Internatoinal Biotechnology Trust plc
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Annual Report and Financial Statements 2025
Job No: 101386 Proof Event: 19 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Annual Report and Financial Statements
for the year ended 31 August 2025
International Biotechnology
Trust plc
Job No: 101386 Proof Event: 19 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
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International Biotechnology Trust plc
The Investment Objective and Investment Policy of the Company is set out above. The Investment Policy should read in conjunction
with the KID before investing; these are also available on the Company’s web pages.
Investment objective
International Biotechnology Trust plc (the “Company”) has an investment objective to
achieve long-term capital growth by investing in biotechnology and other life sciences
companies.
Investment policy
The Company will seek to achieve its objective by investing in a diversified portfolio of
companies which may be quoted or unquoted and whose shares are considered to have
good growth prospects, with suitably experienced management and strong potential
upside through the development and/or commercialisation of a product, device or
enabling technology. Investments may also be made in related sectors such as medical
devices and healthcare services. While the Company’s portfolio is held as one pool of
assets, for operational purposes there is a quoted portfolio and an unquoted portfolio.
The portfolio is diversified by geography, industry sub-sector and investment size with no
single investment in a company normally accounting for more than 15% of the portfolio at
the time of investment.
The portfolio is split between large, mid and small-capitalisation companies, primarily
quoted on stock exchanges in North America, where the most established and
commercial biotechnology and other life sciences companies operating in related
sectors are based, though investments may also be made in Europe, Asia and Australia.
Investments may also be made into unquoted companies and into funds not quoted on
a stock exchange, including venture capital funds. This may include funds managed by
the Fund Manager and/or members of its group. The primary purpose of investment in
unquoted funds will be to gain exposure to unquoted companies.
The Company may invest through equities, index-linked securities and debt securities,
cash deposits, money market instruments and foreign currency exchange transactions.
Forward or derivative transactions are not used by the Company.
The Company may borrow from time to time to exploit specific investment opportunities,
rather than to apply long-term structural gearing to the Company’s portfolio of
investments.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Contents
Section 1: Overview
Performance Summary 3
Chair’s Statement 4
Ten-Year Financial Record 7
Section 2: Investment Manager’s Review
Portfolio Managers’ Report 10
Top Ten Quoted Investments 18
Largest Unquoted Investments 20
Investment Portfolio 21
Investment Approach and Process 24
ESG Integration 26
Section 3: Strategic Report
The Company 30
Stakeholder Engagement – Section 172 Report 34
Risk Report 38
Conclusion 42
Section 4: Governance
Board of Directors 46
Directors’ Report 48
Audit Committee Report 52
Management Engagement Committee Report 56
Nomination Committee Report 57
Directors’ Remuneration Report 59
Statement of Directors’ Responsibilities in respect
of the Annual Report and Financial Statements 63
Section 5: Financials
Independent Auditors’ Report 66
Statement of Comprehensive Income 72
Statement of Changes in Equity 73
Statement of Financial Position 74
Cash Flow Statement 75
Notes to the Financial Statements 76
Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 100
Notice of Annual General Meeting 101
Explanatory Notes to the Notice of Meeting 103
Alternative Performance Measures and Glossary 105
Information about the Company 107
This is not a sustainable product for the purposes of the Financial Conduct Authority (FCA) rules.
References to the consideration of sustainability factors and environmental, social and governance
(ESG) integration should not be construed as a representation that the Company seeks to achieve any
particular sustainability outcome.
1
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 15 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Section 1: Overview
Performance Summary 3
Chair’s Statement 4
Ten-Year Financial Record 7
Section 1: Overview
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
2
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Performance Summary
For the year ended 31 August 2025
1
Alternative performance measure, as defined by the European Securities and Markets Authority. Definitions of these performance measures,
and other terms used in this Report, are given on pages 105 and 106 together with supporting calculations where appropriate.
Share price total return
1
3.5%
(31 August 2024: 10.3%)
NASDAQ Biotechnology Index
(Reference Index)
-6.0%
(31 August 2024: 15.3%)
Net Asset Value (NAV)
per share total return
1
0.7%
(31 August 2024: 15.9%)
Ongoing charges ratio
1
1.3%
(31 August 2024: 1.2%)
Share price discount
to NAV per share
1
8.9%
(31 August 2024: 11.3%)
Yield
1
4.7%
(31 August 2024: 4.2%)
Gearing
1
5.9%
(31 August 2024: 4.4%)
Share price
674.0p
(31 August 2024: 680.0p)
Section 1: Overview
3
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Chair’s Statement
Dear Shareholders
I am very pleased to report that the Company’s share price
total return rose by 3.5% in the year under review, significantly
outperforming the NASDAQ Biotechnology Index (the “Reference
Index”), which fell by 6.0%. The net asset value (NAV) total return
of the Company was 0.7% reflecting a slight narrowing of the
discount at which the shares trade to asset value during the
financial year. All figures are on a sterling adjusted basis with
dividends reinvested.
It is also positive to note that on an annualised basis over one,
three, five and ten years to 31 August 2025, the Company’s NAV
total return has outperformed the Reference Index across all the
equivalent periods.
This year’s performance has been achieved in a very volatile year
in which the Reference Index fell by over 22% to a low in April this
year, followed by a recovery of 25% at the financial year-end. The
consequences of Liberation Day and global tariffs sent markets
into a downward spiral and healthcare was no exception. The
recovery in the biotechnology sector was precipitated by an uptick
in mergers and acquisitions (M&A) from pharmaceutical companies
adapting to the new environment, the realisation that certain
companies with novel science would be unlikely to be impacted
by headline tariffs and early signs of improving confidence in the
funding environment for biotechnology companies.
Quoted portfolio
The NAV of the quoted portfolio, sterling adjusted with dividends
reinvested, rose by 3.8% during the year under review, strongly
outperforming the Reference Index, which fell by 6%.
During the first half of the financial year, investors digested the
appointment of Robert F Kennedy as US Health Secretary with
increasing concern as the news about cuts to healthcare funding,
reduced headcount at regulatory agencies, potential tariffs
and talk of Most Favored Nation (MFN) drug pricing added to
the uncertainty.
The sector has witnessed a recovery in the second half of the
year, as fears have subsided with regards to the changes made
at the regulatory level. Our Portfolio Managers have continued
to focus on companies with the strongest potential to deliver
the most innovative science and identify the revenue generating
biotechnology companies likely to become targets of larger
pharmaceutical companies seeking new growth.
The biggest contributor to performance during the period came
from uniQure, the Netherlands listed gene therapy company.
UniQure is developing a therapeutic treatment, AMT-130
which has the potential to slow the progression of the rare
neurodegenerative Huntington’s Disease. Patients with this
fatal disease have very few treatment options. The development
programme received two regulatory designations during the year:
agreement on a Food and Drug Administration (FDA) Accelerated
Approval pathway and Breakthrough Therapy designation. Post
the year-end, the company announced additional positive pivotal
data and the Portfolio Managers sold the position following a
further significant rise in the company’s valuation.
Once again, the Portfolio Managers have proved very adept at
identifying revenue generating companies which have become
acquisition targets. Amongst the five portfolio holdings acquired
this year, US-listed Intra-Cellular Therapies, was the most
significant. Intra-Cellular was the largest holding in the Company’s
portfolio when it was bid for by Johnson & Johnson in January
2025. Intra-Cellular’s lead treatment, Caplyta, is an FDA-approved
treatment for depression and schizophrenia. Johnson & Johnson’s
$14.6 billion bid for Intra-Cellular, which was announced in
January and closed in April 2025, was the largest biopharma
transaction in the past 12 months and signalled the beginning of
renewed activity in the industry this year.
The underweight position in the highly valued large-cap
pharmaceutical company Regeneron, which suffered from a
clinical trial failure in its chronic obstructive pulmonary disease
(COPD) treatment this year, as well as ongoing competitive
pressure in its flagship Eylea franchise, also contributed to
our performance.
“I am pleased to report that on an
annualised basis over one, three, five
and ten years to 31 August 2025,
the Company’s NAV total return has
outperformed the Reference Index.”
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
4
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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The underweight position in the large-cap biotechnology
anti-infectives company Gilead detracted from performance.
Gilead has continued to report strong results from sales of
its human immunodeficiency virus (HIV) medication, but the
Portfolio Managers believe its dependence on the HIV franchise
makes the company vulnerable in an increasingly politicised
regulatory environment.
Unquoted portfolio
The unquoted portfolio, which represented 7.7% of the
Company’s investments at year-end, is invested primarily in
two venture capital funds managed by SV Health Investors LLP
(SV); SV Fund VI and SV Biotech Crossover Opportunities Fund
(BCOF). These two funds have delivered strong returns for the
Company’s shareholders.
SV Fund VI, which represented 3.1% of the Company’s
investments at the end of the financial period, is a mature venture
capital fund which is 93% drawn down. During the year under
review, SV completed follow-on investments in Jet Health, TRex
Bio, Ribometrix, Enara Bio, Sitrix and Artios Therapeutics. The fund
received proceeds from sold holdings Endotronics and Caraway
Therapeutics. Since inception in 2016, the fund has achieved a net
internal rate of return (IRR) of 14.3%.
SV BCOF, which represented 3.5% of the Company’s investments
at the end of the financial period, was launched in 2022 and is
39% drawn down. In the last year, SV BCOF has seen a highly
successful follow-on fundraising from Draig Therapeutics. The
investment partners received clinical milestone income from the
recently exited EyeBio. During the year, SV added new holdings to
the BCOF portfolio including Advancell, Artios Therapeutics and
Imbria. Thanks to excellent partial realisations from BCOF’s initial
investments in Nimbus Therapeutics and EyeBio, the fund has
recorded a net IRR of 89% since inception.
Of the small number of directly held legacy assets, the most
significant is the discounted value of the royalty streams
from Ikano Therapeutics which was sold to Belgian listed
UCB in 2006. It was pleasing to see significant payments of
£1,474,787.16 received in respect of Ikano Therapeutics during
the year. This holding represents 0.9% of total investments as at
31 August 2025.
Partnership agreement with Schroders Capital
Following positive feedback from shareholders, it is the Board’s
intention to maintain investments of 5-15% of the Company’s
assets in unquoted, early-stage, innovative biotechnology
opportunities utilising unlisted funds not normally available to retail
investors. On 2 October 2025, we announced the establishment of
a new limited partnership with Schroders Capital (the “Partnership”),
through which the Company intends, over time, to invest in
further unquoted biotechnology opportunities. Schroders Capital
brings significant expertise in US and European venture capital
and growth equity investments within the biotechnology and life
science sectors. This new Partnership enhances the Company’s
ability to access unquoted funds diversified by manager, vintage
and geography. The initial commitment of £10 million represents
approximately 4% of the current company asset value.
Dividends
The Company’s dividend policy, which was last approved at the
Annual General Meeting (AGM) in December 2024, is to make
dividend payments equivalent to 4% of the Company’s NAV, as
at the last day of the preceding financial year ending 31 August,
through two semi-annual distributions. This enables shareholders
to gain access to this exciting growth sector without sacrificing
the security of regular income. The first dividend for the year of
15.56p per share was paid on 24 January 2025, and the second
payment of 16.17 pence per share, was made on 22 August 2025.
This equates to a dividend yield of 4.7% as at 31 August 2025.
The dividend policy will once again be proposed to shareholders
at the Company’s AGM in December 2025.
Discount management
Over the last twelve months, the widespread trend across the
investment trust industry of companies’ share prices trading
at a discount to NAV has continued, and the biotechnology
and healthcare sector is no exception. The Board keeps the
Company’s share price discount to NAV under close review and
is committed to buying back its shares to help manage the
position. The Board bought back 3,107,419 shares to be held
in treasury during the year, and the discount narrowed slightly
from 11.3% to 8.9%. The Board believes that buying back shares
at a discount to NAV is not only accretive to our shareholders
but demonstrates our confidence in the underlying fundamental
value of our investments.
Costs and fees
I am pleased to report that Schroders has agreed to a reduction
in the management fee for the quoted portfolio. From
1 September 2025, the fee will fall from 0.70% to 0.65% per
annum.
The Board has recently approved an amendment to the basis on
which a performance fee is payable. The performance fee remains
at 10% of any relative outperformance above the Reference Index,
subject to a hurdle rate of 0.5%. Previously, the performance fee
was payable only if a positive NAV per share return was achieved
over the relevant calculation period. If such a return was not
achieved, payment of the performance fee was deferred until the
next calculation period in which a positive NAV per share return
was recorded. This clause has now been amended to better
reflect the contribution of dividends, predominantly paid out of
capital, to shareholders’ overall NAV returns. Under the revised
terms, the performance fee will be payable only when a positive
total NAV per share return has been achieved. This is defined as
the movement in the NAV per share, adjusted to include the sum
of any dividends reflected in the Company’s NAV over the relevant
calculation period. If a positive total NAV per share return is not
achieved, payment of the performance fee will be deferred until
the next calculation period in which such a return is achieved.
The Board believes the newly amended terms will deliver greater
alignment between the Manager’s incentive and shareholders’
interests.
For the year ended 31 August 2025, a performance fee of
£2,366,000 has accrued to the Manager in respect of the quoted
portfolio’s performance. In addition, a performance fee of
£299,000 has accrued to SV Health due to the performance of the
unquoted portfolio.
Please refer to the Directors’ Report for further information.
Board succession
As previously reported, Caroline Gulliver resigned from the Board
on 30 April 2025, and Alexa Henderson, who joined the Board
on 1 January 2025, has succeeded Caroline as Chair of the Audit
Committee. I would like to record the Board’s thanks for Caroline’s
ceaseless work on behalf of our shareholders. The Board
Section 1: Overview
5
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
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continues to review its composition and effectiveness, as well as
to plan for orderly succession.
Continuation vote
In accordance with the Company’s Articles of Association, a
biennial continuation vote will be put to shareholders at the
Annual General Meeting (AGM). The Board believes that the
Manager is well qualified, has delivered strong results for
shareholders and the investment mandate remains appropriate.
Using the advantages of an investment trust continues to be
a compelling way of accessing growth opportunities in the
undervalued biotechnology sector. The Board unanimously
recommends that shareholders vote in favour of continuation,
and the Directors intend to vote their shares accordingly.
Webinar
On 6 November 2025, the Company’s Portfolio Managers will be
presenting to shareholders at a webinar at 2.00 p.m. To register
your interest to attend this webinar please visit www.schroders.
events/IBTFY25, where the facility to watch the recorded webinar
afterwards will also be available.
AGM
The AGM will be held on Friday, 12 December 2025 at 12.00
noon at the offices of Schroders at 1 London Wall Place, London
EC2Y 5AU. Our Portfolio Managers will present to shareholders
at the AGM, and attendees will be able to ask questions in person
and meet the Directors. Details of the formal business of the
meeting are set out in the Notice of Meeting on page 101 of this
Annual Report.
All shareholders are recommended to vote by proxy in advance of
the AGM and to appoint the Chair of the meeting as their proxy.
This will ensure that shareholders’ votes will be counted even if
they (or any appointed proxy) are not able to attend.
If shareholders have any questions for the Board, please write, or
email using the details below. The questions and answers will be
published on the Company’s web pages before the AGM.
To email, please use: amcompanysecretary@schroders.com or
write to us at the Company’s registered office address: Company
Secretary, International Biotechnology Trust plc, 1 London Wall
Place, London, EC2Y 5AU.
For regular news about the Company, shareholders are also
encouraged to sign up to the Manager’s investment trusts
update, which can be found at: https://schro.link/ibt_subscribe.
Outlook
Although the Portfolio Managers have done an excellent job
significantly outperforming the Reference Index, political
uncertainty has led to the biotechnology and healthcare sectors
lagging the wider equity indices for the past few years, resulting
in unprecedented low relative valuations. In the latter half of our
financial year, the sector has been performing well and there are
good reasons to expect this to continue.
The need for cash-rich pharmaceutical companies to maintain
growth and adapt to potential regulatory changes has led to a
surge in M&A activity in recent months. The overall M&A activity
trend reflects a shift by big pharmaceutical players to strengthen
pipeline positions in high-value therapeutic areas such as
oncology, neuroscience, and rare diseases.
The outcome of the drug pricing debate will take more time to
resolve, but the convergence of the transformational progress
in scientific innovation, the impact of artificial intelligence (AI)
on trials and approvals, and increasing demand for treatments
should make biotechnology a lucrative investment for
shareholders in the years to come.
Kate Cornish-Bowden
Chair
5 November 2025
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 1: Overview
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Ten-Year Financial Record
At 31 August 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Total assets (£’000)
1
231,120 272,337 263,217 240,862 302,708 347,835 326,916 304,871 308,155 284,036
Shareholders’ funds (£’000) 216,651 252,651 262,473 239,579 283,897 323,775 284,889 270,317 282,265 249,409
NAV per share (pence)
2
575.10 672.90 699.00 623.90 738.60 783.20 697.20 687.50 766.30 739.48
Share price (pence) 497.50 624.00 680.00 636.00 730.00 729.50 651.50 644.00 680.00 674.00
Share price (discount)/premium to
NAV per share (%)
2
*
(13.5) (7.3) (2.7) 1.9 (1.2) (6.8) (6.6) (6.3) (11.3) (8.9)
Gearing (%)* 5.4 2.5 0.1 0.0 6.3 6.3 14.0 12.0 4.4 5.9
For the year ended 31 August 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Dividend per share (pence)
3
* 0.00 23.00 27.00 28.00 24.80 28.40 31.40 28.20 28.40 31.73
Ongoing charges (%)
2
* 1.4 1.3 1.4 1.3 1.3 1.2 1.3 1.4 1.2 1.3
Performance
4
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Share price total return* 100.00 90.21 117.76 133.87 131.07 155.81 161.41 150.49 155.07 170.97 177.78
Reference Index
5
100.00 96.79 117.41 128.74 116.30 140.22 172.23 148.38 146.36 168.80 158.68
1
Net assets plus borrowings used for investment purposes.
2
For detailed calculations on the NAV per share, discount/premium, gearing and ongoing charges, please refer to the Alternative Performance Measures and
Glossary on page 105.
3
Dividends are paid from capital.
4
Source: Morningstar. Cumulative performance rebased to 100 at 31 August 2015.
5
The Company’s Reference Index is the NASDAQ Biotechnology Index (NBI).
* Alternative performance measures.
80
100
120
140
160
180
200
Dec 15 Dec 16
Dec 17
Dec 18 Dec 19
Dec 20
Dec 21
Dec 22 Dec 23 Dec 24
Dec 25
Share price total return
NASDAQ Biotechnology Index (Reference Index)
Ten year share price and Reference Index total returns
Share price/Reference Index total return (%)
Source: Morningstar. Data rebased to 100 at 31 August 2015.
Section 1: Overview
7
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 15 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
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Section 2: Investment Manager’s Review
Portfolio Managers’ Report 10
Top Ten Quoted Investments 18
Largest Unquoted Investments 20
Investment Portfolio 21
Investment Approach and Process 24
ESG Integration 26
Section 2: Investment Manager’s Review
9
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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We are pleased to present the Portfolio Managers’
Report for the year ended 31 August 2025. Despite
a challenging backdrop, the Company delivered a
positive NAV total return of 0.7%, compared with
a 6.0% decline for the Reference Index (all figures
are on a sterling adjusted basis). This marks the
fourth consecutive year of outperformance of the
Reference Index for the Company, each delivered
across different market conditions. Over one, three,
five and ten years to 31 August 2025, the Company
remains ahead of its Reference Index.
In share price terms, the Company delivered a positive total
return of 3.5% (sterling adjusted), which reflects a slight narrowing
of the discount to NAV to 8.9% at the financial year-end. Income
continues to form an important part of the Company’s total
return. In accordance with our dividend policy of paying dividends
equivalent to 4% of the Company’s NAV, shareholders received
two dividends totalling 31.8p per share during the year. This
reflects growth of 12.0% on the prior year’s dividend. The cost of
the dividend was more than twice covered by cash received from
portfolio company acquisitions during the year and provided an
opportunity for us to share some of the gains from mergers and
acquisitions (M&A) activity directly with our shareholders.
Market overview
The biotechnology sector experienced two distinct phases during
the period under review. The first half, as noted in the Company’s
Half Year Report, was characterised by heightened uncertainty
as markets awaited the outcome of the US Presidential election,
followed by a rally in late 2024 once the result was known.
Expectations of a more pro-business stance under the new
administration echoed the strong performance seen during
the previous Trump Presidency. This optimism was short-lived,
however, as the policy agenda quickly shifted towards tariffs, and
the appointment of Robert F Kennedy Jr as Secretary of Health
and Human Services, introduced renewed unease due to his
controversial views on vaccines.
Market volatility intensified after President Trump’s ‘Liberation
Day’ tariff announcements, which created uncertainty across all
sectors and raised fears of a trade-induced global recession. At
the same time, the sudden departure from the US regulator, the
FDA, of Peter Marks, an industry-friendly figure who had overseen
the approval process for many innovative treatment modalities,
raised concerns about the FDA’s priorities. These worries were
compounded by announcements of significant headcount
reductions at the FDA and other healthcare agencies, fuelling
fears of disruption to the drug approval process. Sentiment was
further unsettled by the revival of the MFN pricing model via an
executive order, which proposed benchmarking US drug prices
against the lowest paid in other developed markets – a move
perceived as potentially undermining the commercial viability of
future therapies.
Against this backdrop, the Reference Index reached its low
point for the period in mid-April. Thereafter, a steady recovery
took hold, supported by a step back from worst-case scenarios
on trade and a more constructive policy environment for
the healthcare sector. Investors increasingly recognised that
biotechnology, as the engine room of drug innovation for the
sector, was less exposed to the threat of pricing reform than
large-cap pharmaceutical companies. The continued pace of FDA
approvals and evidence of resilience in the innovation pipeline
helped restore confidence in the sector’s long-term fundamentals.
Despite this turbulence, drug approvals have continued, with
27 new drugs approved in the first eight months of 2025.
In a longer-term context, the Reference Index is now around
40% above the lows seen in 2022 but remains c.15% below its
2021 peak. This highlights both the progress made and the
potential for a sustained recovery should current trends continue.
Innovation in the biotechnology sector continued at pace, with
more than 70% of all new FDA approvals in 2024 originating from
biotechnology companies, underlining the sector’s central role in
driving drug development (please refer to chart 1).
Ailsa Craig Marek Poszepczynski
Portfolio Managers’ Report
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities or adopt any investment
strategy. 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. Exchange rate changes may cause the value of investments to fall as well as rise.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
10
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Chart 1
Source: FDA.gov (novel NDA/BLA approvals). Company reports - Bank of America global research
Drug development – 70% of new drugs originate from
biotechnology companies
27
No. from biotech
Performance review
The biotechnology sector is usually a stock picker’s market
– a sector in which specialist investors can thrive by backing
companies with the strongest clinical and commercial
prospects. But over the past year, that dynamic has at times
been overshadowed. Tariffs, trade policy and drug pricing
reform dominated the market narrative, and for a time,
this macroeconomic noise drowned out the fundamentals.
Even though many of these pressures are more relevant to
pharmaceutical companies than to biotechnology firms, markets
didn’t make the distinction – sentiment was broadly risk-off and
stock-specific progress struggled to cut through.
That makes the Company’s positive return all the more
encouraging, especially given the Reference Index decline. At the
lows, we increased our gearing – to the highest level it’s been
since the financial crisis, which added value in the recovery from
April onwards and reflects the conviction we continue to hold
in the portfolio. We’re now seeing signs that fundamentals are
reasserting themselves, with clinical milestones and commercial
traction once again starting to drive performance.
M&A
M&A activity remained an important driver of performance
during the year. Regulatory scrutiny and political uncertainty have
dampened activity in recent years, but five portfolio holdings were
acquired during the year.
In December, small-cap holding Marinus, which had recently had
a therapy, Ztalmy, approved to address seizures in patients with
the rare CDKL5 deficiency disorder, was acquired by Immedica for
$151 million, representing a 48% premium to the share price.
In January, Johnson & Johnson agreed to acquire CNS specialist
Intra-Cellular Therapies for $14.6 billion, representing a near
40% premium to its undisturbed share price. As the portfolio’s
largest position at the time, the deal was a key contributor to the
Company’s NAV over the period. With Caplyta, its drug addressing
bipolar depression, already approved and with further indications
progressing, Intra-Cellular was de-risked and launch-ready.
With the proceeds of the Intra-Cellular deal, we increased our
position in SpringWorks Therapeutics, which became the
portfolio’s largest holding. The company develops targeted
therapies for rare cancers and has recently transitioned to
commercial stage, with FDA-approved assets in desmoid tumours
and NF1-related neurofibromas. In April, Merck KGaA announced
a $3.9 billion all-cash acquisition at $47 per share, representing a
26% premium, leading to another boost for the Company’s NAV
over the period.
The portfolio also held a position in Blueprint Medicines, a
specialist in rare immunological diseases with a focus on systemic
mastocytosis (SM) and mutations in the KIT gene, which regulates
cell growth and survival. Its lead asset, Ayvakit, is approved in
both the US and EU for advanced and indolent SM, with growing
commercial traction. In June, Sanofi agreed to acquire Blueprint in
a deal worth up to $9.5 billion, including contingent value rights
through which shareholders benefit further if future regulatory
milestones are met, which represented a 27% premium.
The fifth deal involved the portfolio’s position in Verona
Pharma, a biotechnology company focused on chronic
respiratory diseases. Its lead product, Ohtuvayre, is the first novel
maintenance therapy for chronic obstructive pulmonary disease
(COPD) in over two decades, approved for use alone or alongside
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities or adopt any investment
strategy. 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. Exchange rate changes may cause the value of investments to fall as well as rise.
11
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
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existing treatments. In July, Merck agreed to acquire Verona in a
$10 billion deal, representing a 23% premium to the prior share
price.
All five acquisitions involved late-stage businesses with approved
assets, reflecting the portfolio’s focus on de-risked companies
with clear commercial pathways. Currently, 58% of the portfolio
is allocated to businesses at this stage of their journey as we
see great prospects for these companies which have a much
lower risk profile and are reasonably priced as the market tends
not to attribute the full potential value of future sales of their
assets. With Marek Poszepczynski’s background in Business
Development, we have a good insight into how pharmaceutical
companies will be valuing these businesses and can readily
identify companies that will look attractive to them. Even if
the companies are not then acquired but choose to remain
independent and launch their own therapies on the market, we
are confident that future sales will lead to enhanced valuations,
providing potential uplift for shareholders.
Other positive contributors to NAV
Elsewhere, another major positive contribution to performance
came from uniQure – a gene therapy company developing one-
time treatments for severe genetic disorders. Its most advanced
program, AMT-130, is a potential first-in-class gene therapy for
Huntington’s disease. Following FDA alignment in December
2024 on the key elements of an accelerated approval pathway,
the program received Breakthrough Therapy designation in April
2025 – further validating its clinical potential and accelerating
its regulatory timeline. The shares started the period with a very
low enterprise value (market capitalisation less net debt), which
we believed significantly undervalued the potential value of its
approach. Assisted by these positive regulatory developments,
the share price almost trebled over the year.
Our decision not to hold Regeneron for much of the period,
was a positive contributor to relative performance, as the stock
more than halved over the year. We considered the valuation of
the company, which is a large index constituent that started the
year with high expectations, to have been driven to best case
scenario levels, somewhat dislocated from its intrinsic value, by
market enthusiasm. The company endured a significant de-rating
following mixed Phase 3 data for its COPD candidate, itepekimab,
and weaker-than-expected earnings. With the valuation now
looking more realistic, we introduced a small position to the
portfolio in early 2025.
Relative negative detractors to NAV
By contrast, Gilead Sciences, which is not held in the portfolio,
was a source of relative underperformance. Its strong share
price performance in the first half of the period under review
was driven by growing enthusiasm for lenacapavir, a long-acting
Human Immunodeficiency Virus (HIV) prevention therapy. We
remain underweight in Gilead, as we continue to believe that
its valuation reflects elevated investor sentiment rather than
its underlying commercial potential – particularly given the
competitive dynamics in HIV prevention and uncertainty around
public health funding.
Within the portfolio, Rocket Pharmaceuticals, a clinical-stage
company developing gene therapies for rare childhood disorders,
was a disappointing performer. Its share price faced sustained
pressure throughout the period, including a sharp decline in
May following news that the FDA had placed a clinical hold on
RP-A501, its gene therapy for Danon Disease, after a serious
adverse reaction and the death of a trial patient. The hold was
lifted in August 2025, with the trial resuming under revised dosing
protocols, but sentiment has remained cautious. While market
attention has largely centred on RP-A501, we continue to see
broader value in Rocket’s pipeline, which includes multiple gene
therapy candidates for other rare diseases. In combination, the
potential commercial value of this pipeline is ultimately much
greater than its current valuation implies.
Source: Schroders
*Unquoted portfolio (deal size not disclosed), ** To August 2025
1
M&A – 29 acquisitions since 2020
3.7
83.3
120.4
171.6
208.4
221.6
6.5
7.2
1.9
1.0
3.0
14.6
259.6
21.0
11.5
11.6
0.6
0.2
3.9
13.1
6.7
3.7
13.0
9.5
39.0
11.7
28.0
3.5
10.0
6.0
4.8
14.0
0
50
100
150
200
250
300
20 20 20 21 20 22 20 23 20 24 20 25 Y TD** Tota l
Deal value $bn
n/d
n/d
*
*
*
*
*
# deals: 5 5 6 3 4 296
n/d
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/
securities or adopt any investment strategy. 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. Exchange rate changes may cause the value of
investments to fall as well as rise.
Chart 2
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
12
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Our decision on when to sell Alnylam – a commercial-stage
company focused on RNA interference therapeutics – also
detracted from returns during the period. This has been an
excellent performer for the portfolio over the last couple of
years, driven by positive clinical progress in its treatment for
ATTR amyloidosis, which has now been approved for both
polyneuropathy and cardiomyopathy. The position was sold
during the year, and with hindsight, we exited too early, as the
share price has continued to rise. However, the proceeds have
been recycled into other opportunities where we see greater
upside potential.
Macroeconomic and political landscape
The past year has seen the biotechnology sector navigate a
shifting policy and macroeconomic landscape, with regulatory
upheaval at the FDA emerging as a key concern. The agency
is undergoing its most significant restructuring in decades,
including a planned reduction of over 3,500 staff – more than 20%
of its workforce. While most cuts have targeted administrative
roles, the sudden departure of Peter Marks (who headed up
the Centre of Biological Evaluation and Research ‘CBER’) raised
questions about commitment, continuity and capacity. His
replacement, Dr Vinay Prasard, has signalled a renewed focus
on drug approvals and innovation, particularly in gene and cell
therapies. Short-term disruption is possible, but the direction of
travel remains supportive of the biotechnology sector’s long-term
growth.
Drug pricing reform has also returned to the political spotlight.
President Trump’s revival of the MFN pricing framework, alongside
the ongoing rollout of the Inflation Reduction Act (IRA), has
created uncertainty around how and when pricing pressure might
affect the sector. For now, the biotechnology sector remains
somewhat insulated. Much of the sector is largely focused on
clinical-stage development and less on commercial sales, and
the IRA’s initial scope is limited to a handful of blockbuster drugs.
Crucially, the long-standing model of patent-protected pricing
power for breakthrough therapies, especially those addressing
rare or paediatric diseases, remains intact, preserving incentives
for innovation.
Trade and tariff policy continues to cast a shadow over
sentiment, though here too, the short- to medium-term impact
on the biotechnology industry remains limited. While broader
pharmaceutical imports have come under scrutiny, many
biotechnology firms are not heavily exposed to global supply
chains. Nonetheless, uncertainty around future policy direction
has contributed to a cautious investor stance.
Regulatory environment – FDA
In June 2025, Robert F Kennedy posted on X “It’s time to let it
(the US biotechnology industry) flourish – not tie it up in red
tape, misalignment and a process that gives the edge to foreign
interest and large incumbents.”. He also termed the phrase
“MABA – Make American Biotech Accelerate”. This underpinned
our sense that while there is focus on streamlining the wider
sector, the innovative engine that is the biotechnology sector
should be relatively protected and hopefully enhanced.
Indeed, the FDA is actively pursuing several initiatives aimed
at accelerating the drug review process. Under the direction
of Commissioner Dr. Marty Makary, the agency is navigating
significant operational changes, including a 20% reduction in
workforce and the departure of several senior leaders. Despite
concerns around resourcing, 27 drugs were approved in the eight
months to the end of August 2025
1
, just a little behind the run
rate to meet the average of around 49 drugs per year over the
past five years but broadly encouraging given the upheaval in
the FDA.
Key initiatives
AI integration
The FDA has deployed a new AI tool, ‘Elsa’, designed to assist and
potentially increase the efficiency of the drug review workload.
Voucher-based fast track
The agency has introduced the Commissioner’s National Priority
Voucher (CNPV) programme. This pilot limits the number of
vouchers granted, focusing on drug applications that address US
national priorities such as public health crises, novel treatments,
unmet needs, or domestic manufacturing enhancements.
Successful applicants may see review times compressed from a
year to as little as a month via a ‘tumour board’ multidisciplinary
evaluation approach. The scheme allows for early submission of
critical parts of a drug filing ahead of trial completion. However,
it lacks Congressional authority at this stage, and details around
implementation, eligibility and transparency remain limited.
