Accelerating the
of science for
a better future.
IMPACT
ANNUAL REPORT & ACCOUNTS
FOR THE YEAR ENDED 31 DECEMBER 2025
REGISTRATION NUMBER: 04204490
STOCK CODE: IPO
CONTENTS.
BUSINESS OVERVIEW
Highlights 01
At a glance 03
STRATEGIC REPORT
Chair’s statement 04
Business model 06
Market overview 07
CEO review 09
Strategic progress 12
Managing Partner’s portfolio review 14
CFOO review 20
Key performance indicators 24
Meaningful impact 26
Task Force on Climate-related
Financial Disclosures 30
Risk management 36
Viability statement 46
Working with the Group’s stakeholders 47
OUR GOVERNANCE
Governance at a glance 56
Board of Directors 58
Corporate governance framework 61
Corporate governance statement 62
Nomination Committee Report 69
Directors’ Remuneration Report 76
Audit and Risk Committee Report 90
Directors’ Report 96
Statement of Directors’ responsibilities 98
OUR FINANCIALS
Independent auditor’s report 99
Consolidated statement of
comprehensive income 108
Notes to the consolidated
financial statements 112
Company balance sheet 155
Notes to the Company
financial statements 157
Company information 170
At IP Group, we understand science.
We understand its impact today and its potential to shape
the future.
With 25 years’ experience evolving great ideas into
world-changing businesses, we also understand that
progress takes patience. That is why we choose partners with
purpose, who, like us, are committed to impacting the world’s
greatest unmet needs.
Together, we accelerate the impact of science to transform
ideas into impact, at scale. We see a future transformed by
human ingenuity. And we look to make it happen by spotting
the opportunities others miss.
We are one of the most active investors in university and
other research-based companies in the world, with a
proven track record in backing and nurturing science and
technology-based businesses to deliver impact and returns.
Since the Group was founded, IP Group and Parkwalk Advisors
have backed over 600 companies whose compelling ideas,
products and services will meaningfully contribute to a
healthier, tech-enriched and regenerative future.
We aim to accelerate the impact of science for a
better future.
IDEAS POWERED.
25 years
of backing
science and
technology
600+
Companies formed
and supported
£1,690m
Total amount invested
15,000+
Number of jobs
created by companies
we have backed
£1,140m
Cumulative realisations
£150.9m
Cumulative returns
to shareholders
since 2019
4 Unicorns
created
HIGHLIGHTS.
Net Asset Value (“NAV”)
£975.1m
2024: £952.5m
NAV pence
per share
1
110.4pps
2024: 97.7pps
% change in NAV per
share
13%
2024: (15%)
Profit/(loss)
for the year
£66.9m
2024: (£207.0m)
Total portfolio
1
£908.1m
2024: £852.1m
Gross cash
and deposits
1
£211.0m
2024: £285.6m
Cash proceeds
1
£68.1m
2024: £183.4m
Portfolio investment
1
£70.5m
2024: £63.0m
1
Note 29 details the Alternative Performance Measures (“APM”)
Zihipp/Metsera obesity
drug programme acquired
by Pfizer
Successful IPO for Hinge
Health on the NYSE
Monolith AI acquired
by CoreWeave Inc.
Parkwalk and Northern
Gritstone launched Northern
Universities Venture Fund
NAV/share
up 13%
with opportunity for
significant potential
future royalty income
On track to
deliver >£250m
of exits between
2025 and 2027
with encouraging
portfolio developments
Maintained
financial strength
and focus on
shareholder
returns
including accelerated
buyback programme
IP GROUP PLC ANNUAL REPORT 2025 01
STRATEGIC REPORT OUR GOVERNANCE OUR FINANCIALS
BUSINESS OVERVIEW
2025 HIGHLIGHTS.
PERFORMANCE HIGHLIGHTS
NAV/share up 13% to 110.4p with
closing NAV of £975.1m; opportunity
for significant potential future
royalty income
• Following the acquisition of Metsera by Pfizer, the
Group has now recognised the discounted value of
future royalty and milestone income at £128.2m
• Group benefits from financial exposure to Pfizer’s
obesity franchise, including Phase 3 PF’3944
alongside several other programmes
• Metsera announced positive Phase 2b results
for its GLP-1 therapeutic candidate PF’3944; and
Pfizer announced the initiation of a first P3 study in
late 2025
Target confirmed to deliver >£250m
of exits between 2025 and end 2027;
encouraging portfolio developments
• Total cash proceeds from exits of £68.1m (2024:
£183.4m)
• Hinge Health floated on NYSE. £18.4m total 2025
proceeds. Remaining £16.8m exited in early 2026
• Sale of Monolith to Nasdaq-listed CoreWeave, Inc.
