LONDON STOCK EXCHANGE ANNOUNCEMENT

SCHRODERS CAPITAL GLOBAL INNOVATION TRUST PLC

(the "Company")

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 

Information disclosed in accordance with DTR 4.1

 

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

Tim Edwards, Chair of the Company, commented:

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

 

Key Highlights:

• The Company's NAV per share for the year to 31 December 2024 fell by 21.2% and the share price by 24.9%. The legacy portfolio saw a decrease in value of 33.7% during the year, accounting for 97% of the total fair value loss.
• The Company's holding in Revolut saw its valuation written up by 85%, contributing positively to the Company's NAV.
• Three new investments were made across the three strategies of venture, growth, and life sciences which align with the Investment Manager's successful 25-year track record.
• During the year, the Company made realisations of equities totalling £39.4 million. As of 31 December 2024, the Company had £31.6 million in cash and liquid money market funds and £3.1 million in liquid public equity investments to meet the funding requirements of the existing portfolio, finalise the remaining buyback programme, fund the initial return of capital, and meet ongoing operating costs. 
• Post the year end the Company announced that its portfolio company Araris Biotech AG, a Swiss biotechnology company, had entered into an agreement to be acquired by Taiho Pharmaceutical Co. Ltd. The upfront payment will generate a distribution of approximately $24.3m (£18.7m) at closing (7.2x upfront gross multiple of invested capital ("MoIC")), and potential additional distributions of up to $43.6m (£33.7m) subject to near and long-term milestones (20.2x total gross MoIC). 
• Following shareholders voting in favour of the discontinuation resolution to provide for the managed wind-down of the Company, the Board's 2025 strategic focus has changed to undertake a managed wind-down of the Company and realise all existing assets in the portfolio in an orderly manner. The Board will aim to achieve a balance between returning cash to shareholders in a timely manner and maximising value.

 

Results webinar

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

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
Katherine Fyfe (Company Secretary)	020 7658 6000

 

 

Chair's Statement

Introduction and managed wind-down strategy

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

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

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

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

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

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

Performance

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

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

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

As at 31 December 2024, the Company had £31.6 million in cash and liquid money market funds, and £3.1 million in liquid public equity investments¹.

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

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

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

Completion of capital discipline policy

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

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

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

Valuation process for private investments

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

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

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

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

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

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

Board composition

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

Annual General Meeting ("AGM")

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

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

Results webinar

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

Outlook

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

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

 

 

Tim Edwards

Chair

27 March 2025

 

Investment Manager's Review

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

Summary

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

-          The main detractors from performance over the 12-month period, included holdings in Oxford Nanopore and Reaction Engines. On the positive side, within the new investment portfolio¹, the position in Revolut provided a bright spot. Overall, the legacy portfolio¹ saw a decrease in value of 33.7% during the year, accounting for 97% of the total fair value² loss.

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

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

-          New investments totalling £13.1 million into three companies were completed (Neurona Therapeutics, AI Company II³, AI Company III³) across our three strategies: venture, growth and life sciences. Additionally, £6.0 million of follow-on investments were made.

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

-          As of 31 December 2024, the Company had £31.6 million in cash and liquid money market funds and £3.1 million in liquid public equity investments⁴ to meet the funding requirements of the existing portfolio, finalise the remaining buyback programme, fund the initial return of capital, and meet ongoing operating costs. Of these cash reserves, £608,821 were spent on buybacks in January and February 2025.

Source: HSBC/Schroders.

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

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

³Actual name not disclosed due to confidentiality.

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

Financial performance

2024 performance

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

This 25.2% decrease in NAV comprised:

-    Public equity holdings: -11.0%

-    Private equity venture holdings: -5.4%

-    Private equity life science holdings: -3.1%

-    Private equity growth holdings: -3.0%

-    Money market funds*: +0.6%

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

-    Costs and other movements: -0.9%

*Standard Variable Net Asset Value Money Market Fund.

