Final Results
Summary by AI BETAClose X
SCHRODERS CAPITAL GLOBAL INNOVATION TRUST PLC
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Schroders Capital Global Innovation Trust plc ("the Company") hereby submits its annual report and financial statements for the year ended 31 December 2025 as required by the Financial Conduct Authority's Disclosure Guidance and Transparency Rule 4.1.
Tim Edwards, Chair of the Company, commented:
"A further £18 million, less costs, intended to be returned to shareholders."
Key Highlights:
- Following shareholders voting in favour of the discontinuation resolution, the Company's strategic focus has focused on executing an orderly managed wind-down and realising all existing portfolio assets in a disciplined manner.
- In July 2025, the Board completed the Company's first return of capital, returning £37 million (less costs) to shareholders by way of a tender offer.
- The Board anticipates a further capital return of approximately £18 million to shareholders in June 2026 by way of a tender offer, subject to shareholder approval at a General Meeting currently expected to be held on Tuesday, 2 June 2026. A circular containing full details of the proposed tender offer, including the expected timetable, how to participate, and information on the General Meeting and confirmed date, is expected to be published via a Regulatory News Service in May 2026.
- The Board is keen that the Company can communicate directly with its shareholders during the managed wind-down. Communications in relation to future distributions of cash to shareholders will be sent directly via email. Register using the following web address: https://www.schroders.com/inovcomms.
Full year results presentation
The Investment Manager has recorded a short presentation providing an overview of the Company's full year results and the key
developments during the year. The presentation is available to view by following this link: https://schro.link/6om9ht.
The Company's annual report and financial statements for the year ended 31 December 2025 is being published in hard copy format and an electronic copy will shortly be available to download from the Company's web pages: www.schroders.com/inov.
The Company's annual report and financial statements, including the Notice of Annual General Meeting, will shortly be uploaded to the Financial Conduct Authority's National Storage Mechanism and will be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A separate announcement will be released once this has taken place.
Enquiries:
Schroder Investment Management Limited
|
Charlotte Banks/Kirsty Preston (Press) |
020 7658 6000 |
|
Francesca Davis (Company Secretary) |
020 7658 6000 |
Chair's Statement
Managed wind-down
Following an extensive review of the Company's strategy and discussions with shareholders, the Board issued a circular in January 2025 recommending a new investment policy proposing that the Company be placed into managed wind-down. Shareholders voted overwhelmingly in favour of the necessary resolutions at a General Meeting in February 2025, after which the strategic focus of the Board and the Investment Manager shifted to delivering an orderly wind-down, balancing the timely return of cash to shareholders with the aim of maximising value and maintaining careful oversight of asset realisations, liquidity, and costs.
The Company completed its first capital return of £37 million by way of a tender offer in July 2025 and currently intends to make a further return of capital in June 2026; details of which are set out further below.
As the Company continues to progress through its managed wind-down, shareholders should remain aware that the size and value of the Company's portfolio will be reduced as investments are realised and concentrated in fewer holdings. This may increase the volatility of the Company's NAV as it is exposed to a portfolio with less diversification. Equally, the Company might experience increased volatility in the price of its shares.
As I have stated before, once a significant proportion of the assets have been realised, the Board will then consider proposing a resolution for a formal voluntary liquidation of the Company, which will require additional shareholder approval at the relevant time. The Company's listing and the ability to trade its shares will be maintained for as long as practical during the asset realisation process, subject to regulatory considerations.
Initial return of capital to shareholders
In July 2025, the Board completed the Company's first return of capital, returning £37 million (less costs) to shareholders by way of a tender offer. The tender offer, which was described in a circular published in June 2025 and approved by shareholders at a General Meeting in July 2025, was funded by £18.5 million of proceeds from the sale of Araris Biotech ("Araris") to Taiho Pharmaceutical, a special capital dividend received from AI Company II1 (following a significant investment by a new strategic investor) and the Company's existing cash and cash equivalents.
Under the tender offer, 173,220,974 ordinary shares were purchased at a final tender price of 21.119983 pence per ordinary share and, following completion, the Company's issued share capital and total voting rights reduced to 635,361,925.
Further return of capital to shareholders
In line with the Board's commitment to return capital to shareholders as it becomes available, the Board considers a further tender offer to be the most appropriate mechanism for returning capital at this stage of the managed wind-down.
Following the partial sale of Securiti AI (now Veeam Software) in October 2025 and Bluewater Bio Limited by the Salica Environmental Technologies Fund2 in January 2026, in addition to the Company's existing cash and cash equivalents, and considering the Company's existing funding requirements and working capital requirements, it is the Board's current intention to return a further approximately £18 million to shareholders in June 2026 by way of a tender offer, subject to shareholder approval at a General Meeting.
The General Meeting to approve the tender offer is currently expected to be held on the same day as the Company's Annual General Meeting ("AGM") on Tuesday, 2 June 2026. A circular containing full details of the proposed tender offer, including the expected timetable, how to participate, and information on the General Meeting and confirmed date, is expected to be published via a Regulatory News Service in May 2026.
It is vital that shareholders remain informed and receive timely updates on the Company's progress. Shareholders who hold their shares through an investment platform, nominee or other intermediary are encouraged to contact their platform to ensure they receive any related communications for future capital returns, and to understand what action may be required to participate. Shareholders can also receive email notifications informing them of upcoming capital returns from the Company by registering with the following web address https://www.schroders.com/inovcomms.
Performance
The Company's NAV per share for the year to 31 December 2025 increased by 11.5% from 19.94p per share to 22.23p per share; the share price increased by 38.2% from 11.00p to 15.20p; and the share price discount to NAV narrowed from 44.8% to 31.6%. Performance during the year was primarily driven by the Company's life sciences portfolio, with the sale of Araris generating £18.0 million of fair value gains during the year. The Company's growth portfolio also contributed positively with both AI Company II1 and Revolut delivering valuation uplifts. Autolus Therapeutics, the Company's only remaining quoted holding, detracted from performance over the year and the valuation of Ada Health was also reduced.
During the year, the Company received total realisations of £35.9 million, including proceeds from sales of Araris, AI Company II¹, Securiti AI (now Veeam Software), and Anthos Therapeutics. Total investments during the year amounted to £5.0 million, comprising only follow-on funding into existing holdings. As at 31 December 2025, the Company had £24.4 million in cash and liquid money market funds.
Post year end, the Company announced on 20 January 2026 that its holding of the Salica Environmental Technologies Fund2 had completed its sale of its underlying portfolio company Bluewater Bio Limited to a European PE backed strategic acquirer. This exit was a significant realisation event for that fund with £6.5 million distributed to the Company.
More details on the Company's performance can be found in the Investment Manager's Review on pages 6 to 9.
Schroders and Nuveen
On 12 February 2026, the Board of Schroders plc announced that they had agreed the terms of a recommended cash acquisition by Nuveen, to combine the two businesses. The announcement indicated that the transaction is not expected to complete until Q4 2026. Further details are available on the Schroders website: https://www.schroders.com/en/global/individual/nuveenoffer/.
Board structure
Following approval of the managed wind-down, the Board has reviewed its structure and, mindful of the operating costs of the Company, deems it appropriate to maintain the number of Directors at three following Lamia Baker stepping down at the 2025 AGM. The Board remains satisfied that it possesses an appropriate balance of skills and expertise and does not propose any immediate changes to the composition of the Board. We would especially like to thank Lamia for all her many contributions.
AGM
The Company's 2026 AGM will be held at 12:30pm on Tuesday, 2 June 2026 at 1 London Wall Place, London, EC2Y 5AU. The Board encourages shareholders to attend and participate. Attendees will have the opportunity to hear a presentation from the Investment Manager, and light refreshments will be available.
All voting will be conducted by poll. Shareholders are encouraged to register their vote with your Company's registrar, either online or via paper proxy forms, and to appoint the Chair of the meeting as their proxy. Even if you are unable to attend the AGM in person, you are still able to have your say by submitting your vote in advance. Further details on voting procedures can be found in the Notice of Meeting on pages 77 to 79. Any questions for the Board may be submitted by email to amcompanysecretary@schroders.com prior to the AGM.
As mentioned earlier in my statement, the General Meeting to approve the tender offer is currently expected to be held on the same day as the AGM. A circular containing the full details and Notice of General Meeting is expected to be published via a Regulatory News Service in May 2026.
Full year results presentation
The Investment Manager has recorded a short presentation providing an overview of the Company's full year results and the key developments during the year. The presentation is available to view by following this link https://schro.link/6om9ht or visiting the Company's website.
Outlook
We do not expect further material realisations before 2028. In reflecting on the portfolio after a year of managed wind-down, the Board is sensitive to the increased volatility around individual company valuations as we move towards the 2027-2028 timeframe, with the reality of more defining events expected across the portfolio's range of businesses and greater strategic clarity emerging for some of the older portfolio companies. As the portfolio becomes more concentrated, there will inevitably be significant upside benefit or downside risk to the portfolio.
For 2026, the Company's strategic focus continues to be on the delivery of an orderly managed wind-down and the realisation of the Company's assets in a disciplined manner, while remaining focused on liquidity and costs. As mentioned, the Board anticipates a further capital return of approximately £18 million to shareholders during the first half of 2026 and we would encourage all shareholders to engage with the tender offer documentation when it has been published.
Tim Edwards
Chair
30 March 2026
1 Actual name not disclosed due to confidentiality.
2 Previously HP Environment Technologies Fund.
Investment Manager's Review
"Following shareholders voting in favour of the discontinuation resolution, the Company's strategic focus during 2025 has been firmly centred on executing an orderly managed wind-down and realising all existing portfolio assets in a disciplined manner."
Summary
• The Company reported a NAV per share of 22.23p as at 31 December 2025, an increase of 11.5% relative to the NAV per share as of 31 December 2024 of 19.94p.
• For the full year, the Company recorded a fair value gain of £17.0 million with performance driven by the sales of Araris Biotech and Securiti AI (now Veeam Software), and new uplifted financing rounds for AI Company II¹, Revolut, and AI Company I¹. This was offset by negative revaluations to Ada Health, AgroStar, Federated Wireless and Genomics.
• For the full year, the Company recorded a fair value gain of £16.3 million with performance driven by the sales of Araris Biotech and Securiti AI (now Veeam Software), and new uplifted financing rounds for AI Company II¹, Revolut, and AI Company I¹. This was offset by negative revaluations to Ada Health, AgroStar, Federated Wireless and Genomics.
• Total realisations for the year were £35.9 million, including proceeds from sales of Araris, AI Company II¹, Securiti AI (now Veeam Software), and Anthos Therapeutics.
• In accordance with the managed wind-down policy, no new investments were completed. Total investments during the year amounted to £5.0 million, comprising only follow-on funding into existing holdings.
• As at 31 December 2025, the Company held £24.4 million in cash and liquid money market funds, supporting remaining portfolio commitments and ongoing capital return objectives. Furthermore, following the sale of Bluewater Bio by the Salica Environmental Technologies Fund², the Company received £6.5 million from the transaction during January 2026.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities or adopt any investment strategy.
Source: JPM/Schroders.
¹ Actual name not disclosed due to confidentiality.
² Previously HP Environment Technologies Fund.
Financial performance
2025 performance
As at 31 December 2025, NAV per share increased to 22.23p, up from 19.94p at 31 December 2024, reflecting strong portfolio performance and the accretive impact of capital management initiatives during the year.
Total NAV was £141.2 million at 31 December 2025, following the return of £37.4 million to shareholders through share repurchases as part of the managed wind-down. During the year, the Company repurchased a total of 179,130,100 shares (taking total number of shares in issue from 814,492,025 to 635,361,925). This comprised 5,909,126 shares repurchased in the market at a material discount to NAV, and 173,220,974 shares repurchased via a tender offer as part of the Company's managed wind-down.