• £914m of total capital raised by portfolio companies
(2024: £784m)
• Invested £70.5m across 31 companies, reflecting
maintained capital discipline
• Portfolio company fund raises included Artios
(USD$115m), Oxa (US$103m), OXCCU (£20.75m)
Accelercomm (USD$15m) and Lumai (US$10m)
• Strong pipeline of significant milestones through to
the end of 2027 including exposure to AI-enabling
technologies
Continued focus on funds under
management
• Raised £29.0m of third-party funds (Parkwalk) –
third-party AUM £557m (2024: £678m); reduced by
several successful realisations
• Parkwalk and Northern Gritstone launched Northern
Universities Venture Fund
• Group well placed to benefit from the reforms
underway as major pension providers respond to the
Mansion House Accord
Maintained financial strength and
discipline/focus on shareholder returns
• Strong balance sheet and liquidity with gross cash of
£211.0m (2024: £285.6m)
• Completed £75m buyback programme retiring 9% of
share capital in the year
Post period-end update
• Working with Aberdeen to manage a portfolio of
early-stage and growth investments in the UK
• Further £30m accumulated for future shareholder
returns
2025 was a notable year for IP Group. Pfizer’s acquisition of Metsera highlighted the strength and value of licensing
activities in the obesity drug space where we hold valuable rights to several promising programmes. This drove a
return to NAV growth. A further highlight was the successful IPO of Hinge Health on the NYSE, an investment from
which we have now fully exited following the sale of our remaining holding in early 2026. We also delivered strong
cash realisations, allowing us to retire almost a tenth of our shares in issue through buybacks, while maintaining a
robust liquidity position. We are also pleased to be working with Aberdeen to manage a portfolio of early stage and
growth investments in the UK, further extending our ability to support the next generation of innovation led businesses.
As one of the world’s most experienced university IP investors, our unique model – combining deep partnerships with
leading research institutions and access to long-term committed capital – positions us to support breakthrough
science from inception to scale. We remain focused on creating long-term value for our shareholders while driving
innovation that addresses some of society’s most pressing challenges.”
Greg Smith
CEO
02 IP GROUP PLC ANNUAL REPORT 2025
AT A GLANCE.
Three thematic focus areas
HEALTHTECH
Read more
on pages 14 to 18
DEEPTECH
Read more
on pages 14 to 18
CLEANTECH
Read more
on pages 14 to 18
Culture and values
INTEGRITY.
INTEGRITY.
Committed
to doing
the right
thing, in the
right way.
Do the right thing, at the right time and the
right way, even when no one is looking.
Set high standards for yourself and others.
Trust your colleagues to make the right
decisions and to deliver. Genuine care for all of
the stakeholders impacted by your work.
PURPOSE.
PURPOSE.
Bold and
focused in
the pursuit
of our
mission.
Dedicated to accelerating the power of
science for a better future, and to delivering
market-leading returns.
Perseverance, collaboration and commitment.
Success will not often come quickly, and
cannot be achieved alone.
GROWTH.
GROWTH.
Driven by
finding a
better way
to do things.
Always looking for new and innovative ways to
do things better.
Relentlessly curious, open-minded and keen
to learn. We’re always looking for a better way
to do things or a new solution to a difficult
problem.
A pioneer in science and technology investing,
with a track record of realising value built over 25 years.
Our key differentiators
Purposeful thematic focus
Our purpose focuses us on impact, backing and
supporting businesses in our three investment
themes where we can add value through our
expertise and experience.
Access to unique opportunities
Our strong networks and relationships with
world-leading academic research institutions
give us extensive access to an exciting portfolio of
early-stage technology companies.
