 

Deloitte LLP

Recognised Auditor

St Peter Port, Guernsey

12 November 2025

 

 

UNAUDITED GROUP PORTFOLIO STATEMENT

As at 30 September 2025

 

                                                 Fair value                                             % of                                 Fair value                                             % of

                                                         £'000                               Group NAV                                               £'000                               Group NAV

                                          30 September                                  30 September                                           31 March                                      31 March

                                                          2025                                          2025                                          2025                                          2025
 Life science portfolio
 Life science companies
 Spur                                  184,874                                       18.1                                          182,208                                       17.3
 Beacon                                125,573                                       12.3                                          117,537                                       11.2
 Quell                                 82,093                                        8.0                                           85,442                                        8.1
 Resolution                            58,920                                        5.8                                           55,543                                        5.3
 Purespring                            53,444                                        5.2                                           51,182                                        4.9
 OMass                                 49,712                                        4.9                                           49,712                                        4.7
 Anaveon                               37,942                                        3.7                                           35,569                                        3.4
 Autolus                               34,941                                        3.4                                           34,582                                        3.3
 iOnctura                              26,182                                        2.6                                           25,121                                        2.4
 Mosaic                                25,533                                        2.5                                           25,533                                        2.4
 Kesmalea                              20,000                                        2.0                                           20,000                                        1.9
 Yellowstone                           16,500                                        1.6                                           16,500                                        1.6
 Forcefield                            12,853                                        1.3                                           10,608                                        1.0
 Companies of less than 1% of the NAV  11,055                                        1.0                                           21,794                                        2.0
 Total life science companies((1))     739,622                                       72.4                                          731,331                                       69.5

 CRT Pioneer Fund                      9,853                                         1.0                                           27,294                                        2.6
 Milestone payments                    748                                           0.1                                           6,769                                         0.6

 Total life science portfolio((2))     750,223                                       73.5                                          765,394                                       72.7

 Capital pool investments
 Credit investment funds               80,511                                        7.9                                           78,457                                        7.5
 Multi asset funds                     76,509                                        7.5                                           73,940                                        7.0
 Legacy funds                          7,866                                         0.8                                           11,373                                        1.2
 UK and US treasury bills              -                                             -                                             55,651                                        5.3

 Total capital pool investments((3))   164,886                                       16.2                                          219,421                                       21.0

 Other net assets
 Cash and cash equivalents((4))        120,084                                       11.8                                          81,622                                        7.8
 Charitable donations                  (1,824)                                       (0.2)                                         (4,002)                                       (0.4)
 Other assets and liabilities          (12,425)                                      (1.3)                                         (9,355)                                       (1.1)

 Total other net assets                105,835                                       10.3                                          68,265                                        6.3
 Total capital pool                    270,721                                       26.5                                          287,686                                       27.3

 Total NAV of the Group                1,020,944                                     100.0                                         1,053,080                                     100.0

 

((1))  Value of life science companies reflects the full economic interest
attributable to the Company. Includes value attributable to equity, debt and
other economic interests such as deferred consideration and royalty rights.

 

((2))  The life science portfolio of £750,223,389 (31 March 2025:
£765,393,936) consists of life science investments totalling £739,622,459
(31 March 2025: £731,330,517), milestone payments of £747,910 (31 March
2025: £6,768,995) held by Syncona Holdings Limited and CRT Pioneer Fund of
£9,853,020 (31 March 2025: £27,294,423) held by Syncona Investments LP
Incorporated.

 

((3))  The capital pool investments of £164,886,422 (31 March 2025:
£219,421,126) are held by Syncona Investments LP Incorporated.

 

((4)  ) Cash and cash equivalents amounting to £212,649 (31 March 2025:
£1,113,276) is held by Syncona Limited. The remaining £119,871,816
(31 March 2025: £80,508,807) is held by its subsidiaries other than
portfolio companies ("Syncona Group Companies"). Cash held by Syncona Group
Companies other than Syncona GP Limited is not shown in Syncona Limited's
Consolidated Statement of Financial Position since it is included within
financial assets at fair value through profit or loss.

 

Assets held by the Group are held primarily through Syncona Holdings Limited
and Syncona Investments LP Incorporated. See note 1 for a description of these
entities.

 

The totals in the above table may differ slightly to the audited financial
statements due to rounding differences.

 

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the period ended 30 September 2025

 

                                                                      Notes  Revenue      Capital       Unaudited           Unaudited

                                                                                                        six months to       six months to

                                                                                                        30 September        30 September

                                                                                                        2025                2024
                                                                             £'000        £'000         £'000               £'000

 Investment income
 Other income                                                         5      17,649       -             17,649              33,047
 Total investment income                                                     17,649       -             17,649              33,047

 Net losses on financial assets at fair value through profit or loss  5      -            (27,676)      (27,676)            (97,335)
 Total losses                                                                -            (27,676)      (27,676)            (97,335)

 Expenses
 Charitable donations                                                 6      1,824        -             1,824               2,035
 General expenses                                                            13,618       -             13,618              8,726
 Total expenses                                                              15,442       -             15,442              10,761

 Loss for the period                                                         2,207        (27,676)      (25,469)            (75,049)
 Loss for the period after tax                                               2,207        (27,676)      (25,469)            (75,049)

 Loss per Ordinary Share                                              9      0.37p        (4.55)p       (4.18)p             (11.61)p
 Loss per Diluted Share                                               9      0.37p        (4.55)p       (4.18)p             (11.61)p

 

The total columns of this statement represent the Group's Condensed
Consolidated Statement of Comprehensive Income, prepared in accordance with
International Financial Reporting Standards ("IFRS") as adopted by the
European Union.

 

The profit/(loss) for the period is equivalent to the "total comprehensive
income" as defined by International Accounting Standards ("IAS") 1
"Presentation of Financial Statements". There is no other comprehensive income
as defined by IFRS.

 

For the period ended 30 September 2025, the Company reported capital loss
after tax in the amount of £27,676,000 (period ended 30 September 2024:
£97,335,000).

 

All the items in the above statement derive from continuing operations.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 30 September 2025

 

                                                              Notes  Unaudited        Audited

                                                                     30 September     31 March

                                                                     2025             2025
                                                                     £'000            £'000
 ASSETS

 Non-current assets
 Financial assets at fair value through profit or loss        7      1,027,619        1,054,953

 Current assets
 Cash and cash equivalents                                           213              1,113
 Trade and other receivables                                         6,880            8,809
 Total assets                                                        1,034,712        1,064,875

 LIABILITIES AND EQUITY

 Non-current liability
 Share based payments provision                               8      5,067            5,136

 Current liabilities
 Share based payments provision                               8      92               396
 Accrued expense and payables                                        8,609            6,263
 Total liabilities                                                   13,768           11,795

 EQUITY
 Share capital                                                9      767,999          767,999
 Capital reserves                                             9      229,119          256,795
 Revenue reserves                                             9      93,890           91,572
 Treasury shares                                              9      (70,064)         (63,286)
 Total equity                                                        1,020,944        1,053,080

 Total liabilities and equity                                        1,034,712        1,064,875

 Total net assets attributable to holders of Ordinary Shares         1,020,944        1,053,080

 Number of Ordinary Shares in issue                           9      607,858,236      615,645,995
 Net assets attributable to holders of Ordinary Shares        9      £1.68            £1.71

 (per share)
 Diluted NAV (per share)                                      9      £1.68            £1.71