Shares were repurchased at prices below the underlying NAV per share of 22.23p, with the year-end share price of 15.20p also representing a discount to NAV. As a result, the market buybacks were accretive, delivering a modest uplift to NAV per share.
The reduction in shares in issue enhanced value on a per-share basis for continuing shareholders, with the cancellation of these shares increasing the proportionate share of net assets attributable to remaining investors. This accretive impact explains the difference between the movement in total NAV and the increase in NAV per share over the year.
The NAV increased 10.0%, when excluding any repurchased shares, which comprised the following:
- Private equity life science holdings: 9.4%
- Private equity growth holdings: 1.3%
- Private equity venture holdings: 0.1%
- Public equity holdings: -0.3%
- Money market funds*: 0.8%
- Costs and other movements: -1.3%
Attribution analysis (£m)
|
|
Private equity |
Public equity |
Money market funds |
Cash and cash equivalents |
Other |
NAV |
||
|
Life sciences |
Venture |
Growth |
||||||
|
Value as at 31 December 2024 |
20.8 |
31.9 |
74.8 |
4.0 |
29.6 |
1.9 |
(0.6) |
162.4 |
|
+ Investments |
4.3 |
0.7 |
- |
- |
26.7 |
(31.7) |
- |
- |
|
- Realisations at value |
(22.1) |
(4.9) |
(8.9) |
- |
(39.4) |
75.3 |
- |
- |
|
+/- Fair value gains/(losses) |
15.3 |
0.2 |
2.1 |
(0.6) |
1.3 |
- |
- |
18.3 |
|
+/- Reclassified holdings |
0.9 |
- |
- |
(0.9) |
- |
- |
- |
- |
|
+/- Costs & other movements |
- |
- |
- |
- |
- |
(1.9) |
(0.2) |
(2.1) |
|
Value as at 31 December 2025; excluding any repurchase of shares |
19.2 |
27.9 |
68.0 |
2.5 |
18.2 |
43.6 |
(0.8) |
178.6 |
|
- Repurchase & cancellation of the Company's own shares |
- |
- |
- |
- |
- |
(37.4) |
- |
(37.4) |
|
Value as at 31 December 2025; including any repurchase of shares |
19.2 |
27.9 |
68.0 |
2.5 |
18.2 |
6.2 |
(0.8) |
141.2 |
Source: JPM/Schroders.
Past performance is not a guide to future performance and may not be repeated. The value of investments and the income from them may go down as well as up and investors may not get back the amounts originally invested. The securities shown above are for illustrative purposes only and are not to be considered a recommendation to buy or sell. For further information regarding the costs and charges associated with your investment, please refer to the annual report.
Private equity life sciences holdings
4 exits of life sciences companies completed since 2021
The Company's life sciences holdings increased in value by 73.6%, contributing 9.4% to NAV growth over the full year period.
The most significant contributor to performance was Araris Biotech, which generated £18.0 million of fair value gains during the year, with £21.4 million realised over the full-year period. This uplift was driven by the acquisition of Araris by Taiho Pharmaceutical for an upfront payment of $400 million, with the potential for up to $740 million in additional milestone payments.
Across the broader life sciences portfolio, valuation movements remained comparatively modest, with selective follow-on investments, approved by the Board, made to support continued clinical advancement.
Private equity growth holdings
The Company's private equity growth holdings increased in value by 2.8%, contributing 1.3% to NAV growth over the full year period.
These movements were driven by strong performance from AI Company II1 and Revolut. AI Company II1 received a significant strategic investment during the year, which resulted in a special capital distribution to shareholders. Overall, this generated a fair value gain of £6.1 million for the year, comprising £8.4 million of realised proceeds and a remaining fair value of £5.6 million as at 31 December 2025. The residual holding continues to be carried at a meaningful discount to the valuation implied by the transaction, reflecting a degree of post-transaction uncertainty.
Revolut continued to deliver robust operational performance in 2025, reporting strong customer growth, expanding deposit balances and sustained revenue momentum. During this period, Revolut completed a new primary funding round at a reported valuation of approximately $75 billion, reinforcing strong investor sentiment. The company also advanced its global expansion, including receiving its UK banking licence, securing final banking authorisation in Mexico ahead of launch, obtaining a banking incorporation licence in Colombia, and progressing towards its launch in India.
The valuation of Ada Health was reduced to reflect recent developments, including increasing potential disruption from the latest advancements in large language models and the subordinated position of the Company's shareholding within the capital structure. While the business has demonstrated operational progress, its valuation remains sensitive to broader market conditions and healthcare budget constraints.
AgroStar was another detractor during the year, following the completion of a funding round in 2025 in which the Company did not participate, and the valuation was subsequently reduced to reflect updated market conditions.
Private equity venture holdings
The Company's venture holdings increased in value by 0.3%, contributing 0.1% to NAV over the year.
The $1.725 billion acquisition of Securiti AI by Veeam Software was a key driver of NAV uplift during the year.
The principal detractors over the period were Genomics and Federated Wireless, where updated assumptions and a reassessment of the near-term outlook resulted in downward revisions to valuation.
Public equity holdings
The Company's only public equity holding, Autolus Therapeutics, decreased in value by 15%, detracting 0.3% from NAV over the full year period.
Autolus Therapeutics reported a fair value loss of approximately £0.6 million for the full year, reflecting a combination of sector-wide sentiment pressures for cell therapies and evolving expectations around the timing of the UK and European commercial rollout.
During the year, its lead CAR-T therapy, obe-cel (AUCATZYL), received conditional approval in the UK and EU. In the UK, a revised submission led to NICE approval for routine NHS use, while in the United States, expanding treatment centres and payer coverage supported sequential sales growth.
In the first half, share price performance softened despite regulatory achievements and improving US commercial traction, reflecting continued investor caution around European reimbursement pathways and evolving expectations for launch ramp-up. In the second half, sentiment strengthened as commercial momentum became more evident and key clinical milestones were achieved. This recovery in the share price partially mitigated earlier declines and resulted in a more constructive contribution to NAV towards the year end.
The Company will continue to monitor its holding in Autolus Therapeutics and may realise the position opportunistically as part of the managed wind-down.
Investment activity
Realisations
With the Company operating under a managed wind-down strategy during 2025, capital discipline and liquidity management remained a priority. The portfolio continued to be positioned to support orderly realisations while maintaining sufficient liquidity to meet existing commitments and operating requirements.
During the 12 months to 31 December 2025, the Company generated £35.9 million of total realisations, reflecting successful exits across several portfolio companies.
The most significant realisation was £21.4 million from the sale of Araris Biotech to Taiho Pharmaceutical. Araris, a Swiss biotechnology company specialising in next-generation antibody-drug conjugates (ADCs) was acquired by Taiho Pharmaceutical in a transaction with an upfront cash payment of $400 million and the potential to receive up to $740 million in milestone payments. The acquisition underscores both the value of Araris' science and its potential to progress multiple ADC candidates towards clinical development with further support from a major pharmaceutical partner.
Additional realised proceeds were generated from AI Company II1 of £8.4 million and Securiti AI (now Veeam Software) of £4.9 million.
The acquisition of Anthos Therapeutics by Novartis was also completed during the year, generating an upfront payment of $925 million and potential additional milestone payments of up to $3.1 billion. The Company received realised proceeds of £0.7 million in the second half of 2025, with further proceeds anticipated in the first half of 2026.
After the period end, in February 2026, Salica Environmental Technologies Fund2 completed the sale of Bluewater Bio to Aquavest Ltd, a company backed by Verdane. The Company received cash proceeds of £6.5 million from the transaction in January 2026, with remaining proceeds expected to be received over the next 18 months.
Investments
The Company made investments of £5.0 million during the year, primarily related to existing commitments within the life sciences portfolio. This included £2.8 million into Araris Biotech, a Swiss biotechnology company developing next-generation antibody-drug conjugates using its proprietary AraLinQ™ platform, reflecting the technical conversion of a convertible loan note, as previously disclosed.
Additional follow-on investments totalling £1.8 million were made across Epsilogen, a UK-based immune-oncology company developing IgE antibody therapies for cancer, Neurona Therapeutics, a clinical-stage biotechnology company focused on regenerative cell therapies for neurological disorders, and A2 Biotherapeutics, which develops targeted cell therapies designed to selectively attack tumour cells.
A further £0.4 million investment was made into AI Company I1, an artificial intelligence software company, in line with previous disclosures.
All investments were made in accordance with the Company's revised investment policy to support ongoing development and preserve value within the existing portfolio, and were completed following prior written approval from the Board.
Cash runway analysis
The Company continues to assess the overall portfolio funding risk as part of its ongoing monitoring process. The table below provides an analysis of equity investments by expected cash runway, highlighting which portfolio companies may require additional capital and when.
As at 31 December 2025, a significant majority of investments were either profitable, fully funded or funded beyond the next two years. Profitable investments (including milestones) represented 56.2% of total equities, up from 39.5% at 31 December 2024. In addition, a further 22.2% of the portfolio was funded for two years, compared with 19.7% in the prior year. By contrast, the proportion of investments with an expected cash runway of one year reduced significantly from 24.0% to 9.9%.
It is important to note that changes in the funding risk profile (as a percentage of total equities) reflect both evolving company-level characteristics, for example, transitions from loss-making to profitable operations and shifts in relative portfolio weighting driven by realisations, valuation movements and follow-on funding activity during the year.
Expected cash runways for portfolio companies
|
|
31 December 2024 |
31 December 2025 |
||
|
Expected cash |
Fair |
% of |
Fair |
% of |
|
runway |
value |
equities |
value |
equities |
|
1 year |
£31.6m |
24.0% |
£11.6m |
9.9% |
|
2 years |
£25.9m |
19.7% |
£26.1m |
22.2% |
|
3 years + |
£2.1m |
1.6% |
- |
- |
|
Unprofitable (fully funded) |
£19.9m |
15.1% |
£13.8m |
11.7% |
|
Profitable (incl. milestones) |
£52.0m |
39.5% |
£66.1m |
56.2% |
|
Total equities |
£131.5m |
100% |
£117.7m |
100% |
Source: Schroders Capital, 2026. These figures represent forecasts and may not be realised. % of equity investments as at 31 December 2025.
Foreign exchange
Over the year, the fair value of investments denominated in United States Dollar (USD) was negatively impacted by the appreciation of the British Pound Sterling (GBP). Meanwhile, the fair value of investments denominated in Swiss Franc (CHF) and Euro (EUR) were positively impacted by the depreciation in the value of the British Pound Sterling (GBP) over the period.
Cash and debt
As at 31 December 2025, the Company had £24.4 million in cash and liquid money market funds, representing 17.3% of NAV, providing sufficient liquidity to meet existing portfolio funding requirements, cover ongoing operating costs and fund future planned capital returns to shareholders.
The liquid money market fund held is the Schroder Special Situations - Sterling Liquidity Plus Fund, which targets returns in line with short-term sterling interest rates (SONIA), subject to market conditions.
Outlook
Following shareholders voting in favour of the discontinuation resolution, the Company's strategic focus during 2025 has been firmly centred on executing an orderly managed wind-down and realising all existing portfolio assets in a disciplined manner.
During 2025, the Company generated £35.9 million of total realisations, including the completion of the sales of Araris Biotech and Anthos Therapeutics, alongside additional realisations from other portfolio holdings.
These proceeds contributed to year-end cash and equivalents of £24.4 million, representing 17.3% of NAV. In addition, the Company also returned £37.4 million to shareholders during the year through share repurchases, reflecting continued progress in the managed wind-down process.