Expert team
We are a home for exceptional and highly
motivated talent. Our investment teams are
experts in their fields with a deep understanding
of science and technology, as well as decades
of experience in identifying, nurturing and exiting
unique high-growth, world changing businesses.
Imagination and flair
We are entrepreneurs at heart, bringing
imagination and flair to supporting our
portfolio companies through all stages of their
development.
International profile
Our international footprint gives us access to a
range of opportunities and provides valuable
insight and resource to support our portfolio
companies as they scale and grow in the UK, US,
Australia and New Zealand.
Permanent capital structure
Investing from our balance sheet is a significant
advantage, enabling us to be flexible and
patient. This allows us to co-found and scale-
up companies and realise value at the most
appropriate time.
Leading companies
We place meaningful focus on a dynamic list of
companies which we believe can be material in
the context of overall Group performance and
underpin our self-sustaining model. These include:
Pfizer obesity royalty interest: GLP-1 obesity and
weight-loss treatment compounds. IP Group
owns and exclusively licenses certain underlying
IP relating to these compounds and future drug
programmes undertaken by Metsera, including its
lead product ‘PF’3944.
Oxford Nanopore Technologies: The world’s first
nanopore DNA sequencing platform, which is
uniquely scalable from pocket-sized formats
through to ultra-high throughput devices. Offers
real-time data analysis for rapid, dynamic insights.
Istesso: Immunometabolism drug discovery
and development aimed at reprogramming
metabolism to treat autoimmune disease.
Hysata: Hysata’s unique capillary-fed electrolyser
technology promises an efficiency gain in the
production of green hydrogen.
Hinge Health: The world’s first digital clinic for back
and joint pain with an expanding customer base.
Mission Therapeutics: Novel therapeutics that
combat serious diseases including Parkinson’s
Disease by enhancing mitophagy to improve
overall cellular health.
Nexeon: Groundbreaking silicon-based
anode materials to dramatically enhance the
performance of Lithium-Ion batteries.
IP GROUP PLC ANNUAL REPORT 2025 03
STRATEGIC REPORT OUR GOVERNANCE OUR FINANCIALS
BUSINESS OVERVIEW
CHAIR’S STATEMENT.
In 2025, the Group concentrated on continuing to support
our leading portfolio companies together with building a
pipeline of early-stage investment opportunities founded
on scientific and engineering innovation.
There were a number of notable events during the
year which illustrated the patient capital approach
which defines the Group’s investment philosophy.
In May, Hinge Health, a leading digital
musculoskeletal clinic, whose roots trace back to a
founding investment by IP Group in 2012, successfully
launched its IPO on the New York Stock Exchange
pricing at the top of the indicated range and
subsequently trading up by 34%. Taking amounts
realised to date and balance of £16.8m sold in early
2026, together amounting to £46.3m, the Group has
generated 53x its aggregate investment.
It is impossible today not to be aware of the
emerging power and transforming impact that
artificial intelligence, AI, will bring to all aspects of
business and lived experience. IP Group has for
some time been selectively investing in technology
companies that enable or amplify AI. Monolith AI
Limited, a spin-out from Imperial College London,
and a pioneer in applying artificial intelligence
and machine learning to solve complex physics
and engineering challenges, was acquired by
Nasdaq-listed hyperscaler, CoreWeave Inc, in
October 2025. This was our largest disposal in the
second half of last year with consideration falling
predominantly into 2026.
Shareholders will also be aware that the last few years have
seen an explosion of interest in and application of weight-loss,
GLP-1 drugs. Scientists at Imperial College London, with whom
IP Group has for a long time been a commercialisation partner,
were significant contributors to the advancement of GLP-1
in the treatment of obesity. Much of the intellectual property
sat within portfolio company Zihipp Limited which was spun
out of Imperial College London in 2019 and was subsequently
sold to Metsera Inc (‘Metsera’) in 2023. Imperial College
London and IP Group retained a continuing interest in certain
compounds being developed by Metsera, through technical
and commercial milestone payments as well as future licensing
royalties on net sales. Metsera was itself acquired by Pfizer in
November in a fiercely competed multi-billion-dollar deal which
was fought and won to gain access to Metsera’s portfolio of
weight-loss drug compounds. IP Group’s share of these future
revenue streams was valued at £128.2m as at 31 December 2025
and was the major contributor to the Group reporting a profit
in 2025. More information about the compound and the
assumptions underlying the value attributed are set out in the
Executive Directors and Managing Partner’s reviews.