Attribution analysis (£m)

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

 

Source: HSBC / Schroders.

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

Public equity holdings

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

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

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

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

Private equity venture holdings

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

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

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

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

Private equity life science holdings

11 of 12

life sciences portfolio companies have reached clinical stage

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

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

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

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

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

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

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

¹Assets inherited from previous Portfolio Manager.

²Investments made by Schroder Capital.

 

Private equity growth holdings

29%

average sales growth for growth portfolio companies¹

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

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

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

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

Foreign exchange

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

Cash and debt

£31.6m

Cash position and liquid money market funds

As of 31 December 2024, the Company had £31.6 million in cash and liquid money market funds and £3.1 million in liquid public equity investments² to meet the funding requirements of the existing portfolio, finalise the remaining buyback programme, fund the initial return of capital, and meet ongoing operating costs.

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

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

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

Investment activity

Realisations

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

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

After the year end, it was announced that Anthos Therapeutics will be acquired by Novartis. This investment is expected to generate 1.9x gross MoIC¹ on the upfront payment and up to 3.2x with milestones. The transaction is due to complete during 2025.

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

¹Multiple on invested capital.

Investments

3

new portfolio companies added in the past 12-months

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

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

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

LIFE SCIENCES

Neurona Therapeutics

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

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

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

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

Cash runway analysis

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

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

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

Expected cash runways for portfolio companies

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

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

Outlook

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

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

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

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

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

Tim Creed and Harry Raikes

Portfolio Managers

27 March 2025

 

Top 10 holdings

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

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

 

Source: HSBC/Schroders.

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

 

Atom Bank

Leading UK app-only challenger bank

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

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

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

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

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

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

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

Revolut

Global neobank and financial technology company

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

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

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

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

-          Deposits increased 20% to £15.1 billion.

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

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

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

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

Salica Environmental Technologies Fund

Fund that invests in emerging environmental technologies

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

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

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

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

Back Market

Global marketplace for refurbished devices

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

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

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

 

Principal and emerging risks and uncertainties

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

Risk assessment and internal controls review by the Board

 

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

 

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

 

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

 

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

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

 

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

 

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

 