 

The unaudited Condensed Consolidated Financial Statements were approved on 12
November 2025.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS ATTRIBUTABLE TO
HOLDERS OF ORDINARY SHARES

For the period ended 30 September 2025

 

                                          Share         Capital reserves      Revenue reserves      Treasury shares      Total

                                          capital
                                          £'000         £'000                 £'000                 £'000                £'000

 As at 31 March 2024 (audited)            767,999       444,774               46,328                (20,223)             1,238,878

 Total comprehensive loss for the period  -             (97,335)              22,286                -                    (75,049)
 Acquisition of treasury shares           -             -                     -                     (19,463)             (19,463)

 Transactions with shareholders:
 Share based payments                     -             -                     196                   -                    196

 As at 30 September 2024 (unaudited)      767,999       347,439               68,810                (39,686)             1,144,562

 

                                          Share         Capital reserves      Revenue reserves      Treasury shares      Total

                                          capital
                                          £'000         £'000                 £'000                 £'000                £'000

 As at 31 March 2025 (audited)            767,999       256,795               91,572                (63,286)             1,053,080

 Total comprehensive loss for the period  -             (27,676)              2,207                 -                    (25,469)
 Acquisition of treasury shares           -             -                     -                     (6,778)              (6,778)

 Transactions with shareholders:
 Share based payments                     -             -                     111                   -                    111

 As at 30 September 2025 (unaudited)      767,999       229,119               93,890                (70,064)             1,020,944

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

For the period ended 30 September 2025

 

                                                                  Notes  Unaudited           Unaudited

                                                                         six months to       six months to

                                                                         30 September        30 September

                                                                         2025                2024
                                                                         £'000               £'000
 Cash flows from operating activities
 Loss for the period                                                     (25,469)            (75,049)
 Adjusted for:
 Losses on financial assets at fair value through profit or loss  5      27,676              97,335
 Non-cash movement in share based payment provision                      (604)               (925)
 Operating cash flows before movements in working capital                1,603               21,361
 Decrease in trade and other receivables                                 1,929               2,111
 Increase/(decrease) in accrued expense and payables                     2,346               (3,709)
 Net cash generated from operating activities                            5,878               19,763

 Cash flows from financing activities
 Acquisition of treasury shares                                   9      (6,778)             (19,463)
 Net cash used in financing activities                                   (6,778)             (19,463)

 Net (decrease)/increase in cash and cash equivalents                    (900)               300
 Cash and cash equivalents at the beginning of the period                1,113               261
 Cash and cash equivalents at the end of the period                      213                 561

 

Cash held by the Company and Syncona Group Companies is disclosed in the Group
Portfolio Statement.

 

The accompanying notes are an integral part of the Condensed Consolidated
Financial Statements.

 

 

CONDENSED NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the period ended 30 September 2025

 

1. GENERAL INFORMATION

 

Syncona Limited (the "Company") is incorporated in Guernsey as a registered
closed-ended investment company. The Company's Ordinary Shares were listed on
the premium segment of the London Stock Exchange ("LSE") on 26 October 2012
when it commenced its business.

 

The Company makes its life science investments through Syncona Holdings
Limited (the "Holding Company"), a subsidiary of the Company. The Company
maintains its capital pool through Syncona Investments LP Incorporated (the
"Partnership") in which the Company is the sole limited partner. The general
partner of the Partnership is Syncona GP Limited (the "General Partner"), a
wholly-owned subsidiary of the Company. Syncona Limited and Syncona GP Limited
are collectively referred to as the "Group".

 

Syncona Investment Management Limited ("SIML"), a subsidiary, was appointed as
the Company's Alternative Investment Fund Manager ("Investment Manager").

 

The investment objective and policy is set out in the Directors' Report within
the Annual Report and Accounts for the year ended 31 March 2025.

 

2. ACCOUNTING POLICIES

 

The accounting policies applied in these interim accounts are the same as
those applied by the Group in its Annual Report and Accounts for the year
ended 31 March 2025 and shall form the basis of the 2026 Annual Report and
Accounts. No new standards that have become effective in the period have had a
material effect on the Group's financial statements.

 

Information reported to the Board (the Chief Operating Decision Maker
("CODM")) for the purpose of allocating resources and monitoring performance
of the Group's overall strategy to create, build and scale around exceptional
science, consists of financial information reported at the Group level. The
capital pool is fundamental to the delivery of the Group's strategy and
performance and is reviewed by the CODM only to the extent this enables the
allocation of those resources to support the Group's investment in life
science companies. There are no reconciling items between the results
contained within this information and amounts reported in the Condensed
Consolidated Financial Statements. IFRS requires operating segments to be
identified on the basis of the internal financial reports that are provided to
the CODM, and as such the Directors present the results of the Group as a
single operating segment.

 

Statement of compliance

The Condensed Consolidated Financial Statements have been prepared in
accordance with IAS 34 "Interim Financial Reporting" as adopted by the
European Union, and should be read in conjunction with the Annual Report and
Accounts for the year ended 31 March 2025, which have been prepared in
accordance with IFRS as adopted by the European Union, and are in compliance
with The Companies (Guernsey) Law, 2008.

 

The annual financial statements of the Group will also be prepared in
accordance with IFRS as adopted by the European Union. The financial
information in these interim accounts was approved by the Board and authorised
for issue on 12 November 2025. The financial information is unaudited but has
been subject to a review by the Group's independent auditor.

 

Basis of preparation

The Condensed Consolidated Financial Statements have been prepared under the
historical cost basis, except for investments and share based payment
provision held at fair value through profit or loss, which have been measured
at fair value.

 

Going concern

The Condensed Consolidated Financial Statements are prepared on a going
concern basis as the Directors consider that the Group has adequate financial
resources to continue its operation, including existing commitments to its
investments and planned additional capital expenditure for 12 months following
the approval of the Condensed Consolidated Financial Statements.

 

The scope of the going concern assessment acknowledges proposals have been put
to shareholders to potentially change the Company's Investment Objective and
Policy which seek to maximise value for shareholders and to create a
longer-term structure for all key stakeholders (refer to the Business review
for further details). The potential adoption of these proposals does not
change the Directors' view that the Group has adequate resources to continue
in operational existence and meet all liabilities as they fall due for a
period of at least 12 months, whilst continuing to invest in existing and new
investments.

 

Basis of consolidation

The Group's Condensed Consolidated Financial Statements consist of the
financial statements of the Company and the General Partner.

 

The results of the General Partner during the period are consolidated in the
Condensed Consolidated Statement of Comprehensive Income from the effective
date of incorporation and are consolidated in full. The financial statements
of the General Partner are prepared in accordance with United Kingdom (UK)
Accounting Standards under Financial Reporting Standard 101 "Reduced
Disclosure Framework". Where necessary, adjustments are made to the financial
statements of the General Partner to bring the accounting policies used in
line with those used by the Group. During the periods and year ended
30 September 2025, 30 September 2024 and 31 March 2025, no such adjustments
have been made. All intra-group transactions, balances and expenses are
eliminated on consolidation.

 

Entities that meet the definition of an investment entity under IFRS 10
"Consolidated Financial Statements" are held at fair value through profit or
loss in accordance with IFRS 9 "Financial Instruments". The Company, the
Partnership and the Holding Company meet the definition of investment
entities. The General Partner does not meet the definition of an investment
entity due to providing investment management related services to the Group,
and is therefore consolidated.