Conditional approvals for ultra-rare diseases
Dr. Makary has also floated the concept of granting conditional
approvals for certain drugs based on plausible mechanisms of
action, rather than completed randomised clinical trial evidence,
particularly within ultra-rare disease categories.
While these FDA initiatives strive to shorten development
timelines, concerns have been raised about the potential impact
on patient safety, regulatory rigour, and industry transparency.
Questions remain regarding resource allocation given
organisational contraction, the risk of increased litigation due to
a lack of clarity in selection processes, and the possibility of the
review process becoming politicised.
As further details emerge, we will continue to assess the impact of
these regulatory changes on portfolio companies and the broader
innovation landscape. We remain vigilant in monitoring the FDA’s
evolving approach to balancing expedited access with robust
evaluation standards. We are greatly encouraged by the overall
sentiment of these measures which are designed to improve
the path to market for the sorts of innovative therapies that we
invest in.
1 Source: US Food and Drug Administration (FDA), Novel Drug Approvals 2025.
Section 2: Investment Manager’s Review
13
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities
or adopt any investment strategy.
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1
1.5
2
2.5
3
3.5
4
4.5
5
5.5
60
65
70
75
80
85
90
95
100
105
110
Oct 2022 Feb 2023 Jun 2023 Oct 2023 Feb 2024 Jun 2024 Oct 2024 Feb 2025 Jun 2025
XBI Smaller Cap Biotech US 10yr
Biotech trades inversely with the US interest rates
3
XBI Smaller Cap Biotech vs. US Treasuries 10-year yield
Dislocation between yields and biotech performance
Source: Eikon Refinitiv, Schroders, August 2025.
%
Dovish Fed
rhetoric – peak rates?
FDA appointments
and tariffs
Silicon Valley
Bank failure
Source: Eikon Refinitiv, Schroders, August 2025.
Trends in the biotechnology sector tend to trade inversely with US
interest rates. This is largely a function of the valuation methods
used by the market, which apply a discount to future cash
flows based on the prevailing interest rate. The normal inverse
relationship between the performance of the biotechnology
sector and US interest rates was less relevant in this environment
of policy uncertainty, albeit lower interest rates from here could
prove supportive in the months ahead.
Strategy and portfolio positioning
Over the last four years, the strategy we have adopted for the
Company’s portfolio has shifted profoundly in response to the
evolving opportunity set. In 2021, when we took over as lead
Portfolio Managers, our cautious view of valuations in a period of
exuberance towards the biotechnology sector drove a focus on
larger, resilient, cash-flow generating businesses. This cautious
stance paid off through the market downturn of 2022, allowing
us to take advantage of lower valuations in 2023, moving back
towards smaller, earlier-stage companies as the market stabilised.
Shareholders have continued to see the benefit of these strategic
moves, as we have continued to build exposure to businesses that
are clinically de-risked. Currently, approximately 51% of the portfolio
is clinically de-risked i.e. passed through clinical development and
are either awaiting approval, launched or are profitable
2
.
Chart 4
Source: Schroders 2025
Biopharma – from discovery to product
2 Source: Schroders.
Chart 3
Section 2: Investment Manager’s Review
International Biotechnology Trust plc Annual Report and Financial Statements 2025
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There are several reasons for this positioning. Firstly, as illustrated
by chart 1 on page 11, the biotechnology industry has become
the main engine of healthcare innovation. Ten years ago, the
pharmaceutical sector was responsible for the bulk of new FDA
drug approvals, but it has since stepped away from internal
research and development (R&D), allowing biotechnology firms to
take up the mantle of innovation
3
. In 2024, more than 70% of new
drug approvals came from the biotechnology sector
3
.
Secondly, more than $200 billion of existing pharmaceutical
revenues are due to be lost by 2030 as patents on key drugs
expire
4
. Many major pharmaceutical companies may feel
compelled to engage in M&A activity in order to replace these
lost revenues, with late-stage, de-risked assets, such as the
ones that dominate the Company’s portfolio, at the top of their
shopping lists.
Thirdly, and perhaps most importantly, the portfolio is currently
dominated by biotechnology companies on the cusp of
commercialisation because this is where we are finding the most
compelling opportunities. These businesses are tantalisingly close
to becoming commercial success stories on their own.
Chart 5
IBT positioning versus Reference Index in "clinically de-risked" assets
As at 30 August 2025
Source: 2029 Consensus sales Bloomberg. * Cytokinetics expected to launch YE25 if approved by FDA
Company Disease area Launch year EV $mn ‘29 Sales $mn
‘29 EV/Sales % NAV % NBI
Madrigal
Fatty liver disease 2024 8,759 3,742
2.4x 4.2 1.0
Avidity
Muscle diseases 2026 5,993 703
3.7x 4.1 0.6
Vera IgA Nephropathy 2026 1,381 673
1.3x 3.8 0.1
Ascendis Hormone deficiency 2021 10,808 2,735
4.1x 3.5 1.2
Soleno
Prader Willi 2025 3,596 1,425
2.4x 2.4 0.0
Kalvista Hereditary Angioedema 2025 678 452
1.1x 2.3 0.1
Cytokinetics Hypertrophic cardiomyopathy 2025* 4,227 1,446
2.9x 2.1 0.5
Insmed
Bronchiectasis 2025 28,768 4,523
6.1x 1.9 2.5
Autolus
Leukaemia 2024 -99 627
N/A 1.4 0.0
Uniqure
Huntington’s disease 2026/27 896 676
0.9x 1.4 0.1
Total
17,607
Av 2.5x 24.7 6.1
M&A can offer a quick win for shareholders, but if these advanced
clinical-stage businesses remain independent, the ultimate
rewards may be even greater. Many of our key holdings will be
launching their therapies independently over the next couple of
years if they are not acquired.
Rare diseases
Another key portfolio focus is on rare diseases, currently the
largest exposure in the portfolio. We are drawn to this area
because it combines high unmet medical need with compelling
scientific and commercial dynamics. Regulatory frameworks such
as the Orphan Drug Act, introduced in 1983, offer meaningful
incentives – including market exclusivity and accelerated approval
pathways – that de-risk development and enhance value creation.
These incentives have helped make rare diseases a natural
launch pad for breakthrough technologies such as gene therapy
and RNA-based treatments, which were first validated in orphan
indications before expanding to broader applications.
Prominent positions in the portfolio that are involved in rare
diseases include Ascendis Pharma, which focuses on growth
hormone deficiency and other rare endocrine disorders, Avidity
Biosciences, a clinical stage company focused on rare muscle
disorders, and KalVista Pharmaceuticals, which is developing
therapies for hereditary angioedema, a rare disorder causing
unpredictable and potentially life-threatening swelling episodes.
Oncology
Oncology continues to represent a significant component of our
portfolio, reflecting ongoing innovation in targeted therapies,
cell-based treatments, and immuno-oncology. However, the
remarkable progress seen within the sector has attracted
a growing number of entrants, leading to an increasingly
competitive and, at times, less differentiated project landscape.
Given this heightened competition and the rapidly shifting
development landscape, we have adopted a more measured
approach to oncology investments, selecting opportunities
with the most compelling prospects. While oncology remains a
significant area in the portfolio, we currently see more attractive
opportunities in fields characterised by high unmet medical
need, where differentiation and value creation may be more
pronounced.
3 Source: US Food and Drug Administration (FDA), NDA/BLA Approvals; Bank of America Global Research, company reports.
4 Source: Evaluate Pharma May 2024.
Any reference to sectors/countries/stocks/securities are for illustrative purposes only and not a recommendation to buy or sell any financial instrument/securities
or adopt any investment strategy.
Section 2: Investment Manager’s Review
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Outlook & conclusion
The investment case for biotechnology is rooted in powerful
global trends – ageing populations, rising chronic disease
burdens and the urgent need to improve healthcare efficiency.
As governments and public health systems grapple with rising
costs, fiscal deficits and growing demand for better outcomes,
our strategy has focused on the companies best placed to deliver
both therapeutic innovation and long-term value.
The Company’s portfolio contains many advanced clinical-stage
assets that may well prove too tempting for larger pharmaceutical
companies, with their bare pipelines and looming patent cliffs,
to ignore. Pharmaceutical companies, like us, are seeking best
in class assets at reasonable valuations. M&A may well prove a
catalyst for continued outperformance as it has done before, but
importantly, we are not counting on it. For most of the largest
holdings in the portfolio, there are two clear paths ahead for
value creation. They may be acquired by larger pharmaceutical
businesses at a share price premium, or they can commercialise
their technology independently. Either way, shareholders stand
to benefit. In our view, this is a positive situation for the Company
and its shareholders.
Of course, many risks remain, some macro and some micro, some
known and some unknown. But with powerful structural tailwinds
and valuations low in the context of history, we are optimistic that
the sector can deliver positive progress in the years ahead. With
our bottom-up stock picking and top-down risk aware overlay, we
are well positioned, as skilled active, specialist investors to reap
rewards from outperforming biotechnology companies while
protecting our investors from downside risk. With a portfolio full
of innovation and near-term catalysts, we believe the Company
is positioned not just to participate in the sector’s continued
progress – but to outperform it.
We appreciate your continued support and look to the future with
great confidence.
Ailsa Craig and Marek Poszepczynski
Portfolio Managers
Schroder Investment Management Limited
5 November 2025
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Top Ten Quoted Investments
At 31 August 2025
1
Madrigal Pharmaceuticals
Market cap: US$9.8bn
% of investments: 4.4% (2024: 1.3%)
Therapeutic area: Metabolic
Description:
A biopharmaceutical company focused on developing novel therapeutics for metabolic dysfunction-associated steatohepatitis
(MASH), a serious liver disease with high unmet medical need. Their main approved drug, Rezdiffra, targets liver scarring and MASH
progression. Founded in 2008 and listed publicly in 2016, Madrigal has achieved FDA approval for its first MASH treatment. Consensus
sales of Rezdiffra are expected to exceed US$1 billion in 2026.
Source: Bloomberg.
2
Avidity Biosciences
Market cap: US$6.0bn
% of investments : 4.3% (2024: n/a)
Therapeutic area: Rare Diseases
Description:
A biotechnology company developing a new class of RNA therapeutics called antibody oligonucleotide conjugates (AOCs) that combine
monoclonal antibody specificity with precision oligonucleotide therapies to treat previously untreatable genetic diseases. Their pipeline
targets rare muscle diseases such as myotonic dystrophy type 1 (pivotal data expected in 2026) and Duchenne muscular dystrophy.
3
Vera Therapeutics
Market cap: US$1.4bn
% of investments : 4.0% (2024: 4.6%)
Therapeutic area: Rare Diseases
Description:
A biotechnology company focused on developing treatments for serious immune-mediated diseases, particularly autoimmune
conditions like IgA nephropathy. Their lead product candidate, atacicept targets the B cell/plasma cell-mediated autoimmune pathway.
Atacicept is expected to be filed at the FDA by year-end 2025.
4
Regeneron Pharmaceuticals
Market cap: US$61.6bn
% of investments : 3.9% (2024: n/a)
Therapeutic area: Auto-immune
Description:
A global established biotechnology leader inventing, developing, and commercialising medicines for serious diseases including
ophthalmology, inflammatory, cancer, cardiovascular, neurological, infectious, and rare diseases. Founded in 1988, the company’s
revenues are expected to reach cUS$14 billion in 2025.
5
Ascendis Pharma
Market cap: US$11.7bn
% of investments : 3.7% (2024: 1.6%)
Therapeutic area: Rare Diseases
Description:
A global biopharmaceutical company applying its innovative TransCon technology platform to develop therapies for rare endocrinology
diseases, with a focus on improving treatment safety, efficacy, and convenience. Headquartered in Denmark and has two approved
products on the market. Sales are expected to exceed US$1 billion in 2026.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
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6
Akero Therapeutics
Market cap: US$3.7bn
% of investments : 3.7% (2024: 1.3%)
Therapeutic area: Metabolic
Description:
A clinical-stage biotechnology company developing treatments for metabolic diseases, including MASH. Its lead product candidate
efruxifermin is in advanced clinical trials for patients with pre-cirrhotic and cirrhotic MASH.
7
Soleno Therapeutics
Market cap: US$3.6bn
% of investments : 2.6% (2024: n/a)
Therapeutic area: Rare Diseases
Description:
A biotechnology company focused on developing and commercializing novel therapies for rare diseases, especially Prader-Willi
Syndrome (PWS). Their lead candidate Vykat XR was launched in 2025 and significantly lessens hyperphagia (excessive hunger)
symptoms in PWS.
8
Kalvista Pharmaceuticals
Market cap: US$0.7bn
% of investments : 2.4% (2024: 1.5%)
Therapeutic area: Rare Diseases
Description:
A global biotechnology company committed to developing oral therapies for rare diseases, initially targeting hereditary angioedema
(HAE). Their first approved oral on-demand treatment for HAE (Ekterly) offers an alternative to previously available injectable therapies
and was approved in July 2025.
9
Cytokinetics
Market cap: US$4.2bn
% of investments : 2.2% (2024: 2.8%)
Therapeutic area: Cardiology
Description:
A biotechnology company focusing on muscle biology for a specific type of cardiovascular disease. The company has filed their lead
asset aficamten with the FDA and is expected to receive approval before the end of 2025.
10
Biomarin Pharmaceuticals
Market cap: US$11.2bn
% of investments : 2.2% (2024: 4.0%)
Therapeutic area: Rare Diseases
Description:
An established, biotechnology company focused on developing novel therapeutics for rare diseases. The company has eight approved
products on the market and a strong pipeline. Biomarin turned profitable in 2022 and is expected to have US$3.5 billion in sales in
2026.
Section 2: Investment Manager’s Review
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Largest Unquoted Investments
At 31 August 2025
1
SV BCOF
% of investments: 3.5% (2024: 2.8%)
Venture Fund
Description:
An investment in a venture capital fund, SV BCOF, which focuses on biotechnology companies that are either in the clinic and/or which
have the potential to enter the clinic within 12 months (near clinical stage), typically Series B and beyond. The fund also invests in listed
equities subject to the restrictions set out in its investment guidelines. The fund’s portfolio consists of 13 underlying investments.
2
SV Fund VI
% of investments: 3.1% (2024: 4.4%)
Venture Fund
Description:
An investment in a venture capital fund, SV Fund VI, which invests in portfolio companies across three sectors: biotechnology,
healthcare services and medical devices. SV Fund VI’s portfolio consists of 13 underlying investments, one of which was listed as at
31 August 2025.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
20
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Investment Portfolio
At 31 August 2025
Quoted Investments
Equities
As at 31 August 2025
Investment Therapeutic area Geographic location £’000 %
Madrigal Pharmaceuticals Liver United States 11,728 4.4
Avidity Biosciences Rare diseases United States 11,671 4.3
Vera Therapeutics Auto-immune United States 10,804 4.0
Regeneron Pharmaceuticals Ophthalmology United States 10,554 3.9
Ascendis Pharma Rare diseases Denmark 9,977 3.7
Akero Therapeutics Other United States 9,958 3.7
Soleno Therapeutics Rare diseases United States 6,764 2.6
Kalvista Pharmaceuticals Rare diseases United States 6,495 2.4
Cytokinetics Other United States 6,013 2.2
Biomarin Pharmaceutical Rare diseases United States 5,805 2.2
Apogee Therapeutics Auto-immune United States 5,798 2.2
Insmed Inc Rare diseases United States 5,470 2.0
Scholar Rock Metabolic United States 5,427 2.0
Argenx Auto-immune Netherlands 5,174 1.9
Neurocrine Biosciences Central nervous system United States 4,916 1.8
Travere Therapeutics Auto-immune United States 4,772 1.8
Crinetics Pharmaceuticals Other United States 4,155 1.5
Novocure Oncology United States 4,059 1.5
Autolus Therapeutics Cell therapy United Kingdom 4,049 1.5
UniQure Haematology Netherlands 3,915 1.5
Amicus Therapeutics Rare diseases United States 3,790 1.4
Apellis Pharmaceuticals Rare diseases United States 3,518 1.3
Biocryst Pharmaceuticals Rare diseases United States 3,278 1.2
Bicara Therapeutics Oncology United States 3,256 1.2
Arcellx Inc Oncology United States 3,081 1.1
Newamsterdam Pharma Cardiovascular Netherlands 3,045 1.1
Janux Therapeutics Oncology United States 3,021 1.1
Wave Life Sciences Rare diseases United States 2,994 1.1
Biogen Inc Central nervous system United States 2,974 1.1
Aurinia Pharmaceuticals Auto-immune Canada 2,892 1.1
Zai Laboratory Oncology China 2,824 1.1
BeOne Medicines Oncology China 2,816 1.0
CG oncology Oncology United States 2,816 1.0
Cogent Biosciences Oncology United States 2,806 1.0
Immunocore Oncology United Kingdom 2,613 1.0
Sanofi-Aventis Autoimmune United States 2,604 1.0
AstraZeneca Oncology United Kingdom 2,429 0.9
Denali Therapeutics Central nervous system United States 2,369 0.9
Agios Pharmaceuticals Cancer United States 2,357 0.9
Olema Pharmaceuticals Oncology United States 2,356 0.9
Section 2: Investment Manager’s Review
21
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
As at 31 August 2025
Investment Therapeutic area Geographic location £’000 %
Bridgebio Pharma Rare diseases United States 2,341 0.9
Metsera Metabolic United States 2,323 0.9
Xenon Pharmaceuticals Other Canada 2,311 0.9
United Therapeutics Pulmonary United States 2,307 0.9
Ideaya Biosciences Oncology United States 2,257 0.8
Intellia Therapeutics Rare diseases United States 2,257 0.8
Summit Therapeutics Oncology United States 1,997 0.7
Solid Biosciences Rare diseases United States 1,988 0.7
Compass Pathways CNS United Kingdom 1,862 0.7
Vaxcyte Rare diseases United States 1,802 0.7
Legend Biotech Oncology United States 1,718 0.7
Vir Biotechnology Infectious Diseases United States 1,668 0.6
TG Therapeutics Autoimmune United States 1,635 0.6
Immatics Oncology United Kingdom 1,606 0.6
Edgewise Therapeutics Cardiovascular United States 1,604 0.6
Silence Therapeutics Cardiovascular United Kingdom 1,577 0.6
Structure Therapeutics Other United States 1,554 0.6
Day One Biopharmaceuticals Rare diseases United States 1,500 0.6
Syndax Pharmaceuticals Oncology United States 1,476 0.6
Axsome Therapeutics Central nervous system United States 1,388 0.5
Rhythm Pharmaceuticals Metabolic United States 1,345 0.5
Zevra Therapeutics Rare diseases United States 1,317 0.5
MBX Biosciences Endocrinology United States 1,282 0.5
PTC Therapeutics Rare diseases United States 1,220 0.5
Terns Pharmaceuticals Metabolic United States 1,119 0.4
Viking Therapeutics Metabolic United States 1,114 0.4
MannKind Corporation Pulmonary United States 1,071 0.4
Krystal Biotech Rare diseases United States 1,016 0.4
Halozyme Therapeutics Other United States 828 0.3
Celldex Therapeutics Auto-immune United States 785 0.3
Merus Oncology Netherlands 740 0.3
Ultragenyx Pharmaceutical Rare diseases United States 720 0.3
Arcutis Biotherapeutics Autoimmune United States 650 0.2
Mineralys Therapeutics Cardiology United States 474 0.2
Neurogene Rare diseases United States 411 0.2
Dyne Therapeutics Rare diseases United States 367 0.1
Kura Oncology Oncology United States 355 0.1
Arbutus Biopharma Infectious Diseases United States 333 0.1
Pharvaris Rare diseases Netherlands 192 0.1
Total equities 247,853 92.3
Quoted Investments (continued)
Equities
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
22
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Unquoted Investments
Investments held through a venture fund
As at 31 August 2025
Investment Sector classification Geographic location £’000 %
SV BCOF Venture fund United Kingdom 9,518 3.5
SV Fund VI Venture fund United States 8,332 3.1
Total investments held through a venture fund 17,850 6.6
Exited investments with contingent milestones
Exited unquoted companies for which the Company retains rights to receive future contingent performance-based payments are
shown below:
As at 31 August 2025
Investment Therapeutic area Geographic location £’000 %
Ikano Therapeutics Auto-immune United States 2,486 0.9
Convergence Auto-immune United States 350 0.1
Total exited investments with contingent milestones 2,836 1.0
Exited investments in liquidation
As at 31 August 2025
Investment Therapeutic area Geographic location £’000 %
TopiVert Other United Kingdom 40 –
Total exited investments in liquidation 40 –
Directly-held unquoted investments
Directly-held unquoted investments held by the Company are shown below:
As at 31 August 2025
Investment Therapeutic area Geographic location £’000 %
Autifony Therapeutics Other United Kingdom 341 0.1
Total directly-held unquoted investments 341 0.1
Summary of Investments
As at 31 August 2025
Investment £’000 %
Equities 247,853 92.3
Investments held through a venture fund 17,850 6.6
Exited investments with contingent milestones 2,836 1.0
Exited investments in liquidation 40 –
Directly-held unquoted investments 341 0.1
Total investments 268,920 100.0
Section 2: Investment Manager’s Review
23
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Investment Approach and Process
The Company aims to give its investors access to the whole
spectrum of the biotechnology sector, from early stage private
companies with pre-clinical projects through to mega-cap
biotechnology companies which have products already making
a profit.
The Company’s assets include both a quoted portfolio and
an unquoted portfolio. The Board of Directors has set size
parameters for the unquoted portfolio of between 5% and
15% of NAV, which at 31 August 2025 was 7.8%. This portfolio
currently comprises investments in two funds (SV Fund VI and SV
BCOF), in addition to some legacy direct unquoted investments.
These assets are managed by SV Health. See page 23 for more
information on the unquoted portfolio.
The quoted portfolio is managed by your joint lead managers,
Ailsa Craig and Marek Poszepczynski (the “Portfolio Managers”).
They have been the lead managers since March 2021, and both
have worked with the Company for a long period ahead of that;
Ailsa Craig since 2006 and Marek Poszepczynski since 2013. For
more information on your Portfolio Managers, please visit the
Company’s web pages: www.ibtplc.com.
Bottom-up stock picking with an important top-down overlay
Factors considered (in no particular order)
Market cap
Interest rates
Diversification
Therapeutic area
Political landscape
Development stage
Macro environment
Investment process overview
The management team considers bottom-up factors as well as top-down
Source: Schroders. Factors considered listed in no particular order.
Single/wholly owned asset
Unmet medical need
Monopoly position
Financial strength
Pricing power
Management
Valuation
Liquidity
ESG
Bottom up
Top down
Source: Schroders.
The Portfolio Managers’ approach is essentially a bottom-up stock
picking process, but with an important predominantly macro
driven top-down overlay. Investor appetite for biotechnology
investing tends to be cyclical which causes the sector to shift from
being undervalued to overvalued at different points in the cycle.
RECOVERY
M&Akickstarts and
valuations startto
recover
EQUILIBRIUM
Fairvalue, growth,IPO
window opens, influx of
Capital, steady stream
of M&A
CORRECTION
M&A dries up,
investment outflows
EUPHORIA
Hyped values, booming
IPOs
Wheredo we
think we arenow?
DESPAIR
Company values depressed
Source: Schroders, December 2023.
This is why the top-down overlay is important as it enables the
Company to preserve your capital by tilting the portfolio into
the more defensive large-cap stocks when a market correction
is anticipated, and back into the higher growth smaller-cap
earlier stage companies when a period of stability and investor
optimism is expected. During the first half of the financial year
ended 31 August 2025 our Portfolio Managers saw significant
uncertainty arising from Liberation Day, turmoil at the FDA
and fear around the potential implementation of tariffs which
drove risk-off market sentiment. In the second half of the fiscal
year however, greater clarity on the regulatory, political and
economic environment improved market sentiment, and company
fundamentals once again became the main driver of market
performance, leading to positive momentum after a prolonged
bear market. The Portfolio Managers anticipated that companies
with assets that had completed their clinical trials and were on the
cusp of commercialisation would lead the rally, and positioned the
portfolio accordingly.
The investment cycle drives the top-down overlay
In order to anticipate the investor sentiment towards the sector,
the Portfolio Managers monitor several factors which are seen as
leading indicators for an improvement in the sector’s investment
performance.
There is a strong inverse correlation between US interest rates
and the performance of the biotechnology sector. This means that
when the Federal Reserve cuts interest rates, the biotechnology
sector has historically performed better relative to the broader
market. Due to the long duration of the process of developing a
new drug, lower interest rates discount future potential profits
less than the opposite.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
24
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
M&A has long been a part of the biotechnology sector’s
ecosystem with the majority of innovative drug development
taking place in biotechnology companies, but the majority
of sales and manufacturing of approved drugs taking place
in major pharmaceutical companies. Many pharmaceutical
companies are currently cash rich and able to raise debt
(especially those who profited from the COVID pandemic). These
companies are also facing a number of key patent expiries on
their most profitable products. Therefore, their appetite to buy
biotechnology companies with strong products is high. When the
pharmaceutical companies’ appetite for acquisitions accelerates,
it is a good sign that investor appetite for stocks will follow.
During the year to 31 August 2025, the Company profited from
five acquisitions of companies in its portfolio (see the Portfolio
Managers’ Report on page 10).
Access to equity finance is a further indicator of the financial
health of the biotechnology sector. When companies are able to
access secondary equity finance effectively, the window for IPOs
edges open, which is a real test of investor appetite for the sector.
In the year ended 31 August 2025, the IPO market remained
suppressed, a sign that in spite of the positive momentum in the
second half of the fiscal year, the market has yet to draw in the
support of generalist investors. This means that valuations remain
reasonable compared to historical highs which indicates that the
cycle remains in the Equlibrium phase and has not yet tipped
into Euphoria.
These factors are all carefully monitored by your Portfolio
Managers to inform their investment decisions with regard to
their top-down overlay.
Diversification is also an important component for the top-down
overlay. Ensuring that the portfolio is appropriately balanced
across a range of therapeutic areas is important as when one
company hits the buffers, its whole subsector tends to experience
a downturn. The portfolio is also diversified across various size
brackets and stages of development.
Bottom-up stock picking in the biotechnology sector
Complementary to Ailsa Craig’s skills, Marek Poszepczynski’s
background in business development is particularly useful for
stock picking and the Company’s Portfolio Managers employ
many of the same approaches used by the business development
departments of pharmaceutical companies when they are
evaluating potential licensing and M&A candidates.
Idea generation is important in identifying prospective portfolio
companies. Most of the listed biotechnology companies have
chosen to base themselves in the US where they have superior
access to equity finance and the largest market in the world.
Your Portfolio Managers travel regularly to the US to enhance
their idea generation. Most of their interactions with prospective
portfolio companies take place at investment conferences,
scientific conferences and in virtual one-to-one meetings
organised by the Portfolio Managers themselves. The team also
has access to the expertise of portfolio managers who invest
in healthcare at Schroders. For example, when assessing the
likelihood of a particular pharmaceutical company making a
biotechnology acquisition, the Schroders Healthcare team will
have in-depth knowledge of that pharmaceutical company.
Furthermore, the Portfolio Managers have access to Key Opinion
Leaders in relation to particular areas of science, regulation,
clinical statistics and other fields.
The Portfolio Managers favour companies which have a great
product with compelling science which addresses an unmet
medical need, giving the company potential pricing power.
The company’s management should have experience with
developing drugs and guiding them through the clinical and
regulatory process and the company should have a cash runway
of at least two years. The valuation should be reasonable, and
the shares should be liquid enough to enable an active trading
approach. The therapeutic area should not be too crowded – a
monopoly position and a wholly owned asset are optimal and the
company should meet our ESG thresholds.
Diversification through investing in baskets
In certain areas, there can be a race among several companies
with competing technologies to address similar conditions. When
they are at the earlier stages of development, it is hard to predict
which companies will succeed as the variables are unpredictable.
A basket approach to investing at this stage helps to preserve
capital by taking a small stake in a number of similar companies.
As the companies progress through their regulatory and clinical
trial journey, it becomes clearer which companies are most likely
to succeed at which point some ideas can be removed from the
basket in favour of larger stakes in others. Currently the Company
has baskets of stocks in the fields of metabolics, auto-immune,
CNS (including mental health), rare diseases and emerging
oncology as well as a basket of potential M&A candidates.
Preserving capital through binary event trading and
trading discipline
Investing in liquid stocks is crucial to the Company’s Portfolio
Managers due to their active trading in the portfolio.
Investors tend to be optimistic, which means that as a company
approaches a point in its development where the result will be
binary (the drug is toxic or it isn’t; the drug works, or it doesn’t;
the drug is approved, or it isn’t), the value of the company tends
to rise, thanks to optimistic investors buying the shares. The
Portfolio Managers like to hold the shares during this optimistic
price rise, but reduce the position ahead of the announcement
of the news, in order not to expose the portfolio to a potential
catastrophic loss in the event of bad news. It may mean that
the Company misses out on part of the price rise, but it can
buy the shares back at a lower risk-weighted valuation after a
positive announcement if it chooses to do so. This approach
has historically led to lower volatility in the Company than the
Reference Index.
Trading discipline is also important – even when a company meets
all the criteria of compelling science, a great management team
and good prospects, if the valuation has become dislocated from
the future financial prospects for the company, the investment
has to be re-evaluated. In a sector which experiences swings into
Euphoria, it is important not to be seduced by the hype and have
the discipline to sell a good stock which has become overvalued,
in order to preserve capital.
Managing the gearing level
The Company currently has a secured credit facility with the Bank
of Nova Scotia Bank, London Branch, which enables it to borrow
extra money to invest which can generate superior returns in
a rising market but can enhance losses in a market correction.
The Company’s Portfolio Managers deploy gearing tactically
depending on where they see opportunities and the overall sector
dynamics. During the year ended 31 August 2025, the Portfolio
Managers increased gearing to a high of 19.5% when the sector
experienced a sharp downturn following Liberation Day giving
investors a geared response to the rally that followed. Since then,
they have reduced gearing to a more normalised range of 5-10%.
Section 2: Investment Manager’s Review
25
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
ESG Integration
These following paragraphs reflect the ESG views and activities
of the Manager in relation to the Company’s portfolio, and more
widely.
Active management
The investment team actively engages with existing and
potential portfolio company management to help protect and
grow investors’ capital. The team benefits from excellent access
to the management of biotechnology companies, owing to
Schroders’ status as a large, independent asset manager, and
the long-standing relationships it has established within the
sector. Together with Schroders’ active ownership specialists,
the team engages with companies regarding their policies and,
where necessary, proposes changes to encourage shareholder
alignment, a long-term view and the investment in the company
by management. The team is prepared to vote against portfolio
company management on behalf of the Company and seeks
to effect management change where sufficient shareholder
alignment is not achieved. Should engagement be unsuccessful
on material issues, the team would consider the adjustment of
position sizing, although this is not the preferred path.
Extensive engagement with portfolio companies
The Investment Manager believes that, through thorough
diligence and analysis, there is potential to deliver excess
returns to shareholders and capture value where others may
not. Detailed analysis of company documents, clinical data and
scientific reports, company meetings and visits, and the use of
industry analysts, Key Opinion Leaders in scientific fields, trial
design and clinical statistics, are all a vital part of the Investment
Manager’s research process.
It is the application of experience to these varied inputs,
coupled with Schroders’ global in-house analytical resources,
that provide the Portfolio Managers with the potential to deliver
attractive returns.
As part of this process, the Portfolio Managers meet with
company management teams prior to investing, as well
as meeting with the management of portfolio companies
at least once a year. In addition to meetings with portfolio
companies, the investment team also meets with other industry
participants to gain insights into the peers and competitors of
portfolio companies.
Dedicated team of ESG specialists
Schroders has always taken pride in our level of engagement
with companies. Our brand, as well as skilled analytical resource,
affords us the ability to regularly engage with companies on all
aspects of corporate strategy, including specific ESG/sustainability
matters. We are fortunate at Schroders to have a large, dedicated
team of ESG/sustainability specialists, as well as proprietary
screening systems SustainEx™ and CONTEXT™, which together
provide proprietary analytics and tools which help to analyse and
engage with individual companies on ESG issues. The Portfolio
Managers liaise regularly with the ESG/sustainability team to
ensure that these factors inform the investment process.
The table below shows the Manager’s engagement in respect of
portfolio holdings and voting:
As at
31 August 2025
As at
31 August 2024
Shareholder meetings voted at 85 70
Number of proposals voted on 710 672
Number of votes against
management 144 141
Votes against management (%) 20.28 20.98
Source: Schroders.
Responsible investment
The Company delegates to its Manager the responsibility for
taking ESG issues into account when assessing the selection,
retention and realisation of investments. The Board expects
the Manager to engage with investee companies on social,
environmental and business ethics issues and to promote
best practice. The Board expects the Manager to exercise the
Company’s voting rights in consideration of these issues.