Furthermore, in February 2026, Salica Environmental Technologies Fund2 completed the sale of Bluewater Bio, with £6.5 million distributed to the Company.
The Board and Investment Manager continue to target a balance between returning cash to shareholders in a timely manner and maximising value. While significant progress was made in 2025, particularly through the Araris transaction, based on current market conditions and the remaining portfolio composition, we do not expect further material realisations before 2028.
Amounts realised during the wind-down are held as cash or cash equivalents prior to being returned to shareholders, net of provisions for costs and commitments. Taking into account the Company's cash position and remaining obligations at year end, the Board continues to assess the timing and quantum of further capital returns in line with the managed wind-down strategy.
The Board anticipates a further capital return of approximately £18 million to shareholders during the first half of 2026.
Tim Creed and Harry Raikes
Portfolio Managers
30 March 2026
1 Actual name not disclosed due to confidentiality.
2 Previously HP Environment Technologies Fund.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities or adopt any investment strategy.
Top 10 holdings
The Company's top ten holdings as of 31 December 2025 compared with the respective holding as of 31 December 2024.
|
|
|
31 December 2025 |
31 December 2024 |
||
|
|
|
Value |
% of |
Value |
% of |
|
Portfolio company |
Strategy |
(£'000) |
NAV |
(£'000) |
NAV |
|
Atom Bank1 |
Growth |
23,105 |
16.4% |
23,105 |
14.2% |
|
Revolut2 |
Growth |
19,948 |
14.1% |
14,577 |
9.0% |
|
Nexeon1 |
Venture |
7,980 |
5.7% |
7,805 |
4.8% |
|
Back Market3 |
Growth |
7,822 |
5.5% |
8,113 |
5.0% |
|
Salica Environmental Technologies Fund4 |
Growth |
7,227 |
5.1% |
8,168 |
5.0% |
|
AI Company I |
Venture |
5,932 |
4.2% |
3,320 |
2.0% |
|
AI Company II5 |
Growth |
5,622 |
4.0% |
7,984 |
4.9% |
|
AgroStar6 |
Growth |
4,341 |
3.1% |
7,907 |
4.9% |
|
Veeam Software |
Venture |
3,822 |
2.7% |
- |
- |
|
AI Company III |
Venture |
3,717 |
2.6% |
3,992 |
2.5% |
Source: JPM/Schroders.
¹ Assets inherited from the previous Investment Manager.
2 Revolut is held via the Company's holding in Target Global Selected Opportunities, LLC - Series Space, a single asset fund.
3 Back Market is held via the Company's holding in Sprints Capital Ellison LP, a single asset fund.
4 Previously HP Environmental Technologies Fund.
5 The revaluation of AI Company II relates to a corporate action event, which also resulted in cash proceeds of £8.4 million being received. Further detail can be found under the 'Private equity growth holdings' paragraphs on page 8.
6 AgroStar is held via the Company's holding in Schroders Capital Private Equity Asia Mauri VIII Ltd, a single asset fund.
Atom Bank
Leading UK app-only challenger bank
Atom Bank is the UK's first bank built exclusively for mobile. It aims to redefine what a bank should be, making things easier, more transparent, and better value. Atom currently offers savings accounts, mortgages and business loans. In June 2025, Atom Bank published its FY25 Annual Report for the 12-month period to 31 March 2025 with key highlights including:
- Customer deposits increased 31%, rising from £5.7 billion to £7.5 billion.
- Loans under management increased 29%, from £4.1 billion to £5.3 billion.
- Net interest income increased 2.6%, from £100 million to £102 million.
- Net interest margin declined from 2.8% to 2.2% driven by a maturing fixed rate book and renewals in new base rate environment.
- Operating profit decreased modestly by 5.6%, from £26.6 million to £25.1 million, primarily due to increased headcount and higher loan servicing costs as the balance sheet expanded.
Source: Atom Bank Annual Report (Info for Investors - How Atom Disrupts Banking | Atom bank).
Revolut
Global neobank and financial technology company
Revolut is a fintech firm that provides banking and payment services. The company offers multi-currency cards and a mobile app that includes currency exchange, peer-to-peer payment and bank transfer solutions. It also offers personal and business banking solutions.
In March 2026, Revolut published its Annual Report for the year ended 31 December 2025, providing greater detail on progress in the prior year.
- Retail customer numbers increased 30%, rising from 52.5 million to approximately 68.3 million.
- Total customer balances increased 66%, from £30.2 billion to £50.2 billion.
- Annual transaction volumes increased 65%.
- Net profit increased 65%, rising from £790 million to approximately £1.3 billion.
During 2025, Revolut continued to progress its UK banking licence process with the Prudential Regulation Authority, with full banking authorisation subsequently granted in March 2026.
In addition, the company completed a new primary funding round at a reported valuation of approximately $75 billion, further strengthening investor confidence in its long-term global growth strategy.
Source: Revolut Annual Report (Financial Statements | Revolut United Kingdom), Revolut company website).
Nexeon
Advanced silicon anode materials for lithium-ion batteries
Nexeon is a technology company developing engineered silicon materials for use in next-generation lithium-ion batteries. The company's mission is to improve battery performance by increasing energy density and enabling faster charging through the integration of silicon into battery anodes.
- During 2025, Nexeon continued to advance its commercialisation strategy, progressing toward scaled production and deepening engagement with global battery manufacturing partners. Development efforts remained focused on integrating its proprietary silicon technology into next-generation battery platforms.
- The company also progressed its binding supply agreement with Panasonic Energy, supporting the transition from development-stage innovation toward commercial supply within the electric vehicle battery value chain.
Source: Nexeon company website: Nexeon | Building better batteries | Transformative silicon-based anode technology.
Back Market
Global marketplace for refurbished devices
Back Market is a leading online marketplace dedicated to refurbished devices. The company's mission is to make restored devices mainstream. Back Market works with professional refurbishers to guarantee that every device has been tested and restored to perfect working condition according to industry standards.
- In 2025, Back Market reported over $3.5 billion in global GMV (Gross Merchandise Value), representing 32% year-over-year growth, and delivered its largest Black Friday period to date with 41% growth.
- Expansion beyond smartphones into laptops, tablets, gaming consoles and audio products continued to drive performance, with non-smartphone categories accounting for approximately 40% of U.S. GMV.
- Europe remains the company's most mature region, with its French business achieving 35% EBITDA margins, and the group reaching global EBITDA break-even during the year.
- In late 2025, Back Market opened its first ever retail store in New York City.
Source: Back Market company website, PR Newswire article: Back Market Clears $3.5 Billion in 2025 GMV as AI and Cloud Accelerate the Shift Toward Refurbished Tech Devices.
Salica Environmental Technologies Fund
Fund that invests in emerging environmental technologies
The Salica Environmental Technologies Fund was seeded through the secondary purchase of a portfolio of seven environmental technology companies.
- In January 2026, Salica Environmental Technologies Fund completed the sale of its largest underlying holding, Bluewater Bio, to Verdane. The transaction represents a successful exit for the Fund, generating an attractive multiple on invested capital and reflecting the operational and commercial progress achieved by Bluewater Bio during Salica's period of ownership. The acquisition by Verdane is expected to support the company's next phase of growth and international expansion.
Source: Salica Investments company website: Salica Investments successfully exits Bluewater Bio to Verdane in fund-returning exit - Salica Investments.
Principal and emerging risks and uncertainties
The Board, through its delegation to the Audit, Risk and Valuation Committee, is responsible for the Company's system of risk management and internal control and for reviewing its effectiveness. The Board has adopted a detailed matrix of principal risks affecting the Company's business as an investment trust and has established associated policies and processes designed to manage and, where possible, mitigate those risks, which are monitored by the Audit, Risk and Valuation Committee on an ongoing basis. This system assists the Board in determining the nature and extent of the risks it is willing to take in achieving the Company's strategic objectives.
Risk assessment and internal controls review by the Board
Risk assessment includes consideration of the scope and quality of the systems of internal control operating within key service providers, and ensures regular communication of the results of monitoring by such providers to the Audit, Risk and Valuation Committee, including the incidence of significant control failings or weaknesses that have been identified at any time and the extent to which they have resulted in unforeseen outcomes or contingencies that may have a material impact on the Company's performance or condition. The internal control environment of the Manager, the depositary and the registrar are tested annually by independent external auditors. The reports are reviewed by the Audit, Risk and Valuation Committee.
Although the Board believes that it has a robust framework of internal control in place this can provide only reasonable, and not absolute, assurance against material financial misstatement or loss and is designed to manage, not eliminate, risk. Both the principal and emerging risks and uncertainties and the monitoring system are subject to robust assessment at least annually. The last assessment took place in March 2026.
During the year, the Board discussed and monitored a number of risks that could potentially impact the Company's ability to meet its strategic objectives, drawing on updates from the Investment Manager, Company Secretary and other service providers on emerging risks. Following shareholder approval of the new investment objective and investment policy placing the Company into managed wind-down, the Board has updated the risk matrix to better reflect the current principal risks and the relevant mitigation measures.
No significant control failings or weaknesses were identified from the Audit, Risk and Valuation Committee's ongoing risk assessment throughout the financial year and up to the date of this report. The Board is therefore satisfied that it has undertaken a detailed review of the risks facing the Company and that the internal control environment continues to operate effectively.
Actions taken by the Board and, where appropriate, its Committees, to manage and mitigate the Company's principal and emerging risks and uncertainties are set out in the table below. The "Change" column on the right highlights at a glance the Board's assessment of any increases or decreases in risk during the year and up to the date of this report after mitigation and management. The arrows show the risks as increased, decreased or unchanged and also indicates where a new risk has been identified as part of the ongoing managed wind-down process.
A full analysis of the financial risks facing the Company is set out in note 17 to the financial statements on pages 68 to 71.