These examples illustrate the long gestation periods often
associated with investment in early-stage scientific discoveries
as they mature to a successful scale up or exit or fall by
the wayside.
There were of course setbacks and disappointments during
last year, in some cases combining both encouraging and
more problematic experience. Oxa completed a major funding
round with key investors, but at a significant discount to prior
valuation. First Light Fusion demonstrated the efficiency of its
amplifier technology, setting a record for the highest pressure
observed at the top US nuclear research and engineering
laboratory, while having to extend its search for the funding that
will enable it to develop this new strategy. Istesso published
groundbreaking data from its completed phase 2b trial
regarding restoring the body’s inherent capacity to repair and
regenerate damaged tissue. Despite missing its primary trial
endpoints in the Ph2b trial, the data has led to a fresh trial to
evaluate the potential of its lead asset, leramistat, to repair the
musculoskeletal system. Pulmocide, meanwhile, encountered
a more fundamental setback with the failure of its Phase 3
trial, a disappointing outcome following earlier promise, and
underlines the inherent risk in advancing novel therapies
through late stage trials.
The intersection of thematic
investment strategies in proven but
early-stage technology is creating
fresh opportunities that play to the
strengths of IP Group.”
Sir Douglas Flint
Chair
04 IP GROUP PLC ANNUAL REPORT 2025
CHAIR’S STATEMENT.
Detail on progress within the portfolio is set out in some
detail in the Managing Partner’s Portfolio Review and
illustrates the range of breakthrough technologies in
which the Group is invested. This review also notes
the challenging funding environment that existed
throughout 2025 which contributed both to delays in
agreeing terms and also a higher impact of valuation
discounts to previous rounds.
Such experience is inherent in the marketplace in which
we operate. We are consciously, through investing in
proven but early-stage technology yet to demonstrate
scalability, accepting the risks that our investments take
longer than expected to achieve commercial viability
or ultimately will fail to make that breakthrough. We
believe this type of investment is critical to address the
known societal and economic challenges that require
technological and innovative advances to be delivered
and which over time will deliver appropriate financial
returns to our shareholders.
It is encouraging that both the Government and City
institutions are coalescing around delivering reforms
that will support greater allocation of risk capital into
early-stage companies focused on innovation. Within
these initiatives, the Mansion House Accord and the
consolidation of Local Government Pension Schemes,
together with accelerated execution of the mandates
of the National Wealth Fund and British Business Bank all
have the potential to make important contributions. We
are hopeful that we will see further traction during 2026.
Our 2025 profit of £66.9m, together with the reduction
in share count from completion of the £75m share
buyback programme announced in November 2025
generated a recovery in net asset value (’NAV’) per
share of 13 per cent to stand at 110.4p at the end of the
year. Frustratingly, notwithstanding this advance, the
share price discount to NAV remained elevated at 47 per
cent and the closing share price at the end of last year,
58.6p, was broadly in line with where it started, albeit it
recovered markedly from its low point of 34.5p during
the year.
The Board remains focused on considering actions
within our control that could bring the share price into
greater alignment with our reported NAV. Within this, we
believe consistency of our capital allocation framework,
including share buybacks, together with maintaining
financial resilience are critically important.
We closed 2025 with our balance sheet strong and
liquidity intact. Cash proceeds in the year from disposals
broadly matched investments made into portfolio
companies. Gross cash and deposits exceeded £200m
meeting our target for the year which took into account
planned share buybacks of £45.7m in the year.
Outlook
As noted above, long gestation periods are inherent in
our investment model and are particularly evident in
life sciences – the Pfizer Obesity Royalty Interest being
a prime example – which is why the maturity of the
portfolio and the shape of the emerging pipeline are
important. What is also becoming more evident is that
the intersection of thematic investment strategies is
creating fresh opportunities that play to the strengths of
IP Group.
As Dr Mark Reilly, our Managing Partner, notes in his
report, the convergence of technologies such as AI with
robotics, bioengineering with digital health, and clean
energy with advanced materials is enabling solutions to
challenges once thought intractable.