Risk	Mitigation and management	Status
Strategy
Maximising returns The 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 realized 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 would be detrimental to returning value to shareholders. The Board will seek regular advice from its advisers regarding the most appropriate timing and mechanism to return capital to shareholders.	NEW RISK
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 and invest in existing investee companies. 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.	NEW RISK
Economic and market The portfolio will normally be fully invested and as such will therefore 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.	The Investment Manager is experienced and has a long track record in successfully investing in private equity and venture. The Investment Manager spreads investment risk by investing in high quality companies at various stages of their development. Having the flexibility to continue to hold these investments as they transition to public entities taps into the growth potential of businesses throughout their life cycle. The global mandate allows the Investment Manager to diversify the portfolio geographically and thus mitigate against challenging economic conditions of a single market or sector. The Investment Manager will not normally hedge against foreign currency movements, but does take into account the risk when making investment decisions. Further details on financial risks and risk mitigation are detailed in note 18 to the accounts.
Investment
Portfolio Portfolio risk encompasses valuation, and concentration risks. 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. Realisations will vary, and it is anticipated that there will be both positive and negative variance from sales prices to valuations during the managed wind-down. 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 entire 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. Valuations are considered and challenged by the Audit, Risk and Valuations Committee on a quarterly basis as well as on an ad hoc basis where required together with scrutiny by the Auditor on an annual basis. The Investment Manager conducts regular reviews of investee companies through regular engagement to monitor progress and ensure milestones are adequately met. Short term liquidity issues are mitigated over time when such companies deliver on their milestones and value is recognised.
Concentration risk The 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. 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 the Investment Manager believe that having undue concentration of investments in a small number of assets or sectors is not beneficial for the long-term health and stability of the portfolio. During the wind-down, the Investment Manager will seek to realise investments at their natural exit points during future liquidity events to ensure maximum exit value and shareholder returns. During this period, the Investment Manager and Board will be committed to actively overseeing and evaluating the portfolio to identify and mitigate any potential associated risks.	NEW RISK
Shares The Company may experience volatility in its share price, both as a function of volatility in its net asset value and a reduction in share liquidity as capital is returned to shareholders, which may result in a continued or possibly wider discount to net asset value.	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. Disposals will be completed in a manner that preserves shareholder value.	NEW RISK
Liquidity Insufficient liquid resources to meet its ongoing financial demands.	The Company has no loan facility in place and its assets include readily realisable securities which can be sold to meet ongoing funding requirements. The Investment Manager manages its liquid investments to ensure that sufficient cash is available to meet contractual commitments. A cash buffer is also held to meet other short-term needs. The Company had cash of £1.9 million (2023: £2.9 million) as at 31 December 2024. In addition, the Company has a £29.6 million holding in the Schroder Special Situations - Sterling Liquidity Plus Fund, which is a money market fund with daily redemption terms. The Board reviews the Company's cash flow forecasts under various stressed scenarios on an ongoing basis.
Key person dependency The Investment Manager operates a team approach to portfolio management and decision-making so the risk arising from the departure of one or more of the Investment Manager's key investment professionals should not necessarily prevent the Company from achieving its investment objective. The Investment Manager's resources could become stretched through the launch of new products or team departures leading to a lack of focus on the Company's portfolio, particularly given the status of the managed wind-down. The Manager could terminate its contract with the Company. This event would have an impact on the management of the portfolio requiring renegotiation or substitution, likely on less favourable terms.	The Investment Manager has a compensation and incentive scheme to recruit and retain key staff including the portfolio managers, and has developed a suitable succession planning programme, which seeks to ease the impact that additional workload and/or the loss of a key investment professional may have on the Company's performance. The Investment Manager will notify any change in its key professionals to the Board at the earliest possible opportunity and the Board will be made aware of all efforts made to fill a vacancy. Furthermore, investment decisions are made by a team of professionals, mitigating the impact of the loss of any key professional within the Investment Manager's organisation on the Company's performance. The AIFM agreement includes clauses which set out the notice periods for termination from either party as detailed in the Directors' Report on page 37 of the full annual report and financial statements.
ESG and climate change Failure by the Investment Manager to identify potential ESG matters in an investee company, given their private nature, could lead to the Company's shares being less attractive to investors as well as potential valuation issues in the underlying investee company.	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 a standard exclusions list, more 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.	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. Directors are invited to a Manager hosted two-day annual internal controls briefing sessions which covers the internal controls of its key service providers including the Company's depositary and custodian, HSBC, the Company's registrar, Equiniti, and Schroders Group Internal Audit team. In addition, the Audit, Risk and Valuation Committee reviews reports on the external audits of the internal controls operated by certain key service providers.
Information technology and information security 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. In addition, the Board receives an annual presentation from the Manager on cyber risk.
Taxation The Company carried on business as an investment trust however, failure to comply with section 1158 of the Corporation Tax Act 2010 may be a negative impact on the Company. The Board expects that the Company will continue to fulfil the relevant conditions to qualify as an investment trust in the short term. However, as the managed wind-down progresses, the Company cannot guarantee that it will maintain continued compliance with all of such conditions, including the condition to maintain a spread of investment risk, particularly in its latter stages when the portfolio has been fully realised. The basis of taxation of any shareholder's investment in the Company may differ or change materially if the Company fails or ceases to maintain investment trust status.	The Board and the Manager monitor compliance with the investment trust rules, seeking advice where appropriate and liaise regularly with HMRC.	NEW RISK

 

Viability statement

 

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

 

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

 

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

 

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

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

 

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

 

 

Going concern

 

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

 

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

 

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

 

By order of the Board

 