|
Risk |
Mitigation and management |
Status |
|
Strategy |
||
|
Maximising returns The Company may not achieve its investment objective to undertake a managed wind-down of the Company and realise all existing assets in the Company's portfolio in an orderly manner. This could be due a misjudgment regarding the exit of an investment, either in terms of timing or price. Trying to sell assets as part of a managed wind-down strategy may have an impact on disposal proceeds. Assets may be realised at a material discount to the most recently published independent valuations. Sales commissions, liquidation costs, taxes and other costs associated with the realisation of the Company's assets together with the usual operating costs of the Company will reduce the cash available for distribution to shareholders. In addition, sales of assets may take longer than anticipated. |
The Board receives regular reports on the Company's investment performance against its stated objectives along with reports from discussions with its major shareholders. The realisation process will be carried out in a way that seeks to achieve a balance between maximising the value received from investments and making timely returns to shareholders. The Company expects to typically follow the natural life cycle of investments which is expected to maximise shareholder returns. Given the current market environment, any effort to sell assets in the secondary market may be detrimental to returning value to shareholders. The Board seeks regular advice from its advisers regarding the most appropriate timing and mechanism to return capital to shareholders. |
|
|
Return of capital may be delayed The return of capital to shareholders may be delayed by difficulties with realising assets on a timely basis. It is the intention of the Investment Manager to wait for a trigger event in order to realise assets, however, it may prove necessary to wait for longer than anticipated for these trigger events to occur. |
The proceeds of sales, along with the cash and cash equivalents will be available to return capital to shareholders subject to the need to meet existing contractual commitments or, with prior Board approval, to support existing holdings. The Board anticipates that capital will be returned to shareholders over time at the absolute discretion of the Board when it considers the Company has sufficient cash accumulated from realisations to justify a distribution. The Company completed its first capital return to shareholders by way of tender offer in July 2025 of £37 million, less costs, at a price of 21.119983 pence per ordinary share. It is the Board's intention to return a further approximately £18 million to shareholders via a tender offer in the first half of 2026. |
|
|
Economic and market The portfolio will inevitably be exposed to economic and market risk. Changes in general economic and market conditions, such as currency exchange rates, interest rates, inflation rates, industry conditions, tax laws, political events and trends can substantially and adversely affect the value of investments. Market risk includes the potential impact of events which are outside the Company's control, such as pandemics, civil unrest and wars. |
In accordance with the revised investment strategy, the Investment Manager did not make any new investments and focused on the orderly realisation of the Company's portfolio and the return of capital. Macroeconomic and geopolitical developments were regularly monitored and considered in assessing their impact on valuations and the timing of disposals. Prudent cash management was maintained to meet remaining portfolio commitments and support the Company's ongoing capital return objectives. Under the prior investment thesis, the global mandate allowed the Manager to diversify the portfolio geographically and thus mitigate against challenging economic conditions of a single market or sector. Further details on financial risks and risk mitigation are detailed in note 17 to the accounts. |
|
|
Cost base As assets are realised and the Company's size reduces during the managed wind-down, its cost base may become disproportionate relative to the remaining assets. This could result in less competitive ongoing costs. |
The competitiveness of all service provider fees is subject to benchmarking against its competitors. The Management Engagement Committee monitors and reviews all fees and expenses incurred by the Company at least bi-annually and makes recommendations to the Board regarding their appropriateness and reasonableness. This includes management fee levels. The Board approves significant non-routine expenses. The transition of custodian and depositary to J.P. Morgan has contributed to an overall reduction in expenses. |
NEW RISK |
|
Tender offer execution As the Company returns cash to shareholders through tender offers, there is a risk that an opaque or ineffective process, coupled with unclear or insufficient communications, could limit transparency and shareholder understanding, reduce participation, and adversely affect shareholder outcomes. |
The Board coordinates closely with its advisers (including the Manager, Registrar, broker and independent legal adviser) to agree a clear tender offer timetable and roles and responsibilities. Shareholder communications comprise a tender offer circular released via RNS and made available on the Company's website and through intermediaries, supported by an FAQ. Tender offer documentation is reviewed for clarity and consistency. The Board considers undertaking targeted shareholder identification and engagement activities to contact as many shareholders as practicable. The Board undertakes post-offer reviews to identify improvements for future tenders, including consideration within the Board evaluation (most recently in November 2025). A dedicated registration link enables shareholders to receive email notifications regarding future capital distributions: https://www.schroders.com/inovcomms |
NEW RISK |
|
Investment management |
||
|
Portfolio/individual company valuation risk Private equity companies generally have greater valuation uncertainties and liquidity risks than public equity holdings. The valuation of private equity early stage companies is inherently difficult. Valuation at a fixed point in time may not be representative of the medium or longer term. Particular events at a company or particular funding rounds may have a significant impact. Information may not be as widely available as with public companies and these companies may not yet have meaningful revenues or profits. Investments quoted in inactive markets may also be subject to significant and abrupt volatility and liquidity discount. Short term liquidity issues can become compounded by market events. |
The AIFM, under delegated authority from the Board, has responsibility for the valuation of the assets in the portfolio. The AIFM, in turn employs a dedicated valuations function which resides in the Schroders Capital Fund Operations and Services team and is separate from the investment function. The AIFM maintains and applies effective organisational and administrative arrangements with a view to taking all reasonable steps designed to identify, prevent, manage and monitor conflicts of interests in relation to the unquoted valuation process. The Schroders Capital valuation process and governance structure is intended to ensure independence, accountability and segregation of duties in the oversight functions. Valuations are calculated using established methodologies and public market comparators in accordance with International Private Equity and Venture Capital guidelines. Valuations of the portfolio are reviewed on a quarterly basis by the Board and annually by the Auditor and clearly communicated to the market. It performs valuations using widely-accepted valuation methodologies and may be supported by an external valuation agent. Currently, Kroll is engaged to support the valuation team and provides inputs and recommendations to assist in conducting valuations, where required. |
|
|
Concentration risk The risk linked to any portfolio concentration might be compounded due to the nature of some of the businesses and the risks associated with both commercial and technical milestones. During the managed wind-down, the size and value of the Company's portfolio will be reduced as investments are realised and concentrated in fewer holdings. In particular some biotechnology companies can take a long time before trials can prove efficacy and create a trigger event allowing satisfactory disposal. Thus the portfolio may be made up predominantly of biotechnology companies towards the end of the wind-down and investors may need to wait more than five years for full realisation. In addition, as realisations continue, one or more individual holdings may represent a growing proportion of the overall portfolio. This increased concentration could create a collective sectoral risk and may adversely affect the performance of the Company's portfolio as it is exposed to a portfolio with lower diversification.. |
The Board and Investment Manager monitor concentration by holding and sector and the dependency of valuations on key milestones. The Investment Manager will, where practicable, seek to realise investments at their natural exit points. Both the Board and Investment Manager maintain active oversight through regular valuation and liquidity reviews and consider a range of exit options (including secondary transactions) as the managed wind-down progresses. |
|
|
Share price volatility During the managed wind-down, as investments are realised and the Company's portfolio becomes smaller and more concentrated, there may be increased volatility in both the NAV and the share price. Reduced diversification and lower share liquidity as capital is returned to shareholders may also result in a continued or wider discount to NAV. Additionally, possible changes to the portfolio structure throughout the wind-down could further increase share price volatility. |
The Board, the Investment Manager and the Broker are actively engaging with shareholders and the Company will continue to provide updates during the managed wind-down process. |
|
|
Liquidity Insufficient liquid resources to meet its ongoing financial demands as they fall due. |
The Investment Manager manages the portfolio to ensure that the Company maintains sufficient liquidity to meet its contractual commitments, while also holding an appropriate buffer to address unforeseen short-term funding requirements. As at 31 December 2025, the Company held cash of £6.2 million (2024: £1.9 million) and had no debt or loan facilities in place. In addition, the Company held £18.2 million in the Schroder Special Situations - Sterling Liquidity Plus Fund, a money market fund offering daily liquidity. The Board regularly reviews detailed cash flow forecasts prepared by the Investment Manager, including assessments under a range of stressed scenarios. These reviews consider the timing of expected inflows and outflows, potential delays to realisations, and the Company's ability to meet future commitments. The Board also receives ongoing updates on anticipated disposals and the funding requirements of existing investments, including potential follow-on investments. |
|
|
ESG and climate change Failure by the Investment Manager to identify potential ESG matters, including the impact of climate change, in an investee company, given their private nature, could impact shareholder returns due to potential valuation issues in the underlying investee companies. |
The Investment Manager integrates considerations, including climate change, into the investment process. The approach to conducting ESG-related analysis of private companies is complemented with bespoke assessments, dedicated ESG reference calls, and by integrating several external tools and data sources, including RepRisk, World- Check, the ESG Data Convergence Project and eFront's ESG Outreach module to further assess ESG risks and opportunities in private assets. |
|
|
Operational |
||
|
Operational The Company has no employees and the Directors have been appointed on a non-executive basis. The Company is therefore reliant upon the performance of third-party service providers. Failure of any of the Company's service providers to perform in accordance with the terms of its appointment, to protect against breaches of the Company's legal and regulatory obligations such as data protection, or to perform its obligations at all as a result of insolvency, fraud, breaches of cyber security, failures in business continuity plans or other causes, could have a material detrimental impact on the operation of the Company. Operational risks may arise from the transfer of services to a new service provider. |
Experienced third party service providers are employed by the Company under appropriate terms and conditions and with agreed service level specifications. Service level agreements include clauses which set out the notice periods for terminations. The Board receives regular reports from its service providers and the Management Engagement Committee will review the performance of key service providers at least annually. In respect of the transition of custodian, depositary and fund administration services from HSBC to J.P. Morgan, a detailed transition plan was put in place, closely monitored by the Manager via a Risks, Assumptions, Issues and Dependencies (RAID) log. The Board received quarterly progress updates on the transition, with the Audit Committee Chair acting as the primary point of contact between update cycles. All migration of financial data from HSBC to J.P. Morgan was subject to close oversight by the Company's external auditors. |
|
|
Cyber security Each of the Company's service providers is at risk of cyber attack, data theft, and service disruption. While the risk of financial loss by the Company is probably small, the risk of reputational damage and the risk of loss of control of sensitive information is more significant, for instance a GDPR breach. Many of the Company's service providers and the Board often have sensitive information regarding transactions or pricing and information regarded as inside information in regulatory terms. Data theft or data corruption per se is regarded as a lower order risk as relevant data is held in multiple locations. |
The Board receives controls reports from its key service providers which describe the protective measures they take as well as their business recovery plans. Cyber security is closely monitored by the Audit and Risk Committee as part of the review of the internal controls of its service providers. Directors usually attend an internal controls briefing session hosted by the Manager in respect of the internal controls of the Company's key service providers. This includes a presentation on cyber security controls and business continuity capability. |
|
|
Taxation The Company carries on business as an investment trust. However, failure to comply with section 1158 of the Corporation Tax Act 2010 could have a negative impact on the Company. The Board expects that the Company will continue to fulfil the relevant conditions to qualify as an investment trust in the short term. However, as the managed wind-down progresses, the Company cannot guarantee that it will maintain continued compliance with all of such conditions, including the condition to maintain a spread of investment risk, particularly in its latter stages when the portfolio has been fully realised. The basis of taxation of any shareholder's investment in the Company may differ or change materially if the Company fails or ceases to maintain investment trust status. |
The Board and the Manager monitor compliance with the investment trust rules, seeking advice where appropriate and liaise regularly with HMRC. Following shareholder approval of the Company's change in investment policy in February 2025, HMRC confirmed that the Company continued to be approved as an investment trust. The annual external audit includes a review of the Company's investment trust status. |
|
Statement of Directors' Responsibilities
Directors' responsibilities
The Directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising Financial Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the return or loss of the Company for that period. In preparing these financial statements, the Directors are required to:
- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Company will continue in business. For the reasons stated in the Strategic Report and note 1(a), the financial statements have not been prepared on a going concern basis.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Manager is responsible for the maintenance and integrity of the web pages dedicated to the Company. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' statement
Each of the Directors, whose names and functions are listed on page 34, confirm that to the best of their knowledge:
- the financial statements, which have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), give a true and fair view of the assets, liabilities, financial position and net return of the Company;
- the annual report and financial statements includes a fair review of the development and performance of the business and the position of the Company, together with a description of the principal risks and uncertainties that it faces; and
- the annual report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's position and performance, business model and strategy.
On behalf of the Board
Tim Edwards
Chair
30 March 2026
Income Statement
for the year ended 31 December 2025
|
|
|
2025 |
2024 |
||||
|
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Gains/(losses) on investments held at fair value through profit or loss |
|
- |
18,378 |
18,378 |
- |
(47,267) |
(47,267) |
|
Net foreign currency losses |
|
- |
(146) |
(146) |
- |
(17) |
(17) |
|
Income from investments |
2 |
205 |
- |
205 |
195 |
- |
195 |
|
Gross return |
|
205 |
18,232 |
18,437 |
195 |
(47,284) |
(47,089) |
|
Management fee |
3 |
(927) |
- |
(927) |
(893) |
- |
(893) |
|
Administrative expenses |
4 |
(1,005) |
- |
(1,005) |
(1,351) |
- |
(1,351) |
|
Net return before finance costs and taxation |
|
(1,727) |
18,232 |
16.505 |
(2,049) |
(47,284) |
(49,333) |
|
Finance costs |
5 |
- |
- |
- |
- |
- |
- |
|
Net return before taxation |
|
(1,727) |
18,232 |
16,505 |
(2,049) |
(47,284) |
(49,333) |
|
Taxation |
6 |
- |
- |
- |
- |
- |
- |
|
Net return after taxation |
|
(1,727) |
18,232 |
16,505 |
(2,049) |
(47,284) |
(49,333) |
|
Return per share (pence) |
7 |
(0.24) |
2.49 |
2.25 |
(0.25) |
(5.69) |
(5.94) |
The "Total" column of this statement is the profit and loss account of the Company. The "Revenue" and "Capital" columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other items of other comprehensive income, and therefore the net gain/(loss) on ordinary activities after taxation is also the total comprehensive gain/(loss) for the year, therefore no separate Statement of Comprehensive Income has been prepared.