 

3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

 

The preparation of the interim results requires the Directors to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses at the reporting date. However, uncertainties about these
assumptions and estimates, in particular relating to underlying investments of
private equity investments and life science investments could result in
outcomes that require a material adjustment to the carrying value of the
assets or liabilities in future periods.

 

In preparing these interim results, the significant judgements made by the
Directors in applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those applied to the Annual Report and
Accounts for the year ended 31 March 2025.

 

The key critical accounting judgement is the basis for determining the fair
value of life science investments. Further information can be found in note 3
of the Annual Report and Accounts.

 

The key sources of estimation uncertainty are the valuation of the Holding
Company's investments in privately held life science companies, the
Partnership's private equity investments and investment in the CRT Pioneer
Fund.The unquoted investments within the life science portfolio are very
illiquid. Many of the companies are early stage investments and privately
owned. Accordingly, a market value can be difficult to determine. The primary
inputs used by the Company to determine the fair value of investments in
privately held life science companies are the cost of the capital invested and
price of recent investment ("PRI"), adjusted to reflect the achievement or
otherwise of milestones or other factors. The accounting policy for all
investments is described in note 2 of the Annual Report and Accounts for the
year ended 31 March 2025 and the fair value of all investments is described in
note 12.

 

In determining a suitable range to sensitise the fair value of the unlisted
life science portfolio, the Directors note the achievement or not of value
enhancing milestones as being a key source of estimation uncertainty. Such
activities and resulting data emanating from the life science companies can be
the key trigger for fair value changes and typically involve financing events
which crystallise value at those points in time. The range of +/-10% (30
September 2024: +/-10%, 31 March 2025: +/-10%) identified by the Directors
reflects their estimate of the range of reasonably possible valuations over
the next financial year, taking into account the position of the portfolio as
a whole. Key technical milestones considered by the Directors that typically
trigger value enhancement (or deterioration if not achieved) include the
generation of substantial clinical data.

 

The Company has assessed the impact of the current macroeconomic environment
on the private life science companies and does not consider that any
revaluations are required as a direct result.

 

4. INVESTMENT IN SUBSIDIARIES AND ASSOCIATES

 

The Company meets the definition of an investment entity in accordance with
IFRS 10. Therefore, with the exception of the General Partner, the Company
does not consolidate its subsidiaries and indirect associates, but rather
recognises them as financial assets at fair value through profit or loss.

 

Direct interests in subsidiaries

 

                                                                                     Unaudited            Audited
                                                                                     30 September         31 March
                                      Principal place                                2025                 2025
 Subsidiary                           of business          Principal activity        % interest((1))      % interest((1))
 Syncona GP Limited                   Guernsey             General Partner           100%                 100%
 Syncona Holdings Limited             Guernsey             Portfolio management      100%                 100%
 Syncona Investments LP Incorporated  Guernsey             Portfolio management      100%                 100%

 

((1)) Based on undiluted issued share capital and excluding the Management
Equity Shares ("MES") issued by Syncona Holdings Limited (see note 8).

 

There are no significant restrictions on the ability of subsidiaries to
transfer funds to the Company.

 

Indirect interests in subsidiaries and associates

 

                                                                                                                   Unaudited            Audited
                                                                                                                   30 September         31 March
                                          Principal place                                                          2025                 2025
 Indirect subsidiaries                    of business        Immediate parent              Principal activity      % interest((1))      % interest((1))
 Syncona Discovery Limited                UK                 Syncona Investments LP Inc    Portfolio management    100%                 100%
 Syncona Portfolio Limited                Guernsey           Syncona Holdings Limited      Portfolio management    100%                 100%
 Syncona IP Holdco Limited                UK                 Syncona Portfolio Limited     Portfolio management    100%                 100%
 Syncona IP Holdco (2) Limited            UK                 Syncona Portfolio Limited     Portfolio management    100%                 100%
 Syncona IP Holdco (3) Limited            UK                 Syncona Portfolio Limited     Portfolio management    100%                 100%
 Syncona IP Holdco (4) Limited            UK                 Syncona Portfolio Limited     Portfolio management    100%                 100%
 Syncona Investment Management Limited    UK                 Syncona Holdings Limited      Portfolio management    100%                 100%
 SIML Switzerland AG                      Switzerland        SIML                          Portfolio management    100%                 100%
 Slingshot Therapeutics Holdings Limited  UK                 Syncona Portfolio Limited     Drug Discovery          100%                 100%
 Spur Therapeutics Limited                UK                 Syncona Portfolio Limited     Gene therapy            98%                  98%
 Resolution Therapeutics Limited          UK                 Syncona Portfolio Limited     Cell therapy            86%                  93%
 Forcefield Therapeutics Limited          UK                 Syncona Portfolio Limited     Biologics               85%                  85%
 Mosaic Therapeutics Limited              UK                 Syncona Portfolio Limited     Small molecule          67%                  76%
 Yellowstone Bio Sciences                 UK                 Syncona Portfolio Limited     Biologics               72%                  72%
 Kesmalea Therapeutics Limited            UK                 Syncona Portfolio Limited     Small molecule          61%                  61%
 Beacon Therapeutics Holdings Limited     UK                 Syncona Portfolio Limited     Gene therapy            54%                  59%
 Purespring Therapeutics Limited          UK                 Syncona Portfolio Limited     Gene therapy            53%                  59%

 

                                                                                                          Unaudited            Audited
                                                                                                          30 September         31 March
                              Principal place                                                             2025                 2025
 Indirect associates          of business        Immediate parent             Principal activity          % interest((1))      % interest((1))
 Anaveon AG                   Switzerland        Syncona Portfolio Limited    Biologics                   43%                  43%
 OMass Therapeutics Limited   UK                 Syncona Portfolio Limited    Small molecule              32%                  33%
 Quell Therapeutics Limited   UK                 Syncona Portfolio Limited    Cell therapy                33%                  36%
 Achilles Therapeutics plc    UK                 Syncona Portfolio Limited    In voluntary liquidation    26%                  26%
 iOnctura B.V.                Netherlands        Syncona Portfolio Limited    Small molecule              25%                  25%
 Azeria Therapeutics Limited  UK                 Syncona Portfolio Limited    Liquidated                  0%                   34%

( )

((1)) Based on undiluted issued share capital and excluding the Management
Equity Shares ("MES") issued by Syncona Holdings Limited (see note 8).

 

5. NET LOSSES ON FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

The net losses on financial assets at fair value through profit or loss arise
from the Group's holdings in the Holding Company and Partnership.