Schroder Investment Management Limited

Company Secretary

 

27 March 2025

 

Statement of Directors' Responsibilities

Directors' responsibilities

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

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

-          select suitable accounting policies and then apply them consistently;

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

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

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

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

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

Directors' statement

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

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

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

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

On behalf of the Board

Tim Edwards

Chair

27 March 2025

 

Income Statement

for the year ended 31 December 2024

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

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

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

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

Statement of Changes in Equity

for the year ended 31 December 2024

		Called-up		Capital
		share	Share	redemption	Special	Capital	Revenue
	Note	capital	premium	reserve	reserve	reserves	reserve	Total
At 31 December 2022		9,042	891,017	44	-	(615,003)	(27,178)	257,922
Cancellation of share premium1		-	(891,017)	-	891,017	-	-	-
Repurchase and cancellation of the Company's
own shares		(469)	-	469	(7,872)	812	-	(7,060)
Net loss after taxation		-	-	-	-	(31,973)	(1,825)	(33,798)
At 31 December 2023	11,12	8,573	-	513	883,145	(646,164)	(29,003)	217,064
Repurchase and cancellation of the Company's
own shares		(428)	-	428	(5,286)	-	-	(5,286)
Net loss after taxation		-	-	-	-	(47,284)	(2,049)	(49,333)
At 31 December 2024	11,12	8,145	-	941	877,859	(693,448)	(31,052)	162,445

 

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

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

 

Statement of Financial Position

at 31 December 2024

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

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

 

Tim Edwards

Chair

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

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

Company registration number: 09405653

 

Cash Flow Statement

for the year ended 31 December 2024

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

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

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

 

Notes to the Financial Statements

1.   Accounting policies

(a) Basis of accounting

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

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

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

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

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

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

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

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

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

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

(b) Use of judgements, estimates and assumptions

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

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

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

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

(c) Valuation of investments

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

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

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

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

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

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

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

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

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

e.   Option price modelling.

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

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

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

(d) Accounting for reserves

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

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

Revenue reserve

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

(e) Income

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

Overseas dividends are included gross of any withholding tax.

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

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

(f)  Expenses

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

-    Any performance fee is charged wholly to capital.

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

(g) Finance costs

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

(h) Financial instruments

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

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

(i)   Taxation

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

(j)  Value added tax ("VAT")

Expenses are disclosed inclusive of any related irrecoverable VAT.

(k) Foreign currency

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

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

(l)   Share issues

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

(m)      Repurchases of shares for cancellation

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

2.   Income

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

 

3.   Management fee

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

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

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

4.   Administrative expenses

	2024	2023
	£'000	£'000
Other administration expenses	680	632
Legal and professional fees	232	304
Valuation fees	21	21
Directors' fees1	184	196
Auditor's remuneration for the audit of the Company's annual accounts2	234	188
	1,351	1,341

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

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

5.   Finance costs

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

 

6.   Taxation

(a) Analysis of tax charge for the year

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

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

(b) Factors affecting tax charge for the year

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

 

(c) Deferred taxation

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

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

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

7.   Return/(loss) per share

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

 

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

8.   Investments held at fair value through profit or loss

(a) Movement in investments

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

 

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

 

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

Material revaluations of unquoted investments during the year 2024

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

 

Material revaluations of unquoted investments during the year 2023

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

 

Material disposals of unquoted investments during the year 2024

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

 

Material disposals of unquoted investments during the year 2023

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

(c) Transaction costs

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

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

 

9.   Current assets

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

 

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

Cash and cash equivalents

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

10. Creditors: amounts falling due within one year

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

 

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

11. Called-up share capital

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

 