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Changes in Equity
for the year ended 31 December 2025
|
|
|
Called-up |
Capital |
|
|
|
|
|
|
|
share |
redemption |
Special |
Capital |
Revenue |
|
|
|
|
capital |
reserve |
reserve |
reserves |
reserve |
Total |
|
|
Note |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 December 2023 |
|
8,573 |
513 |
883,145 |
(646,164) |
(29,003) |
217,064 |
|
|
|
|
|
|
|
|
|
|
Repurchase and cancellation of the Company's own shares |
|
(428) |
428 |
(5,286) |
- |
- |
(5,286) |
|
Net loss after taxation |
|
- |
- |
- |
(47,284) |
(2,049) |
(49,333) |
|
At 31 December 2024 |
10,11 |
8,145 |
941 |
877,859 |
(693,448) |
(31,052) |
162,445 |
|
|
|
|
|
|
|
|
|
|
Repurchase and cancellation of the Company's own shares |
|
(1,791) |
1,791 |
(37,380) |
- |
- |
(37,380) |
|
Costs associated with managed wind-down and tender offer |
|
- |
- |
(349) |
- |
- |
(349) |
|
Net return after taxation |
|
- |
- |
- |
18,232 |
(1,727) |
16,505 |
|
At 31 December 2025 |
10,11 |
6,354 |
2,732 |
840,130 |
(675,216) |
(32,779) |
141,221 |
The notes on pages 59 to 72 form an integral part of these accounts.
Statement of Financial Position
at 31 December 2025
|
|
|
2025 |
2024 |
|
|
Note |
£'000 |
£'000 |
|
Fixed assets |
|
|
|
|
Investments held at fair value through profit or loss |
7 |
135,890 |
161,097 |
|
Current assets |
|
|
|
|
Debtors |
8 |
109 |
298 |
|
Cash at bank |
8 |
6,203 |
1,948 |
|
|
|
6,312 |
2,246 |
|
Current liabilities |
|
|
|
|
Creditors: amounts falling due within one year |
9 |
(981) |
(898) |
|
Net current assets |
|
5,331 |
1,348 |
|
Total assets less current liabilities |
|
141,221 |
162,445 |
|
Net assets |
|
141,221 |
162,445 |
|
Capital and reserves |
|
|
|
|
Called-up share capital |
10 |
6,354 |
8,145 |
|
Capital redemption reserve |
11 |
2,732 |
941 |
|
Special reserve |
11 |
840,130 |
877,859 |
|
Capital reserves |
11 |
(675,216) |
(693,448) |
|
Revenue reserve |
11 |
(32,779) |
(31,052) |
|
Total equity shareholders' funds |
|
141,221 |
162,445 |
|
Net asset value per share (pence) |
12 |
22.23 |
19.94 |
These accounts were approved and authorised for issue by the Board of Directors on 30 March 2026 and signed on its behalf by:
Tim Edwards
Chair
The notes on pages 59 to 72 form an integral part of these accounts.
Registered in England and Wales as a public company limited by shares
Company registration number: 09405653
Cash Flow Statement
for the year ended 31 December 2025
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Operating activities |
|
|
|
Net gain/(loss) before finance costs and taxation |
16,505 |
(49,333) |
|
Adjustments for |
|
|
|
Capital (gain)/loss before taxation |
(18,232) |
47,284 |
|
Decrease/(increase) in debtors |
189 |
5,213 |
|
Increase/(decrease) in creditors |
104 |
(501) |
|
Net cash outflow from operating activities |
(1,434) |
2,663 |
|
Investing activities |
|
|
|
Purchases of investments |
(31,775) |
(55,220) |
|
Sales of investments |
75,360 |
56,949 |
|
Net cash inflow from investment activities |
43,585 |
1,729 |
|
Financing activities |
|
|
|
Repurchase and cancellation of the Company's own shares |
(37,401) |
(5,340) |
|
Costs associated with managed wind-down and tender offer |
(349) |
- |
|
Net cash outflow from financing activities |
(37,750) |
(5,340) |
|
Change in cash at bank |
4,401 |
(948) |
|
Cash at bank at the beginning of the year |
1,948 |
2,913 |
|
Exchange movements |
(146) |
(17) |
|
Cash at bank at the end of the year |
6,203 |
1,948 |
Included within operating cash flows are dividends received of £87,000 (2024: £nil), interest from debt securities of £217,000 (2024: £129,000) and deposit interest receipts of £84,000 (2024: £72,000).
The notes on pages 59 to 72 form an integral part of these accounts.
Notes to the Financial Statements
1. Accounting Policies
(a) Basis of accounting
Schroders Capital Global Innovation Trust plc ("the Company") is registered in England and Wales as a public company limited by shares. The Company's registered office is 1 London Wall Place, London EC2Y 5AU.
The financial statements are prepared in accordance with the Companies Act 2006, United Kingdom Generally Accepted Accounting Practice ("UK GAAP"), in particular in accordance with Financial Reporting Standard (FRS) 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland", and with the Statement of Recommended Practice "Financial Statements of Investment Trust Companies and Venture Capital Trusts" (the "SORP") issued by the Association of Investment Companies in July 2022, except for certain financial information required by paragraph 82(c) regarding unquoted holdings with a value greater than 5% of the portfolio or included in the top 10, where information is not publicly available.
The Directors, as at the date of this report, are required to consider whether they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Following the General Meeting held on 27 February 2025 at which shareholders voted in favour of a change in the Company's Objective and Investment Policy in order to facilitate a managed wind down, the process for an orderly realisation of the Company's assets and a return of capital to shareholders has begun. The Company is therefore preparing its financial statements on a basis other than going concern due to the Company being in a managed wind-down.
The Board will endeavour to realise all of the Company's investments in a manner that achieves a balance between maximising the net value received from those investments and making timely returns to Shareholders. Further details on the future plans and actions of the Company along with the feasibility of these plans can be found in the Chair's report on pages 4 to 5.
Whilst the Directors are satisfied that the Company has adequate resources to continue in operation throughout the winding down period and to meet all liabilities as they fall due, given the Company is now in a managed wind-down the Directors considered it appropriate to adopt a basis other than a going concern in preparing the financial statements. No material adjustments to accounting policies or the valuation basis have arisen as a result of ceasing to apply the going concern basis. All of the balance sheet items have been recognised on a recoverable basis, which is not different from the carrying amount.
In preparing these financial statements the Directors have considered the impact of climate change on the value of the Company's investments. The Board has concluded that, for investments which are valued using quoted bid prices in active markets, the fair value reflects market participants' view of climate change risk. Unquoted investments are valued in accordance with the policy detailed below, using techniques which also reflect each investment's exposure to climate change risk.
The Company has adopted the provisions of Sections 11 and 12 of FRS 102 for measuring and disclosing its financial instruments.
The financial statements are presented in sterling and amounts have been rounded to the nearest thousand.
The accounting policies applied to these financial statements are consistent with those applied in the financial statements for the year ended 31 December 2024.
Significant judgements, estimates and assumptions have been required in valuing the Company's investments and these are detailed below.
(b) Use of judgements, estimates and assumptions
The preparation of the accounts requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. The resulting accounting judgements, estimates and assumptions will, by definition, seldom equal the related actual results.
Judgements, estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected. The key estimates in the accounts are the determination of the fair values of the unquoted investments by the Investment Manager for consideration by the Directors.
These estimates are key, as they significantly impact the valuation of the unquoted investments at the year end. The fair valuation process involves estimation using subjective inputs that are unobservable (for which market data is unavailable). The key judgements, estimates and assumptions are described in note 16 on pages 66 and 67.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimates. The risk of an over or under estimation of fair values is greater when methodologies are applied using more subjective inputs.
(c) Valuation of investments
Investments that are quoted on an exchange are valued using closing bid prices. If there has been no material trading in an investment, it will be valued using the process for unquoted investments, described below.
Investments in shares that are not quoted on any Stock Exchange (unquoted investments) represent a significant part of the Company's portfolio. Such investments are held at fair value, which requires significant estimation in concluding on their fair value. The Company's AIFM conducts valuations for the portfolio holdings on a quarterly basis. Each quarter, the Audit, Risk and Valuation Committee reviews a report on the revaluations undertaken on the unquoted holdings during the period and challenges the considerations and key assumptions made, where appropriate, to ensure that the valuations are reliable. Investments in shares that are not quoted on any stock exchange (unquoted investments) represent a significant part of the Company's portfolio and may include common stock, preferred stock, warrants and other option-like instruments. Those investments are carried at their estimated fair values, consistent with the UK accounting convention FRS 102 and the recommendations on best practices of the International Private Equity and Venture Capital ("IPEV") guidelines issued in December 2022. The following factors will be considered in determining the fair value of an unquoted asset:
(i) Investments which are not traded in an active market are valued using the price of a recent investment, where there are no factors observed to suggest a material change in fair value.
(ii) Where (i) is no longer considered appropriate, investments are valued at the price used in a material arm's length transaction by an independent third party, and where there is no impact on the rights of existing shareholders.
(iii) In the absence of (ii), one of the following methods may be used:
a. Revenue, Gross Profit or EBITDA multiples, based on listed investments and private market transactions in the relevant sector, adjusted for differences such as lack of marketability, size and growth profile.
b. Recent transaction prices adjusted for the company's performance against key milestones and the complexity of the capital structure.
c. Probability-weighted expected return scenarios, discounted at a risk-adjusted rate of return.
d. Discounted cash flows analyses based on estimate future cash flows with an appropriate discount rate.
e. Option price modelling.
(iv) Investments in funds (which are invariably comprised of unquoted investments) are valued using the NAV per unit with an appropriate discount or premium applied to arrive at a unit price.
Where models are used in valuing an investment, significant judgements are made in estimating the various inputs into the models and recognising the sensitivity of such estimates, especially in early-stage pre-revenue enterprises. Examples of the factors where significant judgement is made include, but are not limited to - the probability assigned to the relative success or failure of an enterprise; the probable future outcome paths; discount rates; growth rates; terminal value; selection of appropriate market comparable companies, the reliability of future revenue and growth forecasts and the likely exit scenarios for the investor company, for example, IPO or trade sale. In making judgements in regard to the probability of an investee outcome, it must be noted that due to the nature of the investee company's activity, its future outcome may, to a greater or lesser extent, be binary, for example, if an investee company is developing one particular drug and that fails its required trials then the outcome may be terminal for that enterprise. It should be noted that the most significant event that will drive valuation change in investee companies are company-specific events that would give rise to a valuation inflexion point (known also as a 'triggering event'). An example of a material inflexion point in a bio-pharma company would be the successful completion of a drug trial or its approval by a regulatory authority.
These valuation methods may lead to a company being valued on a suitable price-earnings ratio to that company's historic, current or forecast post-tax earnings before interest and amortisation. The ratio used will be based on a comparable sector but the resulting value will be adjusted to reflect points of difference identified when compared to the market sector (in which the investment would reside if it were it listed) including, inter alia, a lack of marketability.
(d) Accounting for reserves
Capital reserve
Gains and losses on sales of investments are included in the Income Statement and in capital reserves within "Gains and losses on sales of investments". Increases and decreases in the valuation of investments held at the year end are included in the Income Statement and in capital reserves within "Holding gains and losses on investments".