In addition to the description of the Manager’s integration of
ESG into the investment process and the details in this report,
a description of the Manager’s policy on these matters can be
found on the Schroders website at: www.schroders.com. The
Board notes that Schroders believes that companies with good
ESG management often perform better and deliver superior
returns over time. Engaging with companies to understand
how they approach ESG management is an integral part of the
investment process. Schroders has committed to the UN Global
Compact, amongst codes and standards and information about
the application of Schroders’ sustainability and responsible
investment policies can be found at: https://www.schroders.com/
en/sustainability/corporateresponsibility/.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
26
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
27
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 2: Investment Manager’s Review
Job No: 101397 Proof Event: 15 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 15 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Annual Report T: 0207 055 6500 F: 020 7055 6600
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
28
Job No: 101397 Proof Event: 15 Black Line Level: 3 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Annual Report T: 0207 055 6500 F: 020 7055 6600
Section 3: Strategic Report
The Company 30
Stakeholder Engagement – Section 172 Report 34
Risk Report 38
Conclusion 42
Section 3: Strategic Report
International Biotechnology Trust plc Annual Report and Financial Statements 2025
29
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: Annual Report T: 0207 055 6500 F: 020 7055 6600
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Customer: Schroders Project Title: Annual Report T: 0207 055 6500 F: 020 7055 6600
Purpose, values and culture
The Company’s purpose is to create
long-term shareholder value, in line
with the investment objective.
The Company’s culture is driven by its
values: transparency, engagement and
rigour, with collegial behaviour and
constructive, robust challenge. The values
are all centred on achieving returns for
shareholders in line with the Company’s
investment objective. The Board also
sets out the effective management
or mitigation of the risks faced by the
Company and, to the extent it does not
conflict with the investment objective, aims
to structure the Company’s operations
with regard to all its stakeholders and take
account of the impact of the Company’s
operations on the environment and the
community.
As the Company has no employees and
acts through its service providers, its
culture is represented by the values and
behaviour of the Board and third parties
to which it delegates. The Board aims to
fulfil the Company’s investment objective
by encouraging a culture of constructive
challenge with all key suppliers and
openness with all stakeholders. The
Board is responsible for embedding the
Company’s culture in its operations.
The Company
Business model
The Board appointed Schroder Unit
Trusts Limited (the “Manager”), with effect
from 20 November 2023, to implement
the investment strategy and to manage
the Company’s assets in line with the
appropriate restrictions placed on it by
the Board, including limits on the type and
relative size of holdings which may be held
in the portfolio and on the use of gearing,
cash, derivatives and other financial
instruments as appropriate. The terms of
the appointment of the Manager, and the
delegation by the Manager of investment
management services to Schroder
Investment Management Limited (“SIM” or
the “Investment Manager”), are described
more completely in the Directors’ Report.
The Manager also promotes the Company
using its sales and marketing teams.
The Board and Manager work together
to deliver the Company’s investment
objective, as demonstrated in the diagram
below.
• Set objectives, strategy
and key performance
indicators (KPIs)
• Appoints the Manager
and other service
providers to achieve
objectives
• The Investment Manager
implements the investment
strategy by following an
investment process
• Supported by strong
research and risk
environment
• Regular reporting and
interaction with the Board
The Board is focused on ensuring that:
• the Company remains attractive to
investors
• the fees and ongoing charges
remain competitive
• Marketing and sales
capability of the Manager
• Support from the
corporate broker with
secondary market
intervention to support
discount/premium
management
• Portfolio and risk
management
• Achievement of KPIs
• Use of gearing
• Discount/premium and
liquidity management
through share issuance
and repurchase
SHAREHOLDER
VALUE
Board
PromotionInvestment
OversightStrategy
Competitiveness
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
30
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Investment trust status and continuation vote
The Company carries on business as an
investment trust. Its shares are listed and
admitted to trading on the main market of
the London Stock Exchange. It has been
approved by HM Revenue & Customs as
an investment trust in accordance with
section 1158 of the Corporation Tax Act
2010, by way of a one-off application, and it
is intended that the Company will continue
to conduct its affairs in a manner which will
enable it to retain this status.
The Company is domiciled in the UK and is
an investment company within the meaning
of section 833 of the Companies Act 2006.
The Company is not a “close” company for
taxation purposes.
It is not intended that the Company should
have a limited life but the Directors consider
it desirable that the shareholders should
have the opportunity to review the future
of the Company at appropriate intervals.
Accordingly, the Articles of Association
contain provisions requiring the Directors
to put a proposal for the continuation
of the Company to shareholders at two
yearly intervals. Accordingly, a continuation
vote will be proposed at the Company’s
forthcoming AGM in 2025.
KPIs
The Board reviews performance using a number of key measures,
to monitor and assess the Company’s success in achieving its
objective. Further comment on performance can be found in the
Chair’s Statement. The following KPIs are used:
• NAV performance;
• Share price premium/discount;
• Share price performance and yield; and
• Ongoing charges ratio.
Some KPIs are Alternative Performance Measures (APMs), and
further details and definitions of these terms can be found on
page 105.
Investment objective
The Company’s investment objective is
to achieve long-term capital growth by
investing in biotechnology and other life
sciences companies.
Investment policy
The Company will seek to achieve its
objective by investing in a diversified
portfolio of companies which may be
quoted or unquoted and whose shares
are considered to have good growth
prospects, with suitably experienced
management and strong potential
upside through the development and/
or commercialisation of a product, device
or enabling technology. Investments may
also be made in related sectors such as
medical devices and healthcare services.
While the Company’s portfolio is held
as one pool of assets, for operational
purposes there is a quoted portfolio
and an unquoted portfolio. The portfolio
is diversified by geography, industry
sub-sector and investment size with no
single investment in a company normally
accounting for more than 15% of the
portfolio at the time of investment.
The portfolio is split between large, mid
and small-capitalisation companies,
primarily quoted on stock exchanges
in North America, where the most
established and commercial biotechnology
and other life sciences companies
operating in related sectors are based,
though investments may also be made in
Europe, Asia and Australia. Investments
may also be made into unquoted
companies and into funds not quoted on a
stock exchange, including venture capital
funds. This may include funds managed by
the Fund Manager and/or members of its
group. The primary purpose of investment
in unquoted funds will be to gain exposure
to unquoted companies.
The Company may invest through equities,
index-linked securities and debt securities,
cash deposits, money market instruments
and foreign currency exchange
transactions. Forward or derivative
transactions are not used by the Company.
The Company may borrow from time
to time to exploit specific investment
opportunities, rather than to apply long-
term structural gearing to the Company’s
portfolio of investments.
Investment restrictions and spread of investment risk
The Company observes the following
investment restrictions:
• The Company will invest primarily in
biotechnology and other life science
companies that are either quoted or
unquoted.
• The Company will normally invest no
more than 15% in aggregate, of the
value of its gross assets in any one
individual company at the time of
acquisition.
• The great majority of the Company’s
assets will be invested in the quoted
biotechnology sector with a global
mandate across the entire spectrum of
quoted companies. The weighting of
investment in unquoted companies will
vary according to the attractiveness of
the opportunities identified.
• Gearing is restricted to 30% of NAV.
• The Company will invest no more than
15% in aggregate, of the value of its
gross assets in other closed-ended
investment companies quoted on the
London Stock Exchange or any other
stock exchanges.
No material change will be made to the
investment objective or policy without
the approval of shareholders by ordinary
resolution.
Section 3: Strategic Report
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Corporate and social responsibility
Diversity policy
The Board has adopted a diversity and
inclusion policy. Appointments and
succession plans will always be based
on merit and objective criteria and,
within this context, the Board seeks
to promote diversity of gender, social
and ethnic backgrounds, cognitive
and personal strengths. The Board will
encourage any recruitment agencies it
engages to find a range of candidates
that meet the objective criteria agreed
for each appointment. Candidates for
Board vacancies are selected based on
their skills and experience, which are
matched against the balance of skills and
experience of the overall Board, taking
into account the criteria for the role being
offered.
Statement on Board diversity –
gender and ethnic background
The Board has made a commitment to
consider diversity when reviewing the
composition of the Board and notes the
UK Listing Rule requirements regarding
the targets on board diversity:
• at least 40% of individuals on the Board
are women;
• at least one senior Board position is
held by a woman; and
• at least one individual on the Board is
from a minority ethnic background.
The FCA defines senior board positions
as Chair, Chief Executive Officer (CEO),
Chief Financial Officer (CFO) or Senior
Independent Director (SID). As an
investment trust with no executive officers,
the Company has no CEO or CFO. The
Board has reflected the senior positions
of the Chair of the Board, the Chair of
the Audit Committee and the SID in its
diversity tables.
The Board has chosen to align its
diversity reporting reference date with
the Company’s financial year-end and
proposes to maintain this alignment for
future reporting periods. The following
information has been provided by each
Director through the completion of a
questionnaire.
As at 31 August 2025, the Company met
all of the criteria in relation to the number
of women on the Board, for at least one
senior board position to be held by a
woman and for at least one individual on
the Board to be from a minority ethnic
background. There have been no changes
between 31 August 2025 and the date
of publication of the Annual Report and
Financial Statements.
The below tables set out the gender and ethnic diversity composition of the Board as at 31 August 2025 and at the date of this report.
Gender identity
Number of
Board members
%
of the Board
Number of
senior positions
1
on the Board
Men 2 40 1
Women 3 60 2
Not specified/prefer not to say – – –
Ethnic background
Number of
Board members
%
of the Board
Number of
senior positions
1
on the Board
White British or other White (including minority-white groups) 4 80 3
Mixed/multiple ethnic groups – – –
Asian/Asian British – – –
Black/African/Caribbean/Black British 1 20 –
Other ethnic group, including Arab – – –
Not specified/prefer not to say – – –
1
The Company considers the positions of Chair of the Board of Directors, SID, and Chair of the Audit Committee to be senior positions of the Board.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Promotion
The Company promotes its shares to a
broad range of investors who have the
potential to be long-term supporters of
the investment strategy. The Company
seeks to achieve this through its Manager
and corporate broker, who promote the
shares of the Company through regular
contact with both current and potential
shareholders as well as their advisers.
These activities consist of investor lunches,
one-on-one meetings, regional road
shows and attendances at conferences
for professional investors. In addition, the
Company’s shares are supported by the
Manager’s wider marketing of investment
companies targeted at all types of
investors; this includes maintaining close
relationships with adviser and execution-
only platforms, advertising in the trade
press, maintaining relationships with
financial journalists and the provision of
digital information on Schroders’ website.
The Board also seeks active engagement
with investors, and meetings with the
Chair are offered to investors when
appropriate, and further details are
provided in the section ‘Relations with
shareholders’ below.
Shareholders are encouraged to sign up to
the Manager’s Investment Trusts update,
to receive information on the Company
directly https://schro.link/ibt_subscribe.
Details of the Board’s approach to
discount management and share issuance
may be found in the Chair’s Statement on
page 4 and in the Annual General Meeting
– Recommendations on page 100.
Relations with shareholders
Shareholder relations are given high
priority by both the Board and the
Manager. The Company communicates
with shareholders through its web pages,
monthly factsheets and the Annual and
Half Year Reports which aim to provide
shareholders with a clear understanding
of the Company’s activities and its results.
The Board’s policy is to communicate
directly with shareholders and their
representative bodies without the
involvement of the management group
(either the Company Secretary or the
Manager) in situations where direct
communication is required. Representatives
from the Board offer to meet with major
shareholders on an annual basis in order to
ascertain their views.
The Company Secretary acts on behalf
of the Board, not the Manager, and
there is no filtering of communication.
At each Board meeting, the Board
receives full details of any communication
from shareholders to which the Chair
responds, as appropriate, on behalf
of the Board. The Company Secretary
has no express authority to respond to
enquiries addressed to the Board and all
communication, other than junk mail, is
redirected to the Chair.
In addition, in relation to institutional
shareholders, members of the Board may
be either accompanied by the Manager
or conduct meetings in the absence of
the Manager.
In addition to the engagement and
meetings held during the year described
in “Promotion” above, the Chair of the
Board, Committee Chairs and the other
Directors attend the AGM and are available
to respond to queries and concerns from
shareholders.
Financial crime policy
The Company continues to be committed
to carrying out its business fairly, honestly
and openly, and operates a financial crime
policy, covering bribery and corruption,
tax evasion, money laundering, terrorist
financing and sanctions, as well as seeking
confirmations that the Company’s service
providers’ policies are operating soundly.
Modern Slavery Act 2015
As an investment trust, the Company
does not provide goods or services in the
normal course of business and does not
have customers. Accordingly, the Directors
consider that the Company is not required
to make any slavery or human trafficking
statement under the Modern Slavery
Act 2015.
Climate
Greenhouse gas emissions and energy
usage
As the Company outsources its operations
to third parties, it has no significant
greenhouse gas emissions and energy
usage to report.
Taskforce for Climate-Related
Financial Disclosures (TCFD)
Investment trusts are currently exempt
from the TCFD. The Board will continue
to monitor the situation. However, the
Company’s Manager produces an annual
product level disclosure consistent
with the TCFD which can be found
here: https://mybrand.schroders.com/
m/1054d481da658048/original/TCFD-
GB98831M-International-Biotechnology-
Trust-PLC-Active-20241231.pdf.
Section 3: Strategic Report
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Stakeholder Engagement – Section 172 Report
During the year under review, the Board discharged its duty under section 172 of the
Companies Act 2006 to promote the success of the Company for the benefit of its members
as a whole, having regard to the interests of its stakeholders.
As an externally managed investment trust, the Company has no
employees, operations or premises and the Company’s functions
are outsourced to third parties.
The Board identified its key stakeholders as the Company’s
shareholders, the Investment Manager, the unquoted
investment portfolio adviser, other service providers, investee
companies and the Company’s lender as well as wider society
and the environment. The Board takes a long-term view of the
consequences of its decisions, and aims to maintain a reputation
for high standards of business conduct and fair treatment among
the Company’s shareholders.
The table below explains how the Directors have engaged with
all stakeholders during the year, and where relevant, includes key
activities and decisions that took place shortly after the year-end
which were a direct result of ongoing engagement during the
reporting period.
Shareholders
Significance
Continued shareholder support
and engagement are critical to
the continuing existence of the
Company and the delivery of its
long-term strategy.
Engagement
AGM: The Company welcomes attendance
and participation from shareholders at the
AGM. Shareholders have the opportunity
to meet the Directors and the Investment
Manager and ask questions. The Board values
the feedback it receives from shareholders
which is incorporated into Board discussions.
Publications: The annual and half year results
presentations, as well as monthly factsheets
and the Portfolio Managers’ blog, are available
on the Company’s web pages with their
availability announced via the London Stock
Exchange. Daily NAV updates are also issued
to provide shareholders with transparent
information on the Company’s portfolio.
Feedback and/or questions received from
shareholders enable the Company to evolve
its reporting which, in turn, helps to deliver
transparent and understandable updates.
Shareholder communication: The Company
communicates with shareholders periodically.
Investors are offered the opportunity to
meet the Chair, SID, or other Board members
without using the Manager or Company
Secretary as a conduit, by writing to the
Company’s registered office. The Board also
corresponds with shareholders by letter
and email, further details are provided in
the section ‘Relations with shareholders’ on
page 33. The Board receives regular feedback
from its broker on investor engagement and
sentiment.
Investor relations updates: At every Board
meeting, the Directors receive updates on
share trading activity, share price performance
and any shareholder feedback, as well as any
publications or comments in the press. To
gain a deeper understanding of the views of
its shareholders and potential investors, the
Manager also undertakes Investor roadshows
together with the Portfolio Managers during
the year.
2024/25 application
At the AGM in 2024, questions and feedback from
shareholders were welcomed. The Board along
with the Portfolio Managers, look forward to
meeting and interacting with shareholders at the
AGM in December 2025.
The Company’s web pages host the Annual and
Half Year Reports. Via the Company’s web pages,
shareholders can subscribe to the Schroders
investment trusts newsletter to receive regular
updates on the Company.
The Manager and Portfolio Managers engaged
with a number of the shareholders and investors
during the year and regular feedback was provided
to the Board.
A number of promotional activities were
undertaken during the year including Portfolio
Manager interviews, podcasts, webinars and
coverage in key publications.
The Board continues to work with Kepler on
promoting the Company through its research
notes which are published once a year following
the publication of the Company’s annual results.
The Company’s corporate broker, Deutsche Numis
continues to provide a market in the Company’s
shares and provides feedback from investors to
the Board.
As part of the Board’s discount management
policy, 3,107,419 shares were bought back and
placed in treasury. The discount narrowed slightly.
Following approval at the AGM in 2024, the Board
continued its dividend policy of paying a dividend
equal to 4% of the NAV, as at the last day of the
preceding financial year (31 August), through two
semi-annual distributions.
Following positive feedback from shareholders on
maintaining an exposure to unquoted companies,
the Board announced on 2 October 2025 the
establishment of a new limited partnership with
Schroders Capital Management through which the
Company intends, over time, to invest in further
unquoted biotechnology opportunities, in line with
its investment policy. Further details can be found
on page 49.
The Board negotiated a reduction in the
management fee payable on the quoted portfolio,
with effect from 1 September 2025.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Investment Manager
Significance
Engagement with the
Company’s Investment
Manager is necessary to
evaluate its performance
against the Company’s stated
strategy and to understand any
risks or opportunities this may
present.
The Investment Manager’s
performance is critical for
the Company to deliver
its investment strategy
successfully and meet its
objective to achieve long-term
capital growth by investing in
biotechnology and other life
sciences companies.
Engagement
Maintaining a close and constructive working
relationship with the Investment Manager
is crucial, as the Board and the Investment
Manager both aim to continue to achieve
consistent, long-term returns in line with
the investment objective. The Investment
Manager attends all Board and certain
Committee meetings in order to update
the Directors on the performance of the
investments and the implementation of the
investment strategy and objective.
Important components in the Board’s
collaboration with the Investment Manager are:
• Encouraging open discussion with the
Investment Manager;
• Support and constructive challenge of the
Investment Manager including the robust
negotiation of the Investment Manager’s
terms of engagement; and
• Drawing on Directors’ individual experience
to support the Investment Manager by
holding it to account regarding investment
strategy, and challenging where necessary.
The Management Engagement Committee
reviews the performance of the Manager,
its remuneration and the discharge of its
contractual obligations at least annually.
2024/25 application
Representatives of the Manager, Investment
Manager, including the Portfolio Managers,
attend each Board meeting to provide an update
on the investment portfolio along with presenting
on macroeconomic issues.
The portfolio activities undertaken by the
Investment Manager and the impact of decisions
affecting investment performance are set out in
the Portfolio Managers’ Report on pages 10 to 16.
The Board agreed to an amendment to the basis
on which a performance fee is payable in respect
of the quoted portfolio. Further details are
outlined on pages 48 and 49. The Board believes
that this will lead to closer alignment between
the Company’s performance and shareholder
interests.
Unquoted investment portfolio adviser and limited partnership investment manager
Significance
SV Health Investors, in its
capacity as the Company’s
unquoted portfolio investment
advisor, has been given
responsibility for assisting
with the management of the
Company’s investments in SV
Health-managed funds and
the directly held unquoted
portfolio, as well as for actively
monitoring and analysing
the performance of these
investments in the unquoted
portfolio.
Following the year end, the
Company also entered into
an agreement with Schroders
Capital Management (Jersey)
Limited to establish a new
limited partnership (the
“Partnership”). Under this
arrangement, Schroders Capital
has been appointed as the
investment manager, and the
Company will act as the sole
limited partner. Schroders
Capital will be responsible
for sourcing, managing,
and allocating investments
to private funds within the
biotechnology sector. Please
refer to the Directors’ Report on
page 49 for more information.
Engagement
Representatives of SV Health attend Board
meetings on a bi-annual basis and provide
regular reports on the performance and
developments within the unquoted portfolio.
Regular contact is maintained with SV Health
between scheduled meetings to ensure the
Board is fully appraised of any material events.
A Board member of the Company is invited to
attend SV Health investor events and the Limited
Partner Advisory Committee (LPAC) for SV BCOF,
an unquoted investment managed by SV Health.
Attendance at these events enables the Board to
gain a better understanding of the dynamics of
SV Health-managed investments.
In addition, following the financial year-end,
representatives of Schroders Capital met with
the Board to provide an update on the progress
of the Partnership, including investment activity
and performance.
2024/25 application
The Board receives regular updates and
information in respect of the unquoted portfolio
from SV Health and will, in due course, also
receive these from Schroders Capital.
Section 3: Strategic Report
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Other service providers
Significance
In order to operate as an
investment trust with a
premium listing on the London
Stock Exchange, the Company
relies on a diverse range of
advisers and service providers.
The Company ensures that
the third parties to which the
services have been outsourced
complete their roles in line with
contractual arrangements and
expectation, thereby supporting
the Company.
Engagement
The Board maintains regular contact with
its key external providers, both through the
Board and Committee meetings, which service
providers are periodically invited to attend, as
well as outside of the regular meeting cycle.
Their advice, as well as their needs and views,
are routinely taken into account. The need to
foster business relationships with key service
providers is central to Directors’ decision-
making as the Board of an externally managed
investment trust.
2024/25 application
The Board engages regularly with service
providers both in one-to-one meetings and via
regular written reporting.
Under delegated authority from the Board, the
Management Engagement Committee reviewed
all material third party service providers.
As a result of this process, the Board agreed that
appointing J.P. Morgan Europe Limited as the new
provider of depositary and custodian services
would be in the best interests of the Company.
The transition was approved after the financial
year-end and the migration of depositary and
custodian services commenced on 3 October
2025. In addition, following a comprehensive
and robust audit tender process, the Board
has decided to recommend the appointment
of Johnston Carmichael LLP as the Company’s
auditors for the year ending 31 August 2026, at
the forthcoming AGM.
The Board considered the ongoing appointments
of its other service providers to be in the best
interests of the Company and its shareholders
as a whole and will continue to monitor their
progress in the year ahead.
Investee companies
Significance
The Board is committed to
responsible investing and
actively monitors the activities
of investee companies through
its delegation to the Investment
Manager.
Engagement
The Investment Management team conducts
face-to-face and/or virtual meetings with the
management teams of all investee companies
to understand current trading and prospects
for their businesses, and to ensure that their
ESG investment principles and approach are
understood.
The Investment Manager has discretionary
powers to exercise the Company’s voting
rights on resolutions proposed by the investee
companies within the Company’s portfolio.
The Investment Manager reports to the Board
on stewardship (including voting) issues and
the Board will question the rationale for voting
decisions made.
By active engagement and exercising voting
rights, the Investment Manager actively
works with companies to improve corporate
standards, transparency and accountability.
2024/25 application
The Board received regular updates on
engagement with investee companies from the
Investment Manager at its Board meetings.
During the year, the Investment Manager
engaged with many of its investee companies and
voted at shareholder meetings (further details
can be found on page 26).
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Lender
Significance
Availability of funding and
liquidity are key to the
Company’s ability to take
advantage of investment
opportunities as they arise.
Engagement
The Manager conducts the relationship with
the Company’s lender and reports to the
Board at each Board meeting as and when
required for renewals of terms or negotiation
of loan covenants.
The Manager provides a monthly statement
of compliance with the loan covenants to the
lender.
2024/25 application
During the year, gearing was regularly considered
and the £55 million revolving credit facility
with The Bank of Nova Scotia, London Branch
was amended and restated, on expiration, in
November 2024.
Wider society and the environment
Significance
Whilst strong long-term
investment performance is
essential for an investment
trust, the Board recognises
that to provide an investment
vehicle that is sustainable
over the long term, the Board
and the Investment Manager
must have regard to ethical
and environmental issues that
impact society. Hence ESG
considerations are integrated
into the Investment Manager’s
investment process and will
continue to evolve.
Engagement
The Board engages with the Investment
Manager in respect of its ESG considerations
on existing and new investments.
2024/25 application
Further details of the Company’s ESG practices
can be found in the Investment Approach and
Process section of this Annual Report.
The Board receives regular reports from its
Manager and briefings from its corporate
broker, auditors and the industry trade body, the
Association of Investment Companies (AIC), on
changes to regulations which could impact the
Company and its industry. Directors also attend
AIC events to keep up to date with industry trends
and investor sentiment.
Examples of stakeholder consideration during the year
The Directors were particularly mindful of stakeholder considerations in reaching the following key decisions during the year ended
31 August 2025:
• The Board negotiated a reduction in the management fee payable on the quoted portfolio, with effect from 1 September 2025.
Further details are set out in the Directors’ Report on pages 48 and 49.
• The Board and Manager agreed to an amendment to the basis on which a performance fee is payable in respect of the quoted
portfolio, ensuring that the Manager’s incentive and shareholder returns are more closely aligned. Further details are outlined on
pages 48 and 49.
• Resolving that the ongoing appointment of the Manager on the terms of the AIFM agreement, was in the best interests of
shareholders as a whole.
• The maintenance of the Company’s dividend policy, subject to shareholder consent, in accordance with which the first interim
dividend for the financial year of 15.56 pence per share was paid on 24 January 2025. The second interim dividend of 16.17 pence
per share was paid to shareholders on the register on 25 July 2025, on 22 August 2025.
• The consideration of Board succession planning and the appointment of Alexa Henderson as a non-executive Director and Audit
Committee Chair designate on 1 January 2025 to succeed Caroline Gulliver who stepped down from the Board on 30 April 2025, after
a comprehensive handover period to Ms Henderson.
• Following the Board’s consideration of the potential benefits of changing the Company’s provider of depositary and custodian
services, it was agreed that appointing J.P. Morgan Europe Limited as the new provider would be in the best interests of the
Company. The transition was approved after the financial year-end and the migration of depositary and custodian services
commenced on 3 October 2025.
• Following a comprehensive and robust audit tender process, the Board has decided to recommend the appointment of Johnston
Carmichael LLP as the Company’s auditors for the year ending 31 August 2026, at the forthcoming AGM.
• Continuing the Company’s commitment to buying back shares to help manage the share price discount to NAV, during the year
under review, 3,107,419 shares were bought back and placed in treasury. The discount narrowed slightly.
• The amendment and restatement of the £55 million revolving credit facility agreement with The Bank of Nova Scotia, London Branch.
Section 3: Strategic Report
37
International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Risk Report
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
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.
Although the Board believes that it has a
robust framework of internal controls in
place this can provide only reasonable, and
not absolute, assurance against material
financial misstatement or loss and is
designed to manage, not eliminate, risk.
Both the principal risks and uncertainties
and the monitoring system are also subject
to robust review at least annually. The last
assessment took place in October 2025.
During the year, the Board discussed
and monitored a number of risks which
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. The
Board was mindful of the evolving global
environment during the year and the risks
posed by volatile markets and geopolitical
uncertainty, including the new US
Administration, particularly threats to the
FDA and reductions in federal spending,
as well as ongoing conflict in Ukraine
and the Middle East. However, these are
not factors which explicitly impact the
Company’s performance although they
could exacerbate existing risks. Where
relevant these have been incorporated in
the table below.
Following the Company’s financial year-
end, J.P. Morgan Europe Limited was
appointed to provide depositary, custodian
and certain fund administration services,
effective 3 October 2025. The Board was
mindful of the operational risks associated
with the transition and received quarterly
progress updates ahead of the transfer
from HSBC to J.P. Morgan. Further details
are included in the table below.
The Board considered in detail whether
there were any material emerging
risks and has continued to include the
development of artificial intelligence as an
emerging risk in the table below.
No significant control failings or
weaknesses were identified from the Audit
Committee’s ongoing risk assessment
throughout the financial year and up
to the date of this report. The Board is
satisfied that it has undertaken a detailed
review of the risks facing the Company
and that the internal control environment
continues to operate effectively. A full
analysis of the financial risks facing the
Company is set out in note 19 to the
financial statements on pages 88 to 96.
The Board considers that the risks set out
in the table below are the principal risks
currently facing the Company to deliver its
strategy together with those actions taken
by the Board and, where appropriate,
its Committees, to manage and mitigate
those risks.
The “Change” 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 in the change
column show the risks as increased or
decreased or unchanged.
The Board, through its delegation to the Audit 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 Committee on an
ongoing basis.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Risk Mitigation and management Change
Strategic
Investment strategy
The investment strategy may, if inappropriate, result
in negative investor sentiment, leading to a reduction
in the share price and the Company underperforming
the market and/or its peer group companies.
The appropriateness of the Company’s
investment mandate and the long-term
investment strategy is periodically reviewed by
the Board and the success of the Company in
meeting its stated objectives is monitored. The
Board holds a strategy meeting each year to
consider the investment objective and policy and
the Company’s longer-term investment strategy.
Investor appetite
A loss of investor appetite for investment in the
biotechnology sector as a result of political conditions,
including US Food and Drug Administration
and Federal Trade Commission policy as well as
uncertainties regarding the execution of the US tariff
regime implemented by the Trump administration,
might materially affect the ability of the Company
to achieve its objective and reduce demand for the
Company’s shares, leading to a wide discount.
The Portfolio Managers update the Board
monthly and at each scheduled Board meeting
on issues pertinent to the portfolio and the
biotechnology sector generally, including the
political landscape and expected future drivers.
The Board reviews the global factors which may
affect investor appetite, including US/China
tensions, conflicts in Ukraine and the Middle East,
and political and policy developments including
legislation concerning Medicare and drug pricing
in the United States. These may persist as issues
that could potentially have a negative impact on
the biotechnology and healthcare sectors.
Continuation vote
The Company’s Articles of Association require the
Board to put a proposal for the continuation of
the Company to shareholders on a biennial basis.
A resolution will be put to shareholders at the AGM to
be held in December 2025.
The Manager and the corporate broker engage
with shareholders to understand investor
sentiment and regularly provide feedback to
the Board.
Directors also engage directly with shareholders
at the AGM to understand their views.
Performance/investment
Macro factors
The Company’s returns are affected by changes in
economic, political, financial and corporate conditions,
which can cause substantial market and exchange
rate fluctuations. A significant fall in US equity markets
is likely to adversely affect the value of the Company’s
portfolio.
The biotechnology sector has its own specific risks
leading to higher volatility than the broader equity
market indices. Wider geopolitical risks include
regional tensions, trade wars and sanctions against
companies, in areas which the Company invests or
may invest.
In addition, the financial statements and performance
of the Company are denominated in sterling because
the Company is a UK company listed on the London
Stock Exchange. However, the majority of the
Company’s assets are denominated in US dollars (“$”).
Accordingly, the total return and capital value of the
Company’s investments can be significantly affected
by movements in foreign exchange rates.
The Portfolio Managers consider carefully
the portfolio composition by size of company,
development stage and therapeutic area and
adjusts accordingly. The Board is also supportive
of the Portfolio Managers’ approach to reducing
exposure to companies with imminent binary
events such as a readout of data from a clinical
trial.
The Portfolio Managers provide regular reports to
the Board on general economic conditions as well
as portfolio activity, strategy and performance,
including risk monitoring. The reports are
discussed in detail at Board meetings, which are
all attended by the Portfolio Managers, to allow
the Board to monitor the implementation of the
investment strategy and process.
Section 3: Strategic Report
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Risk Mitigation and management Change
Share price performance
Share price performance may consistently lag
NAV performance leading to a wide and persistent
discount to NAV.
The share price relative to the NAV per share is
kept under review as a key performance indicator
and is considered against the Company’s peers
on a regular basis. The Board has implemented a
robust share buyback and issuance policy which
has been used consistently during the year under
review with 3,107,419 shares being repurchased
to be held in treasury. The discount narrowed
slightly during the year. The use of the buyback
authority is reviewed regularly.
Proactive engagement with shareholders takes
place via the AGM, feedback from shareholder
presentations, and ad hoc meetings with the
Board.
The Manager provides a dedicated, experienced
investment trust marketing team together with
PR resource. The Manager and corporate broker
monitor market feedback and the Board consider
this at each quarterly meeting.
ESG considerations
The Board recognises that a responsible and
proactive approach to ESG-related factors can
positively impact the performance and success of its
portfolio companies and the Company. A failure to
focus sufficiently on ESG matters may not promote
the Company to shareholders in a way that generates
investor demand.
The consideration of climate change risks and
ESG factors is integrated into the investment
process and reported at Board meetings. The
Manager’s approach to ESG matters is set out in
the Investment Manager’s Review. The Company
uses data gathered by Sustainalytics to monitor
the compliance of its quoted portfolio with an
accepted set of ESG standards.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Risk Mitigation and management Change
Operational
Oversight of service providers
Inadequate performance of service providers could
lead to poor performance and/or exposure to a
number of financial, regulatory and business risks.
Service providers may terminate their services if they
deem the Company to no longer fit their business
model.
Operational risks may arise from the transfer of
custodian, depositary and fund administration
services to a new service provider.
The Board receives reports from the Manager
and Investment Manager on its internal controls
and risk management throughout the year,
including those relating to cybersecurity, and
receives assurances from all its other significant
service providers on at least an annual basis.
The Management Engagement Committee
reviews the performance of key service providers
at least annually. The Manager and Investment
Manager also monitor closely the control
environments and quality of services provided by
third parties, including those of the depositary,
through service level agreements and regular
meetings.
The Directors also receive reporting on internal
controls from the Company’s key service
providers including the depositary and custodian,
and the registrar on an annual basis.
Experienced service providers are appointed by
the Company subject to due diligence processes
and clearly documented contractual arrangements
which include agreed service level specifications
and notice periods for terminations.
In respect of the transition of custodian,
depositary and fund administration services
from HSBC to J.P. Morgan, a detailed transition
plan was put in place, closely monitored by the
Manager via a Risks, Assumptions, Issues and
Dependencies (RAID) log. The Board received
quarterly progress updates on the transition,
with the Audit Committee Chair acting as the
primary point of contact between update cycles.