We entered 2026 with many of our most exciting
portfolio companies having raised fresh capital in 2025
to advance their efforts to scale up in areas such as
sustainable aviation fuel, quantum computing, next
generation 5G satellite networks and green hydrogen to
name but a few. Within our HealthTech portfolio, many
of our leading portfolio companies have milestone and
clinical trial readouts over the next 18 months.
Over the next two years we are targeting significant
cash realisations reflecting the maturity of the portfolio
and the encouraging interest, in particular from
pharma companies, regarding some of our life sciences
companies due to release fresh data from current trials.
While nothing is certain, the Board remains confident
that there is significant unrecognised value within the
portfolio.
This will be my final report to you as Chairman as I step
down at the conclusion of the AGM in June after close
to eight years in that role. It has been a huge privilege
to serve in that capacity, and I shall remain keenly
interested in the Group’s progress both as a friend and
as a committed shareholder.
Sir Douglas Flint
Chair
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 05
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
BUSINESS MODEL.
1
INPUTS
2
INVESTMENT LIFECYCLE – BACKING COMPANIES
FROM START-UP TO SCALE-UP
3
EXIT, REINVESTMENT &
RETURN TO SHAREHOLDERS
4
OUTCOMES WITH
IMPACT
INTELLECTUAL.
We work with
some of the
world’s best
scientists,
universities and
entrepreneurs
in our chosen
territories
and thematic
focus areas.
FINANCIAL.
We combine
our balance
sheet capital
with third-party
capital to
accelerate
the progress
of promising
companies.
HUMAN.
We aim to attract
the best talent to
the Group and
to our portfolio
businesses.
START-UP.
Identification of promising
research and creation of
investable businesses. Capital
deployed to progress ideas to
early commercial and technical
validation.
SCALE-UP.
Proactive sourcing of
co-investment and continued
nurture and development
of businesses to grow value
over time.
LEADING COMPANIES.
Heaviest resources and capital
focused on a dynamic list of the
best risk/reward opportunities and
companies with potential to scale
at >£1bn within three to five years.
LICENSING AND ROYALTIES.
Licensing of portfolio intellectual
property to create milestone and
royalty income. Includes the Pfizer
obesity royalty interest and a
number of smaller opportunities.
Investing from our balance
sheet enables us to be
patient and hold investments
until they mature before
realising value at the most
appropriate time.
Exits are a fundamental driver
of value creation within our
model. We actively manage
the portfolio with a clear focus
on identifying, preparing for
and executing realisations
across a range of routes,
including IPOs, strategic trade
sales, secondary transactions
and structured realisations
such as royalties and licences.
Exit planning is embedded
throughout the investment
lifecycle, with a disciplined
approach to capital allocation
and timing designed to
maximise risk-adjusted
returns, generate liquidity
and recycle capital efficiently
to support both future
investment and sustainable
shareholder returns.
We reinvest realised funds
into new opportunities and
into the growth of our leading
companies.
We make appropriate returns
to shareholders.
Addressing the
world’s greatest
unmet challenges:
• Genetic sequencing
in any environment
• Treatment of
autoimmune,
respiratory and other
serious diseases
• Clean energy
• Cybersecurity and
the prevention
of fraud
Economic growth
and innovation
• 600+ companies
created
• 18 new portfolio
investments in 2025
• Deep pipeline of
future potential
winners
Financial returns
• £531.6m cash
realised from the
portfolio over
five years
• £150.9m returned
to shareholders
via dividends and
share buybacks over
five years
PROPORTION OF CAPITAL
INVESTEE COMPANY STAGE
Pre-Seed/Seed & Series A Series B & C+
Dedicated
Enterprise
Investment Scheme (EIS)
funds
with world-class
universities
Science & tech
scale-up
capital
Permanent balance
sheet
capital
Private funds
managed by IP Group
IP Group's EIS business
06 IP GROUP PLC ANNUAL REPORT 2025
MARKET OVERVIEW.
Macroeconomic environment
The 2025 market environment was defined by easing
inflation, moderating interest rates, and clearer policy
visibility across major economies. Central banks,
including the Bank of England and Federal Reserve,
have begun cautiously shifting from tightening cycles
toward more accommodative stances as inflation
trajectories stabilise. Geopolitical uncertainty remains
a factor – particularly around trade, defence and
supply chain resilience – but its market impact has
been tempered by stronger than expected global
economic performance.