 

                      Notes  Unaudited             Unaudited

                              six months to         six months to

                             30 September          30 September

                             2025                  2024
                             £'000                 £'000
 Net losses from:
 The Holding Company  5.a    (699)                 (75,765)
 The Partnership      5.b    (26,977)              (21,570)
 Total                       (27,676)              (97,335)

 

5.A MOVEMENTS IN THE HOLDING COMPANY:

 

                                                                          Unaudited             Unaudited

                                                                           six months to         six months to

                                                                          30 September          30 September

                                                                          2025                  2024
                                                                          £'000                 £'000

 Expenses                                                                 (53)                  (50)
 Movement in unrealised losses on life science investments at fair value  (646)                 (75,715)
 through profit or loss
 Net losses on financial assets at fair value through profit or loss      (699)                 (75,765)

 

5.B MOVEMENTS IN THE PARTNERSHIP:

 

                                                                                 Unaudited             Unaudited

                                                                                  six months to         six months to

                                                                                 30 September          30 September

                                                                                 2025                  2024
                                                                                 £'000                 £'000

 Investment income                                                               57                    41
 Rebates and donations                                                           (15)                  (29)
 Expenses                                                                        (86)                  (98)
 Realised gains on financial assets at fair value through profit or loss         2,309                 19,575
 Movement in unrealised losses on financial assets at fair value through profit  (13,447)              (14,280)
 or loss
 Gains on foreign currency                                                       1,854                 6,268
 (Losses)/gains on financial assets at fair value through profit or loss         (9,328)               11,477
 Distributions*                                                                  (17,649)              (33,047)
 Net losses on financial assets at fair value through profit or loss             (26,977)              (21,570)

 

*  Distributions from the Partnership represents the other income for Syncona
Limited

 

6. CHARITABLE DONATIONS

 

For the period ended 30 September 2025, the Group has agreed to make a
charitable donation to The Syncona Foundation of 0.35% of the total NAV of the
Group calculated on a monthly basis (30 September 2024: 0.35%, 31 March 2025:
0.35%). The donation is made by the General Partner.

 

During the period, charitable donations expense amounted to £1,824,147 (30
September 2024: £2,034,904) of which £1,824,147 (31 March 2025: £4,002,355)
remained payable as at 30 September 2025.

 

7. FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS

 

                      Notes  Unaudited          Audited

                             30 September       31 March

                             2025               2025
                             £'000              £'000

 The Holding Company  7.a    788,728            789,084
 The Partnership      7.b    238,891            265,869
 Total                       1,027,619          1,054,953

 

 

The Holding Company and the Partnership are the only two investments held
directly by the Group and as such the reconciliation of movement in
investments has been presented separately for each below.

 

7.A THE NET ASSETS OF THE HOLDING COMPANY

 

                                                                                Unaudited          Audited

                                                                                30 September       31 March

                                                                                2025               2025
                                                                                £'000              £'000

 Cost of the Holding Company's investment at the start of the period/year       494,810            494,810
 Purchases during the period/year                                               -                  -
 Cost of the Holding Company's investments at the end of the period/year        494,810            494,810
 Net unrealised gains on investments at the end of the period/year              298,778            299,082
 Fair value of the Holding Company's investments at the end of the period/year  793,588            793,892
 Other net current liabilities                                                  (4,860)            (4,808)
 Financial assets at fair value through profit or loss at the end of the        788,728            789,084
 period/year

 

7.B THE NET ASSETS OF THE PARTNERSHIP

 

                                                                            Unaudited          Audited

                                                                            30 September       31 March

                                                                            2025               2025
                                                                            £'000              £'000

 Cost of the Partnership's investments at the start of the period/year      230,003            378,647
 Purchases during the period/year                                           -                  253,992
 Sales during the period/year                                               (53,546)           (387,965)
 Return of capital                                                          (3,413)            (14,671)
 Cost of the Partnership's investments at the end of the period/year        173,044            230,003
 Net unrealised gains on investments at the end of the period/year          5,488              18,935
 Fair value of the Partnership's investments at the end of the period/year  178,532            248,938
 Cash and cash equivalents                                                  109,846            70,074
 Other net current liabilities                                              (49,487)           (53,143)
 Financial assets at fair value through profit or loss at the end of the    238,891            265,869
 period/year

 

8. SHARE BASED PAYMENTS PROVISION

 

Share based payments are associated with awards of MES in the Holding Company,
relevant details of which are set out in note 2 of the Annual Report and
Accounts for the year ended 31 March 2025.

 

The total cost recognised within general expenses in the Condensed
Consolidated Statement of Comprehensive Income is shown below:

 

                                                                               Unaudited           Unaudited

                                                                               six months to       six months to

                                                                               30 September        30 September

                                                                               2025                2024
                                                                               £'000               £'000

 Charge related to revaluation of the liability for cash settled share awards  (4)                 395
 Total                                                                         (4)                 395

 

Amounts recognised in the Condensed Consolidated Statement of Financial
Position, representing the carrying amount of liabilities arising from share
based payments transactions are shown below:

 

                                               Unaudited          Audited

                                               30 September       31 March

                                               2025               2025
                                               £'000              £'000

 Share based payments provision - current      92                 396
 Share based payments provision - non-current  5,067              5,136
 Total                                         5,159              5,532

 

When a participant elects to realise vested MES by sale of the MES to the
Company, half of the proceeds (net of anticipated taxes) will be settled in
shares of the Company, with the balance settled in cash.

 

The fair value of MES has been established using an externally developed
model, which is consistent with that used as at 31 March 2025. Key inputs
described in note 2 of the Annual Report and Accounts have been determined
based on internally generated data as at 30 September 2025. Vesting is subject
only to the condition that employees must remain in employment at the vesting
date. Each MES is entitled to share equally in value attributable to the
Holding Company above the applicable base line value at the date of award
provided that the applicable hurdle value of 15% or 30% growth in the value of
the Holding Company above the base line value at the date of award has been
achieved.

 

No awards were made in the period ended 30 September 2025 (30 September 2024:
£1,277,401).

 

The number of MES outstanding are shown below:

 

                                                                        Unaudited          Audited

                                                                        30 September       31 March

                                                                        2025               2025

 Outstanding at the start of the period/year                            42,947,398         40,194,059
 Issued                                                                 -                  6,082,864
 Realised                                                               (869,120)          (1,316,074)
 Lapsed                                                                 (418,349)          (2,013,451)
 Outstanding at the end of the period/year                              41,659,929         42,947,398

 Weighted average remaining contractual life of outstanding MES, years  0.67               0.96
 Vested MES at the end of the period/year                               35,050,973         33,213,081
 Realisable MES at the end of the period/year                           8,831,749          8,994,985

As at 30 September 2025, if all MES were realised, the number of shares issued
in the Company as a result would increase by 145,757 (31 March 2025: 558,354).
The undiluted per share value of net assets attributable to holders of
Ordinary Shares would change from £1.68 to £1.68 if these shares were issued
(31 March 2025: £1.71 to £1.71).

 

9. SHARE CAPITAL

 

9.A AUTHORISED SHARE CAPITAL

The Company is authorised to issue an unlimited number of shares, which may or
may not have a par value. The Company is a closed-ended investment company
with an unlimited life.

 

As the Company's shares have no par value, the share price consists solely of
share premium and the amounts received for issued shares are recorded in the
share capital in accordance with The Companies (Guernsey) Law, 2008.

 

                                     Unaudited          Unaudited

                                     30 September       30 September

                                     2025               2024
                                     £'000              £'000
 Authorised Share Capital
 Balance at the start of the period  767,999            767,999
 Balance at the end of the period    767,999            767,999

 

                                                      Unaudited          Unaudited

                                                      30 September       30 September

                                                      2025               2024
                                                      Shares             Shares
 Outstanding Ordinary Share Capital
 Balance at the start of the period                   615,645,995        655,335,586
 Share based payment shares issued during the period  -                  407,966
 Treasury shares purchased by the Company             (7,787,759)        (16,677,558)
 Balance at the end of the period                     607,858,236        639,065,994

 

No cash consideration is paid in relation to the issue of share based payment
shares.

 

During the period, 7,787,759 shares (30 September 2024: 16,677,558) were
purchased by the Company for total consideration of £6,778,002 (30 September
2024: £19,462,921).