All migration of financial data from HSBC to J.P.
Morgan was subject to close oversight by the
Company’s external auditors.
Further details of the internal controls which
are in place are set out in the Audit Committee’s
Report on pages 52 to 55.
Information technology (IT), resilience and
security
Cyber risks such as fraud, sabotage or crime
perpetrated against the Company or any of its third
party service providers could result in data theft,
service disruption and reputational damage.
Cybersecurity is closely monitored by the Audit
Committee as part of the review of the internal
controls of its service providers.
In response to the evolving global threat
landscape and the continued rise in cyber risks,
the Board has determined that this risk has
increased during the year and continues to
monitor it closely.
During the Company’s financial year, Schroders’ IT
security team presented to the Directors on the
Manager’s cybersecurity controls.
Emerging
Artificial intelligence (AI)
Whilst there are opportunities and benefits associated with the development of AI, and a risk of not embracing these opportunities
and benefits, the development of AI presents potential risks to businesses in almost every sector. The extent of the risk presented
by AI is extremely hard to assess at this point but the Board considers that it is an emerging risk and together with the Manager and
Investment Manager, will monitor developments in this area.
Section 3: Strategic Report
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Conclusion
Viability statement
The Directors have assessed the viability
of the Company over a five year period,
taking into account the Company’s
position at 31 August 2025 and the
potential impact of the principal risks
and uncertainties it faces for the review
period. The Directors have assessed the
Company’s operational resilience and
they are satisfied that the Company’s
outsourced service providers will
continue to operate effectively, following
the implementation of their business
continuity plans.
The Board believes that a period of five
years reflects a suitable time horizon for
strategic planning, taking into account the
investment policy, liquidity of investments,
payment of commitments, potential impact
of economic cycles, nature of operating
costs, dividends and availability of funding.
This time period also reflects the average
holding period of an investment.
In its assessment of the viability of the
Company, the Directors have considered
each of the Company’s principal and
emerging risks and uncertainties detailed
on pages 38 to 41.
The Board has assumed that the business
model of a closed ended investment
company, as well as the Company’s
investment objective, will continue to
be attractive to investors. The Directors
also considered the beneficial tax
treatment the Company is eligible for as
an investment trust. If changes to these
taxation arrangements were to be made it
would affect the viability of the Company
to act as an effective investment vehicle.
The viability of the Company in the event
of a severe fall in market prices has been
considered by the Board in the form of
a stress test. The Board concluded that
it would expect to be able to ensure the
financial stability of the Company as a
consequence of a diversified portfolio of
(primarily) listed and realisable assets.
Note 19 to the financial statements, sets
out other factors also considered by the
Board including price risk (the sensitivity
of the value of shareholders’ funds to
changes in the fair value of the Company’s
investments), foreign currency sensitivity
(the sensitivity to changes in key exchange
rates to which the portfolio is exposed)
and interest rate sensitivity (the sensitivity
to changes in the interest rate charged on
the Company’s secured credit facility).
Whilst the Company’s Articles of
Association require that a proposal for
the continuation of the Company be put
forward at the AGM in 2025 and every
other year thereafter, the Directors have
no reason to believe such a resolution
would not be passed by shareholders.
The Directors have also considered the
Company’s income and expenditure
projections and the fact that the
Company’s investments primarily comprise
readily realisable securities which can
be sold to meet funding requirements
if necessary. Based on the Company’s
processes for monitoring operating costs,
the Board’s view that the Manager has
the appropriate depth and quality of
resource to achieve superior returns in
the longer term, the portfolio risk profile,
limits imposed on gearing, counterparty
exposure, liquidity risk and financial
controls, the Directors have concluded
that there is a reasonable expectation that
the Company will be able to continue in
operation and meet its liabilities as they
fall due over the five year period of their
assessment.
Going concern
The Directors have assessed the principal
risks, the impact of the emerging risks and
uncertainties and the matters referred
to in the viability statement, including
the continuation vote at the AGM in
December 2025.
Based on the work the Directors have
performed, they have not identified
any material uncertainties relating to
events or conditions that, individually or
collectively, may cast significant doubt
on the Company’s ability to continue as
a going concern for the period assessed
by the Directors (being the period to
30 November 2026), which is at least
12 months from the date the financial
statements were authorised for issue.
By order of the Board
Schroder Investment Management
Limited
Company Secretary
5 November 2025
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 3: Strategic Report
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Section 3: Strategic Report
43
International Biotechnology Trust plc Annual Report and Financial Statements 2025
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Section 4: Governance
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Section 4: Governance
Board of Directors 46
Directors’ Report 48
Audit Committee Report 52
Management Engagement Committee Report 56
Nomination Committee Report 57
Directors’ Remuneration Report 59
Statement of Directors’ Responsibilities in respect of the Annual Report and Financial Statements 63
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Independent non-executive Director
and Chair of the Nomination
Committee
Independent non-executive Chair and
Chair of the Management Engagement
Committee
Gillian ElcockKate Cornish-Bowden
Board of Directors
Length of service: 2 years – appointed a
non-executive Director in February 2023
and Chair of the Nomination Committee in
December 2023.
Experience: Gillian Elcock has extensive
asset management and investment research
experience. She is the founder of Denny
Ellison, an independent investment research
and training company, and was its managing
director for ten years. Prior to this, she
worked as an equity research analyst for
several years at Putnam Investments and
Insight Investment.
Gillian is currently a non-executive Director
of Melrose Industries PLC, STS Global Income
& Growth Trust plc, Octopus Apollo VCT plc
and 25 X 25 Ltd. She holds an MBA from the
Harvard Business School and MEng and BSc
degrees from the Massachusetts Institute of
Technology.
Contribution to the Board and its
Committees: The Nomination Committee has
reviewed the contribution of Gillian in light
of her proposed re-election, and concluded
that her extensive asset management and
investment research experience means she is
able to bring significant insight to the Board’s
decision making and broadens the Board’s
overall expertise.
Committee membership: Audit,
Management Engagement and Nomination
(Chair) Committees.
Remuneration for the year ended
31 August 2025: £31,000 per annum.
Number of shares held: 1,407*
Length of service: 5 years – appointed a
non-executive Director in May 2020, Senior
Independent Director in December 2021
and Chair of the Board and Management
Engagement Committee in December 2022.
Experience: Kate Cornish-Bowden spent
her executive career as a fund manager at
Morgan Stanley Investment Management,
where she was a Managing Director and head
of the global equity team. Prior to this, she
worked as a research analyst at M&G.
Kate is currently a non-executive Director of
Finsbury Growth and Income Trust plc, CC
Japan Income and Growth Trust plc, where
she is also Chair of the Audit Committee, and
The European Smaller Companies Trust PLC.
She was formerly a non-executive Director of
European Assets Trust PLC, Schroder Oriental
Income Fund Ltd, Calculus VCT plc, and
Scancell Holdings plc. She holds a Masters
in Business Administration (MBA) and has
completed the Financial Times Non-Executive
Director Diploma.
Contribution to the Board and its
Committees: The Nomination Committee has
reviewed the contribution of Kate in light of
her proposed re-election, and concluded that
her extensive experience in fund management
and as a non-executive Director on other
investment trust boards enables her to bring
valuable insight to the Board’s deliberations.
In addition, she chairs the Company expertly,
fostering a collaborative engagement between
the Board and Manager while ensuring that
meetings remain focused on the key areas
relevant to stakeholders.
Committee membership: Audit,
Management Engagement (Chair) and
Nomination Committees.
Remuneration for the year ended
31 August 2025: £44,500 per annum.
Number of shares held: 16,382*
All Directors are
non-executive and
independent of the
Manager. All Directors
are members of the
Audit Committee, the
Management Engagement
Committee and the
Nomination Committee.
*Shareholdings are as at 31 August 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 59.
Section 4: Governance
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Independent non-executive
Director
Independent non-executive Director
and Chair of the Audit Committee
Independent non-executive Director
and Senior Independent Director
Professor
Patrick Maxwell, CBE
Alexa Henderson Patrick Magee
Length of service: 3 years – appointed a
non-executive Director in January 2022.
Experience: Patrick Maxwell is Regius
Professor of Physic and Head of the School
of Clinical Medicine at the University of
Cambridge. As a clinician scientist he
has been centrally involved in a series of
discoveries that have revealed how changes
in oxygenation are sensed, and how genetic
alterations cause kidney disease.
Patrick is a Fellow of the Royal College of
Physicians and the Academy of Medical
Sciences, Director of Cambridge University
Health Partners and a non-executive Director
of Cambridge University Hospitals and
Scottish Mortgage Investment Trust plc.
Patrick holds a BA from Oxford, MB BS from
the University of London, DPhil from Oxford
and is on the General Medical Council’s
Specialist Register for Nephrology and
General (Internal) Medicine.
Contribution to the Board and its
Committees: The Nomination Committee
has reviewed the contribution of Patrick in
light of his proposed re-election, and has
concluded that the specialist knowledge
he brings is invaluable to the Board and
contributes to the Company’s long-term
success.
Committee membership: Audit,
Management Engagement and Nomination
Committees.
Remuneration for the year ended
31 August 2025: £30,000 per annum.
Number of shares held: 3,725*
Length of service: 8 months – appointed a
non-executive Director in January 2025 and
Chair of the Audit Committee in April 2025.
Experience: Alexa Henderson has over
30 years’ experience in finance, accounting
and audit having worked at KPMG, Arthur
Andersen and Deutsche Bank (WM
Company). Alexa is currently a non-executive
director of abrdn UK Smaller Companies
Growth Trust plc and WAM Leaders Limited,
an Australian listed investment company.
Previous directorships include JPMorgan
Japan Small Cap Growth and Income PLC
(now JPMorgan Japanese Investment Trust
plc), Scottish Building Society (which she
chaired for four years) and Adam & Company
Group PLC.
Alexa holds a BSc in Accounting and
Economics from Edinburgh University and is
a Chartered Accountant.
Contribution to the Board and its
Committees: The Nomination Committee
has reviewed the contribution of Alexa in light
of her proposed election at the forthcoming
AGM, and assessed that she chairs the Audit
Committee with expertise, bringing to the
Board her significant financial and strategic
insight, as well as a strong knowledge of
investment companies.
Committee membership: Audit (Chair),
Management Engagement and Nomination
Committees.
Remuneration for the year ended
31 August 2025: £36,000 per annum.
Number of shares held: 7,161*
Length of service: 5 years – appointed a
non-executive Director in May 2020 and Senior
Independent Director in December 2022.
Experience: Patrick Magee has extensive
experience in M&A, capital markets and
corporate broking across various sectors.
He joined the British Business Bank as Chief
Operating Officer in September 2014 and
became its Chief Commercial Officer in June
2017. Prior to this, Patrick worked at the
Shareholder Executive from June 2012 to
October 2014. Before joining the Shareholder
Executive, he was a managing director of
corporate finance at JP Morgan Cazenove,
having worked at the predecessor firms for
almost 18 years.
Patrick has an MBA from Georgetown
University, Washington DC and an LLB from
Queen’s University Belfast.
Patrick is currently a member of the
Investment Committee at Queen’s University
Belfast, a non-executive Director of Edge
Future Capital Ltd, Allica Bank Ltd and Chair
of PowerRoll Ltd. He is also a non-executive
member of the NI Civil Service Board.
Contribution to the Board and its
Committees: The Nomination Committee
has reviewed the contribution of Patrick in
light of his proposed re-election, and has
concluded that his long standing experience
in M&A, capital markets and venture capital
means that he is well placed to bring strong
business insight and market experience
to the Board, contributing to driving the
business forward.
Committee membership: Audit,
Management Engagement and Nomination
Committees.
Remuneration for the year ended
31 August 2025: £32,000 per annum.
Number of shares held: 11,500*
*Shareholdings are as at 31 August 2025, full details of Directors’ shareholdings are set out in the Directors’ Remuneration Report on page 59.
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Section 4: Governance
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Directors’ Report
The Directors submit their report and the audited financial statements of the Company for the
year ended 31 August 2025.
Directors and officers
Chair
The Chair is an independent non-executive Director who
is responsible for leadership of the Board and ensuring its
effectiveness in all aspects of its role. The Chair’s significant
commitments are detailed on page 46. She has no conflicting
relationships.
Senior Independent Director (SID)
The SID acts as a sounding board for the Chair, meets with
major shareholders as appropriate, provides a channel for any
shareholder concerns regarding the Chair and takes the lead in
the annual evaluation of the Chair by the independent Directors.
Company Secretary
Schroder Investment Management Limited (“SIM”) provides
company secretarial support to the Board with responsibility
for assisting the Chair with Board meetings and advising the
Board with respect to governance. The Company Secretary also
manages the relationship with the Company’s service providers,
except for the Manager.
Shareholders wishing to lodge questions in advance of
the AGM are invited to do so by writing to the Company
Secretary at the address given on the back cover or by email:
amcompanysecretary@schroders.com.
Role and operation of the Board
The Board of Directors, listed on pages 46 and 47 is the Company’s
governing body; it sets the Company’s strategy and is collectively
responsible to shareholders for its long term success. The Board
is responsible for appointing and subsequently monitoring the
activities of the Manager and other service providers to ensure
that the investment objective of the Company continues to be
met. The Board also ensures that the Manager adheres to the
investment restrictions set by the Board and acts within the
parameters set by it in respect of any gearing. The Strategic Report
on pages 30 to 42 sets out further detail of how the Board reviews
the Company’s strategy, risk management and internal controls
and also includes other information required for the Directors’
Report, and is incorporated by reference.
A formal schedule of matters specifically reserved for decision
by the Board has been defined and a procedure adopted for
Directors, in the furtherance of their duties, to take independent
professional advice at the expense of the Company.
The Chair ensures that all Directors receive relevant management,
regulatory and financial information in a timely manner and that
they are provided, on a regular basis, with key information on the
Company’s policies, regulatory requirements and internal controls.
Five Board meetings are usually scheduled each year and the
Board receives and considers reports regularly from the Manager
and other key advisers, and ad hoc reports and information are
supplied to the Board as required.
The Board is satisfied that it is of sufficient size with an appropriate
balance of diverse skills and experience, independence
and knowledge of the Company, its sector, and the wider
investment trust industry, to enable it to discharge its duties
and responsibilities effectively and that no individual or group of
individuals dominates decision making.
The Board has approved a policy on Directors’ conflicts of interest.
Under this policy, Directors are required to disclose all actual
and potential conflicts of interest to the Board as they arise for
consideration and approval. The Board may impose restrictions
or refuse to authorise such conflicts if deemed appropriate.
No Directors have any connections with the Manager, shared
directorships with other Directors or material interests in any
contract which is significant to the Company’s business.
Committees
In order to assist the Board in fulfilling its governance
responsibilities, it has delegated certain functions to Committees.
The roles and responsibilities of these Committees, together with
details of work undertaken during the year under review, are
outlined over the next few pages.
The reports of the Audit Committee, Nomination Committee and
Management Engagement Committee are incorporated, and form
part of, the Directors’ Report. Each Committee’s effectiveness was
assessed, and judged to be satisfactory, as part of the Board’s
annual review of the Board and its Committees.
Key service providers
The Board has adopted an outsourced business model and has
appointed the following key service providers:
Manager
The Company is an Alternative Investment Fund as defined
by the AIFM Directive and has appointed Schroder Unit Trusts
Limited (“SUTL”) as the Manager in accordance with the terms
of an Alternative Investment Fund Manager (AIFM) agreement.
The AIFM agreement, entered into with SUTL, which is governed
by the laws of England and Wales, can be terminated by either
party on six months’ notice or on immediate notice in the event of
certain breaches or the insolvency of either party. As at the date
of this report, no such notice had been given by either party.
SUTL is authorised and regulated by the FCA and provides
portfolio management, risk management, accounting and
company secretarial services to the Company under the AIFM
agreement. The Manager also provides general marketing
support for the Company and manages relationships with key
investors, in conjunction with the Chair, other Board members or
the corporate broker, as appropriate. The Manager has delegated
investment management, administrative, accounting and
company secretarial services to another wholly owned subsidiary
of Schroders plc, SIM, which delegates certain accounting and
administrative services to HSBC Securities Services (UK) Limited.
With effect from 3 October 2025, J.P. Morgan Chase Bank, N.A.
was appointed to provide accounting and administration services,
replacing HSBC Securities Services (UK) Limited. The Company
Secretary has an independent reporting line to the Manager and
distribution functions within Schroders. The Manager has in place
appropriate professional indemnity cover.
Fees payable to the Manager
A performance fee is payable, amounting to 10% of any relative
outperformance of the quoted portfolio above the Reference
Index plus a hurdle rate of 0.5%. This fee is subject to a cap of
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1.25% of net assets. For the financial year ended 31 August 2024,
the performance fee was payable only in the event of a positive
NAV per share return over the relevant calculation period. Under
the revised terms of the AIFM agreement, dated 4 November
2025 and effective for the financial year ending 31 August 2025,
a performance fee will now be payable only when a positive total
NAV per share return has been achieved. This return is defined as
the movement in the NAV per share, adjusted to include the sum
of any dividends paid in addition to the Company’s NAV capital
return over the relevant calculation period. If a positive total NAV
per share return is not achieved, payment of any performance
fee will be deferred until the next calculation period in which
such a return is achieved. All other terms of the performance fee
structure in respect of the quoted portfolio remain unchanged.
The Board has also negotiated a reduction in the annual
management fee applicable to the quoted portfolio. Until 31 August
2025, the Manager was entitled to a fee of 0.70% per annum on
the Company’s quoted portfolio. Under the revised agreement,
dated 4 November 2025 and effective from 1 September 2025, the
Manager will be entitled to a reduced fee of 0.65% per annum. The
Manager continues to receive a fee for providing administration,
accounting, and company secretarial services to the Company. For
those services, it receives an annual fee of £100,000.
As announced on 2 October 2025, the Company entered into an
agreement with Schroders Capital to establish a partnership aimed
at investing in additional unquoted biotechnology opportunities
over time. Under the terms of this partnership, Schroders Capital
is entitled to a management fee of 0.90% per annum based on the
asset value of the Company’s investment in the partnership, with
a minimum of £60,000 payable per annum for the first three years
and an administration fee of £25,000 per annum. The aggregate of
such fees payable to Schroders Capital in any one year are capped
at 0.25% of the Company’s net asset value.
The Manager and Schroders Capital are related parties of the
Company under UKLR 11.5.3. The amendment to the basis on
which the performance fee is payable constitutes a relevant
related party transaction under UKLR 11.5.4R(1). The Board,
having been so advised by Deutsche Numis, considers this
amendment to be fair and reasonable as far as shareholders are
concerned. In providing its advice, Deutsche Numis has taken
into account the Board’s commercial assessment of the relevant
related party transaction. In assessing the Company’s obligations
under the UK Listing Rules, the Company has as required by
UKLR 11.5.4R(2), assessed the materiality of the management fee
reduction and new partnership agreement with Schroders Capital
which are also relevant related party transactions.
The management fee payable in respect of the year
ended 31 August 2025 to SUTL amounted to £1,638,000
(2024: £498,000). The management fee payable in respect of the
year ended 31 August 2025 through unquoted funds to SV Health
was £648,000 (2024: £691,000) and the management fee paid
directly to SV Health was £nil (2024: £799,000). A performance
fee of £2,665,000 was payable for the year ended 31 August 2025
(2024: £904,000). At the year-end, of the £2,665,000 payable,
£2,366,000 was outstanding to SUTL (2024: £693,000) and
£299,000 to SV Health (2024: £35,000).
The fee payable to SUTL for the provision of administration,
accounting and company secretarial services, for the year ended
31 August 2025, was £100,000. The administration fee payable to
SUTL, for the year ended 31 August 2024, in respect of the period
from appointment on 20 November 2023, was £78,000.
Details of all amounts payable to the Manager are set out in notes
18 and 21 on pages 87 and 96.
The Management Engagement Committee has reviewed the
performance of the Manager during the year under review and
continues to consider that it has the appropriate depth of resource
to deliver above average returns over the longer term and that
the continuing appointment of the Manager on the terms agreed
remains in the best interests of shareholders as a whole.
SV Health
In accordance with an agreement dated 2 November 2023,
between the Company, the AIFM and SV Health, subsequently
amended and restated on 2 July 2024, SV Health was appointed to
provide advisory services in relation to the Company’s investments
in SV Health-managed funds and the directly held unquoted
portfolio, in consideration for payment of a performance fee. With
respect to the unquoted portfolio, a performance fee is payable,
excluding investments in unquoted funds, amounting to 20% of
net realised gains, after taking into account any unrealised losses
but not unrealised gains.
The appointment of SV Health is terminable by 12 months’ notice
from the Company, the AIFM or SV Health.
As noted above, a performance fee of £299,000 was outstanding
to SV Health at the financial year-end.
Schroders Capital
The Company entered into an agreement, dated 30 September
2025, with an affiliated entity of the Manager, Schroders Capital
Management (Jersey) Limited regarding the establishment of a new
limited partnership (the “Partnership”), through which the Company
intends, over time, to invest in further unquoted biotechnology
opportunities, in a manner consistent with the Company’s
investment policy. Schroders Capital Management (Switzerland) AG
has been appointed as the investment manager to the Partnership
and the Company will be its sole limited partner. The Company’s
ability to increase or cancel its investment commitments to the
Partnership is subject to the terms of the Limited Partnership
Agreement. Under the terms of the Limited Partnership Agreement,
as previously outlined in the report, the management fee is set at
0.90% per annum of the asset value of the Company’s investment
in the Partnership, with a minimum of £60,000 payable per annum
for the first three years and an administration fee of £25,000 per
annum. The aggregate of such fees payable to Schroders Capital in
any one year are capped at 0.25% of the Company’s net asset value.
If Schroders Capital is terminated without cause, it will be entitled
to receive an amount an amount equal to the higher of (a)
£180,000, and (b) two times the annual management fee (the
“Termination Fee”). Without prejudice to the annual cap on the
management fee and the administration fee referred to above, the
aggregate of the management fee, the administration fee and the
Termination Fee payable in any one year shall not exceed 0.25%
of the Company’s net asset value. In circumstances where such
cap would be exceeded by reason of payment of all or part of the
Termination Fee, the payment of any part of the Termination Fee
which would result in such cap being exceeded will be deferred
until such time as such cap would not be exceeded.
Depositary
With effect from 3 October 2025, J.P. Morgan Europe Limited was
appointed to provide depositary and custodian services to the
Company. J.P. Morgan Europe Limited which is also authorised by
the PRA and regulated by the FCA and the PRA, carries out certain
duties of a depositary specified in the AIFM Directive including, in
relation to the Company, as follows:
• safekeeping of the assets of the Company which are entrusted
to it;
• cash monitoring and verifying the Company’s cash flows; and
• oversight of the Company and the Manager.
The Company, the Manager and the depositary may terminate
the Depositary Agreement at any time by giving 90 days’ notice in
writing. The depositary may only be removed from office when a
new depositary is appointed by the Company.
Prior to 3 October 2025, HSBC Bank plc was the depositary.
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Registrar
Equiniti Limited (Equiniti) has been appointed as the Company’s registrar. Equiniti’s services to the Company include share register
maintenance (including the issuance, transfer and cancellation of shares as necessary), acting as agent for the payment of any
dividends, management of company meetings (including the continued registering of proxy votes and scrutineer services as
necessary), handling shareholder queries and correspondence and processing corporate actions.
Corporate governance statement
The Company is committed to high standards of corporate governance and has implemented a framework for corporate governance
which it considers to be appropriate for an investment trust.
The Financial Conduct Authority (FCA) requires all UK listed companies to disclose how they have applied the principles and complied
with the provisions of the UK Corporate Governance Code (the “UK Code”) issued by the Financial Reporting Council (FRC). The UK Code
is available on the FRC’s website: www.frc.org.uk.
The Company is a member of the Association of Investment Companies (AIC), which has published its own Code of Corporate
Governance to recognise the special circumstances of investment trusts (www.theaic.co.uk) as endorsed by the FRC. The Board has
considered the principles and provisions of the AIC Code of Corporate Governance (the “AIC Code”), which addresses those set out in
the UK Code, as well as setting out additional provisions on issues that are of specific relevance to the Company as an investment trust.
The AIC Code also includes an explanation of how the principles and provisions set out in the UK Code are adapted to make them
relevant for investment companies.
The Board considers that reporting against the principles and provisions of the AIC Code provides more relevant information to
shareholders.
The Board confirms that the Company has complied throughout the year under review with the relevant provisions of the UK Code and
the principles and provisions of the AIC Code except as set out below.
The UK Code includes provisions relating to:
• the role of the chief executive;
• executive Directors’ remuneration;
• the need for an internal audit function;
• the Chair of the Board not being a member of the Audit Committee; and
• the requirement to establish a Remuneration Committee.
The Board considers that these provisions are not relevant to the Company as an externally managed investment company.
Furthermore, all of the Company’s day-to-day management and administrative functions are outsourced to third parties and the
Company has no executive Directors, employees or internal operations. The Company has not therefore reported further in respect of
these provisions.
The Nomination Committee fulfils the function of a Remuneration Committee and considers any change in the Directors’ remuneration
policy. A separate committee has not therefore been established. As permitted under the AIC Code, the Chair of the Board is a member
of the Audit Committee. An explanation as to why this is considered appropriate is set out in the Audit Committee Report on page 52.
Share capital and substantial share interests
During the year under review, the Company repurchased a total of 3,107,419 shares which were placed in treasury. As at 31 August
2025, the Company had 41,383,817 ordinary shares in issue of which 7,656,326 were held in treasury.
As at 4 November 2025, the Company had 41,383,817 ordinary shares of 25p in issue. 9,007,634 shares were held in treasury.
Accordingly, the total number of voting rights in the Company as at 4 November 2025 were 32,376,183. Details of changes to the
Company’s share capital during the year are given in note 15 to the financial statements on page 86. All shares in issue rank equally
with respect to voting, dividends and any distribution on winding up.
The Board noted that the Company’s shareholders appreciated the Board’s discount management. The Board agreed to request
renewal of the authorities to issue and buy back shares as described on page 100.
The Company has received notifications in accordance with the FCA Disclosure Guidance and Transparency Rule 5.1.2R of the following
interests in 3% or more of the voting rights attached to the Company’s issued share capital.
The Company is reliant on investors to comply with these regulations, and certain investors may be exempted from providing
notifications. As such, this should not be relied on as an exhaustive list of shareholders holding above 3% or more of the Company’s
voting rights.
Number
of shares
% of
total voting rights
Border to Coast Pensions Partnership Limited 3,725,000 9.92
Charles Stanley Group Plc 1,789,225 5.02
There have been no changes notified since the year end.
Section 4: Governance
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Revenue, interim dividends and dividend policy
The net revenue loss for the year, after finance costs and taxation, was £4,059,000 (2024: loss of £3,496,000), equivalent to a revenue
loss per ordinary share of 11.42p (2024: loss of 9.16p).
Dividends are paid through two distributions in January and August of each year and are paid out of capital reserves. The first interim
dividend for the year ended 31 August 2025 of 15.56p per share was paid to shareholders on 24 January 2025 and the second interim
dividend of 16.17p was paid on 22 August 2025.
The Company’s dividend policy is to make dividend payments equivalent to 4% of the Company’s closing NAV, as at the last day of
the preceding financial year (31 August), through two semi-annual distributions. The dividend policy will be proposed for approval by
shareholders at the forthcoming AGM.
Provision of information to the auditors
The Directors, at the date of approval of this report, confirm that, so far as each of them is aware, there is no relevant audit information
of which the Company’s auditors are unaware; and each Director has taken all the steps that he or she ought to have taken as a
Director in order to make himself or herself aware of any relevant audit information and to establish that the Company’s auditors are
aware of that information.
Directors’ attendance at meetings
Five Board meetings are usually scheduled each year to deal with matters including: the setting and monitoring of investment strategy;
approval of borrowings and/or cash positions; review of investment performance; the level of premium or discount of the Company’s
shares to NAV per share and promotion of the Company; and services provided by third parties. Additional meetings of the Board are
arranged as required.
The number of scheduled meetings of the Board and its Committees held during the financial year, and the attendance of individual
Directors, is shown in the following table. Wherever possible, all Directors attend the AGM.
Director Board
Nomination
Committee
Audit
Committee
Management
Engagement
Committee
Kate Cornish-Bowden (Chair) 5/5 1/1 3/3 1/1
Gillian Elcock 5/5 1/1 3/3 1/1
Caroline Gulliver
1
3/3 0/0 1/1 0/0
Alexa Henderson
2
3/3 1/1 2/2 1/1
Patrick Magee 5/5 1/1 3/3 1/1
Patrick Maxwell 5/5 1/1 3/3 1/1
1
Caroline Gulliver resigned on 30 April 2025.
2
Alexa Henderson was appointed as a Director on 1 January 2025.
The Board is satisfied that the Chair and each of the other non-executive Directors commit sufficient time to the affairs of the Company
to fulfil their duties.
Directors’ and officers’ liability insurance and indemnities
Directors’ and officers’ liability insurance cover was in place for the Directors throughout the year. The Company’s Articles of Association
provide, subject to the provisions of UK legislation, an indemnity for Directors in respect of costs which they may incur relating to the
defence of any proceedings brought against them arising out of their positions as Directors, in which they are acquitted or judgment is
given in their favour by the court. This is a qualifying third party indemnity provision and was in place throughout the year under review
and to the date of this report.
By order of the Board
Schroder Investment Management Limited
Company Secretary
5 November 2025
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Section 4: Governance
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
All Directors are members of the Committee, and Alexa Henderson acts as Chair. The AIC Code permits the Chair of the Board to be
a member of the audit committee of an investment trust. As the Board is small and consists of only five members, recognising Kate
Cornish-Bowden’s significant experience, it is considered appropriate for the Chair of the Board, who was independent on appointment,
to be a member of the Committee. The Board has satisfied itself that at least one of the Committee’s members has recent and relevant
financial experience and that the Committee as a whole has competence relevant to the sector in which the Company operates.
Ongoing risk review
Review of external
auditors and their
work
Risk
management
Internal
controls
Accounting policies
and judgements
Half year and
Annual Reports
Audit Committee Report
Risks management and
internal controls
Principal and emerging risks and
uncertainties
To establish a process for identifying,
assessing, managing and monitoring
the principal and emerging risks of the
Company and to explain how these are
managed or mitigated.
The Committee is responsible for
reviewing the adequacy and effectiveness
of the Company’s internal controls and the
whistleblowing procedures operated by
the AIFM and other services providers.
Financial reports and valuation
Financial statements
To monitor the integrity of the financial
statements of the Company and any
formal announcements relating to the
Company’s financial performance and
valuation. To review the annual and half
year reports and to advise the Board on
whether the Annual Report is fair, balanced
and understandable.
Going concern and viability
To review the position and make
recommendations to the Board in relation
to whether it considers it appropriate
to adopt the going concern basis of
accounting in preparing its annual and half
year financial statements.
The Committee is also responsible for
reviewing the disclosures made by the
Company in the viability statement.
Audit
Audit results
To discuss any matters arising from the
audit and recommendations made by the
auditors.
Auditors’ appointment, independence
and performance
To make recommendations to the
Board, in relation to the appointment,
reappointment, effectiveness and removal
of the external auditors, to review their
independence, and to approve their
remuneration and terms of engagement.
To review and agree the audit plan and
engagement letter.
The responsibilities and work carried out by the Audit Committee during the year under review
are set out in this report. The duties and responsibilities of the Committee, which include
monitoring the integrity of the Company’s financial reporting and internal controls, are set out
in further detail below, and may be found in the terms of reference which are available on the
Company’s web pages: https://www.ibtplc.com.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Section 4: Governance
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Risk management and internal
controls
Principal risks
Reviewed the principal and emerging risks
faced by the Company together with the
systems, processes and oversight in place
to identify, manage and mitigate these
risks.
Service provider controls
The operational controls maintained by
the Manager, administrator, depositary
and registrar were reviewed and included
consideration of:
• a summary, prepared by the AIFM,
following review of the internal controls
reports prepared bi-annually by HSBC
in respect of its European Traditional
Fund Services, Global Custody Services
and Information Technology Services
operations;
• a summary, prepared by the AIFM
following review, of the internal controls
reports prepared annually by SIM; and
• the Assurance Report on the internal
controls of Equiniti Share Registration
Services.
All internal controls reports were reported
on by independent external accountants.
Financial reports and valuation
Calculation of the investment
management and performance fees
Consideration of methodology used to
calculate the fees, matched against the
criteria set out in the AIFM agreement and
the services agreement with SV Health.
Valuation and existence of
investments
The Company’s assets are principally
invested in quoted and unquoted equities.
The Committee reviewed internal control
reports from the AIFM in the year,
reporting on the systems and controls
around the pricing and valuation of
securities.
The Committee notes that quoted
investments are valued using stock
exchange prices provided by third party
financial data vendors, unless trading
volume would indicate that price is not a
reasonable valuation. In such cases, the
asset will be subject to fair value as if it
were an unquoted investment (when the
trading volume would indicate the price is
not a reliable valuation).
In respect of the unquoted investments,
the Committee reviews a report from the
advisers for the unquoted portfolio and
challenges the considerations and key
assumptions made where appropriate, to
ensure that the valuations are reasonable.