Public market performance
Equity markets have entered 2025 with divergent
regional momentum. UK public markets continue to
lag global peers, reflecting persistent outflows from
domestic equities and a shrinking listed company
universe. Encouragingly, Q4 saw a strong pick-up in
UK IPO activity, with 13 IPOs in the quarter, including
Shawbrook and Princes Group, which raised £348m and
£400m respectively.
By contrast, US markets remain structurally supported
by strong corporate earnings, rapid adoption of
AI technologies, and sustained capital flows into
technology and communication sectors. The NASDAQ
index recorded a gain of 20.4% in the year, with biotech,
cleantech and technology companies all recording
strong gains.
US IPO activity showed clear signs of recovery during
2025, with a number of high quality healthcare and
life sciences companies successfully accessing the
public markets. Hinge Health completed its IPO on
the NYSE in May 2025 at the top of its pricing range,
raising approximately US$437m and achieving a
market capitalisation of around US$2.5–3.0bn at
listing, supported by strong revenue growth and
improving profitability, although post-IPO share price
performance reflected continued investor selectivity for
growth equities.
In the biotech sector, Metsera listed on NASDAQ in
January 2025, raising approximately US$275m in one
of the largest US biotech IPOs since 2022, with a strong
debut highlighting investor appetite for differentiated
obesity-focused assets with credible clinical data.
Overall, while performance varied by company, these
transactions underlined a reopening of the US IPO
market for scaled, high quality businesses with clear
commercial or clinical momentum.
Private venture capital (“VC”)
market trends
The global VC market enters 2025 still subdued
relative to the 2020–2022 cycle, but with early signs
of stabilisation. Deal activity remains selective, with
capital continuing to concentrate in AI, life sciences and
critical infrastructure technologies. UK private markets
have mirrored this pattern, with lower deal volumes but
improving sentiment in late 2024 and early 2025.
Portfolio company performance has remained resilient,
supported by disciplined cost management and strong
demand for technology solutions in healthcare, climate,
infrastructure and advanced computing. VC valuations
in Europe have shown tentative recovery, led by late
stage rounds in high-conviction sectors.
Our portfolio companies demonstrated resilience in
terms of fundraising performance, with a 16% increase in
total capital raised, driven by strong fundraising activity
within our HealthTech portfolio and outperforming the
broader market.
Exit and fundraise dynamics
Exit activity in the VC market picked up significantly in
2025, with US VC exit values of US$300bn approximately
double the levels seen in 2022-24
1
. Global fundraising
figures by VC venture funds hit an eight-year low, with
total funds raised of US$66bn, down 35% on 2024 figures
1
.
Strategic positioning
and future outlook
Structural megatrends – health innovation, AI-driven
transformation and the energy transition – continue to
underpin long-term value creation. IP Group remains
well positioned in this environment, benefitting from:
• Strong alignment with UK Government efforts to
increase pension fund investment in high-growth
sectors
• Deep exposure to science-based innovation across
life sciences, advanced technologies and cleantech
• A resilient portfolio entering 2026 with strengthened
balance sheets and clearer pathways to scale
1
Pitchbook/NVCA US venture survey
IP GROUP PLC ANNUAL REPORT 2025 07
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
MARKET OVERVIEW.