Foreign exchange gains and losses on cash and deposit balances are included in the Income Statement and in capital reserves.
Special reserve
The special reserve is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company's own shares.
Revenue reserve
The revenue reserve reflects all income and expenditure recognised in the revenue column of the Income Statement and any surplus is distributable by way of dividend.
(e) Income
Dividends receivable are included in revenue on an ex-dividend basis except where, in the opinion of the board, the dividend is capital in nature, in which case it is included in capital.
Overseas dividends are included gross of any withholding tax.
Deposit interest outstanding at the year end is calculated and accrued on a time apportionment basis using market rates of interest.
Income arising from fixed interest securities is recognised in accordance with the effective interest rate method. This approach allocates interest income, including premiums, discounts, and directly attributable transaction costs, over the relevant period so as to reflect a constant rate of return on the carrying amount of the security.
(f) Expenses
All expenses are accounted for on an accruals basis. Expenses are allocated wholly to revenue, except that:
- Any performance fee is charged wholly to capital.
- Expenses incidental to the purchase or sale of an investment are charged to capital. These expenses are commonly referred to as transaction costs and mainly comprise brokerage commission. Details of transaction costs are given in note 7 on page 64.
(g) Finance costs
Finance costs, comprising loan and overdraft interest, are charged wholly to revenue.
(h) Financial instruments
Cash and cash equivalents may comprise cash and demand deposits which are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value.
Other debtors and creditors do not carry any interest, are short-term in nature and are accordingly stated at nominal value, with debtors reduced by appropriate allowances for estimated irrecoverable amounts.
(i) Taxation
The tax charge for the year includes a provision for all amounts expected to be received or paid. Deferred tax is provided on all timing differences that have originated but not reversed by the accounting date. Deferred tax liabilities are recognised for all taxable timing differences but deferred tax assets are only recognised to the extent that it is probable that taxable profits will be available against which those timing differences can be utilised. Deferred tax is measured at the tax rate which is expected to apply in the periods in which the timing differences are expected to reverse, based on tax rates that have been enacted or substantively enacted at the balance sheet date and is measured on an undiscounted basis.
(j) Value added tax ("VAT")
Expenses are disclosed inclusive of any related irrecoverable VAT.
(k) Foreign currency
In accordance with FRS 102, the Company is required to determine a functional currency, being the currency in which the Company predominantly operates. The board, having regard to the currency of the Company's share capital and the predominant currency in which its shareholders operate, has determined that sterling is the functional currency and the currency in which the accounts are presented.
Transactions denominated in foreign currencies are converted at actual exchange rates as at the date of the transaction. Monetary assets, liabilities and equity investments held at fair value, denominated in foreign currencies at the year end are translated at the rates of exchange prevailing at close of business on the accounting date.
(l) Share issues
Shares issued are recognised based on the proceeds or fair value received, with the excess of the amount received over their nominal value being credited to the share premium account. Direct issue costs are deducted from share premium.
(m) Repurchases of shares for cancellation
The cost of repurchasing the Company's own shares including the related stamp duty and transactions costs is charged to the "Special reserve". Share repurchase transactions are accounted for on a trade date basis. The nominal value of share capital repurchased and cancelled is transferred out of "Called-up share capital" and into "Capital redemption reserve".
2. Income
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Income from investments |
|
|
|
UK dividends |
87 |
- |
|
Interest from debt securities |
38 |
123 |
|
Bank interest |
80 |
72 |
|
|
205 |
195 |
3. Management fee
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Management fee |
927 |
893 |
|
|
927 |
893 |
Under the terms of the AIFM Agreement, a quarterly management fee is payable to the Investment Manager. The fee is calculated and accrued daily based on the Company's market capitalisation. The fee is payable at a rate of the aggregate of 1.0% per annum of the market capitalisation up to £600 million, and 0.8% per annum of market capitalisation over £600 million. No performance fee is payable for the current or prior year and no provision is required at 31 December 2025.
Details of all transactions with the Manager are given in note 14 on page 66.
4. Administrative expenses
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Administration fees |
98 |
118 |
|
AIFM fees |
165 |
165 |
|
Audit fees1 |
190 |
234 |
|
Broker fees |
40 |
40 |
|
Custody fees |
32 |
53 |
|
Depositary fees |
28 |
31 |
|
Directors fees2 |
150 |
184 |
|
Legal & professional fees |
42 |
232 |
|
Registrar fees |
40 |
35 |
|
Valuation fees |
60 |
21 |
|
Other expenses |
160 |
238 |
|
|
1,005 |
1,351 |
1 No amounts are payable to the auditor for non-audit services. The current year fee is estimated at £190,000. The 2024 audit fee was £210,000 but was reported as £234,000 due to an under‑accrual of £23,720 from the 2023 audit, which was adjusted in the year 2024.
2 Details payable to the Directors are given in the Remuneration Report on pages 44 to 46.
5. Taxation
(a) Analysis of tax charge for the year
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Taxation on ordinary activities |
- |
- |
- |
- |
- |
- |
The Company has no corporation tax liability for the year ended 31 December 2025 (2024: nil).
(b) Factors affecting tax charge for the year
|
|
2025 |
2024 |
||||
|
|
Revenue |
Capital |
Total |
Revenue |
Capital |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Net return before taxation |
(1,727) |
18,232 |
16,505 |
(2,049) |
(47,284) |
(49,333) |
|
Net return before taxation multiplied by the Company's applicable rate of corporation tax for the year of 25% (2024: 25%) |
(432) |
4,558 |
4,126 |
(512) |
(11,821) |
(12,333) |
|
Effects of: |
|
|
|
|
|
|
|
Capital (gain)/loss on investments |
- |
(4,558) |
(4,558) |
- |
11,821 |
11,821 |
|
UK dividends which are not taxable |
- |
- |
- |
- |
- |
- |
|
Disallowed expenses |
- |
- |
- |
15 |
- |
15 |
|
Unrelieved management expenses |
432 |
- |
432 |
497 |
- |
497 |
|
Taxation on ordinary activities |
- |
- |
- |
- |
- |
- |
(c) Deferred taxation
The Company has an unrecognised deferred tax asset £8,971,000 (2024: £8,539,000) arising from unutilised tax losses of £35,885,000 (2024: £34,158,000) based on a prospective corporation tax rate of 25% (2024: 25%).
The deferred tax asset has arisen due to the cumulative excess of deductible expenses over taxable income. Given the composition of the Company's portfolio, it is not likely that this asset will be utilised in the foreseeable future and therefore no asset has been recognised in the accounts.
Given the Company's intention to meet the conditions required to retain its status as an Investment Trust Company, no provision has been made for deferred tax on any capital gains or losses arising on the revaluation or disposal of investments.
6. Return per share
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Revenue loss |
(1,727) |
(2,049) |
|
Capital return |
18,232 |
(47,284) |
|
Total return |
16,505 |
(49,333) |
|
Weighted average number of shares in issue during the year |
733,217,237 |
831,534,516 |
|
Revenue loss per share |
(0.24) |
(0.25) |
|
Capital return per share |
2.49 |
(5.69) |
|
Return per share (pence) |
2.25 |
(5.94) |
The basic and diluted loss per share is the same because there are no dilutive instruments in issue.
7. Investments held at fair value through profit or loss
(a) Movement in investments
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Opening book cost |
528,514 |
553,693 |
|
Opening investment holding losses |
(367,417) |
(343,600) |
|
Opening fair value |
161,097 |
210,093 |
|
Purchases at cost |
31,775 |
55,220 |
|
Sales proceeds |
(75,360) |
(56,949) |
|
Gains/(losses) on investments held at fair value through profit or loss |
18,378 |
(47,267) |
|
Closing fair value |
135,890 |
161,097 |
|
Closing book cost |
512,482 |
528,514 |
|
Closing investment holding losses |
(376,592) |
(367,417) |
|
Closing fair value |
135,890 |
161,097 |
The Company received £75,360,000 (2024: £56,949,000) from investments sold in the year. The book cost of the investments when they were purchased was £47,807,000 (2024: £80,399,000). These investments have been revalued over time and, until they were sold, any unrealised gains/losses were included in the fair value of the investments.
(b) Unquoted investments, including investments quoted in inactive markets
Material revaluations of unquoted investments during the year 2025
|
|
Opening |
|
|
Closing |
|
|
valuation at |
|
|
valuation at |
|
|
31 December |
Valuation |
Purchases/ |
31 December |
|
|
2024 |
adjustment |
(disposals) |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Revolut LLP |
14,577 |
5,371 |
- |
19,948 |
|
AI Company I |
3,320 |
1,866 |
746 |
5,932 |
|
AgroStar |
7,907 |
(3,566) |
- |
4,341 |
|
Veeam Software |
- |
3,822 |
- |
3,822 |
|
Epsilogen |
2,022 |
37 |
1,049 |
3,108 |
|
Anthos Therapeutics |
3,612 |
(95) |
(1,078) |
2,439 |
|
Federated Wireless |
5,431 |
(3,317) |
- |
2,114 |
|
Genomics |
3,738 |
(2,374) |
- |
1,364 |
|
Ada Health |
4,248 |
(4,248) |
- |
- |
|
Securiti |
3,992 |
893 |
(4,885) |
- |
Material revaluations of unquoted investments during the year 2024
|
|
Opening |
|
|
Closing |
|
|
valuation at |
|
|
valuation at |
|
|
31 December |
Valuation |
Purchases/ |
31 December |
|
|
2023 |
adjustment |
(disposals) |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Revolut LLP |
7,888 |
6,689 |
- |
14,577 |
|
Salica Environmental Technologies Fund |
10,918 |
(2,750) |
- |
8,168 |
|
Ada Health |
9,638 |
(5,390) |
- |
4,248 |
|
AI Company I |
1,651 |
1,669 |
- |
3,320 |
|
Bizongo |
5,585 |
(4,946) |
- |
639 |
|
Reaction Engines |
10,625 |
(10,625) |
- |
- |
|
OcuTerra |
4,804 |
(4,804) |
- |
- |
Material disposals of unquoted investments during the year 2025
|
|
|
|
|
Gain/(loss) |
|
|
|
Carrying |
|
on carrying |
|
|
|
value at |
|
value at |
|
|
|
31 December |
Sales |
31 December |
|
|
Book cost |
2024 |
Proceeds |
2025 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Araris Biotech |
5,457 |
3,071 |
21,433 |
18,362 |
|
Securiti (now Veeam Software) |
3,915 |
3,992 |
4,885 |
893 |
Material disposals of unquoted investments during the year 2024
|
|
|
|
|
Gain/(loss) |
|
|
|
Carrying |
|
on carrying |
|
|
|
value at |
|
value at |
|
|
|
31 December |
Sales |
31 December |
|
|
Book cost |
2023 |
Proceeds |
2024 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Kymab |
- |
4,539 |
4,539 |
- |
|
Carmot Therapeutics |
1,358 |
4,262 |
3,148 |
(1,114) |
(c) Transaction costs
The following transaction costs, comprising stamp duty and brokerage commission, were incurred in the year:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
On disposals |
7 |
13 |
|
|
7 |
13 |
8. Current assets
|
|
2025 |
2024 |
|
Debtors |
£'000 |
£'000 |
|
Dividends and interest receivable |
- |
184 |
|
Other debtors |
109 |
114 |
|
|
109 |
298 |
The Directors consider that the carrying amount of accrued income and debtors approximate to their fair value.
Cash at bank
The carrying amount of cash, amounting to £6,203,000 (2024: £1,948,000) represents its fair value.