 

At 30 September 2025 a total of 64,356,396 (31 March 2025: 56,568,637)
Ordinary shares amounting to £70,064,358 (31 March 2025: £63,286,356) has
been entered into treasury resulting in the total Ordinary Shares available
for trade on an open market at 30 September 2025 being 607,858,236 (31 March
2025: 615,645,995).

 

The Company has issued one Deferred Share to The Syncona Foundation for £1.

 

9.B CAPITAL AND REVENUE RESERVES

Gains and losses recorded on the realisation of investments, realised exchange
differences, unrealised gains and losses recorded on the revaluation of
investments held at the period end and unrealised exchange differences of a
capital nature are transferred to capital reserves. Income and expenses of a
revenue nature are transferred to revenue reserves.

 

9.C LOSS PER SHARE

The calculations for the loss per share attributable to the Ordinary Shares of
the Company excluding Ordinary Shares purchased by the Company and held as
treasury shares are based on the following data:

 

                                            Unaudited           Unaudited

                                            six months to       six months to

                                            30 September        30 September

                                            2025                2024

 Loss for the purposes of loss per share    £(25,469,000)       £(75,049,000)

 Basic weighted average number of shares    609,521,207         646,607,190
 Basic revenue earnings per share           0.37p               3.45p
 Basic capital loss per share               (4.55)p             (15.06)p
 Basic loss per share                       (4.18)p             (11.61)p

 Diluted weighted average number of shares  609,666,964         647,147,795
 Diluted revenue earnings per shares        0.37p               3.45p
 Diluted capital loss per share             (4.55)p             (15.06)p
 Diluted loss per share                     (4.18)p             (11.61)p

 

9.D NAV PER SHARE

 

                                               Unaudited            Audited

                                               30 September         31 March

                                               2025                 2025

 Net assets for the purposes of NAV per share  £1,020,944,130       £1,053,079,495
 Ordinary Shares available to trade            607,858,236          615,645,995
 NAV per share                                 167.96p              171.05p
 Diluted number of shares                      608,003,993          616,204,349
 Diluted NAV per share                         167.92p              170.90p

 

10. DISTRIBUTION TO SHAREHOLDERS

 

The Company may pay a dividend at the discretion of the Directors.

 

During the period ended 30 September 2025, the Company did not declare or pay
a dividend (30 September 2024: £nil).

 

11. RELATED PARTY TRANSACTIONS

 

The Group has various related parties: life science investments held by the
Holding Company, the Investment Manager, the Company's Directors and The
Syncona Foundation.

 

Life science investments

The Group makes equity investments in some life science investments where it
retains control. The Group has taken advantage of the investment entity
exception as permitted by IFRS 10 and has not consolidated these investments,
but does consider them to be related parties.

 

During the period, the total amount invested in life science investments which
the Group controls was £17,103,423 (30 September 2024: £75,932,267).

 

The Group makes other equity investments where it does not have control but
may have significant influence through its ability to participate in the
financial and operating policies of these companies, therefore the Group
considers them to be related parties.

 

During the period, the total amount invested in life science investments in
which the Group has significant influence was £nil (30 September 2024:
£14,000,000).

 

Commitments of milestone payments to the life science investments are
disclosed in note 13.

 

During the period, SIML charged the life science investments a total of
£107,500 (30 September 2024: £86,322) in relation to Directors' fees.

 

Investment Manager

SIML, an indirectly held subsidiary of the Company, is the Investment Manager
of the Group.

 

For the period ended 30 September 2025, SIML was entitled to receive
reimbursement of reasonably incurred expenses as it relates to its investment
management activities.

 

                       Unaudited             Unaudited

                        six months to         six months to

                       30 September          30 September

                       2025                  2024
                       £'000                 £'000

 Amounts paid to SIML  7,067                 7,528

 

Amounts owed to SIML in respect of management fees totalled £1,269,736
(31 March 2025: £1,079,267).

 

During the period, SIML received fees from the Group portfolio companies of
£960,799 (30 September 2024: £654,646).

 

Company Directors

At the period end, the Company had seven (30 September 2024: seven) Directors,
all of whom served in a non-executive capacity. John Roche also serves as a
Director of the General Partner. Virginia Holmes served as the Senior
Independent Director until her resignation on 5 August 2025. On 5 August 2025,
Kemal Malik was appointed as the Senior Independent Director.

 

Directors' remuneration for the periods and year ended, excluding expenses
incurred, and outstanding Directors' remuneration as at the end of the period
and year, are set out below.

 

                                              Unaudited           Unaudited           Audited

                                              six months to       six months to       year to

                                              30 September        30 September        31 March

                                              2025                2024                2025
                                              £'000               £'000               £'000

 Directors' remuneration for the period/year  273                 255                 536
 Payable at end of the period/year            -                   -                   -

 

The Syncona Foundation

Charitable donations are made by the Company to The Syncona Foundation. The
Syncona Foundation was incorporated in England and Wales on 17 May 2012 as a
private company limited by guarantee, with exclusively charitable purposes and
holds the Deferred Share in the Company. The donation accrued to The Syncona
Foundation during the period ended 30 September 2025 was £1,824,147 (30
September 2024: £2,034,904).

 

Other Related Parties

As at 30 September 2025, the Company has a receivable from the Partnership,
the Holding Company and Syncona Portfolio Limited amounting to £83,263 (31
March 2025: £10,352), £4,766,938 (31 March 2025: £4,720,843) and £83,263
(31 March 2025: £10,352), respectively.

 

12. FAIR VALUE MEASUREMENT

 

IFRS 13 "Fair Value Measurement" requires the Group to establish a fair value
hierarchy that prioritises the inputs to valuation techniques used to measure
fair value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy under IFRS 13 are
set as follows:

 

·      Level 1 Quoted prices (unadjusted) in active markets for
identical assets or liabilities;

·      Level 2 Inputs other than quoted prices included within Level 1
that are observable for the asset or liability either directly (that is, as
prices) or indirectly (that is, derived from prices) or other market
corroborated inputs; and

·      Level 3 Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs).

 

The level in the fair value hierarchy within which the fair value measurement
is categorised in its entirety is determined on the basis of the lowest level
input that is significant to the fair value measurement. For this purpose, the
significance of an input is assessed against the fair value measurement in its
entirety. If a fair value measurement uses observable inputs that require
significant adjustment based on unobservable inputs, that measurement is a
Level 3 measurement. Assessing the significance of a particular input to the
fair value measurement requires judgement, considering factors specific to the
asset or liability.

 

The determination of what constitutes "observable" requires significant
judgement by the Group. The Group considers observable data to be market data
that is readily available, regularly distributed or updated, reliable and
verifiable, and provided by independent sources that are actively involved in
the relevant market.