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

12. Reserves

		Capital reserves
								Losses on	Investment
		Share		Capital		Special		sales of	holding	Revenue
		premium1		redemption2		reserve3		investments4	losses5	reserve6
		£'000		£'000		£'000		£'000	£'000	£'000
At 31 December 2023		-		513		883,145		(301,904)	(344,260)	(29,003)
Losses on sales of investments based on historic cost		-		-		-		(23,450)	-	-
Net movement in investment holding gains and losses		-		-		-		-	(23,817)	-
Repurchase and cancellation of the Company's own shares		-		428		(5,286)		-	-	-
Exchange gains		-		-		-		(17)	-	-
Retained revenue loss for the year		-		-		-		-	-	(2,049)
At 31 December 2024		-		941		877,859		(325,371)	(368,077)	(31,052)
	Capital reserves
							Losses on		Investment
	Share		Capital		Special		sales of		holding	Revenue
	premium1		redemption2		reserve3		investments4		losses5	reserve6
	£'000		£'000		£'000		£'000		£'000	£'000
At 31 December 2022	891,017		44		-		(275,594)		(339,409)	(27,178)
Losses on sales of investments based on historic cost	-		-		-		(27,164)		-	-
Net movement in investment holding gains and losses	-		-		-		-		(4,851)	-
Repurchase and cancellation of the Company's own shares	-		469		(7,872)		812		-	-
Exchange gains	-		-		-		42		-	-
Cancellation of share premium	(891,017)		-		891,017		-		-	-
Retained revenue loss for the year	-		-		-		-		-	(1,825)
At 31 December 2023	-		513		883,145		(301,904)		(344,260)	(29,003)

 

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

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

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

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

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

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

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

 

13. Net asset value per share

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

 

14. Uncalled capital commitments

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

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

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

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

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

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

16. Related party transactions

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

17. Disclosures regarding financial instruments measured at fair value

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

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

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

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

Level 3 - valued using inputs that are unobservable.

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

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

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

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

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

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

		2024		2023
			% of		% of
		Range of	unquoted	Range of	unquoted
Valuation techniques	Key input	metric utilised	portfolio	metric utilised	portfolio
Market approach
Adjusted transaction price	Premium/(discount) to last	(39.5)% to 0.0%	35.0	(33.9)% to 7.3%	37.9
	Adjusted transaction price
Multiples-based	Multiple of Sales	5.7x to 17.7x	22.0	7.0x to 9.5x	33.3
	Multiple of Gross Profit	9.0x to 15.2x	15.3	9.0x to 13.6x
Milestone approach	Discount rate1	0% to 35.0%	4.8	17.5% to 35.0%	8.3
Probability-weighted-expected return		20.0% to 30.0%	16.5		13.5
Third-party fund NAV	N/A	N/A	6.4	N/A	7.5

^N/A No range utilised.

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

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

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

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

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

 

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

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

 

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

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

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

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

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

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

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

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

(a) Market risk

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

(i)   Currency risk

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

Management of currency risk

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

Income denominated in foreign currencies is converted into sterling on receipt

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

Foreign currency exposure

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

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

 

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

Foreign currency sensitivity

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

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

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

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

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

 

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

(ii)  Interest rate risk

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

Management of interest rate risk

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

Interest rate exposure

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

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

 

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

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

Interest rate sensitivity

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

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

 

(iii) Market price risk

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

Management of market price risk

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

Market price risk exposure

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

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

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

Market price risk sensitivity

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

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

 

(b) Liquidity risk

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

Management of the risk

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

Liquidity risk exposure

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

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

(c) Credit risk

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

Management of credit risk

This risk is not significant and is managed as follows:

Portfolio dealing

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

Exposure to the custodian

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

Credit risk exposure

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

(d) Fair values of financial assets and financial liabilities

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

19. Analysis of changes in net debt

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

 

20. Capital management policies and procedures

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

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

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

 

21. Post balance sheet events

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

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

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

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

 

Status of results announcement

2024 Financial Information

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

 

2023 Financial Information

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

 

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

 

 

For further information:

Katherine Fyfe

Schroder Investment Management Limited

E-mail: [email protected]

 

ENDS