9. Creditors: amounts falling due within one year
|
|
2025 |
2024 |
|
Creditors: amounts falling due within one year |
£'000 |
£'000 |
|
Repurchase and cancellation of the Company's own shares awaiting settlement |
- |
21 |
|
Management fee payable |
475 |
208 |
|
Other creditors and accruals |
506 |
669 |
|
|
981 |
898 |
The Directors consider that the carrying amount of creditors falling due within one year approximates to their fair value.
10. Called-up share capital
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Ordinary shares of 1p each allotted, called up and fully paid: |
|
|
|
Opening balance of 814,492,025 (2024: 857,360,026) shares |
8,145 |
8,573 |
|
Repurchase and cancellation of 179,130,100 (2024: 42,868,001) shares |
(1,791) |
(428) |
|
Closing balance of 635,361,925 (2024: 814,492,025) shares |
6,354 |
8,145 |
During the year, the Company made market purchases of 179,130,100 of its own shares, with a nominal value of £1,791,000, for cancellation. This represented 2.2% of the shares outstanding at the beginning of the year, and the total consideration paid amounted to £37,380,000. Of these repurchases, 5,909,126 shares were acquired to help manage volatility in the share price discount to NAV per share, while 173,220,974 shares were repurchased through the tender offer to return capital to shareholders.
11. Reserves
|
|
Capital reserves |
|||
|
|
Capital |
Special |
Capital |
Revenue |
|
|
redemption1 |
reserve2 |
reserve3 |
reserve4 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 December 2024 |
941 |
877,859 |
(693,448) |
(31,052) |
|
Gains on sales of investments |
- |
- |
27,553 |
- |
|
Change in unrealised losses on investments at fair value through profit or loss |
- |
- |
(9,175) |
- |
|
Repurchase and cancellation of the Company's own shares |
1,791 |
(37,380) |
- |
- |
|
Costs associated with managed wind-down and tender offer |
- |
(349) |
- |
- |
|
Exchange loss |
- |
- |
(146) |
- |
|
Retained revenue loss for the year |
- |
- |
- |
(1,727) |
|
At 31 December 2025 |
2,732 |
840,130 |
(675,216) |
(32,779) |
|
|
Capital reserves |
|||
|
|
Capital |
Special |
Capital |
Revenue |
|
|
redemption1 |
reserve2 |
reserve3 |
reserve4 |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
At 31 December 2023 |
513 |
883,145 |
(646,164) |
(29,003) |
|
Losses on sales of investments |
- |
- |
(23,450) |
- |
|
Change in unrealised losses on investments at fair value through profit or loss |
- |
- |
(23,817) |
- |
|
Repurchase and cancellation of the Company's own shares |
428 |
(5,286) |
- |
- |
|
Exchange loss |
- |
- |
(17) |
- |
|
Retained revenue loss for the year |
- |
- |
- |
(2,049) |
|
At 31 December 2024 |
941 |
877,859 |
(693,448) |
(31,052) |
Company's articles of association permit dividend distributions out of realised capital profits.
1 The capital redemption reserve represents the accumulated nominal value of shares repurchased for cancellation. This reserve is not distributable.
2 This is a distributable capital reserve arising from the cancellation of the share premium, and may be distributed as dividends or used to repurchase the Company's own shares.
3 Capital Reserves represent a realised and unrealised net amount and a positive balance may be used to purchase the companys own shares. This reserve may include some holding gains on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company's own shares) and those that are unrealised.
4 A positive balance on the revenue reserve may be distributed as dividends or used to repurchase the Company's own shares.
12. Net asset value per share
|
|
2025 |
2024 |
|
Net assets (£'000) |
141,221 |
162,445 |
|
Shares in issue at the year end |
635,361,925 |
814,492,025 |
|
Net asset value per share (pence) |
22.23 |
19.94 |
13. Uncalled capital commitments
At 31 December 2025, the Company had no uncalled capital commitments (2024: £1,049,000) in respect of follow-on investments, which may be called by investee companies, subject to their achievement of certain milestones and objectives.
14. Transactions with the Manager and Alternative Investment Fund Manager (AIFM)
Under the terms of the AIFM Agreement, the Manager is entitled to receive a management fee and a company secretarial fee. Details of the basis of the management fee calculation are given in the Directors' Report on page 36. A management fee amounting to £927,000 (2024: £893,000) is payable to Schroder Investment Management Limited for the year ended 31 December 2025, of which £475,000 (2024: £208,000) was outstanding at the year end.
Fees amounting to £165,000 (2024: £165,000) were payable to Schroder Unit Trusts Limited for services as AIFM, following its appointment as AIFM with effect from 1 October 2022, of which £84,000 (2024: £41,000) was outstanding at the year end.
Under the terms of the Alternative Investment Management Agreement dated 29 September 2022, Schroder Unit Trusts Limited may reclaim from the Company certain expenses which it has paid on behalf of the Company to the third party administrator in connection with accounting and administrative services provided to the Company. These charges amounted to £98,000 (2024: £118,000), of which £41,000 (2024: £177,000) was outstanding at the year end.
No Director of the Company served as a Director of any member of the Schroder Group or its affiliates at any time during the year.
15. Related party transactions
Details of the remuneration payable to Directors are given in the Directors' Remuneration Report on page 45 and details of Directors' shareholdings are given in the Directors' Remuneration Report on page 46. Details of transactions with the Manager, the AIFM and its associated companies are given in note 14 above. There have been no other transactions with related parties during the year (2024: nil).
16. Disclosures regarding financial instruments measured at fair value
The Company's financial instruments within the scope of FRS 102 that are held at fair value comprise its investment portfolio and derivative financial instruments.
FRS 102 requires that financial instruments held at fair value are categorised into a hierarchy consisting of the three levels below. A fair value measurement is categorised in its entirety on the basis of the lowest level input that is significant to the fair value measurement.
Level 1 - valued using unadjusted quoted prices in active markets for identical assets.
Level 2 - valued using observable inputs other than quoted prices included within Level 1.
Level 3 - valued using inputs that are unobservable.
Details of the Company's policy for valuing investments and derivative instruments are given in note 1(c) on pages 59 to 60 and 1(g) on page 61. Level 3 investments have been valued in accordance with note 1(c)(i) - (iv).
The primary technique for investments with no expected short-term earnings or where the investment outcome is based on a discrete set of (often binary) scenarios and for which investments are funded for, is the milestone approach. This is typically the case for pre-revenue and clinical life science investments. The milestone approach is based on a set of agreed milestones at the time of the initial investment. These include various measurements depending on the type of investment, the industry as well as the key drivers of the investment company. Progress against these milestones is measured at each valuation date and drives fair value changes. If a milestone event was achieved or if it was failed to achieve, a variety of valuation techniques may be used to quantify the resulting fair value impact.
The primary technique for investments that are producing either maintainable revenues or earnings is the market approach. This approach determines the fair value of a company based on the market price of selected comparable companies or recent transactions (or a combination of both) and its relationship to relevant performance measures with the assumption that the relationship between the market price and the financial performance of the comparable company is similar. The relevant multiples can be subject to adjustments for general qualitative differences between the underlying portfolio company and the comparable companies. These adjustments may include, but are not limited to, differences due to size, marketability, growth profile or the market size of end-markets.
The primary technique for investments that have not yet or have just commenced to produce revenues and that possess material future earnings potential is the Probability-Weighted-Expected-Return-Method ("PWERM"). It involves estimating the expected cash flows of the company under different scenarios, such as best-case, base-case, and worst-case scenarios. Each scenario is assigned a probability based on the likelihood of its occurrence. The expected cash flows are then discounted back to their present value using an appropriate discount rate, which reflects the risk and uncertainty associated with each scenario. The PWERM approach also considers other factors such as changes in market conditions, industry trends, competitive landscape, regulatory changes, and other macroeconomic factors. Adjustments are made to the cash flow projections and discount rates to reflect these factors and their potential impact on the company's value.
Once a company's value is established, it is allocated to the company's various share classes. Early-stage, venture and growth investments typically possess complex capital structures with varying rights and economic preferences attached to each share class. To assess the relative value of these individual share classes, either a qualitative scenario-analysis of the expected ultimate pay-off profile of each share class, or an option pricing model is utilised. The relative value of each share class is dependent on the expected time to exit, volatility, and other relevant quantitative or qualitative parameters.
The following table provides an overview of the select (primary) valuation techniques:
|
|
|
2025 |
2024 |
||
|
|
|
|
% of |
|
% of |
|
|
|
Range of |
unquoted |
Range of |
unquoted |
|
Valuation techniques |
Key input |
metric utilised |
portfolio |
metric utilised |
portfolio |
|
Market approach |
|
|
|
|
|
|
Adjusted transaction price |
Premium/(discount) to last Adjusted transaction price |
(44.0)% to 0.0% |
45.5 |
(39.5)% to 0.0% |
35.0 |
|
Multiples-based |
Multiple of Sales |
2.8x to 12.5x |
26.6 |
5.7x to 17.7x |
22.0 |
|
|
Multiple of Gross Profit |
N/A |
- |
9.0x to 15.2x |
15.3 |
|
Milestone approach Probability-weighted-expected return |
Discount rate1 |
30.0% to 25.0% 30.0% to 20.0% |
6.2 15.5 |
0% to 35.0% 20.0% to 30.0% |
4.8 16.5 |
|
Third-party fund NAV |
Last published NAV of third‑party fund |
N/A |
6.2 |
N/A |
6.4 |
N/A No range utilised.
1 The Discount rate is the Key input for the Milestone approach and the Probability-weighted-expected return valuation techniques.
At 31 December, the Company's investment portfolio and any derivative financial instruments were categorised as follows:
|
|
2025 |
|||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Investments in equities - quoted |
2,462 |
18,231 |
- |
20,693 |
|
Investments in equities - unquoted |
- |
- |
115,197 |
115,197 |
|
Total |
2,462 |
18,231 |
115,197 |
135,890 |
The Level 2 asset relates to the holding in Schroders Special Situations - Sterling Liquidity Plus Fund.
|
|
2024 |
|||
|
|
Level 1 |
Level 2 |
Level 3 |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Investments in equities - quoted |
3,125 |
29,635 |
902 |
33,662 |
|
Investments in equities - unquoted |
- |
- |
127,435 |
127,435 |
|
Total |
3,125 |
29,635 |
128,337 |
161,097 |
Movements in fair value measurements included in Level 3 during the year are as follows:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Opening book cost |
487,324 |
473,660 |
|
Opening investment holding losses |
(358,987) |
(327,903) |
|
Opening valuation |
128,337 |
145,757 |
|
Purchases at cost |
5,056 |
19,039 |
|
Sales proceeds |
(35,921) |
(10,507) |
|
Net movement in investment holding gains and losses |
17,725 |
(25,952) |
|
Closing valuation |
115,197 |
128,337 |
|
Closing book cost |
482,580 |
487,324 |
|
Closing investment holding losses |
(367,383) |
(358,987) |
|
Total level 3 investments held at fair value through profit or loss |
115,197 |
128,337 |
The company received £35,921,000 (2024: £10,507,000) from Level 3 investments sold in the year. The book cost of the investments when they were purchased was £9,800,000 (2024: £5,375,000). These investments have been revalued over time and, until they were sold, any unrealised gains/losses were included in the fair value of the investments.
17. Financial instruments' exposure to risk and risk management policies
The investment objective is set out on the inside front cover of this report. In pursuing this objective, the Company is exposed to a variety of financial risks that could result in a reduction in the Company's net assets or a reduction in the profits available for dividends. These financial risks include market risk (comprising currency risk, interest rate risk and market price risk), liquidity risk and credit risk. The Directors' policy for managing these risks is set out below. The board coordinates the Company's risk management policy.
The objectives, policies and processes for managing the risks and the methods used to measure the risks that are set out below, have not changed from those applying in the comparative year.