 

The following table presents the Group's financial assets and liabilities by
level within the valuation hierarchy as at 30 September 2025 and 31 March
2025:

 

 30 September 2025                                                     Level 1                            Level 2                            Level 3                                Total
 Assets (unaudited)                                                       £'000                              £'000                              £'000                              £'000

 Financial assets at fair value through profit or loss:
 The Holding Company                                          -                                  -                                  788,728                            788,728
 The Partnership                                              -                                  -                                  238,891                            238,891
 Total financial assets at fair value through profit or loss  -                                  -                                  1,027,619                          1,027,619

 

 31 March 2025                                                         Level 1                            Level 2                            Level 3                                Total
 Assets (audited)                                                         £'000                              £'000                              £'000                              £'000

 Financial assets at fair value through profit or loss:
 The Holding Company                                          -                                  -                                  789,084                            789,084
 The Partnership                                              -                                  -                                  265,869                            265,869
 Total financial assets at fair value through profit or loss  -                                  -                                  1,054,953                          1,054,953

 

The investments in the Holding Company and the Partnership are classified as
Level 3 investments due to the use of the unadjusted NAV of the subsidiaries
as a proxy for fair value. The subsidiaries hold some investments valued using
techniques with significant unobservable inputs as outlined in the sections
that follow. There were no transfers between fair value levels during the
period (31 March 2025: Nil).

 

The underlying assets and liabilities of the Holding Company and Partnership
are shown below.

 

The following table presents the Holding Company's financial assets and
liabilities by level within the valuation hierarchy as at 30 September 2025
and 31 March 2025:

 

 Asset type                                                            Level  30 September 2025  31 March 2025  Valuation technique                                                            Significant unobservable inputs                                                  Impact on

                                                                              £'000              £'000                                                                                                                                                                          valuation

                                                                                                                                                                                                                                                                                £'000

 Listed investment                                                     1      35,390             34,584         Publicly available share bid price as at statement of financial position date  n/a                                                                              n/a
 SIML                                                                  3      5,243              6,400          Net assets of SIML                                                             Carrying value of assets and liabilities determined in accordance with           +/- £262
                                                                                                                                                                                               generally accepted accounting principles, without adjustment. A sensitivity of
                                                                                                                                                                                               5% (31 March 2025: 5%) of the NAV of SIML is applied.
 Milestone payments                                                    3      748                6,769          Discounted cash flow                                                           The main unobservable inputs consist of the assigned probability of milestone    PoS: +/-£37
                                                                                                                                                                                               success and the discount rate used.

                                                                                Discount rate: £3
                                                                                                                                                                                               A sensitivity of 5ppts (31 March 2025: 5ppts) of the respective inputs is
                                                                                                                                                                                               applied.
 Deferred consideration                                                3      20,953             15,422         Discounted cash flow                                                           The main unobservable inputs consist of the assigned probability of milestone    PoS: +/
                                                                                                                                                                                               success and the discount rate used.

                                                                                -£1,488
                                                                                                                                                                                               A sensitivity of 5ppts (31 March

                                                                                Discount rate: £558
                                                                                                                                                                                               2025: 5ppts) of the respective inputs is applied.
 Calibrated price of recent investment (PRI)((1))                      3      683,279            681,326        Calibrated PRI                                                                 The main unobservable input is the quantification of the progress investments    +/- £68,328
                                                                                                                                                                                               make against internal financing and/or corporate milestones where appropriate.

                                                                                                                                                                                               A reasonable shift in the fair value of the investment would be +/-10% (31
                                                                                                                                                                                               March

                                                                                                                                                                                               2025: +/-10%).
 Cash((2))                                                             n/a    13                 17             Amortised cost((4))                                                            n/a                                                                              n/a
 Other net assets((3))                                                 n/a    43,102             44,566         Amortised cost((4))                                                            n/a                                                                              n/a
 Total net financial assets held at fair value through profit or loss         788,728            789,084

 

((1))  Valuation made by reference to price of recent funding round
unadjusted following adequate consideration of current facts and
circumstances.

((2))  Cash and other net assets held within the Holding Company are
primarily measured at amortised cost which is equivalent to their fair value.

((3))  Other net assets primarily consists of a receivable due from the
Partnership totalling £48,137,000. (31 March 2025: £49,700,000)

((4)   ) Amortised cost is considered equivalent to fair value.

 

The following table presents the movements in Level 3 investments of the
Holding Company for the period ended 30 September 2025:

 

                                                                          Life science      Milestone           SIML         Unaudited           Unaudited

                                                                          investments       payments                         six months to       six months to

                                                                                            and deferred                     30 September        30 September

                                                                                            consideration                    2025                2024
                                                                          £'000             £'000               £'000        £'000               £'000

 Opening balance                                                          681,326           22,191              6,400        709,917             577,615
 Purchases                                                                17,097            -                   -            17,097              90,610
 Sales                                                                    (12,040)          (6,104)             -            (18,144)            (9,408)
 Gains/(losses) on financial assets at fair value through profit or loss  (3,104)           5,614               (1,157)      1,353               12,376
 Closing balance                                                          683,279           21,701              5,243        710,223             671,193

 

The net unrealised gain for the period included in the Condensed Consolidated
Statement of Comprehensive Income in respect of Level 3 investments of the
Holding Company held at the period end amounted to £1,353,000 (30 September
2024: £12,376,000).

 

The following table presents the Partnership's financial assets and
liabilities by level within the valuation hierarchy as at 30 September 2025
and 31 March 2025:

 

                                                                       Level  Unaudited      Audited    Valuation technique                                                             Significant unobservable inputs                                                 Impact on

                                                                              30 September   31 March                                                                                                                                                                   valuation

                                                                              2025           2025                                                                                                                                                                       £'000

                                                                              £'000          £'000
 UK and US treasury bills                                              1      -              55,651     Publicly available price as at statement of financial position date             n/a                                                                             n/a
 Capital pool investment fund - Credit funds                           2      80,511         78,457     Valuation produced by fund administrator. Inputs into fund components are from  n/a                                                                             n/a
                                                                                                        observable inputs
 Capital pool investment fund - Multi asset funds                      3      76,509         73,940     Valuation produced by fund administrator                                        The main unobservable input include the assessment of the performance of the    +/- £3,825

                                                                               underlying assets by the fund administrator. A fair reasonable shift in the
                                                                                                                                                                                        Fair Value of the instruments would be +/-5% (31 March 2025: +/-5%)

 Legacy funds -                                                        3      7,867          11,373     Valuation produced by fund administrator                                        The main unobservable input include the assessment of the performance of the    +/- £787

                                                                                                                                                                                      underlying fund by the fund administrator. A reasonable possible shift in the
 Long-term unlisted investments                                                                                                                                                         fair value of the instruments would be +/-10% (31 March 2025: +/-19%).
 CRT Pioneer Fund                                                      3      9,853          27,294     Valuation produced by fund administrator and adjusted by Management             Unobservable inputs include the fund manager's assessment of the performance    +/-£1,379
                                                                                                                                                                                        of the underlying investments and adjustments made to this assessment to
                                                                                                                                                                                        generate the deemed fair value. A reasonable possible shift in the fair value
                                                                                                                                                                                        of the instruments would be +/-14% (31 March 2025: +/-25%).
 Cash((1))                                                             n/a    16,863         10,871     Amortised cost((4))                                                             n/a                                                                             n/a
 Cash equivalents - money market funds((2))                            n/a    96,779         61,444     Amortised cost equivalent to publicly available price as at statement of        n/a                                                                             n/a
                                                                                                        financial position date
 Other net liabilities((3))                                            n/a    (49,491)       (53,161)   Amortised cost((4))                                                             n/a                                                                             n/a
 Total net financial assets held at fair value through profit or loss         238,891        265,869

( )

((1))  Cash and other net liabilities held within the Partnership are
primarily measured at amortised cost which is equivalent to their fair value.

((2))  Money Market Funds are deemed as cash equivalents and valued at
amortised cost, being equivalent to their fair value.