During the financial year, the Committee
also reviewed the process in place to
ensure the appropriate valuation of
unquoted investments on an ongoing
basis. The Committee has also considered
the work of the AIFM’s Fair Value Pricing
Committee, which takes inputs from the
Investment Manager.
Audit
Meetings with the auditors
The auditors attended meetings of the
Committee to present their audit plan and
the findings of the audit.
The Committee met the auditors without
representatives of the Manager present.
Effectiveness of the independent audit
process and auditors’ performance
The Committee evaluated the effectiveness
of the independent audit firm and audit
process. The Committee evaluated the
auditors’ performance against agreed
criteria including: qualification; knowledge,
expertise and resources; independence
policies; effectiveness of audit planning;
and adherence to auditing standards.
Overall competence was also considered,
alongside feedback from the Manager
on the audit process. The professional
scepticism of the auditors during the
audit process was questioned and the
Committee was satisfied with the auditors’
replies.
Application during the year
The Committee met three times during the year under review and the below table sets out how the Committee discharged its duties
during the year under review and up until the approval of this report.
Further details on attendance can be found on page 51. Significant issues identified during the year under review and key matters
communicated by the auditors during reporting are included below.
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Risk management and internal
controls
Internal controls and risk
management
Consideration of several key aspects of
internal control and risk management
operating within the Manager,
administrator, depositary and registrar,
including assurance reports and
presentations on these controls.
The Committee undertook a thorough
review of the proposed appointment
of J.P. Morgan as the new custodian
and depositary, and provided oversight
throughout the transition process.
Compliance with the investment trust
qualifying rules in section 1158 of the
Corporation Tax Act 2010
Consideration of the Manager’s report
confirming compliance.
Financial reports and valuation
Overall accuracy of the Report and
Financial Statements
Consideration of the Annual Report and
Financial Statements and the letter from
the Manager in support of the letter of
representation to the auditors.
Fair, balanced and understandable
Reviewed the Annual Report and Financial
Statements to advise the Board whether
it was fair, balanced and understandable.
Reviewed whether performance measures
were reflective of the business, whether
there was adequate commentary on the
Company’s strengths and weaknesses
and that the Annual Report and Financial
Statements, taken as a whole was
consistent with the Board’s view of the
operation of the Company.
Going concern and viability
Reviewing the impact of risks on going
concern and longer-term viability.
Audit
Auditors’ independence
PricewaterhouseCoopers LLP has
provided audit services to the Company
since its appointment in 2007. Following
a tender of audit services in 2016,
PricewaterhouseCoopers LLP was retained
as the Company’s auditors. The Company
remains compliant with the provisions of
the Competition and Markets Authority
Order, which requires the audit to be
put out to tender at least every 10 years,
with the Company required to undertake
a further audit tender at the latest in
2027. Due to the 20-year maximum audit
tenure, PricewaterhouseCoopers LLP will
be precluded from participating. The audit
of the Company’s financial statements for
the year ended 31 August 2025 will be
Ms Local’s final year as senior statutory
auditor, in line with the regulatory
requirement to rotate the senior statutory
auditor every five years.
The Committee undertook a formal and
competitive audit tender in July 2025.
There are no contractual obligations
restricting the choice of external
auditors. Following this process, the
Committee recommended to the Board
the appointment of Johnston Carmichael
LLP as the Company’s auditors for the
year ending 31 August 2026. Shareholder
approval of this appointment is required
and will be proposed at the AGM.
Audit results
Met with and reviewed a comprehensive
report from the auditors which detailed
the results of the audit, compliance with
regulatory requirements, safeguards that
have been established, and on their own
internal quality control procedures.
Provision of non-audit services by the
auditors
Reviewed the FRC’s Guidance on Audit
Committees and formulated a policy on
the provision of non-audit services by the
Company’s auditors. The Committee has
determined that the Company’s appointed
auditors will not be considered for the
provision of certain non-audit services,
such as accounting and preparation of
the financial statements, internal audit
and custody. The auditors may, if required,
provide other non-audit services which will
be judged on a case-by-case basis.
The auditors did not provide any non-audit
services to the Company during the year.
Section 4: Governance
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Recommendations made to, and approved by, the Board:
• The Committee recommended that the Board approve the Half Year Report and the Annual Report and Financial Statements.
• The Committee recommended the adoption of the going concern basis of accounting in the Annual Report and Financial Statements
and the explanations set out in the viability statement.
• Following a comprehensive audit tender process, the Committee recommended to the Board the appointment of Johnston
Carmichael LLP as the Company’s auditors for the year ending 31 August 2026. Shareholder approval of this appointment is required
and will be proposed at the AGM.
• During the year, the Committee undertook a thorough review of the proposed appointment of J.P. Morgan as the new custodian and
depositary, and provided oversight throughout the transition process.
• As a result of the work performed, the Committee has concluded that the Annual Report for the year ended 31 August 2025, taken
as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s
position, performance, business model and strategy and has reported on these findings to the Board. The Board’s conclusions in this
respect are set out in the Statement of Directors’ Responsibilities on page 63.
• Having reviewed the performance of the auditors, as described above, the Committee was satisfied that there were no circumstances
that affected the independence and objectivity of the auditors.
By order of the Board
Alexa Henderson
Audit Committee Chair
5 November 2025
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 4: Governance
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
Customer: Schroders Project Title: IBT Annual Report T: 0207 055 6500 F: 020 7055 6600
Management Engagement Committee Report
The Management Engagement Committee is responsible for: (1) the monitoring and oversight
of the Manager’s performance and fees, and confirming the Manager’s ongoing suitability; and
(2) reviewing and assessing the Company’s other service providers, including reviewing their
fees.
All Directors are members of the Committee. Kate Cornish-Bowden is the Chair of the Committee. Its terms of reference are available
on the Company’s web pages: https://www.ibtplc.com.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Oversight of the Manager
The Committee:
• reviews the Manager’s performance, over the short and long
term, against the Reference Index, peer group and the market;
• considers the reporting it has received from the Manager
throughout the year, and the reporting from the Manager to
the shareholders;
• assesses management fees including the performance fee
on an absolute and relative basis, receiving input from the
Company’s corporate broker, including peer group and industry
figures, as well as the structure of the fees;
• reviews the appropriateness of the Manager’s contract,
including terms such as notice period; and
• assesses whether the Company receives appropriate
administrative, accounting, company secretarial and marketing
support from the Manager.
Oversight of the Manager
The Committee undertook a detailed review of the Manager’s
performance, and agreed that it has the appropriate depth and
quality of resource to deliver superior returns over the longer
term.
The Committee reviewed the management and performance
fees and agreed a change with the Manager, as detailed in the
Directors’ Report on pages 48 and 49.
The Committee reviewed the other services provided by the
Manager and agreed they were satisfactory.
Oversight of other service providers
The Committee reviews the performance and competitiveness of
the following service providers on at least an annual basis:
• depositary and custodian;
• corporate broker;
• advisers for the unquoted portfolio;
• registrar; and
• lender.
The Committee also receives a report from the Company
Secretary on ancillary service providers, and considers any
recommendations.
The Committee notes the Audit Committee’s review of the
auditors.
Oversight of other service providers
As noted earlier in this report, J.P. Morgan was appointed as the
Company’s custodian and depositary with effect from 3 October
2025.
The annual review of each of the service providers was
satisfactory.
The Committee noted that the Audit Committee had undertaken a
detailed evaluation of the Manager, registrar, and depositary and
custodian’s internal controls.
The Committee also noted the Audit Committee’s recommendation,
following a competitive audit tender in July 2025, to appoint
Johnston Carmichael LLP as the Company’s auditors at the
forthcoming AGM.
Application during the year
Recommendations made to, and approved by, the Board:
• That the ongoing appointment of the Manager on the terms of the AIFM agreement, was in the best interests of shareholders as a
whole.
• That the fee structure with the Manager, be varied, as detailed in the Directors’ Report.
• That J.P. Morgan be appointed as the Company’s custodian and depositary with effect from 3 October 2025.
• That the Company’s service providers’ performance remained satisfactory.
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Nomination Committee Report
The Nomination Committee is responsible for: (1) the recruitment, selection and induction of
Directors; (2) their assessment during their tenure; (3) the Board’s succession plans; and (4)
Directors’ fees.
All Directors are members of the Committee. Gillian Elcock is the Chair of the Committee. The Committee’s terms of reference are
available on the Company’s web pages: www.ibtplc.com.
Approach
The Committee’s key roles and responsibilities are set out in the table below.
Selection and ongoing assessment of Directors
Application of
succession policy
Selection Induction Annual
evaluation
Annual review of
succession policy
Selection and induction
• The Committee prepares a job
specification for each role, and
proposals are sought from independent
search firms. For the Chair and the
Chairs of Committees, the Committee
considers current Board members too.
• A job specification outlines the
knowledge, professional skills, personal
qualities and experience requirements.
• The Committee considers the use of an
external search agency in recruiting new
Directors.
• Potential candidates are assessed
against the Company’s diversity policy.
• The Committee discusses the long
list, invites a number of candidates for
interview and makes a recommendation
to the Board.
• The Committee reviews the induction
and training of new Directors.
• Any new Director will be proposed for
election by shareholders at the first AGM
following appointment.
Board evaluation and Directors’ fees
• The Committee assesses the
performance of each Director annually,
with the SID leading the evaluation of
the Chair, and will consider if an external
evaluation is appropriate.
• The evaluation focuses on whether
each Director continues to demonstrate
commitment to their role and provides
a valuable contribution to the Board
during the year, taking into account time
commitment, independence, conflicts
and training needs.
• Following the evaluation, the Committee
provides a recommendation to
shareholders with respect to the
election or annual re-election of
Directors at the AGM.
• The Committee reviews Directors’
fees, taking into account comparative
data and reports to shareholders.
No Directors are involved in making
recommendations with respect to their
own remuneration.
• Any proposed changes to the Directors’
remuneration policy are discussed and
reported to shareholders.
Succession
• The Board’s succession policy is
that Directors will retire no later
than the ninth AGM after their initial
appointment, except in exceptional
circumstances, and that each Director
will be subject to an annual re-election
at the AGM.
• The Committee reviews the Board’s
current and future needs at least
annually. Should any need be identified,
the Committee will initiate the selection
process.
• The Committee oversees the handover
process for retiring Directors.
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Application during the year
Selection and induction
• Following Alexa Henderson’s
appointment, subsequent to a rigorous
selection process using independent
search firm Cornforth Consulting, Alexa
engaged in an induction programme
with the Manager and its various
operating functions. She will stand for
election as a Director at the forthcoming
AGM.
Board evaluation and Directors’ fees
• The annual Board and Committee
evaluation process was undertaken during
the year, and the evaluation concluded at
the end of June 2025. The evaluation was
undertaken internally by the completion of
questionnaires.
• The Committee also reviewed each
Director’s time commitment and
independence by reviewing a complete
list of appointments, including pro bono
not for profit roles, to ensure that each
Director remained free from conflict and
had sufficient time available to discharge
each of their duties effectively. The
SID led the review of these matters in
respect of the Chair. During the review,
the Committee was also mindful of the
concept of ‘overboarding’ and considered
the time, nature and complexity of each
Director’s other roles and concluded that
it did not believe that any of the Directors
were overboarded. All Directors were also
considered to be independent in character
and judgement.
• The Committee considered each Director’s
contributions, and noted that in addition to
extensive experience as professionals and
non-executive Directors, each Director had
valuable skills and experience, as detailed in
their biographies on pages 46 and 47.
• Based on its assessment, the Committee
provided individual recommendations for
each Director’s re-election at the AGM to be
held in December 2025, with the exception
of Alexa Henderson, who will seek election,
having been appointed as a Director in
January 2025.
• The Committee reviewed Directors’
fees, using external benchmarking, and
recommended an increase in Directors’
fees, as detailed in the Directors’
Remuneration Report.
Succession
• The Committee reviewed the succession
policy and agreed it remains fit for
purpose.
• Following a rigorous selection process,
Alexa Henderson was appointed to
the Board as a non-executive Director
with effect from 1 January 2025 and will
stand for election as a non-executive
Director at the forthcoming AGM.
• Following the retirement of Caroline
Gulliver as a non-executive Director and
Chair of the Audit Committee, with effect
from 30 April 2025, Alexa Henderson
succeeded Caroline Gulliver as Chair of
the Audit Committee.
Recommendations made to, and approved by, the Board:
• That Alexa Henderson be appointed to the Board as a non-executive Director with effect from 1 January 2025 and that her election as
a Director be proposed, and recommended to shareholders for approval, at the 2025 AGM.
• That with effect from 30 April 2025, Alexa Henderson be appointed as Chair of the Audit Committee.
• That all Directors remain independent, continue to demonstrate commitment to their roles, provide a valuable contribution to the
deliberations of the Board, contribute towards the Company’s long-term, sustainable success, and remain free from conflicts with the
Company and its Directors; therefore they should all be recommended for re-election by shareholders at the AGM, with the exception
of Alexa Henderson, who having been appointed as a non-executive Director in January 2025, would seek election by shareholders at
the AGM.
• That Directors’ fees be increased, as detailed in the Directors’ Remuneration Report, with effect from 1 September 2025.
• That the Directors’ Remuneration Report be put to shareholders for approval at the 2025 AGM.
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Directors’ Remuneration Report
The Board presents the Directors’ Remuneration Report for the year ended 31 August 2025,
which has been prepared in accordance with the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 as amended, and Sections 420-422 of the
Companies Act 2006.
Introduction
The law requires the Company’s auditors to audit certain of the
disclosures provided. Where disclosures have been audited, they
are indicated as such. The auditors’ opinion is included in their
report on pages 66 to 71.
The Directors’ remuneration policy is subject to a binding vote
every three years unless any changes are proposed to the policy
in the meantime. The current Directors’ remuneration policy was
approved at the AGM held on 9 December 2024 and the next vote
will take place at the AGM to be held in 2027 unless any changes
are proposed to the policy in the meantime.
At the AGM held on 9 December 2024, 99.39% of the votes
cast (including votes cast at the Chair’s discretion) in respect of
approval of the Directors’ remuneration policy were in favour,
while 0.61% were against and 28,078 votes were withheld.
The Directors’ annual report on remuneration is subject to an
annual advisory vote. An ordinary resolution to approve this
report will be put to shareholders at the forthcoming AGM.
At the AGM held on 9 December 2024, 99.40% of the votes
cast (including votes cast at the Chair’s discretion) in respect of
approval of the Directors’ remuneration report for the year ended
31 August 2024 were in favour, while 0.60% were against and
29,177 votes were withheld.
Directors’ remuneration policy
The determination of the Directors’ fees is a matter dealt with by
the Nomination Committee and Board. As all the Directors are
independent non-executive, a separate remuneration committee
has not been established.
The Company’s Articles of Association limit the aggregate fees
payable to Directors to £300,000 per annum. Subject to this limit,
it is the Company’s policy to determine the level of directors’
fees having regard to the level of fees payable to non-executive
directors in the industry, the role that individual directors fulfil
in respect of Board and Committee responsibilities, and time
committed to the Company’s affairs in order to promote the
long-term success of the Company. Fees payable to the Directors
should be sufficient to motivate and retain candidates of a high
calibre to deliver the Company’s investment objectives. No
element of the Directors remuneration is performance-related.
The Board considers any comments received from shareholders
on the Directors’ remuneration policy on an ongoing basis and
if appropriate, takes these into consideration when reviewing
remuneration. All Directors have a Letter of Appointment with the
Company. The Letters of Appointment are available for inspection
at the Company’s registered office during normal business hours
and at the location of the AGM for at least 15 minutes prior to
and during the meeting. Directors do not have service contracts
with the Company and no compensation is payable to Directors
on leaving office. It is the intention of the Board that this policy
will continue to apply in the forthcoming and subsequent financial
years.
All Directors are appointed for an initial term covering the period
from the date of their appointment until the first AGM, thereafter
they are required to retire annually in accordance with the
Company’s Articles of Association.
Following the performance evaluation carried out each year, the
Board considers whether it is appropriate for each Director to
seek re-election. When recommending whether an individual
Director should seek re-election, the Board will take into account
the ongoing recommendations of the AIC Code, including the
need to refresh the Board and its Committees.
The component parts of the Directors’ remuneration are set out in
the table on page 60.
Implementation of policy
The Board did not seek the views of shareholders in setting this
policy. Any comments on the policy received from shareholders
would be considered on a case-by-case basis.
As the Company does not have any employees, no employee pay
and employment conditions were taken into account when setting
this policy and no employees were consulted in its construction.
Directors’ annual report on remuneration
This report sets out how the Directors’ remuneration policy was
implemented during the year ended 31 August 2025.
In implementing the Directors’ remuneration policy, the
Nomination Committee and Board are mindful of the role that
individual Directors fulfil in respect of Board and Committee
responsibilities.
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The following table shows the remuneration components for each Board and Committee role.
Annual rate for the
year ended 31 August
Component
2025
£
2024
£ Purpose and operation
Chair’s base fee 44,500 44,500 For the additional time, commitment and
responsibility required by the role.
Non-executive Director base fee: 30,000 30,000 To reflect the time and commitment required and
the responsibilities of the role. The fee is reviewed
against fees paid by peer companies to ensure
that it is fair and appropriate for the role.
Additional fee:
Chair of the Audit Committee
6,000
1
4,500 For the additional time required as Committee Chair.
Additional fee:
Senior Independent Director (SID)
2,000 2,000 For the additional time required to support the Chair and
undertake other duties as SID.
Additional fee:
Chair of the Nomination Committee
1,000 1,000 For the additional time required as Committee Chair.
Additional fee: Variable Variable
2
In the event of a complex or large project, an additional fee to
fairly compensate for the additional time and commitment
required.
Expenses:
Each Director
Variable Variable Reimbursement of expenses properly incurred by Directors in
attending meetings and/or otherwise in the performance of
their duties.
1
Effective 1 September 2024.
2
See table of fees paid to Directors.
Fees paid to Directors
The following amounts were paid by the Company to Directors for their services in respect of the year ended 31 August 2025 and the
preceding financial year. Directors’ remuneration is all fixed; they do not receive any variable remuneration. The performance of the
Company over the financial year is presented on the inside front cover and page 3, under the heading “Performance Summary”.
Fees Taxable benefits
4
Total
Change in annual fee over
years ended 31 August
Director
Directors’
Fee
2025
£
Directors’
Fee
2024
£
One off
Fee
1
2024
£
2025
£
2024
£
2025
£
2024
£
2025
%
2024
%
2023
%
2022
%
2021
%
Kate Cornish-Bowden
(Chair)
44,500 44,500 14,685 185 99 44,685 59,284 (25) 47 38 4 255
Gillian Elcock 31,000 30,721 7,500 185 99 31,185 38,320 (19) 122 N/A N/A N/A
Caroline Gulliver
2
24,000 34,500 8,625 886 99 24,886 43,224 (42) 29 3 – –
Patrick Magee 32,000 32,000 8,000 185 99 32,185 40,099 (20) 32 9 – 255
Patrick Maxwell 30,000 30,000 7,500 558 242 30,558 37,742 (19) 30 55 N/A N/A
Alexa Henderson
3
22,000 – – 2,535 – 24,535 – N/A N/A N/A N/A N/A
Total 183,500 171,721 46,310 4,535 637 188,035 218,668
1
A one off fee was paid to the Directors following the completion of the change of Manager in November 2023 to compensate the Directors for the considerable
additional time associated with the transition.
2
Retired as a Director on 30 April 2025.
3
Appointed as a Director on 1 January 2025, and as Chair of the Audit Committee on 30 April 2025.
4
Comprise amounts reimbursed for expenses incurred in carrying out business for the Company, and which have been grossed up to include PAYE and NI
contributions, where relevant.
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Consideration of matters relating to Directors’ remuneration
Following the review of Directors’ fees by the Nomination Committee, it was proposed that Directors’ fees should be increased to
the following levels with effect from 1 September 2025: Chair: £45,500; and Director: £31,000. The additional fees payable remain
unchanged at £1,000 for the Chair of the Nomination Committee, £2,000 for the SID, and £6,000 for the Chair of the Audit Committee,
respectively.
The members of the Board at the time that remuneration levels were considered were as set out on pages 46 and 47. Although no
external advice was sought in considering the levels of Directors’ fees, information on fees paid to Directors of other investment trusts
managed by Schroders and peer group companies provided by the Manager and corporate broker, was taken into consideration, as
was independent third party research.
The table below compares the remuneration payable to Directors, to distributions made to shareholders during the year under review
and the prior year. In considering these figures, shareholders should take into account the Company’s investment objective.
Distributions to shareholders (share buybacks) vs Directors’ remuneration
Year ended
31 August
2025
Year ended
31 August
2024 Change
£’000 £’000 %
Aggregate spend on Directors’ fees* 188 219 (14)
Distributions to shareholders
– Dividends 11,196 10,768
– Share buybacks 20,490 16,160
Total distributions paid to shareholders 31,686 26,928 18
*As the Company has no employees, the total spend on remuneration comprises solely of Directors’ fees.
Directors’ share interests (audited)
The Company’s Articles of Association do not require Directors to own shares in the Company. The interests of Directors, including
those of connected persons, at the beginning and end of the financial year under review, are set out below.
At 31 August
2025
Shares held
At 31 August
2024
Shares held
Kate Cornish-Bowden (Chair) 16,382 12,500
Gillian Elcock 1,407 1,407
Alexa Henderson 7,161 –
Patrick Magee 11,500 11,500
Patrick Maxwell 3,725 3,725
There have been no changes since the year-end.
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Ten year performance of share price and Reference Index total returns
80
100
120
140
160
180
200
Dec 15 Dec 16
Dec 17
Dec 18 Dec 19
Dec 20
Dec 21
Dec 22 Dec 23 Dec 24 Dec 25
Share price total return
NASDAQ Biotechnology Index (Reference Index)
Source: Morningstar. Data rebased to 100 at 31 August 2015.
Definitions of terms and performance measures are provided on page 105.
On behalf of the Board
Kate Cornish-Bowden
Chair
5 November 2025
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Statement of Directors’ Responsibilities
in respect of the Annual Report and Financial
Statements
The Directors are responsible for preparing the Annual Report and Financial Statements in
accordance with applicable law and regulation.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the financial statements in accordance with UK-
adopted international accounting standards.
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 the financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• state whether applicable UK-adopted international accounting
standards have been followed, subject to any material
departures disclosed and explained in the financial statements;
• make judgements and accounting estimates that are
reasonable and prudent; and
• prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
The Directors 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 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.
The Manager is responsible for the maintenance and integrity
of the web pages dedicated to the Company. Legislation in the
UK 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 in the
Board of Directors on pages 46 and 47 confirm that, to the best
of their knowledge:
• the Company’s financial statements, which have been prepared
in accordance with UK-adopted international accounting
standards, give a true and fair view of the assets, liabilities,
financial position and result of the Company;
• the Strategic Report 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
• that the Annual Report and Financial Statements, taken as
a whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
On behalf of the Board
Kate Cornish-Bowden
Chair
5 November 2025
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Section 5: Financials
Independent Auditors’ Report 66
Statement of Comprehensive Income 72
Statement of Changes in Equity 73
Statement of Financial Position 74
Cash Flow Statement 75
Notes to the Financial Statements 76
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Independent auditors’ report to the members of
International Biotechnology Trust plc
Report on the audit of the financial
statements
Opinion
In our opinion, International Biotechnology Trust plc’s financial
statements:
• give a true and fair view of the state of the company’s affairs as
at 31 August 2025 and of its loss and cash flows for the year
then ended;
• have been properly prepared in accordance with UK-adopted
international accounting standards; and
• have been prepared in accordance with the requirements of
the Companies Act 2006.
We have audited the financial statements, included within the
Annual Report and Financial Statements (the “Annual Report”),
which comprise: the Statement of Financial Position as at 31
August 2025; the Statement of Comprehensive Income, the
Statement of Changes in Equity, and the Cash Flow Statement for
the year then ended; and the notes to the financial statements,
comprising material accounting policy information and other
explanatory information.
Our opinion is consistent with our reporting to the Audit
Committee.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our
responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements
section of our report. We believe that the audit evidence we have
obtained is sufficient and appropriate to provide a basis for our
opinion.
Independence
We remained independent of the company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance with
these requirements.
To the best of our knowledge and belief, we declare that non-
audit services prohibited by the FRC’s Ethical Standard were not
provided.
We have provided no non-audit services to the company in the
period under audit.
Our audit approach
Context
The Company is a standalone Investment Trust Company and
engages Schroder Unit Trusts Limited (the Manager) to manage
its assets. The Manager has delegated investment management,
administrative, accounting and company secretarial services to
Schroder Investment Management Limited (the “Investment
Manager”). The Investment Manager has sub-delegated certain
accounting and administrative services to HSBC Securities
Services (UK) Limited (the “Administrator”).
Overview
Audit scope
• We conducted our audit using information provided by the
Manager, Investment Manager and the Administrator.
• We tailored the scope of our audit taking into account the types
of investments within the company, the involvement of the
third parties referred to above, the accounting processes and
controls, and the industry in which the company operates.
• We obtained an understanding of the control environment
in place at the Manager, Investment Manager and the
Administrator, and adopted a fully substantive testing approach
using reports obtained from the Manager, Investment Manager
and the Administrator.
Key audit matters
• Valuation and existence of unquoted investments held at fair
value through profit or loss
• Valuation and existence of quoted investments held at fair
value through profit or loss
• Income from and gains on investments
Materiality
• Overall materiality: £2,494,000 (2024: £2,822,000) based on
approximately 1% of net assets.
• Performance materiality: £1,870,000 (2024: £2,116,500).
The scope of our audit
As part of designing our audit, we determined materiality and
assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’
professional judgement, were of most significance in the audit
of the financial statements of the current period and include the
most significant assessed risks of material misstatement (whether
or not due to fraud) identified by the auditors, including those
which had the greatest effect on: the overall audit strategy; the
allocation of resources in the audit; and directing the efforts of
the engagement team. These matters, and any comments we
make on the results of our procedures thereon, were addressed
in the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
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Section 5: Financials
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The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Valuation and existence of unquoted investments held at
fair value through profit or loss
Refer to Note 1 (f) - Non-current asset investments held at fair
value and Note 10 - Investments held at fair value through profit
or loss.
The investment portfolio at 31 August 2025 included unquoted
investments. We focused on the valuation and existence of the
unquoted investments as these investments represented a
material balance in the financial statements, and the valuation
requires significant estimates and judgements to be applied by
the Directors and the Investment Manager.
We have understood and evaluated the valuation methodology
applied, by reference to the International Private Equity and
Venture Capital Valuation guidelines (IPEV) and tested the
techniques used by the Directors in determining the fair value of
unquoted investments, as outlined below.
Our testing, performed on a sample basis, included:
• Assessing the appropriateness of the valuation models used;
• Testing the inputs either through validation to appropriate third
party sources where available, or where relevant, assessing the
reasonableness of estimates and judgements used; and
• Obtaining the funds’ latest quarterly Net Asset Value reports
and where relevant tested distributions from and contributions
to unquoted fund investments.
We found that the Directors’ valuations of unquoted investments
were materially consistent with the IPEV guidelines and that
the assumptions used to derive the valuations within the
financial statements were reasonable based on the investee’s
circumstances or consistent with appropriate third party sources.
We tested the existence of the unquoted investment portfolio by
agreeing holdings to independent sources as at 31 August 2025.
Valuation and existence of quoted investments held at fair
value through profit or loss
Refer to Note 1 (f) - Non-current asset investments held at fair
value and Note 10 - Investments held at fair value through profit
and loss.
The investment portfolio at the year-end included quoted equity
investments. We focused on the valuation and existence of
quoted investments because quoted investments represent
the principal element of the net asset value as disclosed on the
Statement of Financial Position.
We tested the valuation of the quoted equity investments by
agreeing the prices used in the valuation to independent third
party sources.
We tested the existence of the quoted investment portfolio by
agreeing the holdings of quoted investments to an independently
obtained custodian confirmation as at 31 August 2025.
Section 5: Financials
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Key audit matter How our audit addressed the key audit matter
Income from and gains on investments
Refer to Note 1 (c) Income, Note 2 – Gains on investments held at
fair value through profit or loss and Note 3 - Income.
We focused on the accuracy and occurrence of both net capital
gains/losses on investments and dividend income. We also
assessed the completeness of dividend income.
We assessed the presentation of income in the Statement of
Comprehensive Income in accordance with the requirements
of The Association of Investment Companies’ Statement of
Recommended Practice (the “AIC SORP”).
We assessed and found that the accounting policies implemented
were in accordance with UK-adopted international accounting
standards and the AIC SORP, and that revenue (income and
capital gains and losses on investments) has been accounted for
in accordance with the stated accounting policy.
We understood and assessed the design and implementation of
key controls surrounding income recognition.
Gains/losses on investments held at fair value
The gains/losses on investments held at fair value comprise
realised and unrealised gains/losses.
For unrealised gains and losses, we have tested the valuation
of the portfolio at the year-end, together with testing the
reconciliation of opening and closing investments, thereby we
have assessed the accuracy of the gains/losses recorded. We
have also verified the occurrence of the gains/losses through our
testing of the existence of investments, as noted above.
For realised gains/losses, we tested a sample of disposals
by agreeing the proceeds to bank statements, to verify the
occurrence of the gain /loss. We re-performed the calculation of a
sample of realised gains/ losses in order to assess the accuracy of
the gains /losses recorded.
Income
We tested the accuracy of all dividend receipts by agreeing the
dividend rates for investments to independent market data.
To test for completeness, we tested a sample of dividends that
had been received in the year by reference to independent data
of dividends declared for investments during the year.
We tested occurrence by testing that all dividends recorded in the
year had been declared in the market by investment holdings,
and we traced all of the dividends received to bank statements.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed
enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of
the company, the accounting processes and controls, and the
industry in which it operates.
The company is a standalone authorised, closed-ended
investment company that has outsourced the management
of its assets to the Manager. The Manager has delegated the
investment management, administrative, accounting and
company secretarial services to the Investment Manager, who has
sub- delegated certain accounting and administrative services
to the Administrator. We applied professional judgement to
determine the extent of testing required over each balance in the
financial statements and obtained our audit evidence which was
substantive in nature from the Manager, Investment Manager and
the Administrator.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to
understand the extent of the potential impact of climate risk on
the company’s financial statements, and we remained alert when
performing our audit procedures for any indicators of the impact
of climate risk. Our procedures did not identify any material
impact as a result of climate risk on the company’s financial
statements.
Materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us
to determine the scope of our audit and the nature, timing
and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the
financial statements as a whole.
Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Overall company
materiality
£2,494,000 (2024: £2,822,000).
How we
determined it
approximately 1% of net assets
Rationale for
benchmark
applied
We believe that net assets is the primary
measure used by the shareholders in
assessing the performance of the company,
and is a generally accepted auditing
benchmark. This benchmark provides an
appropriate and consistent year on year basis
for our audit.
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We use performance materiality to reduce to an appropriately
low level the probability that the aggregate of uncorrected and
undetected misstatements exceeds overall materiality. Specifically,
we use performance materiality in determining the scope of
our audit and the nature and extent of our testing of account
balances, classes of transactions and disclosures, for example in
determining sample sizes. Our performance materiality was 75%
(2024: 75%) of overall materiality, amounting to £1,870,000 (2024:
£2,116,500) for the company financial statements.
In determining the performance materiality, we considered a
number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and
concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to
them misstatements identified during our audit above £124,700
(2024: £141,100) as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the company’s
ability to continue to adopt the going concern basis of accounting
included:
• evaluating the directors’ updated risk assessment and
considering whether it addressed relevant threats;
• evaluating the directors’ assessment of income and expenditure
projections, considering their consistency with other available
information and our understanding of the business;
• corroborate the directors’ assessment of liquidity levels of
the portfolio, consideration of uncalled capital commitments,
and future borrowing intentions in the context of assessing
resources available to the company to meet future funding
requirements including assessment of loan covenant
compliance.
• assessing the premium/discount the Company’s share price
trades at compared to its net asset value per share; and
• performed a risk assessment over the upcoming continuation
vote. We have obtained the directors assessment of the impact
of the continuation vote on their going concern assessment.
We have additionally held discussions with the broker to assess
any communications held with shareholders, and reviewed the
outcome of previous years’ continuation votes.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
company’s ability to continue as a going concern for a period of
at least twelve months from when the financial statements are
authorised for issue.
In auditing the financial statements, we have concluded that the
directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be
predicted, this conclusion is not a guarantee as to the company’s
ability to continue as a going concern.
From our work on the corporate governance statement described
below, we have nothing material to add or draw attention to in
relation to the directors’ statement in the financial statements
about whether the directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with
respect to going concern are described in the relevant sections of
this report.
Reporting on other information
The other information comprises all of the information in the
Annual Report other than the financial statements and our
auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do
not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our
responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent
with the financial statements or our knowledge obtained in
the audit, or otherwise appears to be materially misstated.
If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to
conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information.
If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report based on
these responsibilities.
With respect to the Strategic report and Directors’ Report, we
also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the
Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the
audit, the information given in the Strategic report and Directors’
Report for the year ended 31 August 2025 is consistent with the
financial statements and has been prepared in accordance with
applicable legal requirements.
In light of the knowledge and understanding of the company and
its environment obtained in the course of the audit, we did not
identify any material misstatements in the Strategic report and
Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to
be audited has been properly prepared in accordance with the
Companies Act 2006.