Megatrends in our thematic business sectors
HealthTech
Curing and preventing
diseases to enable
healthier lives
DeepTech
Transformational
change in the
digital world
CleanTech
Civilisation-risk
trajectory of climate
heating, driving rapid
decarbonisation
• Preventative care: innovations focused on
avoiding illness, detecting disease early and
promoting wellbeing
• Virtual care: use of technology to deliver
care remotely to improve access, increase
efficiency and maximise patient outcomes
• Precision care: tailoring medical care to an
individual’s unique characteristics
Megatrends
• Drug “patent cliff”: more than US$200bn
annual revenue at risk from expiry of patents
on existing drugs, increasing emphasis on
new drug discovery
• Government intervention into drug pricing
favours newly approved therapies
• Use of AI in drug discovery and health tech
• Explosion of DNA sequencing as costs fall
dramatically
Addressable markets
• Anti-obesity market US$150bn by 2035
• DNA sequencing market US$100bn by 2034
• Digital healthcare market US$836bn by 2031
• AI capabilities accelerating, with benchmark
test score breakthroughs and emerging
agentic systems reshaping digital tasks
• Trillion dollar data centre buildouts reshaping
global compute capacity
• Billions of connected devices requiring real-
time and remote processing
• New technologies and powerful computing
multiplying cyber threats
Megatrends
• Applied AI to solve problems in application
areas including health security
• Next generation ultra-reliable networks to
deliver mission-critical new applications
• Hardware and software that evolve and
enhance human interaction with machines
• Future computing systems for complex
problem-solving, including analogue,
neuromathic and quantum computing
Addressable markets
• Generative AI market US$1tn by 2034
• Global chip market US$1.07tn by 2030
• Global autonomous vehicle market over
US$100bn in 2030
• Climate and energy pressures are driving
demand for technologies that strengthen
decarbonisation and resilience
• 2023, 2024 and 2025 are the three warmest
years ever recorded
• Critical minerals, sustainable materials and
next-generation industrial processes gaining
strategic prominence
• UK Government policy direction clearer and
more supportive
Megatrends
• Energy transformation: electrification and
low/no carbon fuels
• Energy reduction
• Water reduction
Addressable markets
• Green hydrogen market US$135bn by 2032,
US$1.4tn by 2050
• Liquid fuels market US$1.5tn with low
penetration of low-carbon fuels
• Global battery market over US$0.5tn by 2032
08 IP GROUP PLC ANNUAL REPORT 2025
CEO REVIEW.
Overview
2025 was an exciting year for the Group with Pfizer’s
acquisition of Metsera, Inc highlighting the value of
our licensing activities. IP Group owns and exclusively
licenses certain underlying IP relating to Pfizer’s
obesity drug programmes including its lead product
PF’3944 as well as PF’3945, PF’4696 and PF’6795
which have the potential to deliver significant
potential future royalty income.
The Group has recognised the fair value of these
licences on its balance sheet, contributing to an
increase in NAV per share of 12.7p, or 13%, to 110.4p
at the end of 2025 (2024: 97.7p) with closing NAV of
£975.1m (2024: £952.5m). This increase more than
offset the impact on our NAV per share of a small
number of downward adjustments in the portfolio.
In addition to this development, IP Group made solid
progress in generating profitable cash realisations,
recording total cash proceeds of £68.1m. IP Group
finished the year with a strong liquidity position, with
gross cash and deposits of £211.0m (2024: £285.6m)
at year end. As outlined in last year’s Annual Report,
the Group dedicated 50% of its 2025 exit proceeds to
buybacks, enabling us to increase the programme
while reinvesting for future growth. We remain
committed to this Capital Allocation Policy as
previously outlined and a further £30m of cash from
realisations has been accumulated that can be
used for future shareholder returns.
IP Group is the UK’s leading science and technology
investor, having formed more than 600 science-
based businesses. By starting and growing
businesses driving improved health outcomes,
contributing to the energy transition and enhancing
the digital transformation, the Group aims to have
a significant impact on some of society’s biggest
needs and to deliver compelling financial returns for
our shareholders.
A key differentiator for the Group is our deep
partnerships with leading research institutions,
predominantly through Parkwalk in the UK, providing
access to a pipeline of pioneering scientific research
and high-potential intellectual property from leading
academic institutions including the universities of
Oxford, Cambridge, Bristol, and Imperial College
London as well as the universities of Leeds, Liverpool,
Manchester and Sheffield. The EIS funds that are
managed by Parkwalk provide a complementary source
of funding for the earliest stage opportunities and create a
pipeline of future investment opportunities for the Group’s
balance sheet. This, coupled with IP Group’s access to private
scale-up capital, notably that managed for Hostplus, provides
a flexible approach to funding across all stages of company
maturity, ensuring we can support our portfolio companies from
inception through growth and scaling. We are also pleased to
be working with Aberdeen to manage a portfolio of early-stage
and growth investments in the UK as part of a private asset
solution designed to improve long-term returns for clients.