((3))  Other net liabilities primarily consists of a payable due to Syncona
Portfolio Limited totalling £48,137,000 (31 March 2025: £49,700,000)

((4))  Amortised cost is considered equivalent to fair value.

 

During the period ended 30 September 2025, there were no movements from Level
1 to Level 2 (30 September 2024: nil) or between other levels in the fair
value hierarchy.

 

Assets classified as Level 2 investments are underlying funds fair-valued
using the latest available NAV of each fund as reported by each fund's
administrator, which are redeemable by the Group subject to necessary notice
being given. Included within the Level 2 investments above are investments
where the redemption notice period is greater than 90 days. Such investments
have been classified as Level 2 because their value is based on observable
inputs.

 

Assets classified as Level 3 long-term unlisted investments are underlying
Limited Partnerships which are not traded or available for redemption. The
fair value of these assets is derived from quarterly statements provided by
each fund's administrator.

 

The following table presents the movements in Level 3 investments of the
Partnership for the six months to 30 September 2025 and the six months to 30
September 2024:

 

                                                              Investment in      Capital pool      Unaudited           Unaudited

                                                              Subsidiary         investment        six months to       six months to

                                                                                                   30 September        30 September

                                                                                                   2025                2024
                                                              £'000              £'000             £'000               £'000

 Opening balance                                              29,517             85,313            114,830             142,331
 Return of capital                                            -                  (3,413)           (3,413)             (8,530)
 Unrealised (losses)/gains on financial assets at fair value  (15,871)           2,476             (13,395)            (130)
 Closing balance                                              13,646             84,376            98,022              133,671

 

The net unrealised loss for the period included in the Condensed Consolidated
Statement of Comprehensive Income in respect of Level 3 investments of the
Partnership held at the period end amounted to £13,395,000 (30 September
2024: £130,000 (unrealised loss)).

 

13. COMMITMENTS AND CONTINGENCIES

 

The Group had the following commitments as at 30 September 2025 and 31 March
2025:

 

                                                     Unaudited          Audited

                                                     30 September       31 March

                                                     2025               2025
                                                     £'000              £'000
 Life science portfolio
 Milestone payments to life science companies ((1))  60,100             79,281
 CRT Pioneer Fund                                    1,381              1,448

 Capital pool investment                             853                1,007
 Total                                               62,334             81,736

 

((1))  Milestone payments to life science companies consist of financial
commitments undertaken before or at the reporting date, that are contingent
upon the achievement of the agreed investment milestones. When the agreed
investment milestones are not achieved, the decision to make partial or full
payments remains at the discretion of the Group.

 

There were no contingent liabilities as at 30 September 2025 (31 March 2025:
Nil). The commitments are expected to fall due in the next 36-month period.

 

14. SUBSEQUENT EVENTS

 

These Condensed Consolidated Financial Statements were approved for issuance
by the Directors on 12 November 2025. Subsequent events have been evaluated
until 12 November 2025.

 

ALTERNATIVE PERFORMANCE MEASURES

The Board and the Investment Manager assess the Company's performance using a
variety of measures that are not defined under IFRS and are therefore classed
as Alternative Performance Measures ("APMs"). These include certain financial
and operational highlights and key financials. The definition of each of these
APMs is shown below.

 

These APMs are used to present a clearer picture of how the Company has
performed over the period and are all financial measures of historical
performance. APMs should be read in conjunction with the condensed
consolidated statement of comprehensive income, condensed consolidated
statement of financial position, condensed consolidated statement of changes
in net assets and condensed consolidated statement of cash flows, which are
presented in the condensed consolidated financial statements. The APMs that
the Company uses may not be directly comparable with those used by other
companies.

 

The annual ongoing charges ratio has not been disclosed due to the annual
nature of the metric.

 

CAPITAL DEPLOYED

Gross capital invested in life science companies in the period. With reference
to the life science portfolio valuation table this is calculated as follows:

 

                                            September  September

                                            2025       2024

 A Net investment in the period             £(2.4)m    £75.0m
 B Proceeds from sales                      £18.0m     £14.1m
 C Net distributions from CRT Pioneer Fund  £1.6m      £0.9m
 Total Capital deployed (A+B+C)             £17.2m     £90.0m

 

LIFE SCIENCE PORTFOLIO RETURN

Valuation movement of the life science portfolio expressed as a percentage of
opening portfolio value. Gross life science portfolio return for September
2025 (1.7) per cent; September 2024 (8.8) per cent. This is calculated as
follows:

 

                                      September  September

                                      2025       2024

 A Opening life science portfolio     £765.4m    £786.1m
 Net investment in the period         £(2.4)m    £75.0m
 B Valuation movement                 £(12.8)m   £(69.2)m
 Closing life science portfolio       £750.2m    £791.9m
 Life science portfolio return (B/A)  (1.7)%     (8.8)%

 

CAPITAL POOL RETURN

Valuation movement of the gross capital pool expressed as a percentage of
opening gross capital pool value. Gross Capital Pool return for September 2025
is 1.5 per cent; September 2024 1.0 per cent. This is calculated by dividing
the valuation movement of the gross capital pool investments (B) by the gross
capital pool at the beginning of the period (A). Any small differences in
calculation may be due to rounding of inputs. This is calculated as follows:

 

                                                              September  September

                                                              2025       2024

 Opening Capital Pool                                         £287.7m    £452.8m
 Add back net liabilities not included in Gross Capital Pool  £13.4m     £26.7m
 Less SIML cash                                               £(6.4)m    £(5.8)m
 A Opening Gross Capital Pool                                 £294.7m    £473.7m
 Life science net investments and ongoing costs               £(20.4)m   £(126.2)m
 B Valuation movement                                         £4.5m      £4.6m
 Closing Gross Capital Pool                                   £278.8m    £352.1m
 Capital pool return (B/A)                                    1.5%       1.0%

 

                                                          September  September

                                                          2025       2024

 Closing Gross Capital Pool                               £278.8m    £352.1m
 Add back SIML cash                                       £6.2m      £6.0m
 Less net liabilities not included in Gross Capital Pool  £(14.3)m   £(5.4)m
 Total Capital Pool                                       £270.7m    £352.7m

 

CAPITAL POOL

See Glossary for the definition.

 

                                        September  March

                                        2025       2025

 A Cash and cash equivalents            £113.9m    £81.6m
 B Other assets and liabilities         £(8.1)m    £(13.4)m
 C Net Cash and cash equivalents (A+B)  £105.8m    £68.2m
 D UK and US treasury bills             £0.0m      £55.7m
 E Credit investment funds              £80.5m     £78.5m
 F Multi-asset funds                    £76.5m     £73.9m
 G Legacy funds                         £7.9m      £11.4m
 Total Capital Pool (C+D+E+F+G)         £270.7m    £287.7m

 

NAV PER SHARE

NAV attributable to one ordinary share in issue on a fully diluted basis. NAV
per share is calculated by dividing net assets by the number of shares in
issue adjusted for dilution by the potential share based payment share issues.
NAV takes account of dividends payable on the ex-dividend date. This is
calculated as follows:

 

                                                September        March

                                                2025             2025

 A NAV for the purposes of NAV per share        £1,020,944,130   £1,053,079,495
 B Ordinary shares available to trade (note 9)  607,858,236      615,645,995
 C Dilutive shares                              145,757          558,354
 D Fully diluted number of shares (B+C)         608,003,993      616,204,349
 NAV per share (A/D)                            167.9p           170.9p

 

NAV PER SHARE RETURN

NAV per share return is a measure of how the NAV per share has performed over
a period, considering both capital returns and dividends paid to shareholders.
NAV per share return is calculated as the increase in NAV between the
beginning and end of the period, plus any dividends paid to shareholders in
the period/year. This is calculated as follows:

 

                                                  September  September

                                                  2025       2024

 A Opening NAV per fully diluted share (note 9):  170.9p     188.74p
 B Closing NAV per fully diluted share (note 9):  167.9p     178.9p
 C Movement (B-A)                                 (3.0)p     (9.8)p
 D Dividend paid in the period (note 10):         0.0p       0.0p
 E Total movement (C+D)                           (3.0)p     (9.8)p
 NAV per share return (E/A)                       (1.7)%     (5.2)%

 

 

GLOSSARY

 

 AAV                                   Adeno-associated virus - a non-enveloped virus that can be engineered to
                                       deliver DNA to target cells.