Corporate governance statement
As explained in Directors’ Report, the directors have chosen to
demonstrate how the company has met its obligations under
the UK Corporate Governance Code (‘the code’) by reporting
under the 2019 Association of Investment Companies’ Code
of Corporate Governance (‘the AIC Code’). As such, we refer to
the AIC Code where we report the matters required under ISAs
(UK) in respect of the directors’ statements in relation to going
concern, longer-term viability and that part of the corporate
governance statement relating to the company’s compliance
with the provisions of the Code specified by the Listing Rules
for our review. Our additional responsibilities with respect to
the corporate governance statement as other information are
described in the Reporting on other information section of
this report.
Based on the work undertaken as part of our audit, we have
concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial
statements and our knowledge obtained during the audit, and we
have nothing material to add or draw attention to in relation to:
• The directors’ confirmation that they have carried out a robust
assessment of the emerging and principal risks;
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Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
• The disclosures in the Annual Report that describe those
principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being
managed or mitigated;
• The directors’ statement in the financial statements about
whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their
identification of any material uncertainties to the company’s
ability to continue to do so over a period of at least twelve
months from the date of approval of the financial statements;
• The directors’ explanation as to their assessment of the
company’s prospects, the period this assessment covers and
why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable
expectation that the company will be able to continue in
operation and meet its liabilities as they fall due over the period
of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term
viability of the company was substantially less in scope than an
audit and only consisted of making inquiries and considering
the directors’ process supporting their statement; checking that
the statement is in alignment with the relevant provisions of the
Code; and considering whether the statement is consistent with
the financial statements and our knowledge and understanding
of the company and its environment obtained in the course of
the audit.
In addition, based on the work undertaken as part of our audit,
we have concluded that each of the following elements of the
corporate governance statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
• The directors’ statement that they consider the Annual Report,
taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess
the company’s position, performance, business model and
strategy;
• The section of the Annual Report that describes the review of
effectiveness of risk management and internal control systems;
and
• The section of the Annual Report describing the work of the
Audit Committee.
We have nothing to report in respect of our responsibility to
report when the directors’ statement relating to the company’s
compliance with the Code does not properly disclose a departure
from a relevant provision of the Code specified under the Listing
Rules for review by the auditors.
Responsibilities for the financial statements
and the audit
Responsibilities of the directors for the financial
statements
As explained more fully in the Statement of Directors’
Responsibilities in respect of the Annual Report and Financial
Statements, the directors are responsible for the preparation
of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair
view. The directors are also responsible for such internal control
as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless
the directors either intend to liquidate the company or to cease
operations, or have no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to which
our procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on our understanding of the company and industry,
we identified that the principal risks of non-compliance with
laws and regulations related to breaches of section 1158 of
the Corporation Tax Act 2010, and we considered the extent
to which non-compliance might have a material effect on
the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements
such as the Companies Act 2006. We evaluated management’s
incentives and opportunities for fraudulent manipulation of the
financial statements (including the risk of override of controls),
and determined that the principal risks were related to posting
inappropriate journal entries to increase revenue (investment
income and capital gains) or to increase net asset value and
management bias in accounting estimates. Audit procedures
performed by the engagement team included:
• enquiries with the Manager and the Audit Committee,
including specific enquiry of known or suspected instances
of non-compliance with laws and regulation and fraud where
applicable;
• reviewing relevant meeting minutes, including those of the
Audit Committee;
• assessment of the company’s compliance with the
requirements of section 1158 of the Corporation Tax Act 2010,
including recalculation of numerical aspects of the eligibility
conditions;
• challenging assumptions and judgements made by
management in their significant accounting estimates, in
particular in relation to the valuation of unquoted investments
held at fair value through profit or loss (see related key audit
matter);
• identifying and testing journal entries, in particular a sample of
manual year end journal entries posted as part of the financial
statements’ preparation process; and
• designing audit procedures to incorporate unpredictability
around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related
to events and transactions reflected in the financial statements.
Also, the risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through
collusion.
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Our audit testing might include testing complete populations of
certain transactions and balances, possibly using data auditing
techniques. However, it typically involves selecting a limited
number of items for testing, rather than testing complete
populations. We will often seek to target particular items for
testing based on their size or risk characteristics. In other cases,
we will use audit sampling to enable us to draw a conclusion
about the population from which the sample is selected.
A further description of our responsibilities for the audit of the
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our
auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and
only for the company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no other
purpose. We do not, in giving these opinions, accept or assume
responsibility for any other purpose or to any other person to
whom this report is shown or into whose hands it may come save
where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you
if, in our opinion:
• we have not obtained all the information and explanations we
require for our audit; or
• adequate accounting records have not been kept by the
company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law
are not made; or
• the financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with
the accounting records and returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were
appointed by the directors on 12 July 2007 to audit the financial
statements for the year ended 31 August 2007 and subsequent
financial periods. The period of total uninterrupted engagement
is 19 years, covering the years ended 31 August 2007 to 31
August 2025.
Colleen Local (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
5 November 2025
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Customer: Schroders Project Title: IBT Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600
Statement of Comprehensive Income
for the year ended 31 August 2025
Note
2025
Revenue
£’000
2025
Capital
£’000
2025
Total
£’000
2024
Revenue
£’000
2024
Capital
£’000
2024
Total
£’000
Gains on investments held at fair value through profit or loss 2 – 4,735 4,735 – 41,620 41,620
Net foreign currency gains – 819 819 – 1,656 1,656
Income 3 514 – 514 1,263 – 1,263
Total income 514 5,554 6,068 1,263 43,276 44,539
Management fee 4 (1,638) – (1,638) (1,297) – (1,297)
Performance fee 4 – (2,665) (2,665) – (904) (904)
Administrative expenses 5 (967) – (967) (1,129) – (1,129)
(Loss)/profit before finance costs and taxation (2,091) 2,889 798 (1,163) 42,372 41,209
Finance costs 6 (1,940) – (1,940) (2,198) – (2,198)
(Loss)/profit before taxation (4,031) 2,889 (1,142) (3,361) 42,372 39,011
Taxation 7 (28) – (28) (135) – (135)
Net (loss)/profit for the year (4,059) 2,889 (1,170) (3,496) 42,372 38,876
(Loss)/earnings per share (pence) 8 (11.42) 8.13 (3.29) (9.16) 110.97 101.81
The “Total” column of this statement represents the Company’s Statement of Comprehensive Income prepared in accordance with UK-
adopted International Accounting Standards.
The Company does not have any other comprehensive income and hence the net (loss)/profit for the year, as disclosed above, is the
same as the Company’s total comprehensive income.
The “Revenue” and “Capital” columns represent supplementary information prepared under guidance set out in the statement of
recommended practice for investment trust companies (the “SORP”) issued by the Association of Investment Companies in July 2022.
All revenue and capital items in the above statement are derived from continuing operations.
The notes on pages 76 to 96 form part of these financial statements.
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Statement of Changes in Equity
for the year ended 31 August 2025
Note
Share
capital
£’000
Share
pr
emium
£’000
Capital
redemption
reserve
£’000
Capital
reserves
£’000
Revenue
reserve
£’000
Total
£’000
At 31 August 2023 10,346 29,873 31,482 249,147 (50,531) 270,317
Net profit/(loss) for year – – – 42,372 (3,496) 38,876
Dividends paid in the year 9 – – – (10,768) – (10,768)
Repurchase of ordinary shares into treasury – – – (16,160) – (16,160)
At 31 August 2024 10,346 29,873 31,482 264,591 (54,027) 282,265
Net profit/(loss) for year – – – 2,889 (4,059) (1,170)
Dividends paid in the year 9 – – – (11,196) – (11,196)
Repurchase of ordinary shares into treasury – – – (20,490) – (20,490)
At 31 August 2025 10,346 29,873 31,482 235,794 (58,086) 249,409
The notes on pages 76 to 96 form an integral part of these financial statements.
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International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Statement of Financial Position
at 31 August 2025
Note
2025
£’000
2024
£’000
Non-current assets
Investments at fair value through profit or loss 10 268,920 297,507
Current assets
Receivables 11 136 215
Cash and cash equivalents 12 14,980 10,433
15,116 10,648
Total assets 284,036 308,155
Current liabilities
Loan 13 (29,607) (22,827)
Payables 13 (5,020) (3,063)
(34,627) (25,890)
Net assets 249,409 282,265
Equity attributable to shareholders
Share capital 15 10,346 10,346
Share premium 16 29,873 29,873
Capital redemption reserve 16 31,482 31,482
Capital reserves 16 235,794 264,591
Revenue reserve 16 (58,086) (54,027)
Total equity attributable to shareholders 249,409 282,265
Net asset value per share (pence) 17 739.48p 766.30p
The financial statements on pages 72 to 96 were approved by the Board of Directors and authorised for issue on 5 November 2025 and
signed on its behalf by:
Alexa Henderson
Chair of the Audit Committee
The notes on pages 76 to 96 form an integral part of these financial statements.
Registered in England and Wales as a public company limited by shares.
Company registration number: 02892872.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Note
2025
£’000
2024
£’000
Operating activities
Profit before finance costs and taxation 798 41,209
Adjustments for:
Net foreign currency gains (819) (1,656)
Gains on investments at fair value through profit or loss (4,735) (41,620)
Net sales of investments at fair value through profit or loss 33,513 50,463
Dividend income (286) (1,045)
Interest income (228) (218)
Decrease in receivables 9 14
Increase/(decrease) in payables 1,766 (746)
Overseas taxation paid (26) (134)
Net cash inflow from operating activities before dividends and interest 29,992 46,267
Dividends received 336 1,098
Interest received 245 185
Interest paid (1,940) (2,198)
Net cash inflow from operating activities 28,633 45,352
Financing activities
Bank loan drawdown 31,106 46,186
Bank loan repaid (23,345) (21,456)
Repurchase of ordinary shares into treasury (20,490) (16,160)
Dividends paid 9 (11,196) (10,768)
Net cash outflow from financing activities (23,925) (2,198)
Increase in cash and cash equivalents 4,708 43,154
Cash and cash equivalents at the start of the year 10,433 (32,474)
Effect of foreign exchange rates on cash and cash equivalents (161) (247)
Cash and cash equivalents at the end of the year 12 14,980 10,433
The notes on pages 76 to 96 form an integral part of these financial statements.
Cash Flow Statement
for the year ended 31 August 2025
Section 5: Financials
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Notes to the Financial Statements
1. Material accounting policies
The nature of the Company’s operations and its principal activities are set out in the Strategic Report and Directors’ Report.
The Company’s financial statements have been prepared in accordance with UK-adopted International Accounting Standards and those
parts of the Companies Act 2006 (“the Act”) applicable to companies reporting under UK-adopted International Accounting Standards.
These comprise standards and interpretations approved by the International Accounting Standards Board (“IASB”) and International
Accounting Standards Committee (“IASC”), that remain in effect and to the extent that they have been adopted by the United Kingdom
and the Listing Rules of the FCA.
For the purposes of the financial statements, the results and financial position of the Company are expressed in pounds sterling, which
is the functional currency and the presentational currency of the Company.
Sterling is the functional currency because it is the currency which is most relevant to the majority of the Company’s shareholders and
creditors and the currency in which the majority of the Company’s operating expenses are paid.
All values are rounded to the nearest thousand pound and (£’000) except where otherwise indicated.
The principal accounting policies followed, which have been applied consistently for all years presented, are set out below:
(a) Basis of preparation
The Company’s financial statements have been prepared on a going concern basis (as set out on page 42) and under the historical cost
convention, as modified by the inclusion of investments at fair value through profit or loss.
Where presentational guidance set out in the Statement of Recommended Practice (the “SORP”) for investment trusts issued by The
Association of Investment Companies (the “AIC”) in November 2014 (and updated in July 2022) is consistent with the requirements of
UK-adopted International Accounting Standards, the Directors have sought to prepare the financial statements on a basis compliant
with the recommendations of the SORP.
The financial position of the Company as at 31 August 2025 is shown in the Statement of Financial Position on page 74. As at 31 August
2025, the Company’s total assets exceeded its total liabilities by a multiple of over 8. The assets of the Company consist mainly of
securities that are held in accordance with the Company’s investment policy, as set out on page 31. The Directors have considered a
detailed assessment of the Company’s ability to meets its liabilities as they fall due. The assessment took account of the Company’s
current financial position, its cash flows and its liquidity position. In addition to the assessment, the Company carried out stress testing,
which used a variety of falling parameters to demonstrate the effects on the Company’s share prices and NAV.
In light of the results of these tests, the Company’s cash balances, and the liquidity position, the Directors consider that the Company
has adequate financial resources to enable it to continue in operational existence. The Directors expect shareholders to vote in favour
of continuation at the 2025 AGM. Accordingly, the Directors believe that it is appropriate to continue to adopt the going concern basis
in preparing the Company’s financial statements.
(b) Presentation of the Statement of Comprehensive Income
In order to better reflect the activities of an investment trust company and in accordance with guidance issued by the AIC,
supplementary information which analyses the Statement of Comprehensive Income between items of a revenue and capital nature
has been presented alongside the Statement of Comprehensive Income.
The net loss after taxation in the revenue column is the measure the Directors believe appropriate in assessing the Company’s
compliance with certain requirements set out in Section 1158 of the Corporation Tax Act 2010 (“CTA”).
(c) Income
Dividends receivable on equity shares are recognised as revenue for the year on an ex-dividend basis. Special dividends are treated as
revenue return or as capital return, depending on the facts of each individual case. Income from current asset investments is included
in the revenue for the year on an accruals basis and is recognised on a time apportionment basis.
Where the Company has elected to receive its dividends in the form of additional shares rather than cash, the amount of cash dividend
foregone is recognised as income in the revenue column of the Statement of Comprehensive Income. Any excess in the value of shares
over the amount of cash dividend foregone is recognised as a gain in the capital column of the Statement of Comprehensive Income.
Interest from fixed income securities is recognised on a time apportionment basis so as to reflect the effective yield on the fixed income
securities.
Deposit interest outstanding at the year-end is calculated and accrued on a time apportionment basis using market rates of interest.
(d) Expenses and interest payable
Administrative expenses including the management fee and interest payable are accounted for on an accruals basis and are
recognised when they fall due.
All expenses and interest payable have been presented as revenue items except as follows:
• Any performance fee payable is allocated wholly to capital, as it is primarily attributable to the capital performance of the Company’s
assets.
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• Transaction costs incurred on the acquisition or disposal of investments are expensed and included in the costs of acquisition or
deducted from the proceeds of sale as appropriate.
(e) Taxation
Deferred tax is calculated in full, using the liability method, on all taxable and deductible temporary differences at the Statement of
the Financial Position date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the period when the asset is realised
or the liability settled, based on tax rates and tax laws that have been enacted or substantively enacted at the Statement of Financial
Position date.
Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the
deductible temporary differences can be utilised.
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented in the capital
column of the Statement of Comprehensive Income is the marginal basis. Under this basis, if taxable income is capable of being offset
entirely by expenses presented in the revenue column of the Statement of Comprehensive Income, then no tax relief is transferred to
the capital column.
(f) Non-current asset investments held at fair value
The Company holds three types of investments: direct investments in quoted companies; direct investments in unquoted companies;
and indirect investments held through venture funds.
Investments are recognised or derecognised on the trade date where a purchase or sale of an investment is under a contract whose
terms require delivery of the investment within the timeframe established by the market concerned.
On initial recognition all non-current asset investments are designated as held at fair value through profit or loss as defined by UK-
adopted International Accounting Standards. They are further categorised into the following fair value hierarchy:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2: Having inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e.
as prices) or indirectly (i.e. derived from prices).
Level 3: Having inputs for the asset or liability that are not based on observable market data.
All non-current investments (including those over which the Company has significant influence) are measured at fair value with gains
and losses arising from changes in their fair value being included in net profit or loss for the year as a capital item.
Any gains and losses realised on disposal are recognised in the capital column of the Statement of Comprehensive Income.
Quoted investments
The fair value of quoted investments is either the bid price or the last traded price, depending on the convention of the exchange on
which the investment is quoted.
Unquoted investments
In respect of unquoted investments (excluding investments in the SV unquoted funds), or where the market for a financial instrument is
not active, fair value is established by the adviser using various valuation techniques, in accordance with the International Private Equity
and Venture Capital (“IPEV”) guidelines issued in December 2022 and Special Valuations Guidance issued in March 2020. These may
include reference to recent rounds of re-financing undertaken by investee companies involving knowledgeable parties, an earnings
or multiple, a discounted cashflow model or the present value of future milestone payments, all with reference to recent arm’s length
market transactions between knowledgeable parties, where available.
The valuations of the unquoted investments are assessed by the adviser to ensure that the fair value is fairly reflected and will be
revalued accordingly, driven by the underlying assumptions deriving the value including: the ability of portfolio company management
to keep cash and operating budgets; investor milestone targets; clinical trial data; progress of competitor products; any underlying
litigation at the portfolio company level; performance of the investment and quality of the management team; and the market for the
product being developed; and the broad climate of the economies of the countries in which they will likely be sold by reference to
public stock market performance. Management scrutinises and challenges the assumptions, judgements and valuation inputs used by
the adviser on a quarterly basis.
Investment in unquoted funds
The Company receives formal quarterly reports from each of the private equity funds in which it invests: SV Fund VI and SV BCOF (the
“SV unquoted funds”). The values of the SV unquoted funds’ investments in the underlying private equity companies are reported in
these quarterly reports. The reports typically arrive within 60 days of the end of the quarter (90 days at calendar year-end). As soon as a
quarterly report is received by the Company, the reported value of the SV unquoted funds is reflected in the NAV on the next NAV date.
During the period between quarterly reports, the Company may be advised of a sale of a portfolio company (or its securities) held
within one of the funds at a different price from the last reported value in that quarterly report. As soon as the Company is informed of
the completion of any such transaction establishing a new value for the investment, the new NAV of that investment to SV the unquoted
funds is reflected in the NAV on the next NAV date. With respect to any investments within the SV unquoted funds for which there is
a listed price, the Company revalues its investment in the SV unquoted funds to take account of market movements in the underlying
security. The listed price of these underlying securities is monitored on a daily basis. Any price move in the SV unquoted funds’
underlying investments that materially impacts the Company’s holding in the SV unquoted funds is immediately reflected in the NAV on
the next NAV date. If there are no material movements, these underlying securities are revalued on a monthly basis and immediately
reflected in the NAV on the next NAV date.
Section 5: Financials
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The value of a fund investment used by the Company in determining the NAV is always based on the most current information known
to the Company on the NAV date.
(g) Foreign currencies
Transactions involving currencies other than sterling are recorded at the exchange rate ruling on the transaction date.
At each Statement of Financial Position date, monetary items and non-monetary assets and liabilities that are fair valued, which are
denominated in foreign currencies, are translated at the closing rates of exchange. Foreign currency exchange differences arising on
translation are recognised in the Statement of Comprehensive Income. Exchange gains and losses on investments held at fair value
through profit or loss are included within “Gains/(losses) on investments held at fair value”.
(h) Critical accounting estimates and judgements
The preparation of financial statements in conformity with UK-adopted International Accounting Standards requires the use of
estimates and judgements. These estimates and judgements affect the reported amounts of assets and liabilities at the reporting date.
While estimates are based on best judgement using information and financial data available, the actual outcome may differ from these
estimates. The key sources of estimation and uncertainty relate to the fair value of the unquoted investments.
Judgements
The Directors consider that the preparation of the financial statements involves the following key judgements:
(i) The fair value of the unquoted investments.
The key judgements in the fair value process are:
(i) The advisor’s (SV Health’s) determination of the appropriate application of the IPEV Valuation Guidelines (December 2022) and
Special Valuations Guidance (March 2020) to each unquoted investment; and
(ii) The Directors’ consideration of whether each fair value is appropriate following detailed review and challenge.
The judgement applied by the adviser in the selection of the methodology used for determining the fair value of each unquoted
investment can have a significant impact upon the valuation.
Estimates
The key estimate in the financial statements is the determination of the fair value of the unquoted investments (excluding investments
in the SV unquoted funds) by SV Health for consideration by the Directors. This estimate is key as it significantly impacts the valuation of
the unquoted investments (excluding investments in the SV unquoted funds) at the Statement of Financial Position date. The fair value
process involves estimation using subjective inputs that are unobservable (for which market data is unavailable).
The main estimates involved in the selection of the valuation process inputs are:
(i) The application of an appropriate discount factor to reflect macro-economic factors and the reduced liquidity of unquoted
companies;
(ii) The selection of an appropriate estimate of the probability of royalty income reflecting potential commercial uptake risk, competitor
risk and uncertainty around drug pricing; and
(iii) The calculation of valuation adjustments derived from milestone achievement analysis incorporating the likelihood of clinical trial
success.
Fair value estimates are cross-checked to alternative estimation methods where possible to improve the robustness of the estimate.
As the valuation outcomes may differ from the fair value estimates a price sensitivity analysis is provided in Level 3 investments at fair
value through profit and loss – price risk sensitivity in note 19.7 (iii) on page 94 to illustrate the effect on the financial statements of an
over or under estimation of the significant observable inputs.
(i) Other financial assets and liabilities
In the Cash Flow Statement, cash and cash equivalents includes cash in hand, short-term deposits and bank overdrafts. These are held
for the purpose of meeting short-term cash commitments rather than for investment or other purposes and cash balances are held at
their fair value (translated to sterling at the Statement of Financial Position date where appropriate).
Interest-bearing bank loans are initially recognised at cost, being the proceeds net of direct issue costs, and subsequently at amortised
cost.
(j) Receivables
Other receivables do not carry any right to interest and are short term in nature. Accordingly they are stated at their nominal value
(amortised cost) reduced by appropriate allowances for estimated irrecoverable amounts.
(k) Other payables
Other payables are not interest-bearing and are stated at their nominal amount (amortised cost). Where there are any long-term
borrowings, finance costs are calculated over the term of the debt on the effective interest basis.
(l) Bank loans and finance costs
Interest-bearing bank loans are initially recognised at cost, being the proceeds received net of direct issue costs, and subsequently at
amortised cost. The amounts falling due for repayment within one year are included under current liabilities and more than one year
under non-current liabilities in the Statement of Financial Position.
Finance costs are calculated using the effective interest rate method and accounted for on an accrual basis and, in line with the
management fee expense, are charged 100% to the revenue account of the Statement of Comprehensive Income.
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(m) Repurchase of ordinary shares (including those held in treasury) and subsequent reissues
The costs of repurchasing ordinary shares including related stamp duty and transaction costs are taken directly to equity and reported
through the Statement of Changes in Equity as a charge on the capital reserves.
The sales proceeds of treasury shares reissued are treated as a realised profit up to the amount of the purchase price of those shares
and is transferred to capital reserves. The excess of the sales proceeds over the purchase price is transferred to share premium.
Share purchase transactions are accounted for on a trade date basis. The nominal value of ordinary share capital repurchased and
cancelled is transferred out of called up share capital and into the capital redemption reserve. Where shares are repurchased and held
in treasury, the transfer to the capital redemption reserve is made if and when such shares are subsequently cancelled.
(n) Dividend distributions
Dividend distributions to shareholders are recognised in the period in which they are paid.
(o) Reserves
(i) Capital redemption reserve:
The capital redemption reserve, which is non-distributable, holds the amount by which the nominal value of the Company’s issued
share capital is diminished when shares redeemed or purchased out of the Company’s distributable reserves are subsequently
cancelled.
(ii) Share premium account:
A non-distributable reserve, represents the amount by which the fair value of the consideration received exceeds the nominal value of
shares issued.
(iii) Capital reserves:
When making a distribution to shareholders, the Directors determine profits available by reference to ‘Guidance realised and
distributable profits under the Companies Act 2006’ issued by the Institute of Chartered Accountants in England and Wales and the
Institute of Chartered Accountants of Scotland in April 2017. The availability of distributable reserves in the Company is dependent on
those dividends meeting the definition of qualifying consideration within the guidance and on available cash resources of the Company
and other accessible source of funds. The distributable reserves are therefore subject to any future restrictions or limitations at the
time such distribution is made.
The following are accounted for in this reserve and are distributable:
• Gains and losses on the realisation of investments;
• Realised investment holding gains and losses;
• Foreign exchange gains and losses;
• Performance fee;
• Reissue of ordinary shares from treasury;
• Repurchase of ordinary shares in issue; and
• Dividends paid to shareholders.
Note: Unrealised unquoted holding gains are not distributable.
(iv) Revenue reserve:
Comprises accumulated undistributed revenue profits and losses.
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(p) New and revised accounting standards
There were no new IFRSs or amendments to IFRSs applicable to the current year which had any significant impact on the Company’s
financial statements.
i) The following new or amended standards became effective for the current annual reporting period and the adoption of the
standards and interpretations have not had a material impact on the financial statements of the Company.
Standards and Interpretations
Effective for periods commencing on
or after
Amendments to IAS 1 Presentation of
Financial Statements
• Non-current liabilities with Covenants
• Deferral of Effective Date Amendment
(published 15 July 2020)
• Classification of Liabilities as Current
or Non-Current (Amendments to IAS 1)
(publicised 23 January 2020)
The amendments clarify that only
covenants with which an entity must
comply on or before the reporting date
will affect a liability’s classification as
current or non-current and the disclosure
requirement in the financial statements
for the risk that non-current liabilities with
covenant could become repayable within
twelve months.
1 January 2024
Supplier Finance Arrangements
(Amendments to IAS 7 and IFRS 7)
The amendments address the disclosure
requirements to enhance the transparency
of supplier finance arrangements and
their effects on a company’s liabilities, cash
flows and exposure to liquidity risk.
1 January 2024
ii) At the date of authorisation of the Company’s financial statements, the following relevant standards that potentially impact the
Company are in issue but are not yet effective and have not been applied in the financial statements:
Standards and Interpretations
Effective for periods commencing on
or after
Lack of Exchangeability (Amendments to
IAS 21)
The amendments specify how to assess
whether a currency is exchangeable and
how to determine a spot exchange rate if
it is not.
1 January 2025
Annual Improvements to IFRS
Accounting Standards – Volume 11
The amendments clarify the requirements
for:
Hedge accounting by a first-time adopter
(IFRS 1 First-time Adoption of International
Financial Reporting Standards); Gain or
loss on derecognition (IFRS 7 Financial
Instruments: Disclosures); Transaction
price (IFRS 9 Financial Instruments);
Derecognition of lease liabilities (IFRS 9);
Determination of a ‘de facto agent’ (IFRS
10 Consolidated Financial Statements) and
Cost method (IAS 7 Statement of Cash
Flows).
1 January 2026
Amendments to IFRS 9 and IFRS 7 –
Amendments to the Classification and
Measurement of Financial Instruments
The amendments address two of
the issues identified during the post-
implementation review of IFRS 9, being
the derecognition of a financial liability
settled through electronic transfer and
the classification of financial assets, it also
introduces new and amended disclosure
requirements.
1 January 2026
The Directors expect that the adoption of the standards listed above will have either no impact or that any impact will not be material
on the financial statements of the Company in future periods.
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2. Gains on investments held at fair value through profit or loss
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Gains on sales of investments based on historic cost 14,686 11,923
Amounts recognised in investment holdings losses in the previous year in respect of investments sold in the year 3,486 12,199
Gains on sales of investments based on the carrying value at the previous Statement of Financial Position date 18,172 24,122
Net movement in investment holding gains (13,437) 17,498
Gains on investments held at fair value through profit or loss 4,735 41,620
Gains/(losses) attributable to:
Quoted investments 7,868 36,155
Unquoted investments (3,133) 5,465
4,735 41,620
3. Income
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Income from investments:
UK dividends 102 146
Overseas dividends 184 899
286 1,045
Other income:
Deposit interest 228 218
Total income 514 1,263
4. Management and performance fees
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Management fee (allocated to revenue) 1,638 1,297
Performance fees (allocated to capital) 2,665 904
The basis for calculating the investment management fee and any performance fees are set out in the Directors’ Report on pages 48
and 49.
Following the investments into the SV unquoted funds, the management fees are paid through the venture capital investments.
Venture capital fees paid through the investments in the SV unquoted funds in the year were £648,000 (2024: £691,000). The total
management fee on a comparative basis was £2,286,000 (2024: £1,988,000).
Refer to note 18, Transactions with the Manager and related party transactions on page 87, for further details.
Section 5: Financials
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5. Administrative expenses
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
General expenses 610 723
Directors’ fees* 183 218
Company secretarial and administration fees 100 111
Auditors’ remuneration for audit services
1
74 77
967 1,129
1
There are no non-audit services performed by the auditors during the year (2024: none).
*
A one off fee, amounting to £46,310 in total, was paid to the Directors following the completion of the change of Manager in November 2023 to compensate
the Directors for the considerable additional time associated with the transaction. Full details are provided in the Directors’ Remuneration Report.
6. Finance costs
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Interest on loan and overdraft 1,940 2,198
All finance costs are allocated 100% to revenue.
7. Taxation
(a) Analysis of tax charge for the year
For the year ended 31 August 2025 For the year ended 31 August 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Irrecoverable overseas tax 28 – 28 135 – 135
Taxation for the year 28 – 28 135 – 135
The Company has no corporation tax liability for the year ended 31 August 2025 (2024: the same).
(b) Factors affecting tax charge for the year
The tax assessed for the year ending 31 August 2025 is higher (2024: lower) than the Company’s applicable rate of corporation tax for
that year of 25% (2024: 25%).
The factors affecting the tax charge for the year are as follows:
For the year ended 31 August 2025 For the year ended 31 August 2024
Revenue
£’000
Capital
£’000
Total
£’000
Revenue
£’000
Capital
£’000
Total
£’000
Net (loss)/return before taxation (4,031) 2,889 (1,142) (3,361) 42,372 39,011
Net (loss)/return before taxation multiplied by the Company’s
applicable rate of corporation tax for the year of 25% (2024: 25%) (1,008) 722 (286) (840) 10,593 9,753
Effects of:
Revenue not chargeable to corporation tax (63) – (63) (261) – (261)
Tax exempt capital returns on investments – (1,143) (1,143) – (10,405) (10,405)
Non taxable exchange gains – (245) (245) – (414) (414)
Non taxable expenses not utilised in the year 1,071 666 1,737 1,101 226 1,327
Irrecoverable overseas tax 28 – 28 135 – 135
Taxation for the year 28 – 28 135 – 135
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(c) Deferred taxation
The Company has an unrecognised deferred tax asset of £23,062,000 (2024: £21,345,000) based on a main rate of corporation tax of
25% (2024: 25%). The main rate of corporation tax increased to 25% for fiscal years beginning on or after 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 financial statements.
Given the Company’s 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.
8. (Loss)/earnings
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Net revenue loss (4,059) (3,496)
Net capital profit 2,889 42,372
Total (loss)/profit (1,170) 38,876
Weighted average number of ordinary shares in issue during the year* 35,541,347 38,184,030
Revenue loss per share (pence) (11.42) (9.16)
Capital profit per share (pence) 8.13 110.97
Total (loss)/earnings per share (pence) (3.29) 101.81
*Excluding those ordinary shares held in treasury.
9. Dividends paid
(a) Dividends paid and declared
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
2025 First interim dividend paid of 15.56p per share (2024: 13.90p per share) 5,626 5,391
2025 Second interim dividend paid of 16.17p per share (2024: 14.50p per share) 5,570 5,377
Total dividends paid of 31.73p per share (2024: 28.40p per share) 11,196 10,768
Dividends are included in the financial statements in the year in which they are paid.
The Company is not required to pay a dividend under the requirements of Section 1158 CTA due to the negative accumulated balance
on its revenue reserve. The above dividends are paid out of the capital reserve.
10. Investments held at fair value through profit or loss
(a) Analysis of investments
At
31 August
2025
£’000
At
31 August
2024
£’000
Quoted overseas 247,853 270,883
247,853 270,883
Unquoted in the United Kingdom 9,898 8,813
Unquoted overseas 11,169 17,811
21,067 26,624
Valuation of investments 268,920 297,507
Section 5: Financials
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(b) Movements on investments
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
Opening book cost 277,196 311,290
Opening investment holdings gains/(losses) 20,311 (9,386)
Opening fair value 297,507 301,904
Analysis of transactions made during the year
Purchases at cost 576,780 349,648
Sales proceeds (610,102) (395,665)
Gains on investments held at fair value through profit or loss 4,735 41,620
Closing fair value 268,920 297,507
Closing book cost 258,560 277,196
Closing investment holding gains 10,360 20,311
Closing fair value 268,920 297,507
The Company received £610,102,000 (2024: £395,665,000) from disposals of investments in the year. The book cost of these
investments when they were purchased was £595,416,000 (2024: £383,742,000). 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.
The investment holding gains of £10,360,000 (2024: £20,311,000) have not been further analysed between those amounts that are
distributable and those that are not distributable.
The following transaction costs, mainly comprising brokerage commissions, were incurred during the year:
For the
year ended
31 August
2025
£’000
For the
year ended
31 August
2024
£’000
On acquisitions 228 146
On disposals 179 122
407 268
(c) Significant undertakings
The Company has interests of 3% or more of any class of capital in the following investee companies:
Class of
shares held
% of
class held
Country of
incorporation
TopiVert Series A 12.01% UK
TopiVert Series B 19.65% UK
The Company has a holding of 11.2% in the unquoted fund SV BCOF and 7.7% in the unquoted fund SV Fund VI which are both
managed by SV Health. These percentages are of the underlying fund share capital and not the NAV of the company.
