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