 Amyloidosis                           A rare disease that occurs when a protein called amyloid builds up in organs.

 ALL                                   Acute lymphoblastic leukaemia - a cancer of the bone marrow and blood in which
                                       the body makes abnormal white blood cells.

 Biologic                              A substance that is made from a living organism or its products and is used in
                                       the prevention, diagnosis, or treatment of disease.

 BLA                                   Biologics License Application.

 CAR T-cell therapy                    Chimeric antigen receptor T-cell therapy - a type of immunotherapy which
                                       reprogrammes a patient's own immune cells to fight cancer.

 Capital deployed/deployment           "See Alternative Performance Measures"

 Capital pool                          Capital pool investments plus cash less other net liabilities.

 Capital pool investments              The underlying investments consist of cash and cash equivalents, including
                                       short-term (1, 3, and 6 month) UK and US treasury bills, and a number of
                                       credit, multi-asset and legacy fixed term funds.

 Capital pool investments return       "See Alternative Performance Measures"

 Cell therapy                          A therapy which introduces new, healthy cells into a patient's body, to
                                       replace those which are diseased or missing.

 Clinical stage                        Screened and enrolled first patient into a clinical trial.

 Company                               Syncona Limited.

 CRT Pioneer Fund                      The Cancer Research Technologies Pioneer Fund LP. The CRT Pioneer Fund is
                                       managed by Sixth Element Capital and invests in oncology focused assets.

 Gaucher disease                       A genetic disorder in which a fatty substance called glucosylceramide
                                       accumulates in macrophages in certain organs due to the lack of functional
                                       GCase enzyme.

 Gene therapy                          A therapy which seeks to modify or manipulate the expression of a gene in
                                       order to treat or cure disease.

 General Partner                       Syncona GP Limited.

 Gross Capital Pool                    Capital pool investments plus cash held by the Group excluding cash held by
                                       the Investment Manager.
 Group                                 Syncona Limited and Syncona GP Limited are collectively referred to as the
                                       "Group".

 Holding Company                       Syncona Holdings Limited.

 Investment Manager                    Syncona Investment Management Limited.

 IRR                                   Internal Rate of Return.

 Late-stage/late-stage clinical        Has advanced past Phase II clinical trials.

 Life science portfolio                The underlying investments in this segment are those whose activities focus on
                                       actively developing products to deliver transformational treatments to
                                       patients.

 Life science portfolio return         "See Alternative Performance Measures"

 Management                            The management team of Syncona Investment Management Limited.

 Net asset value, net assets or NAV    Net asset value ("NAV") is a measure of the value of the Company, being its
                                       assets - principally investments made in other companies and cash and cash
                                       equivalents held - minus any liabilities.

 NAV Growth Framework                  A tool to provide shareholders with more clarity on which milestones and what
                                       stage of the development cycle companies will be able to access capital and
                                       drive significant NAV growth.

 NAV per share                         "See Alternative Performance Measures"

 NAV per share return                  "See Alternative Performance Measures"

 On the market                         A category within our NAV Growth Framework. Companies in this category are
                                       commercialising products or have revenue streams.

 Operational build                     A category within our NAV Growth Framework. Companies in this category have a
                                       clearly defined strategy and business plan or a leading management team
                                       established.

 Ordinary Shares available to trade    Ordinary Shares, with voting rights attached, that are freely tradable on the
                                       open market.

 Partnership                           Syncona Investments LP Incorporated.

 Pre-clinical                          Not yet entered clinical trials.

 Return                                A Simple Rate of Return is the method used for return calculations.

 Share Buyback                         A mechanism for a company to purchase its own shares from existing
                                       shareholders, often to return cash and reduce the number of shares
                                       outstanding.

 SIML                                  Syncona Investment Management Limited.

 SLE                                   Systemic lupus erythematosus - a long-term autoimmune condition that causes
                                       joint pain, skin rashes and tiredness.

 Small molecule                        An organic compound with low molecular weight, often designed to interact with
                                       specific biological targets for therapeutic effect.

 Strategic portfolio                   Portfolio of core life science companies where Syncona has significant
                                       shareholdings.

 Syncona Group Companies               The Company and its subsidiaries other than those companies within the life
                                       science portfolio.

 T cell                                A type of lymphocyte white blood cell, which forms part of the immune system
                                       and develops from stem cells in the bone marrow.

 The Syncona Foundation                The Foundation distributes funds to a range of charities, principally those
                                       involved in the areas of life science and healthcare.

 Valuation Policy                      The Group's investments in life science companies are, in the case of quoted
                                       companies, valued based on bid prices in an active market as at the reporting
                                       date.

                                       In the case of the Group's investments in unlisted companies, the fair value
                                       is determined in accordance with the International Private Equity and Venture
                                       Capital ("IPEV") Valuation Guidelines. These may include the use of recent
                                       arm's length transactions (Price of Recent Investment or PRI), Discounted Cash
                                       Flow ("DCF") analysis and earnings multiples as valuation techniques. Wherever
                                       possible, the Group uses valuation techniques which make maximum use of
                                       market-based inputs.

 X-linked Retinitis Pigmentosa         A blinding condition.

 

 1  (#_ftnref1) Fully diluted, please refer to note 9 in the financial
statements. Alternative performance measure, please refer to glossary

 2  (#_ftnref2) Alternative performance measure, please refer to glossary

 3  (#_ftnref3) See footnote 2

 4  (#_ftnref4) See footnote 2

 5  (#_ftnref5) Life science portfolio return is reported net of capital
invested

 6  (#_ftnref6) Syncona Investment Management, Syncona's wholly-owned
Investment Manager

 7  (#_ftnref7) See footnote 2

 8  (#_ftnref8) As at 11 November 2025

 9  (#_ftnref9) Portfolio valuations reflect Syncona's total interest in a
company or investment

 10  (#_ftnref10) Primary input to fair value of equity holding

 11  (#_ftnref11) The basis of valuation is stated to be "Cost", this means
the primary input to fair value is capital invested (cost) which is then
calibrated in accordance with our Valuation Policy

 12  (#_ftnref12) The basis of valuation is stated to be "PRI", this means the
primary input to fair value is price of recent investment which is then
calibrated in accordance with our Valuation Policy

 13  (#_ftnref13) Percentage holding reflects Syncona's ownership stake at the
point full current commitments are invested

 14  (#_ftnref14) Syncona received shares in Century as part of the agreement
to acquire Clade

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