The total invested in both funds to date is £37.3m (at cost). The investment is drawn not committed.
Arrangements are in place to ensure there is no double charging of management fees.
(d) Disposals of unquoted investments
There were no significant unquoted investment disposals during the year (2024: nil).
(e) Significant changes in fair values of unquoted investments
During the year under review the following unquoted investments were written (down/up) (adjusted for currency movements) by:
Write (down/up)
2025
£’000
Write (down/up)
2024
£’000
SV Fund VI* (4,788) (985)
SV BCOF* 1,086 3,233
* The movement in Fair Value (FV) loss was a combination of distributions from the above funds of £4.4 million (2024: £5.7million), capital contributions of
£3.5 million (2024: £3.0 million), and foreign currency and FV losses of £2.8 million (2024: £5.0 million),
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11. Receivables
At
31 August
2025
£’000
At
31 August
2024
£’000
Receivables
Dividends and interest receivable 49 109
Prepaid expenses 21 7
Tax recoverable 35 45
VAT recoverable 31 54
136 215
12. Cash and cash equivalents
Cash and cash equivalents include the following for the purposes of the Statement of Cash Flows:
At
31 August
2025
£’000
At
31 August
2024
£’000
Cash at bank 14,980 10,433
Cash and cash equivalents 14,980 10,433
13. Current liabilities
At
31 August
2025
£’000
At
31 August
2024
£’000
Payables
Bank loan 29,607 22,827
Securities purchased awaiting settlement 2,063 1,872
Accrued expenses 2,957 1,191
34,627 25,890
The Company arranged a £55 million secured credit facility revolving on a monthly basis with The Bank of Nova Scotia, effective from 16
November 2023 and amended and restated on 14 November 2024. Interest is payable at the aggregate of the compounded Risk Free
Rate (“RFR”) for the relevant currency and loan period, plus a margin. Amounts are normally drawn down on the facility for a one month
period, at the end of which it may be rolled over or adjusted. As at 31 August 2025, the Company had a drawndown amount $40.0
million (£29.6 million) (2024: $30.0 million or £22.8 million) which carries an interest of 5.44% per annum (2024: 6.5%). The revolving
credit facility is secured on all the Company’s assets (except for level 3 assets) and undertakings both present and future. The drawings
are subject to covenants and restrictions which are customary for a facility of this nature and all of these have been complied with.
14. Capital commitments – contingent assets and liabilities
The Company made a $30.0 million commitment to SV Fund VI in 2016. Of this $30.0 million commitment, the Company has further
commitments of $2.2 million as at 31 August 2025 (2024: $3.0 million). The outstanding capital commitments are callable by SV Fund VI
at any time.
While the fund will no longer make new investments, additional follow on investments are likely to be made by the fund into its investee
companies.
The Company has a commitment of $30.0 million to SV BCOF (2024: $30.0 million). The Company made no further commitments in
2025 (2024: nil). Of this commitment, the Company has further commitments of $18.3 million (including recallable distributions) as at
31 August 2025 (2024: $21.5 million).
Section 5: Financials
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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15. Share capital
2025
£’000
2024
£’000
Ordinary shares of 25p each, allotted, called-up and fully paid:
Opening balance of 36,834,910 (2024: 39,318,183) shares, excluding shares held in treasury 9,209 9,830
Repurchase of 3,107,419 (2024: 2,483,273) shares into treasury (777) (621)
Sub total of 33,727,491 (2024: 36,834,910) shares, excluding shares held in treasury 8,432 9,209
7,656,326 (2024: 4,548,907) shares held in treasury 1,914 1,137
Closing balance of 41,383,817 (2024: 41,383,817) shares 10,346 10,346
The ordinary shares rank pari passu, and each share carries one vote. The ordinary shares held in treasury have no voting rights and
are not entitled to dividends. The nominal value of each share is 25p.
During the year, the Company purchased 3,107,419 of its own shares, nominal value of £777,000 to hold in treasury for a total
consideration of £20,489,000 representing 7.5% of the shares outstanding at the beginning of the year (including shares held in
treasury). The reason for these shares purchases was to seek to manage the volatility of the share price discount to net asset value per
share.
16. Reserves
Capital reserves
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
At 1 September 2024 29,873 31,482 243,207 21,384 (54,027)
Gains on sales of investments based on the carrying value at the previous
Statement of Financial Position date – – 18,172 – –
Net movement in investment holding gains and losses – – – (13,437) –
Transfer on disposal of investments – – (3,486) 3,486 –
Realised exchange losses on cash and short-term deposits – – (161) – –
Exchange gains on foreign currency loan – – 347 633 –
Performance fees allocated to capital – – (2,665) – –
Share repurchases into treasury – – (20,490) – –
Dividend paid – – (11,196) – –
Net revenue loss for the year – – – – (4,059)
At 31 August 2025 29,873 31,482 223,728 12,066 (58,086)
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
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Capital reserves
Share
premium
1
£’000
Capital
redemption
reserve
1
£’000
Gains and
losses on
sales of
investments
2
£’000
Investment
holding
gains and
losses
3
£’000
Revenue
reserve
4
£’000
At 1 September 2023 29,873 31,482 258,533 (9,386) (50,531)
Gains on sales of investments based on the carrying value at the previous
Statement of Financial Position date – – 24,122 – –
Net movement in investment holding gains and losses – – – 17,498 –
Transfer on disposal of investments – – (12,199) 12,199 –
Realised exchange losses on cash and short-term deposits – – (247) – –
Exchange gains on foreign currency loan – – 830 1,073 –
Performance fees allocated to capital – – (904) – –
Share repurchases into treasury – – (16,160) – –
Dividend paid – – (10,768) – –
Net revenue loss for the year – – – – (3,496)
At 31 August 2024 29,873 31,482 243,207 21,384 (54,027)
1
These reserves are not distributable.
2
These are realised (distributable) capital reserves which may be used to repurchase the Company’s own shares or distributed as dividends.
3
This reserve comprises holding gains on liquid investments (which may be deemed to be realised) and other amounts which are unrealised. An analysis has
not been made between those amounts that are realised (and may be distributed as dividends or used to repurchase the Company’s own shares) and those
that are unrealised.
4
The revenue reserve may be distributed as dividends or used to repurchase the Company’s own shares (subject to being a positive balance). A negative
revenue reserve will reduce any distributable reserves available in the capital reserve.
1
7. Net asset value per share
At
31 August
2025
£’000
At
31 August
2024
£’000
Net assets attributable to shareholders (£'000) 249,409 282,265
Shares in issue at year-end 33,727,491 36,834,910
Net asset value per share (pence) 739.48 766.30
18. Transactions with the Manager and related party transactions
(a) Transactions with the AIFM/Investment Manager
With effect from 20 November 2023, Schroder Unit Trusts Limited (“SUTL”) has been appointed as the Company’s AIFM. SUTL agreed to
waive its management fee for the first six months from 20 November 2023, after which the management fee payable by the Company
on its quoted portfolio will be 0.7% per annum. Please see note 21 for details on the new terms of the management fee post year end.
Details of the management and performance fee agreements are given in the Directors’ Report on pages 48 and 49. The management
fee payable in respect of the year amounted to £2,286,000 (2024: £1,988,000), which includes £648,000 (2024: £691,000) paid to SV
Health for the Company’s investment into the SV unquoted funds. As at year-end, £137,000 was outstanding to SUTL (2024: £308,000).
Fees paid to the investment manager/adviser:
2025
£’000
2024
£’000
Management fee paid by the Company directly to SUTL 1,638 498**
Management fee paid through unquoted funds to SV Health – 154
Adviser fee paid through unquoted funds to SV Health 648 537
Management fee paid by the Company directly to SV Health Managers LLP – 799*
Accounting and administration fee payable by the Company directly to SUTL 100 78
Total 2,386 2,066
* Includes a termination fee of £289,439 paid to SV Health.
** Reflects SUTL agreed waiver of six months management fees from 20 November 2023 to 20 May 2024 under the terms of the new AIFM agreement.
Performance fees of £2,665,000 were payable for the year ended 31 August 2025 (2024: £904,000). Of the £2,665,000 payable,
£299,000 was outstanding to SV Health and £2,366,000 was outstanding to SUTL at the year end. Please refer to note 21 for details of
the new terms under which a quoted performance fee is payable, including the related party opinion provided by Deutsche Numis, the
Company’s corporate broker.
Section 5: Financials
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Job No: 101397 Proof Event: 23 Black Line Level: 6 Park Communications Ltd Alpine Way London E6 6LA
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Under the terms of the AIFM agreement, SUTL is entitled to receive an annual fee of £100,000 in respect of the accounting and
administration services it provides to the Company. The administration fee payable in respect of the period under SUTL was £100,000
of which £8,000 was outstanding at the year end.
SV Health will continue to provide ongoing investment management assistance to the Company in respect of the exited investments
with contingent milestones, the exited investments in liquidation and the directly held unquoted investments in consideration for
payment of a performance fee on the same terms as previously set out in the Directors’ Report on page 41 of the Annual Report for the
year ended 31 August 2023.
(b) Related party transactions
The Directors of the Company are key management personnel. The total remuneration payable to Directors in respect of the year
ended 31 August 2025 was £183,500 (2024: £218,000) of which £29,000 (2024: £27,000) was outstanding at the year end. 2024
includes a one off fee of £46,310 for the additional work in relation to the change of AIFM. Please refer to note 21 for details of a new
post year end related party transaction with Schroders Capital.
19. Financial instruments
Risk management policies and procedures
The Company’s financial assets and liabilities, in addition to short-term debtors and creditors and cash, comprise financial instruments
which include investments in equity.
The holding of securities, investment activities and associated financing undertaken pursuant to the investment policy involve certain
inherent risks. Events may occur that would result in either a reduction in the Company’s net assets or a reduction of the total return.
The main risks arising from the Company’s pursuit of its investment objective are those that affect stock market levels: market risk,
credit risk and liquidity risk. In addition, there are specific risks inherent in investing in the biotechnology sector. The Board reviews and
agrees policies for managing these risks, as summarised below. These policies have remained substantially unchanged throughout the
current and preceding year. In assessing any changes to these risks, the Board considered changes in the economic and geopolitical
climate, including the resurgence of the conflict in the Middle East; the continuing war in Ukraine and the increasingly tense relations
between the US and China, and noted that it did not have a significant impact on the risk management policies for the year end
31 August 2025.
19.1 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 – price risk, currency risk and interest rate risk. The Portfolio Managers assesses the
exposure to market risk when making each investment decision, and monitor the overall level of market risk on the whole of the
investment portfolio on an ongoing basis.
(a) Price risk
The Company is an investment company and as such its performance is dependent on the valuation of its investments. A breakdown
of the investment portfolio is given on pages 21 and 23. Market price risk arises mainly from uncertainty about future prices of the
financial instruments held.
Management of the risk
The Board regularly considers the asset allocation of the portfolio as part of the process of managing the risks associated with the
biotechnology sector, described in greater detail in the section on specific risk (note 19.4), whilst continuing to follow the investment
objective. It is not the Company’s current policy to use derivative instruments to hedge the investment portfolio against market price
risk.
Price risk exposure
At the year end, the Company’s assets exposed to market price risk were as follows:
At
31 August
2025
£’000
At
31 August
2024
£’000
Non-current asset investments at fair value through profit or loss 268,920 297,507
Total 268,920 297,507
The level of assets exposed to market price risk decreased by approximately 9.6% (2024: 1.5%) during the year, through a combination
of acquisitions and disposal of investments and changes in fair values.
Concentration of exposure to price risk
The Company currently holds investments in 84 (2024: 83) companies (excluding those valued at nil), in a mixture of quoted and
unquoted investments in a variety of countries, which significantly spreads the risk of individual investments performing poorly and
reduces the concentration of exposure.
This includes the Company’s investment into SV Fund VI and SV BCOF as two unquoted holdings. However, SV Fund VI and SV BCOF
have 13 and 13 companies, respectively, in their own portfolios. The classification of investments by sector is provided within the
Investment Portfolio section of the report.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
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Price risk sensitivity
The following table illustrates the sensitivity of the profit for the year and the equity to an increase or decrease of 10% (2024: 10%) in
the fair values of the Company’s investments. The Board believes that a 10% (2024: 10%) movement is sufficient to provide a reasonable
range that could have affected the investment valuations at the year end. This level of change is considered to be reasonably possible
based on observation of current market conditions and based on the average total share price percentage return over the last five
years on the ‘Ten-Year Financial Record’ page.
The sensitivity analysis is based on the Company’s investments at each Statement of Financial Position date, with all other variables held
constant.
31 August 2025 31 August 2024
Increase
in fair value
£’000
Decrease
in fair value
£’000
Increase
in fair value
£’000
Decrease
in fair value
£’000
Company:
Effect on net revenue return (188) 188 (208) 208
Effect on net capital return 26,892 (26,892) 29,751 (29,751)
Effect on total net return and net assets 26,704 (26,704) 29,543 (29,543)
(b) Currency risk
The financial statements of the Company are denominated in sterling. However, the majority of the Company’s assets and the total
return are denominated in US dollars, accordingly the total return and capital value of the Company’s investments can be significantly
affected by movements in foreign exchange rates. It is not the Company’s policy to hedge against foreign currency movement.
Management of the risk
The Manager monitors the Company’s exposure to foreign currencies on a daily basis, and reports to the Board on a regular basis.
Foreign currency exposure
The fair values of the Company’s monetary items that have foreign currency exposure at 31 August 2025 are shown below. Where the
Company’s equity investments (which are not monetary items) are priced in a foreign currency, they have been included separately in
the analysis so as to show the overall level of exposure.
Monetary assets/(liabilities)
At
31 August
2025
£’000
At
31 August
2024
£’000
Cash and cash equivalents:
US dollars 14,138 7,009
Short term receivables:
US dollars 65 109
Danish krone 4 13
Short term payables:
US dollars (31,316) (24,716)
Foreign currency exposure on net monetary items (17,109) (17,585)
Non-current asset investments held at fair value
US dollars 268,539 291,948
Euros – 5,178
Total net foreign currency exposure 251,430 279,541
At the year end, approximately 100.8% (2024: 99.0%) of the Company’s net assets were denominated in currencies other than sterling,
reflecting a small overall net sterling liability at year end, compared with a small net sterling asset balance at the end of 2024. This level
of exposure is broadly representative of the levels throughout the year.
Foreign currency sensitivity
The Company measures foreign currency sensitivity by calculating the standard deviation of rates throughout the financial year. On this
basis sterling strengthened by 2.8% against the US dollar and weakened by 2.8% against the Euro, 2.7% against the Danish krone, 3.2%
against the Swiss franc and by 5.0% against Swedish krona (2024: strengthened 3.7%, 1.7%, 1.8% and weakened by 0.4% and 3.0%
respectively). Given the movements over the last two years, a change of 10% or even more is possible.
Section 5: Financials
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The following table illustrates the sensitivity of the profit after taxation for the year and the equity in regard to the Company’s financial
assets and financial liabilities, assuming a 10% (2024: 10%) change in exchange rates.
If sterling had weakened by 10% against the exposure currencies, with all other variables held constant, this would have affected
Company net assets and net profit for the year attributable to equity shareholders as follows:
At
31 August
2025
£’000
At
31 August
2024
£’000
US dollars 25,143 27,435
Euros – 518
Danish krone – 1
25,143 27,954
If sterling had strengthened by 10% against the exposure currencies, with all other variables held constant, this would have affected
Company net assets and net profit after taxation attributable to equity shareholders as follows:
At
31 August
2025
£’000
At
31 August
2024
£’000
US dollars (25,143) (27,435)
Euros – (518)
Danish krone – (1)
(25,143) (27,954)
In the opinion of the Directors, the above sensitivity analyses are not necessarily representative of the year as a whole, since the level of
exposure changes as part of the currency risk management process used to meet the Company’s objectives.
(c) Interest rate risk
The Company will be affected by interest rate changes as it holds interest-bearing financial assets and liabilities. Interest rate changes
will also have an impact on the valuation of investments, although this forms part of price risk, which is considered separately above.
Management of the risk
Interest rate risk is limited by the Company’s financial structure with operations mainly financed through the share capital, share
premium and retained reserves. The majority of the Company’s financial assets are, under normal circumstances, equity shares and
other investments which neither pay interest nor have a stated maturity date. Liquidity and loan facilities are managed with the aim of
increasing returns for shareholders.
In the normal course of business, the Company’s policy is to be fully invested and, other than as arising from the timing of investment
transactions, the cash holding is kept to a minimum.
It is not the Company’s policy to use derivative instruments to mitigate interest rate risk, as the Board believes that the effectiveness of
such instruments does not justify the costs involved.
Interest rate exposure
The exposure of financial assets and financial liabilities to floating rates, giving cash flow interest risk when rates are re-set, is shown
below:
At
31 August
2025
£’000
At
31 August
2024
£’000
Exposure to floating interest rates:
Cash and cash equivalents 14,980 10,433
Other payables: drawings on credit facility (29,607) (22,827)
Total exposure (14,627) (12,394)
The above year end amounts are not representative of the exposure to interest rates during the year as the level of cash balances and
drawings on the secured credit facility have fluctuated. The maximum and minimum net interest rate exposure during the year has
been as follows:
At
31 August
2025
£’000
At
31 August
2024
£’000
Maximum interest rate exposure during the year – net debt (34,762) (34,101)
Minimum/maximum interest rate exposure during the year – net (debt)/cash (6,874) 117
International Biotechnology Trust plc Annual Report and Financial Statements 2025
Section 5: Financials
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Interest rate sensitivity
The following table illustrates the sensitivity of the return after taxation for the year and net assets to a 3.0% (2024: 3.0%) 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 held at the Statement of Financial Position date with all other variables held constant.
The sensitivity analysis is based on the Company’s monetary financial instruments held at each Statement of Financial Position date,
with all other variables held constant.
31 August 2025 31 August 2024
3%
increase
in rate
£’000
3%
decrease
in rate
£’000
3%
increase
in rate
£’000
3%
decrease
in rate
£’000
Effect on net revenue return (439) 439 (372) 372
Effect on net capital return – – – –
Effect on total net return (439) 439 (372) 372
In the opinion of the Directors, this sensitivity analysis may not be representative of the Company’s future exposure to interest rate
changes due to fluctuations in the level of cash balances and drawings on the secured credit facility.
(d) Loss of investor appetite
Loss of investor appetite risk is the risk that there will be a loss of investor appetite for investing in the sector as a result of political
conditions, including FDA and FTC policy, or declining interest in IPOs.
Management of the risk
Loss of investor appetite risk is mitigated as the Portfolio Managers update the Board monthly and at each scheduled Board meeting
on issues pertinent to the portfolio and the biotechnology sector generally, including expected future drivers.
Loss of investor appetite risk exposure
At an investment trust that invests in the biotechnology sector, the Company has a moderate loss of investor appetite risk exposure.
19.2 Credit risk
Credit risk is the exposure to loss from failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments.
Additionally, the Company has funds on deposit with banks or in money market funds. HSBC Bank plc was the custodian of the
Company’s assets prior to 3 October 2025. The Company’s investments are held in accounts which are segregated from the custodian’s
own trading assets.
If the custodian were to be become insolvent, the Company’s right of ownership is clear and they are therefore protected. However
cash balances deposited with the custodian may be at risk in this instance, as the Company would rank alongside other creditors.
Management of the risk
During the year the Company bought and sold investments only through brokers which had been approved by the Manager as
acceptable counterparties. In addition, limits are set as to the maximum exposure to any individual broker that may exist at any time.
These limits are reviewed regularly.
Cash balances will only be deposited with reputable banks with high quality credit ratings.
At
31 August
2025
£’000
At
31 August
2024
£’000
Accrued income 49 109
Cash at bank 14,980 10,433
15,029 10,542
All of the above financial assets are current, their fair values are considered to be the same as the values shown and the likelihood of a
material credit default is considered to be low.
None of the Company’s financial assets are past due or impaired.
19.3 Liquidity risk
Liquidity risk is the possibility of failure of the Company to realise sufficient assets to meet its financial liabilities.
Management of the risk
Liquidity and cash flow risk are mitigated as the Portfolio Managers aim to hold sufficient Company assets in the form of readily
realisable securities which can be sold to meet funding commitments as necessary. In addition, the Company has a secured credit
facility with The Bank of Novia Scotia, London branch, of £55.0 million (2024: same).
It should be noted, however, that investments in unquoted securities will not be readily realisable. Furthermore, even where the
Company holds an investment in quoted securities, the Company may be restricted in its ability to trade that investment either
Section 5: Financials
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because the investment becomes subject to restrictions when the company concerned becomes publicly quoted or, at certain times,
as a consequence of the Company being privy to confidential price sensitive information as a result of the Portfolio Managers’ active
involvement in that company.
Liquidity risk exposure
As an investment trust, the Company has limited liquidity risk. In any event, the Company estimates it could liquidate 91% (2024: 87%)
of the portfolio within five days if required. A summary of the Company’s financial liabilities is provide in sub-note 19.6.
19.4 Sector specific risk
As well as the general risk factors outlined above, investing in the biotechnology sector carries some particular risks:
(a) the stock prices of publicly quoted biotechnology companies have been characterised by periods of high volatility;
(b) a significant proportion of the Company’s investments will be in companies whose securities are not publicly traded or freely
marketable and may, therefore, be difficult to realise. In addition, there are inherent difficulties in valuing unquoted investments and
the realisations from sales of investments could be less than their carrying value;
(c) biotechnology companies typically have a limited product range and those products may be subject to extensive government
regulation. Obtaining necessary approval for new products can be a lengthy process, which is expensive and uncertain as to
outcome;
(d) technological advances can render existing biotechnology products obsolete;
(e) intense competition exists in certain product areas in relation to obtaining and sustaining proprietary technology protection and the
complex nature of the technologies involved can lead to patent disputes;
(f) c ertain biotechnology companies may be exposed to potential product liability risks, particularly in relation to the testing,
manufacturing and sales of healthcare products;
(g) biotechnology companies spend a considerable proportion of their resources on R&D, which may be commercially unproductive or
require the injection of further funds to exploit the results of their work; and
(h) the growing cost of providing healthcare has placed financial strains on governments, insurers, employers and individuals, all of
whom are searching for ways to reduce costs. As a result, certain areas may be affected by price controls and reimbursement
limitations.
19.5 Fair values of financial assets and financial liabilities
All financial assets and liabilities are either carried in the Statement of Financial Position at fair value or the Statement of Financial
Position amount is a reasonable approximation of fair value. The fair value of quoted shares and securities is based on the bid price or
last traded price, depending on the convention of the exchange on which the investment is quoted.
Unquoted investments are valued in accordance with IPEVC Guidelines. The methods commonly used to value unquoted securities are
stated in accounting policy 1(f).
19.6 Summary of financial assets and financial liabilities by category
The carrying amounts of the Company’s financial assets and financial liabilities as recognised at the Statement of Financial Position date
of the reporting periods under review are categorised as follows:
Financial assets
At
31 August
2025
£’000
At
31 August
2024
£’000
Financial assets at fair value through profit or loss:
Non-current asset investments – designated as such on initial recognition 268,920 297,507
Cash and receivables:
Current assets:
Receivables 136 215
Cash at bank 14,980 10,433
15,116 10,648
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Section 5: Financials
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Financial liabilities
At
31 August
2025
£’000
At
31 August
2024
£’000
Measured at amortised cost
Creditors: amounts falling due within one month:
Purchases awaiting settlement 2,063 1,872
Bank loan 29,607 22,827
Accruals 2,957 1,191
34,627 25,890
Note: Amortised cost is the same as the carrying value shown above.
19.7 Disclosures regarding financial instruments measured at fair value
The Company’s portfolio of investments, which may comprise investments in quoted equities and unquoted holdings, are carried in the
Statement of Financial Position at fair value. Other financial instruments held by the Company may comprise amounts due to or from
brokers, dividends and interest receivable, accruals, cash at bank and drawings on the secured credit facility.
For these instruments, the Statement of Financial Position amount is a reasonable approximation of fair value.
The investments are categorised into a hierarchy comprising the following three levels:
Level 1 – valued using quoted prices in active markets.
Level 2 – valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1.
Level 3 – valued by reference to valuation techniques using inputs that are not based on observable market data.
Categorisation within the hierarchy has been determined on the basis of the lowest level of input that is significant to the fair value
measurement of the relevant asset.
Details of the valuation techniques used by the Company are given in the accounting policies noted on page 77.
(i) Financial assets at fair value through profit and loss
31 August 2025
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Equity investments 268,920 247,853 – 21,067
Total 268,920 247,853 – 21,067
31 August 2024
Total
£’000
Level 1
£’000
Level 2
£’000
Level 3
£’000
Equity investments 297,507 270,883 – 26,624
Total 297,507 270,883 – 26,624
There were no transfers between levels 1, 2 or 3 during the period (2024: same). A reconciliation of fair value measurements in Level 3
is set out below.
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(ii) Level 3 investments at fair value through profit or loss
2025
£’000
2024
£’000
Opening valuation 26,624 25,262
Capital contributions 3,513 2,995
Distributions (5,937) (7,098)
Total gains/(losses) included in the Statement of Comprehensive Income
On assets realised 4,035 (5,701)*
On assets held at the year end (7,168) 11,166*
Closing valuation 21,067 26,624
* The prior year gains and losses on assets realised and on assets held at year end have been reallocated as a result of subsequent information received from
the previous custodian post migration in 2023.
(iii) Level 3 investments at fair value through profit and loss – price risk sensitivity
Investments are reported at their fair values. A full list of the Company’s investments is given on pages 21 to 23. As at 31 August 2025,
99.4% of the Company’s net asset value is invested in level 1 investments and 8.45% in level 3 investments.
The fair value of level 3 investments is influenced by the estimates, assumptions and judgements made in the valuation process. A
sensitivity analysis is provided below which recognises that the valuation methodologies used involve different levels of subjectivity in
their inputs in respect of unquoted investments (excluding investments in the SV unquoted funds). The SV unquoted funds do not have
significant observable inputs used in the determination of their fair value, as described in note 1 (f). No key estimates or assumptions
have been applied to the valuation of SV Fund VI and SV BCOF between date of the last quarterly report received and 31 August 2025.
31 August 2025*
Effect of reasonably possible
alternative assumptions
Valuation techniques**
Fair value
£’000
Significant
unobservable inputs**
Favourable
impacts
£’000
Unfavourable
impacts
£’000
Discounted future cash flows 2,486*** Probability estimate of royalty income 257 (256)
Discount rate 88 (83)
Present value of future milestone payments 350 Probability estimate of milestone achievement 35 (35)
Discount rate 2 (2)
Calibration price of a similar investment 341 Calibration price of a similar investment 34 (34)
3,177 417 (410)
Net asset value 40 No significant judgements applied – –
3,217 417 (410)
31 August 2024*
Effect of reasonably possible
alternative assumptions
Valuation techniques**
Fair value
£’000
Significant
unobservable inputs**
Favourable
impacts
£’000
Unfavourable
impacts
£’000
Discounted future cash flows 4,382*** Probability estimate of royalty income 438 (438)
Discount rate 157 (148)
Present value of future milestone payments 309 Probability estimate of milestone achievement 31 (31)
Discount rate 4 (4)
Calibration price of recent investment 341 Calibration price of recent investment 34 (34)
5,032 664 (655)
Net asset value 40 No significant judgements applied – –
5,072 664 (655)
* Investments in the table above have been valued by the adviser for the unquoted portfolio.
** Excludes investments in the SV unquoted funds.
*** Ikano Therapeutics. There is uncertainty surrounding an on-going lawsuit with CIPLA. The model has been adjusted to account for this uncertainty and now
encompasses a probability weighted expected return method (PWERM) to consider the uncertainty of the law-suit ruling. A 33% chance that loss of exclusivity
takes effect in 2026, 2027 and 2028 has been used to assess the valuation of Ikano as at 31 August 2025.
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Significant unobservable inputs
The significant unobservable inputs applicable to each type of valuation technique will vary dependent on the particular circumstances
of each unquoted company valuation. An explanation of each of the significant unobservable inputs is provided below and includes an
indication of the range in value for each input, where relevant. The assumptions made in the production of the inputs are described in
note 1(f) on page 77.
Probability estimate of royalty income
The probability estimate of royalty income is a key variable input in the discounted future cash flow valuation technique used by the
adviser and further probability adjusted at 80% (2024: 80%) of the calculated net present value.
Its represents the potential commercial uptake risk, competitor risk and uncertainty around drug pricing. To factor in the uncertainty
surrounding the probability estimate of royalty income, the input has been stressed by a factor of +/- 10%. Management is comfortable
with the adviser assessment that the largest differential in the flux of the valuations would be 10%.
Probability estimate of milestone achievement
The probability estimate of milestone achievement is a key variable input in the present value of future milestone payments valuation
technique used by the adviser and represents the potential risk that commercial milestones are achieved/not achieved in accordance
with the estimated timeline. To factor in the uncertainty surrounding the probability estimate of milestone achievement, the input has
been stressed by a factor of +/- 10%. Management is comfortable with the adviser’s assessment that the largest differential in the flux
of the valuations would be 10%.
Discount rate
The application of a risk adjusted discount rate (14% for Ikano Therapeutics (2024: 13.5%)) has been applied by the adviser to
discounted future cash flow and present value of future milestone payments valuation techniques. The discount rate takes into account
the macro market risk and the liquidity premium. To factor in the uncertainty surrounding the discount rate, the input has been
stressed by +/- 2%. Management is comfortable with the adviser’s assessment that the largest differential in the flux of the valuations
would be 2%.
Calibration price of similar/recent investment
The fair values of the underlying investments are based on the calibration price but remain unadjusted from the recent price of the
investment. To factor in the uncertainty surrounding the selection of calibration price, the fair value of the investment at the reporting
date has been stressed by +/- 10%.
19.8 Capital management policies and procedures
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding year.
The Company’s debt and capital structure comprises the following:
At
31 August
2025
£’000
At
31 August
2024
£’000
Debt
Bank loan 29,607 22,827
Total debt 29,607 22,827
Equity
Share capital 10,346 10,346
Reserves 239,063 271,919
Total equity 249,409 282,265
Total debt and equity 279,016 305,092
The Company’s capital management objectives are to ensure that it will continue as a going concern and to maximise total return to its
equity shareholders through an appropriate level of gearing.
The Board’s policy is to limit gearing to 30%. Gearing for this purpose is defined as borrowings used for investment purposes, less cash,
expressed as a percentage of net assets.
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At
31 August
2025
£’000
At
31 August
2024
£’000
Borrowings used for investment purposes, including cash 14,627 12,394
Net assets 249,409 282,265
Gearing 5.9% 4.4%
The Board, with the assistance of the Manager, monitors and reviews the broad structure of the Company’s capital on an ongoing basis.
This review includes:
(i) the planned level of gearing, which takes into account the Manager’s view of the market;
(ii) the need to buyback the Company’s own shares for cancellation or to hold in treasury, which takes into account the share price
discount;
(iii) the opportunities for issue of new shares or to reissue shares from treasury; and
(iv) the amount of dividend to be paid, in excess of that which is required to be distributed.
20. Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker.
The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments,
has been identified as the Board.
The Board is of the opinion that the Company is engaged in a single segment of business, namely the investment in biotechnology
and other life sciences companies in accordance with the Company’s investment objective, and consequently no segmental analysis is
provided.
21. Post Statement of Financial Position events
After the year end and up to 4 November 2025, 1,351,308 ordinary shares were bought back to be held in treasury. Following the
buybacks, the total number of shares in issue was 41,383,817 of which 9,007,634 were held in treasury.
On 4 November 2025, the Company signed a deed of amendment and restatement and an amended and restated AIFM agreement
to amend the basis under which a quoted performance fee is payable. The quoted performance fee will now only be payable when a
positive total NAV per share return has been achieved. This is defined as the movement in the NAV per share, adjusted to include the
sum of any dividends paid in addition to the Company’s NAV capital return over the relevant calculation period. If a positive total NAV
per share return is not achieved, payment of the performance fee will be deferred until the next calculation period in which such a
return is achieved.
Effective 1 September 2025, the management fee has decreased from 0.70% per annum to 0.65% per annum on the Company’s
quoted portfolio.
On 30 September 2025, the Company entered into an agreement with Schroders Capital (a related party to the Company) to
establish a partnership (the “Partnership”) through which the Company intends over time to invest in further unquoted biotechnology
opportunities. The Company has made an initial commitment to the Partnership of £10 million. Under the Partnership agreement,
Schroders Capital is entitled to a management fee of 0.90% per annum based on the asset value of the Company’s investment in the
Partnership, with a minimum of £60,000 payable per annum for the first three years, as well as £25,000 per annum for administration
costs, with aggregate fees due to Schroders Capital in any one year being capped at 0.25% of the Company’s net asset value.
The Manager and Schroders Capital are related parties of the Company under UKLR 11.5.3. The amendment to the basis on which the
performance fee is payable constitutes a relevant related party transaction under UKLR 11.5.4R(1). The Board, having been so advised
by Deutsche Numis, considers this amendment to be fair and reasonable as far as shareholders are concerned. In providing its advice,
Deutsche Numis has taken into account the Board’s commercial assessment of the relevant related party transaction. In assessing the
Company’s obligations under the UK Listing Rules, the Company has as required by UKLR 11.5.4R(2), assessed the materiality of the
management fee reduction and new partnership agreement with Schroders Capital which are also relevant related party transactions.