The Company's classes of financial instruments may comprise the following:
- investments in shares of quoted and unquoted companies which are held in accordance with the Company's investment objective;
- short-term debtors, creditors and cash arising directly from its operations; and
- forward foreign currency contracts, the purpose of which is to manage the currency risk arising from the Company's investment activities.
(a) Market risk
The fair value or future cash flows of a financial instrument held by the Company may fluctuate because of changes in market prices. This market risk comprises three elements: currency risk, interest rate risk and other price risk. Information to enable an evaluation of the nature and extent of these three elements of market risk is given in parts (i) to (iii) of this note, together with sensitivity analyses where appropriate. The board reviews and agrees policies for managing these risks and these policies have remained unchanged from those applying in the comparative year. The Manager assesses the exposure to market risk when making each investment decision and monitors the overall level of market risk on the whole of the investment portfolio on an ongoing basis.
(i) Currency risk
Certain of the Company's assets, liabilities and income are denominated in currencies other than sterling, which is the Company's functional currency and the presentational currency of the accounts. As a result, movements in exchange rates will affect the sterling value of those items.
Management of currency risk
The AIFM monitors the Company's exposure to foreign currencies on a daily basis and reports to the Board, which meets on at least four occasions each year. The Manager measures the risk to the Company of the foreign currency exposure by considering the effect on the Company's net asset value and income of a movement in the rates of exchange to which the Company's assets, liabilities, income and expenses are exposed.
Income denominated in foreign currencies is converted into sterling on receipt.
It is currently not the Company's policy to hedge against currency risk, but the Manager may, with the board's consent and oversight, hedge against specific currencies, depending on their longer term view.
Foreign currency exposure
The fair value of the Company's foreign currency exposure at 31 December are shown below.
|
|
2025 |
|||
|
|
|
Swiss |
US |
|
|
|
Euro |
Francs |
Dollars |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cash at bank |
18 |
17 |
4,842 |
4,877 |
|
Investments held at fair value through profit or loss |
11,004 |
6,345 |
57,423 |
74,772 |
|
Total net foreign currency exposure |
11,022 |
6,362 |
62,265 |
79,649 |
|
|
2024 |
|||
|
|
|
Swiss |
US |
|
|
|
Euro |
Francs |
Dollars |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Cash at bank |
17 |
1 |
7 |
25 |
|
Investments held at fair value through profit or loss |
16,277 |
8,515 |
1,731 |
86,523 |
|
Total net foreign currency exposure |
16,294 |
8,516 |
61,738 |
86,548 |
The above year end amounts are broadly representative of the exposure to foreign currency risk during the current and comparative year.
Foreign currency sensitivity
The following tables illustrate the sensitivity of net profit for the year and net assets with regard to the Company's monetary financial assets and financial liabilities and exchange rates. The sensitivity analysis is based on the Company's foreign monetary and non-monetary currency financial instruments held at each accounting date and assumes a 10% (2024: 10%) appreciation or depreciation in sterling against all the currencies to which the Company is exposed, which is considered to be a reasonable illustration based on the volatility of exchange rates during the year.
If sterling had weakened by 10% this would have had the following effect:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Income Statement - return after taxation |
|
|
|
Revenue return |
13 |
12 |
|
Capital return |
7,965 |
8,655 |
|
Total return after taxation |
7,978 |
8,667 |
|
Net assets |
7,978 |
8,667 |
Conversely if sterling had strengthened by 10% this would have had the following effect:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Income Statement - return after taxation |
|
|
|
Revenue return |
(13) |
(12) |
|
Capital return |
(7,965) |
(8,655) |
|
Total return after taxation |
(7,978) |
(8,667) |
|
Net assets |
(7,978) |
(8,667) |
In the opinion of the Directors, the above sensitivity analysis is broadly representative of the whole of the current and comparative year.
(ii) Interest rate risk
Interest rate movements may affect the level of income receivable on cash balances and the interest payable on the bank overdraft when interest rates are re-set.
Management of interest rate risk
Liquidity and borrowings are managed with the aim of increasing returns to shareholders. The board would not normally expect gearing to exceed 20% where gearing is defined as borrowings used for investment purposes, less cash, expressed as a percentage of net assets.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating interest rates, giving cash flow interest rate risk when rates are re-set, is shown below:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Exposure to floating interest rates: |
|
|
|
Cash at bank |
6,203 |
1,948 |
The floating rate assets comprise cash deposits on call. Sterling cash deposits at call earn interest at floating rates based on Sterling Overnight Index Average rates ("SONIA").
The above year end amount may not be representative of the exposure to interest rates during the year, due to fluctuating cash balances.
Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 1.5% (2024: 1.5%) increase or decrease in interest rates in regards to the Company's monetary financial assets and financial liabilities. This level of change is considered to be a reasonable illustration based on observation of current market conditions. The sensitivity analysis is based on the Company's monetary financial instruments which are exposed to interest rate changes held at the accounting date, with all other variables held constant.
|
|
2025 |
2024 |
||
|
|
1.5% increase |
1.5% decrease |
1.5% increase |
1.5% decrease |
|
|
in rate |
in rate |
in rate |
in rate |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Income statement - return after taxation |
|
|
|
|
|
Revenue return |
93 |
(93) |
29 |
(29) |
|
Capital return |
- |
- |
- |
- |
|
Total return after taxation |
93 |
(93) |
29 |
(29) |
|
Net assets |
93 |
(93) |
29 |
(29) |
(iii) Market price risk
Market price risk includes changes in market prices, other than those arising from interest rate risk, which may affect the value of investments.
Management of market price risk
The Board meets on at least four occasions each year to consider the asset allocation of the portfolio and the risk associated with particular countries and industry sectors. The investment management team has responsibility for monitoring the portfolio, which is selected in accordance with the Company's investment objective and seeks to ensure that individual stocks meet an acceptable risk/reward profile. The Board may authorise the Manager to enter derivative transactions for the purpose of protecting the portfolio against falls in market prices.
Market price risk exposure
The Company's total exposure to changes in market prices at 31 December comprises the following:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Investments held at fair value through profit or loss |
135,890 |
161,097 |
The above data is broadly representative of the exposure to market price risk during the year.
Market price risk sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to an increase or decrease of 20% (2024: 20%) in the fair values of the Company's investments. This level of change is considered to be a reasonable illustration based on observation of current market conditions.
|
|
2025 |
2024 |
||
|
|
20% increase |
20% decrease |
20% increase |
20% decrease |
|
|
in fair value |
in fair value |
in fair value |
in fair value |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
Income statement - return after taxation |
|
|
|
|
|
Revenue return |
- |
- |
- |
- |
|
Capital return |
27,168 |
(27,168) |
32,219 |
(32,219) |
|
Total return after taxation and net assets |
27,168 |
(27,168) |
32,219 |
(32,219) |
|
Percentage change in net asset value |
19.2 |
(19.2) |
19.8 |
(19.8) |
(b) Liquidity risk
This is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities that are settled by delivering cash or another financial asset.
Management of the risk
The Company's assets include readily realisable securities amounting to £20,693,000 (2024: £32,760,000), which can be sold to meet ongoing funding requirements. Additionally, the Company has level 3 investments valued at £115,197,000 (2024: £128,337,000) which are illiquid, but could be sold if required.
Liquidity risk exposure
Contractual maturities of financial liabilities and commitments, based on the earliest date on which payment can be required are as follows:
|
|
2025 |
2024 |
||||||
|
|
|
More than |
|
|
|
More than |
|
|
|
|
|
three |
|
|
|
three |
|
|
|
|
|
months |
|
|
|
months |
|
|
|
|
Three |
but not |
More |
|
Three |
but not |
More |
|
|
|
months |
more than |
than |
|
months |
more than |
than |
|
|
|
or less |
one year |
one year |
Total |
or less |
one year |
one year |
Total |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
Other creditors and accruals |
981 |
- |
- |
981 |
898 |
- |
- |
898 |
|
Uncalled capital commitments |
- |
- |
- |
- |
- |
1,049 |
- |
1,049 |
|
|
981 |
- |
- |
981 |
898 |
1,049 |
- |
1,947 |
(c) Credit risk
Credit risk is the risk that the failure of the counterparty to a transaction to discharge its obligations under that transaction could result in loss to the Company.
Management of credit risk
This risk is not significant and is managed as follows:
Portfolio dealing
The credit ratings of broker counterparties is monitored by the AIFM and limits are set on exposure to any one broker.
Exposure to the custodian
The custodian of the Company's assets is J.P. Morgan Securities LLC which has Long-Term Credit Ratings of AA- with Fitch and A1 with Moody's. The Company's investments are held in accounts which are segregated from the custodian's own trading assets. If the custodian were to become insolvent, the Company's right of ownership of its investments is clear and they are therefore protected. However the Company's cash balances are all deposited with the custodian as banker and held on the custodian's balance sheet. Accordingly, in accordance with usual banking practice, the Company will rank as a general creditor to the custodian in respect of cash balances.
Credit risk exposure
The amounts shown in the balance sheet under debtors and cash at bank and in hand represent the maximum exposure to credit risk at the current and comparative year ends. No debtors are past their due date and none have been provided for. There has been no stock lending during the year, or prior year.
(d) Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried in the balance sheet at fair value, or the balance sheet amount is a reasonable approximation of fair value.
18. Analysis of changes in net debt
|
|
At |
Non- |
|
At |
|
|
31 December |
cashflow |
|
31 December |
|
|
2024 |
change |
Cashflows |
2025 |
|
|
£'000 |
£000 |
£'000 |
£'000 |
|
Cash at bank |
|
|
|
|
|
Cash at bank |
1,948 |
(146) |
4,401 |
6,203 |
19. Capital management policies and procedures
The Company's capital is represented by its net assets, which are managed to achieve the Company's investment objective, as set out on page 20. The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company's capital on an ongoing basis. The Board has now concluded its capital discipline policy, and it is unlikely that share buybacks will occur in the future. Instead, the Board will prioritise the return of capital to shareholders, as announced in the Circular published in January 2025.
Externally imposed capital requirements
The Company is subject to several externally imposed capital requirements, including:
- The investment policy approved by shareholders, which sets limits on the composition and management of the portfolio.
- Restrictions within the AIFM Agreement, including leverage monitoring and risk‑based limits under the AIFMD regime.
- The provisions of the Companies Act 2006, which require that dividends and share buybacks are made only from distributable reserves.
- Any borrowing or overdraft facility terms, which may impose gearing limits or covenant conditions.
Compliance with capital requirements
The Company has complied with all externally imposed capital requirements throughout the year and up to the date of approval of these financial statements.
The Company's debt and capital structure comprises the following:
|
|
2025 |
2024 |
|
|
£'000 |
£'000 |
|
Equity |
|
|
|
Called-up share capital |
6,354 |
8,145 |
|
Reserves |
134,867 |
154,300 |
|
Total equity |
141,221 |
162,445 |
20. Post balance sheet events
There have been no significant events since the year end that would require adjustment to, or disclosure in, the financial statements.
Status of results announcement
2025 Financial Information
The figures and financial information for 2025 are extracted from the annual report and financial statements for the year ended 31 December 2025 and do not constitute the statutory accounts for that year. The annual report and financial statements include the Report of the Independent Auditors which is unqualified and does not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006. The annual report and financial statements will be delivered to the Registrar of Companies in due course.
2024 Financial Information
The figures and financial information for 2024 are extracted from the published annual report and financial statements for the year ended 31 December 2024 and do not constitute the statutory accounts for the year. The annual report and financial statements have been delivered to the Registrar of Companies and included the Report of the Independent Auditors which was unqualified and did not contain a statement under either section 498(2) or section 498(3) of the Companies Act 2006.
Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.
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