The depository, administration and custody services of the Company transitioned from HSBC Bank plc to J.P. Morgan Europe Limited
and JPMorgan Chase Bank, N.A., London Branch, effective 3 October 2025.
No other significant events occurred after the end of the reporting period to the date of this Report require disclosure.
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Section 6: Other Information (Unaudited)
Annual General Meeting – Recommendations 100
Notice of Annual General Meeting 101
Explanatory Notes to the Notice of Meeting 103
Alternative Performance Measures and Glossary 105
Information about the Company 107
999999
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Annual General Meeting – Recommendations
The Annual General Meeting (AGM) of the Company will be held
on Friday, 12 December 2025 at 12.00 noon. The formal Notice of
Meeting is set out on page 101.
The following information is important and requires your
immediate attention. If you are in any doubt about the action you
should take, you should consult an independent financial adviser,
authorised under the Financial Services and Markets Act 2000.
If you have sold or transferred all of your ordinary shares in the
Company, please forward this document with its accompanying
form of proxy at once to the purchaser or transferee, or to the
stockbroker, bank or other agent through whom the sale or
transfer was effected, for onward transmission to the purchaser
or transferee.
Ordinary business
Resolutions 1 to 12 are all ordinary resolutions. Resolution 1
is a required resolution. Resolution 2 invites shareholders to
approve the Company’s dividend policy. Resolution 3 concerns the
Directors’ Remuneration Report, on pages 59 to 62.
Resolutions 4 to 8 invite shareholders to elect, or re-elect each of
the Directors for another year, following the recommendations
of the Nomination Committee, set out on pages 57 and 58
(the Directors’ biographies are set out on pages 46 and 47).
Resolutions 9 and 10 concern the appointment and remuneration
of Johnston Carmichael LLP, discussed in the Audit Committee
Report on pages 52 to 55.
Special business
Resolution 11 – continuation (ordinary resolution)
In accordance with the Company’s Articles of Association,
the Directors are required to put forward a proposal for the
continuation of the Company every other year. The Board
considers that the long-term investment objectives of the
Company remain appropriate and that the current Manager has
delivered superior returns over the last two years and remains
well placed to continue to do so over the long-term. An ordinary
resolution has therefore been proposed at the AGM to agree that
the Company should continue as an investment trust for a further
two-year period.
Resolution 12 – Directors’ authority to allot shares (ordinary
resolution) and resolution 13 – power to disapply pre-
emption rights (special resolution)
The Directors are seeking authority to allot a limited number of
unissued ordinary shares for cash without first offering them to
existing shareholders in accordance with statutory pre-emption
procedures.
Appropriate resolutions will be proposed at the forthcoming AGM
and are set out in full in the Notice of AGM. An ordinary resolution
will be proposed to authorise the Directors to allot shares up to a
maximum aggregate nominal amount of £809,404 (being 10% of
the issued share capital (excluding any shares held in treasury) as
at 4 November 2025).
A special resolution will be proposed to authorise the Directors
to allot shares up to a maximum aggregate nominal amount of
£809,404 (being 10% of the issued share capital as at 4 November
2025) on a non pre-emptive basis. This authority includes shares
that the Company sells or transfers that have been held in
treasury. The Directors do not intend to allot ordinary shares or
sell treasury shares, on a non-pre-emptive basis, pursuant to this
authority other than to take advantage of opportunities in the
market as they arise and only if they believe it to be advantageous
to the Company as a whole. Shares issued or treasury shares
reissued, under this authority, will be at a price that is equal to or
greater than the Company’s NAV per share, plus any applicable
costs, as at the latest practicable date before the allotment of
such shares.
If approved, both of these authorities will expire at the conclusion
of the AGM in 2026 unless renewed, varied or revoked earlier.
Resolution 14 – authority to make market purchases of the
Company’s own shares (special resolution)
At the AGM held on 9 December 2024, the Company was granted
authority to make market purchases of up to 5,463,602 ordinary
shares of 25p each for cancellation or holding in treasury.
3,902,123 shares have been bought back under this authority
and the Company therefore has remaining authority to purchase
up to 1,561,479 ordinary shares. This authority will expire at the
forthcoming AGM.
The Directors believe it is in the best interests of the Company
and its shareholders to have a general authority for the Company
to buy back its ordinary shares in the market as they keep under
review the share price discount to NAV. A special resolution will be
proposed at the forthcoming AGM to give the Company authority
to make market purchases of up to 14.99% of the ordinary shares
in issue as at 4 November 2025 (excluding treasury shares). The
Directors will exercise this authority to buy back shares only when
the share price is at a discount to the Company’s NAV and only if
the Directors consider that any purchase would be for the benefit
of the Company and its shareholders, taking into account relevant
factors and circumstances at the time. Any shares so purchased
would be cancelled or held in treasury for potential reissue.
If renewed, this authority will lapse at the conclusion of the AGM
in 2026 unless renewed, varied or revoked earlier.
Resolution 15 – notice period for general meetings (special
resolution)
Resolution 15 set out in the Notice of AGM is a special resolution
and will, if passed, allow the Company to hold general meetings
(other than Annual General Meetings) on a minimum notice
period of 14 clear days, rather than 21 clear days as required by
the Companies Act 2006. The approval will be effective until the
Company’s next AGM to be held in 2026. The Directors will only
call general meetings on 14 clear days notice when they consider
it to be in the best interests of the Company’s shareholders and
will only do so if the Company offers facilities for all shareholders
to vote by electronic means and when the matter needs to be
dealt with expediently.
Recommendations
The Board considers that the resolutions relating to the above
items of business are in the best interests of shareholders as
a whole. Accordingly, the Board unanimously recommends to
shareholders that they vote in favour of the resolutions to be
proposed at the forthcoming AGM, as they intend to do in respect
of their own beneficial holdings.
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Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting
of International Biotechnology Trust plc will be held on
12 December 2025 at 12.00 noon at 1 London Wall Place,
London, EC2Y 5AU, to consider and, if thought fit, to pass the
following resolutions:
Ordinary Business
To consider, and if thought fit, to pass the following resolutions
1 to 12 as ordinary resolutions of the Company:
Ordinary resolutions
1. To receive the Directors’ Report and the audited financial
statements for the year ended 31 August 2025.
2. To approve the Company’s dividend policy of making dividend
payments, equivalent to 4% of the Company’s NAV as at the
last day of the Company’s preceding financial year, through
two equal semi-annual distributions.
3. To approve the Directors’ Remuneration Report for the year
ended 31 August 2025.
4. To elect Alexa Henderson as a Director of the Company.
5. To re-elect Gillian Elcock as a Director of the Company.
6. To re-elect Kate Cornish-Bowden as a Director of the
Company.
7. To re-elect Patrick Magee as a Director of the Company.
8. To re-elect Patrick Maxwell as a Director of the Company.
9. To appoint Johnston Carmichael LLP as auditors to the
Company to hold office until the conclusion of the next Annual
General Meeting.
10. To authorise the Directors to determine the remuneration of
Johnston Carmichael LLP.
Special Business
To consider and, if thought fit, to pass the following resolutions
of which resolutions 11 and 12 will be proposed as ordinary
resolutions and resolutions 13, 14 and 15 will be proposed as
special resolutions:
11. THAT, in accordance with the Articles of Association, the
Company should continue as an investment trust for a further
two-year period.
12. THAT, in substitution for all existing authorities, the Directors
be generally and unconditionally authorised pursuant to
Section 551 of the Companies Act 2006 (the “Act”), to exercise
all the powers of the Company to allot relevant securities
(within the meaning of Section 551 of the Act) up to an
aggregate nominal amount of £809,404 (being 10% of the
issued ordinary share capital at 4 November 2025) for a
period expiring (unless previously renewed, varied or revoked
by the Company in general meeting) at the conclusion of the
Annual General Meeting of the Company in 2026, but that the
Company may make an offer or agreement which would or
might require relevant securities to be allotted after expiry of
this authority and the Board may allot relevant securities in
pursuance of that offer or agreement.
Special resolutions
13. THAT, subject to the passing of resolution 12, as previously set
out, the Directors be and are hereby empowered, pursuant
to Section 571 of the Companies Act 2006 (the “Act”), to allot
equity securities (including any shares held in treasury) (as
defined in Section 560 (1) of the Act) pursuant to the authority
given in accordance with Section 551 of the Act by the said
resolution 12 and/or where such allotment constitutes an
allotment of equity securities by virtue of Section 560 (2) of
the Act as if Section 561 (1) of the Act did not apply to any
such allotment, provided that this power shall be limited to
the allotment of equity securities up to an aggregate nominal
amount of £809,404 (representing 10% of the aggregate
nominal amount of the share capital in issue at 4 November
2025); and where equity securities are issued pursuant to
this power they will only be issued at a price which is equal
or greater than the Company’s NAV per share as at the latest
practicable date before the allotment; and provided that
this power shall expire at the conclusion of the next Annual
General Meeting of the Company but so that this power shall
enable the Company to make offers or agreements before
such expiry which would or might require equity securities to
be allotted after such expiry.
14. THAT, the Company be and is hereby generally and
unconditionally authorised in accordance with Section 701 of
the Companies Act 2006 (the “Act”) to make market purchases
(within the meaning of Section 693 of the Act) of ordinary
shares of 5p each in the capital of the Company (“Share”) at
whatever discount the prevailing market price represents to
the prevailing net asset value per Share provided that:
(a) the maximum number of Shares which may be purchased
is 4,853,190, representing 14.99% of the Company’s
issued ordinary share capital as at 4 November 2025
(excluding treasury shares);
(b) the maximum price (exclusive of expenses) which may be
paid for a Share shall not exceed the higher of;
i) 105% of the average of the middle market quotations
for the Shares as taken from the London Stock
Exchange Daily Official List for the five business days
preceding the date of purchase; and
ii) the higher of the last independent bid and the
highest current independent bid on the London Stock
Exchange;
(c) the minimum price (exclusive of expenses) which may be
paid for a Share shall be 25p, being the nominal value per
Share;
(d) this authority hereby conferred shall expire at the
conclusion of the next Annual General Meeting of the
Company in 2026 (unless previously renewed, varied or
revoked by the Company prior to such date);
(e) the Company may make a contract to purchase Shares
under the authority hereby conferred which will or may
be executed wholly or partly after the expiration of such
authority and may make a purchase of Shares pursuant to
any such contract; and
(f) any Shares so purchased will be cancelled or held in
treasury.
Section 6: Other Information (Unaudited)
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15. THAT, a general meeting (other than an annual general
meeting) may be called on not less than 14 clear days notice.
By order of the Board
Schroder Investment Management Limited
Company Secretary
5 November 2025
Registered Office:
1 London Wall Place,
London EC2Y 5AU
Registered Number: 02892872
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Explanatory Notes to the Notice of Meeting
1. Ordinary shareholders are entitled to attend, ask questions
and vote at the meeting and to appoint one or more proxies,
who need not be a shareholder, as their proxy to exercise all or
any of their rights to attend, speak and vote on their behalf at
the meeting.
A proxy form is attached. If you wish to appoint a person other
than the Chair as your proxy, please insert the name of your
chosen proxy holder in the space provided at the top of the
form. If the proxy is being appointed in relation to less than
your full voting entitlement, please enter in the box next to
the proxy holder’s name the number of shares in relation to
which they are authorised to act as your proxy. If left blank
your proxy will be deemed to be authorised in respect of your
full voting entitlement (or if this proxy form has been issued
in respect of a designated account for a shareholder, the full
voting entitlement for that designated account). Additional
proxy forms can be obtained by contacting the Company’s
Registrars, Equiniti Limited, on 0371-384-2624. If calling from
outside the UK, please ensure the country code is used, or
you may photocopy the attached proxy form. Please indicate
in the box next to the proxy holder’s name the number of
shares in relation to which they are authorised to act as your
proxy. Please also indicate by ticking the box provided if the
proxy instruction is one of multiple instructions being given.
Completion and return of a form of proxy will not preclude
a member from attending the Annual General Meeting and
voting in person.
On a vote by show of hands, every ordinary shareholder who
is present in person has one vote and every duly appointed
proxy who is present has one vote. On a poll vote, every
ordinary shareholder who is present in person or by way of a
proxy has one vote for every share of which he/she is a holder.
Voting will be by poll.
The “Vote Withheld” option on the proxy form is provided to
enable you to abstain on any particular resolution. However it
should be noted that a “Vote Withheld” is not a vote in law and
will not be counted in the calculation of the proportion of the
votes ‘For’ and ‘Against’ a resolution.
A proxy form must be signed and dated by the shareholder
or his or her attorney duly authorised in writing. In the case
of joint holdings, any one holder may sign this form. The
vote of the senior joint holder who tenders a vote, whether
in person or by proxy, will be accepted to the exclusion of the
votes of the other joint holder and for this purpose seniority
will be determined by the order in which the names appear
on the Register of Members in respect of the joint holding.
To be valid, proxy form(s) must be completed and returned
to the Company’s Registrars, Equiniti Limited, Aspect House,
Spencer Road, Lancing, West Sussex BN99 6DA, in the
enclosed envelope together with any power of attorney or
other authority under which it is signed or a copy of such
authority certified notarially, to arrive no later than 48 hours
before the time fixed for the meeting, or an adjourned
meeting. Shareholders may also appoint a proxy to vote on the
resolutions being put to the meeting electronically at
www.shareview.co.uk. Shareholders who are not registered for
a Shareview Portfolio will need to at www.shareview.co.uk, you
will need your Shareholder Reference Number personalisation
on your proxy form.
Alternatively, shareholders who have already registered with
Equiniti’s Shareview service can appoint a proxy by logging
onto their portfolio at www.shareview.co.uk using their user
ID and password. Once logged in simply click “View” on the
“My Investments” page, click on the link to vote then follow the
on-screen instructions. The on-screen instructions give details
on how to complete the appointment process. Please note
that to be valid, your proxy instructions must be received by
Equiniti no later than 12.00 noon on 10 December 2025. If you
have any difficulties with online voting, you should contact the
shareholder helpline on 0371-384-2624. If calling from outside
the UK, please ensure the country code is used.
If an ordinary shareholder submits more than one valid proxy
appointment, the appointment received last before the latest
time for receipt of proxies will take precedence.
Shareholders may not use any electronic address provided
either in this Notice of Annual General Meeting or any related
documents to communicate with the Company for any
purposes other than expressly stated.
Representatives of shareholders that are corporations will
have to produce evidence of their proper appointment when
attending the Annual General Meeting.
2. Any person to whom this notice is sent who is a person
nominated under section 146 of the Companies Act 2006 to
enjoy information rights (a “Nominated Person”) may, under
an agreement between him or her and the shareholder by
whom he or she was nominated, have a right to be appointed
(or to have someone else appointed) as a proxy for the
Annual General Meeting. If a Nominated Person has no such
proxy appointment right or does not wish to exercise it, he
or she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting
rights.
The statement of the rights of ordinary shareholders in
relation to the appointment of proxies in note 1 above does
not apply to Nominated Persons. The rights described in that
note can only be exercised by ordinary shareholders of the
Company.
3. Pursuant to Regulation 41 of the Uncertificated Securities
Regulations 2001, the Company has specified that only those
shareholders registered in the Register of members of the
Company at 6.30 p.m. on 10 December 2025, or 6.30 p.m.
two days prior to the date of an adjourned meeting, shall
be entitled to attend and vote at the meeting in respect of
the number of shares registered in their name at that time.
Changes to the Register of Members after 6.30 p.m. on
10 December 2025 shall be disregarded in determining the
right of any person to attend and vote at the meeting.
4. CREST members who wish to appoint a proxy or proxies
through the CREST electronic proxy appointment service may
do so by using the procedures described in the CREST
manual. The CREST manual can be viewed at
www.euroclear.com. A CREST message appointing a proxy (a
“CREST proxy instruction”) regardless of whether it constitutes
the appointment of a proxy or an amendment to the
instruction previously given to a previously appointed proxy
must, in order to be valid, be transmitted so as to be received
by the issuer’s agent (ID RA19) by the latest time for receipt of
proxy appointments. If you are an institutional investor, you
may be able to appoint a proxy electronically via the Proxymity
platform, a process which has been agreed by the Company
and approved by the Registrar. For further information
regarding Proxymity, please go to www.proxymity.io. Your
proxy must be lodged by 12.00 noon on 10 December 2025 in
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order to be considered valid. Before you can appoint a proxy
via this process you will need to have agreed to Proxymity’s
associated terms and conditions. It is important that you read
these carefully as you will be bound by them, and they will
govern the electronic appointment of your proxy.
5. Copies of the terms of appointment of the non-executive
Directors and a statement of all transactions of each Director
and of their family interests in the shares of the Company, will
be available for inspection by any member of the Company at
the registered office of the Company during normal business
hours on any weekday (English public holidays excepted) and
at the Annual General Meeting by any attendee, for at least
15 minutes prior to, and during, the Annual General Meeting.
None of the Directors has a contract of service with the
Company.
6. The biographies of the Directors offering themselves for
re-election are set out on pages 46 and 47 of the Company’s
Annual Report and Financial Statements for the year ended 31
August 2025.
7. As at 4 November 2025, 41,383,817 ordinary shares of 25
pence each were in issue (of which 9,007,634 ordinary shares
were held in treasury). Therefore the total number of voting
rights of the Company as at 4 November 2025 was 32,376,183.
8. A copy of this Notice of meeting, which includes details of
shareholder voting rights, together with any other information
as required under Section 311A of the Companies Act 2006, is
available on the Company’s web pages, www.ibtplc.com.
9. Pursuant to Section 319A of the Companies Act 2006, the
Company must cause to be answered at the Annual General
Meeting any question relating to the business being dealt
with at the Annual General Meeting which is put by a member
attending the meeting, except in certain circumstances,
including if it is undesirable in the interests of the Company or
the good order of the meeting that the question be answered
or if to do so would involve the disclosure of confidential
information.
10. Members satisfying the thresholds in section 527 of the
Companies Act 2006 can require the Company to publish a
statement on its web pages setting out any matter relating to:
(a) the audit of the Company’s financial statements
(including the auditors’ report and the conduct of the
audit) that are to be laid before the Meeting; or
(b) any circumstance connected with an auditor of the
Company ceasing to hold office since the last Annual
General Meeting, that the members propose to
raise at the Meeting. The Company cannot require
the members requesting the publication to pay its
expenses. Any statement placed on the web pages
must also be sent to the Company’s auditors no later
than the time it makes its statement available on the
web pages. The business which may be dealt with at the
meeting includes any statement that the Company has
been required to publish on its web pages.
11. The Company’s privacy policy is available on its web pages:
www.ibtplc.com. Shareholders can contact Equiniti for details
of how Equiniti processes their personal information as part of
the Annual General Meeting.
International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Net asset value (NAV) per share
The NAV per share of 739.5p (2024: 766.30p) represents the net assets attributable to equity shareholders of £249,409,000 (2024:
£282,265,000) divided by the number of shares in issue of 33,727,491 (2024: 36,834,910) excluding shares held in treasury.
The change in the NAV per share, amounted to -3.5% (2024: 11.5%) over the year. However, this performance measure excludes the
positive impact of dividends paid out by the Company during the year.
When these dividends are factored into the calculation, the resulting performance measure is termed the “total return”. Total return
calculations and definitions are given below
Total return*
Total Return is the combined effect of any dividends paid, together with the rise or fall in the share price or NAV per share. Total return
statistics enable the investor to make performance comparisons between investment companies with different dividend policies. Any
dividends received by a shareholder are assumed to have been reinvested in either the assets of the Company at its NAV per share at
the time the shares were quoted ex-dividend (to calculate the NAV per share total return) or in additional shares of the Company at the
time the shares were quoted ex-dividend (to calculate the share price total return).
The share price total return for the year ended 31 August 2025 is
calculated as follows:
Opening share price at 31/08/2024 680.00p
Closing share price at 31/08/2025 674.00p
Dividend XD date
Share price
on XD date Factor
Cumulative
Factor
15.56p 19/12/2024 674.00p 1.0206 1.0206
16.17p 24/07/2025 636.00p 1.0228 1.0439
Share price total return, being the closing share price,
multiplied by the factor, expressed as a percentage
change in the opening share price: 3.5%
The share price total return for the year ended 31 August 2024 is
calculated as follows:
Opening share price at 31/08/2023 644.00p
Closing share price at 31/08/2024 680.00p
Dividend received XD date
Share price
on XD date Factor
Cumulative
Factor
13.90p 21/12/2023 604.00p 1.0230 1.0230
14.50p 25/07/2024 700.00p 1.0207 1.0442
Share price total return, being the closing share price,
multiplied by the factor, expressed as a percentage
change in the opening share price: 10.3%
The terms and performance measures below are those commonly used by investment
companies to assess values, investment performance and operating costs. Numerical
calculations are given where relevant. Some of the financial measures below are classified
as APMs as defined by the European Securities and Markets Authority. Under this definition,
APMs include a financial measure of historical financial performance or financial position, other
than a financial measure defined or specified in the applicable financial reporting framework.
APMs have been marked with an asterisk (*) .
The NAV total return for the year ended 31 August 2025 is
calculated as follows:
Opening NAV at 31/08/2024 766.30p
Closing NAV at 31/08/2025 739.50p
Dividend XD date
NAV on
XD date Factor
Cumulative
Factor
15.56p 19/12/2024 754.88p 1.0206 1.0206
16.17p 24/07/2025 709.21p 1.0228 1.0439
NAV total return, being the closing NAV, multiplied
by the factor, expressed as a percentage change
in the opening NAV: 0.7%
The NAV total return for the year ended 31 August 2024 is
calculated as follows:
Opening NAV at 31/08/2023 687.51p
Closing NAV at 31/08/2024 766.30p
Dividend received XD date
NAV on
XD date Factor
Cumulative
Factor
13.90p 21/12/2023 670.18p 1.0207 1.0207
14.50p 25/07/2024 787.02p 1.0184 1.0395
NAV Total return, being the closing NAV, multiplied by the
factor, expressed as a percentage change in the opening
NAV: 15.9%
Alternative Performance Measures and Glossary
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Reference Index
The measure against which the Company compares its
performance. The Reference Index is the NASDAQ Biotechnology
Index (with dividends reinvested) sterling adjusted.
Discount/premium*
The amount by which the share price of an investment trust
is lower (discount) or higher (premium) than the NAV per
share. If the shares are trading at a discount, investors would
be paying less than the value attributable to the shares by
reference to the underlying assets. A premium or discount
is generally the consequence of supply and demand for
the shares on the stock market. The discount or premium
is expressed as a percentage of the NAV per share.
The discount at the year end amounted to 8.9% (2024: 11.3%),
as the closing share price at 674.00p (2024: 680.00p) was lower
than the closing NAV per share of 739.48p (2024: 766.30p).
Gearing*
The gearing percentage reflects the amount of borrowings
(i.e. bank loans or overdrafts) which the Company has drawn
down and invested in the market. This figure is indicative of the
extra amount by which shareholders’ funds would move if the
Company’s investments were to rise or fall. Gearing is defined as:
borrowings used for investment purposes, less cash, expressed as
a percentage of net assets. The gearing figure at the relevant year
end is calculated as follows:
2025
£’000
2024
£’000
Borrowings used for investment purposes,
less cash 14,627 12,394
Net assets 249,409 282,265
Gearing (%) 5.9% 4.4%
Leverage*
For the purpose of the Alternative Investment Fund Managers
(“AIFM”) Directive, leverage is any method which increases the
Company’s exposure, including the borrowing of cash and the
use of derivatives. It is expressed as the ratio of the Company’s
exposure to its net asset value and is required to be calculated
both on a “Gross” and a “Commitment” method. Under the Gross
method, exposure represents the sum of the absolute values of
all positions, so as to give an indication of overall exposure. Under
the Commitment method, exposure is calculated in a similar way,
but after netting off hedges which satisfy certain strict criteria.
The Company’s leverage policy and details of its leverage ratio
calculation and exposure limits as required by the AIFMD are
published on the Company’s web pages and within the report.
The Company is also required to periodically publish its actual
leverage exposures. As at 31 August 2025 these were:
Leverage exposure
% of net asset value
Maximum Actual
Gross method 160.0% 113.6%
Commitment method 160.0% 123.3%
Yield*
Yield is calculated as the sum of the last two dividends declared,
expressed as a percentage of the year end share price. The last
two dividends declared amounted to 31.73p (2024: 28.4p) per
share.
Ongoing charges*
Ongoing charges is calculated in accordance with the AIC’s
recommended methodology and represents the management
fee and all other operating expenses excluding finance costs,
transaction costs and performance fees amounting to £3,253,000
(2024: £3,117,000), expressed as a percentage of the average
daily net asset values during the year of £258,483,000 (2024:
£268,128,000).
2025
£’000
2024
£’000
Management fee paid by the Company 1,638 1,297
Management/adviser fee paid through
unquoted funds to SV Health 648 691
Administrative fees 967 1,129
Total ongoing expenses 3,253 3,117
Average daily NAV 258,483 268,128
Ongoing charges (%) 1.3 1.2
International Biotechnology Trust plc Annual Report and Financial Statements 2025
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Information about the Company
Web pages and share price information
The Company has dedicated web pages, which may be found
at www.ibtplc.com. The web pages have been designed to
be used as the Company’s primary method of electronic
communication with shareholders. They contain details of the
Company’s share price and copies of Annual Reports and other
documents published by the Company as well as information
on the Directors, terms of reference of committees and other
governance arrangements. In addition, the web pages contain
links to announcements made by the Company to the market,
Equiniti’s shareview service and Schroders’ website.
The Company releases its NAV per share on both a cum and ex-
income basis, diluted where applicable, to the market on a daily
basis.
Share price information may also be found in the Financial Times
and on the Company’s web pages.
The Association of Investment Companies
The Company is a member of the Association of Investment
Companies. Further information on the Association can be found
on its website, www.theaic.co.uk.
Individual Savings Account (ISA) status
The Company’s shares are eligible for stocks and shares ISAs.
Non-Mainstream Pooled Investments status
The Company currently conducts its affairs so that its shares
can be recommended by IFAs to ordinary retail investors in
accordance with the FCA’s rules in relation to non-mainstream
investment products and intends to continue to do so for the
foreseeable future. The Company’s shares are excluded from
the FCA’s restrictions which apply to non-mainstream investment
products because they are shares in an investment trust.
Financial calendar
Annual results announced November
Annual General Meeting December
First interim dividend paid January
Half Year results announced May
Second interim dividend paid August
Financial year end 31 August
Alternative Investment Fund Managers
Directive (AIFMD) disclosures
The AIFMD UK regulation, transposed AIFMD into the FCA
Handbook in the UK and requires that certain pre-investment
information be made available to investors in Alternative
Investment Funds (such as the Company) and also that certain
regular and periodic disclosures are made. This information and
these disclosures may be found either below, elsewhere in this
Annual Report, or in the Company’s AIFMD information disclosure
document published on the Company’s web pages.
Illiquid assets
As at the date of this report, none of the Company’s assets are
subject to special arrangements arising from their illiquid nature.
Remuneration disclosures
Quantitative remuneration disclosures to be made in this Annual
Report in accordance with FCA Handbook rule FUND3.3.5 may
also be found in the Company’s AIFMD information disclosure
document published on the Company’s web pages.
Publication of Key Information Document
(KID) by the AIFM
KIDs are designed to provide certain prescribed information
to retail investors, including details of potential returns under
different performance scenarios and a risk/reward indicator. The
Company’s KID is available on its web pages.
How to invest
There are a number of ways to easily invest in the Company. The
Manager has set these out at www.schroders.com/invest-in-a-trust/.
Complaints
The Company has adopted a policy on complaints and other
shareholder communications which ensures that shareholder
complaints and communications addressed to the Company
Secretary, the Chair or the Board are, in each case, considered by
the Chair and the Board.
Dividends
Paying dividends into a bank or building society account helps
reduce the risk of fraud and will provide you with quicker access
to your funds than payment by cheque.
Applications for an electronic mandate can be made by contacting
the Registrar, Equiniti.
This is the most secure and efficient method of payment and
ensures that you receive any dividends promptly.
If you do not have a UK bank or building society account, please
contact Equiniti for details of their overseas payment service.
Further information can be found at www.shareview.co.uk,
including how to register with Shareview Portfolio and manage
your shareholding online.
Dividend Reinvestment Plan (DRIP) participation
for platform and nominee holders
Shareholders who hold their shares through UK investment
platform providers such as Hargreaves Lansdown, AJ Bell or
Interactive Investor, or via nominee accounts, may be able to elect
to participate in a Dividend Reinvestment Plan (DRIP), subject to
the terms and availability of such services through their platform.
A DRIP election enables cash dividends, where applicable, to be
reinvested in the Company’s shares. Shareholders can contact
their platform or nominee provider to determine whether a DRIP
is available and for information on how to participate, should they
wish to do so, ahead of any relevant dividend payment date.
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Directors
Kate Cornish-Bowden (Chair)
Gillian Elcock
Alexa Henderson
Patrick Magee
Professor Patrick Maxwell
Registered Office
1 London Wall Place
London EC2Y 5AU
Tel: 020 7658 6000
Advisers and service providers
Alternative Investment Fund Manager
(the “Manager” or “AIFM”)
Schroder Unit Trusts Limited
1 London Wall Place
London EC2Y 5AU
Investment Manager and Company Secretary
Schroder Investment Management Limited
1 London Wall Place
London EC2Y 5AU
Telephone: 020 7658 6000
Email: amcompanysecretary@schroders.com
Advisers for the unquoted portfolio
SV Health Managers LLP
71 Kingsway
London WC2B 6ST
Depositary and custodian
J.P. Morgan Europe Limited
1
25 Bank Street
London E14 5JP
1
With effect from 3 October 2025, J.P. Morgan was appointed to provide
depositary and custodian services to the Company.
Lending bank
The Bank of Nova Scotia, London Branch
201 Bishopsgate
6th Floor
London EC2M 3NS
Corporate broker
Deutsche Numis
45 Gresham Street
London EC2V 7BF
Independent auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London WC2N 6RH
Registrar
Equiniti Limited
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Shareholder helpline: 0371-384-2624
1
Website: www.shareview.co.uk
1
Calls to this number are free of charge from UK landlines.
Communications with shareholders are mailed to the address
held on the register. Any notifications and enquiries relating
to shareholdings, including a change of address or other
amendment should be directed to Equiniti Limited at the above
address and telephone number above.
Other information
Company number
02892872
Shareholder enquiries
General enquiries about the Company should be addressed to
the Company Secretary at the Company’s registered office.
Dealing codes
ISIN: GB0004559349
SEDOL 0455934
Ticker: IBT0455934
Global Intermediary Identification Number (GIIN)
3AAT29.99999.SL.826
Legal Entity Identifier (LEI)
213800N1QUJ744P76D11
Privacy notice
The Company’s privacy notice is available on its web pages.
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Warning to shareholders
Companies are aware that their shareholders have received unsolicited telephone calls or correspondence concerning
investment matters. These are typically from overseas-based ‘brokers’ who target UK shareholders, offering to sell them what
often turn out to be worthless or high risk shares or investments.
These operations are commonly known as ‘boiler rooms’. These ‘brokers’ can be very persistent and extremely persuasive.
Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company
reports.
If you receive any unsolicited investment advice:
• Make sure you get the correct name of the person and organisation
• Check that they are properly authorised by the FCA before getting involved by visiting https://register.fca.org.uk
• Report the matter to the FCA by calling 0800 111 6768 or visiting fca.org.uk/consumers/report-scam-unauthorised-firm
• Do not deal with any firm that you are unsure about
If you deal with an unauthorised firm, you will not be eligible to receive payment under the Financial Services Compensation
Scheme.
The FCA provides a list of unauthorised firms of which it is aware, which can be accessed at fca.org.uk/consumers/
unauthorisedfirmsindividualslist.
More detailed information on this or similar activity can be found on the FCA website at fca.org.uk/consumers/
protect-yourself-scams.
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Internatoinal Biotechnology Trust plc
|
Annual Report and Financial Statements 2025
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Important information: This document is intended to be for information purposes
only and it is not intended as promotional material in any respect. The material
is not intended as an offer or solicitation for the purchase or sale of any financial
instrument. The material is not intended to provide, and should not be relied on for,
accounting, legal or tax advice, or investment recommendations. Information herein
is believed to be reliable but Schroders does not warrant its completeness or accuracy.
No responsibility can be accepted for errors of fact or opinion. Reliance should not
be placed on the views and information in the document when taking individual
investment and/or strategic decisions. Past performance is not a reliable indicator of
future results, prices of shares and the income from them may fall as well as rise and
investors may not get back the amount originally invested. Schroders has expressed
its own views in this document and these may change. Issued by Schroder Investment
Management Limited, 1 London Wall Place, London EC2Y 5AU, which is authorised and
regulated by the Financial Conduct Authority. For your security, communications may
be taped or monitored.
Schroder Investment Management Limited
1 London Wall Place, London EC2Y 5AU, United Kingdom
T +44 (0) 20 7658 6000
@schroders
schroders.com