Delivery against strategic priorities
As noted in the Chairman’s summary, the Group has made
progress on delivering against many of the priorities that were
planned for 2025. The most important of which was returning
to NAV per share growth. This was achieved while delivering
solid cash exits to support fresh investment, focusing on return
of capital while the share price remained below NAV per share,
and making further progress on accessing capital for the
portfolio and our private managed funds.
As it was our priority for 2025, it is pleasing to report a positive
return on NAV of 7% or £70m (2024: negative return of 17%,
£208m). This was driven by the recognition of the discounted
present value of the obesity drug programmes which are
licensed to Pfizer. Pfizer’s obesity franchise has a portfolio of
promising therapeutic candidates and combinations with
four programmes in clinical development and several next-
generation programmes with IND-enabling studies ongoing,
aimed at addressing key unmet needs via fewer injections while
achieving improved efficacy and tolerability.
As noted in IP Group’s 2025 half-yearly results, the Group
benefits from a continuing financial interest in a number of
Pfizer obesity drug programmes following Pfizer’s acquisition of
Metsera for up to USD$10bn in November 2025. Metsera, which
acquired former IP Group portfolio company Zihipp in 2023
announced positive Phase 2b results for the most advanced
of its programmes, its GLP-1 therapeutic candidate MET-097i
(now designated PF’3944) in September 2025. At the JP Morgan
Healthcare Conference in January 2026, Pfizer subsequently
announced the initiation of a global Phase 3 programme for
this candidate in late 2025, that it expected to initiate ten Phase
3 studies for PF’3944 before the end of 2026 and estimated the
anti-obesity drug market size at US$150bn by 2030.
The Group has, once again, made good
progress on achieving many of its
main priorities in 2025 which included
returning to NAV growth, delivering cash
exits, focusing on returns to shareholders
and accessing further capital for the
portfolio and our managed funds.”
Greg Smith
CEO
IP GROUP PLC ANNUAL REPORT 2025 09
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
CEO REVIEW.
PF’3944 could potentially be best-in-class in a new generation of injectable GLP-1 drugs, requiring injections only
once per month instead of weekly, with the potential to deliver competitive efficacy with category-leading scalability,
tolerability, and convenience. The importance of this exposure was underscored by Pfizer’s announcement in
September of an agreement to acquire Metsera and its obesity portfolio in a transaction valued at up to US$10bn,
including US$7bn in upfront cash.
Recognition of the discounted value of the Metsera licences, along with gains in our public portfolio and the positive
impact of the Group’s share buyback programme, more than offset the impact on our NAV of a small number of
downward adjustments. As detailed in our half-yearly report, these included write-downs for Oxa (£30.5m) and
Artios (£9.4m) along with the negative impact of FX translation on our portfolio which was (£7.4m) in the full year. We
also saw valuation reductions in the second half of the year in Pulmocide (£24.1m) and First Light Fusion (£14.6m) as
described in the Portfolio review section. Our quoted portfolio recorded a small gain of £4.1m, following a protracted
period of weakness in public markets from 2022.
The performance of the Group’s business units is summarised below with further detail in the Portfolio Review.
All £m unless stated Invested
Cash
proceeds
Net portfolio
gain/(loss)
Fair value at
31 December
2025
Simple
return on
capital (%)
HealthTech 26.1 49.1 116.0 542.8 25%
DeepTech 29.3 10.5 (16.0) 144.3 (16%)
CleanTech 12.4 2.9 (24.4) 158.8 (11%)
Platform investments 2.7 5.6 (11.6) 62.2 (15%)
Total portfolio 70.5 68.1 64.0 908.1 8%
58% of our portfolio carrying value is concentrated in 10 holdings, and 82% in 40 companies, across the Group’s three
main thematic areas. The Group invested in 31 opportunities in 2025 including 11 in HealthTech, 11 in DeepTech and 7 in
CleanTech. 93% of our capital was invested into the existing portfolio, with 7% being invested into new opportunities.
Our portfolio continues to be well-funded with over 78% by value of portfolio companies held at >£4m currently
funded into 2027 or beyond. In 2025 (see analysis in the Portfolio review section), our portfolio companies successfully
raised a total of £914m of which IP Group contributed £70m (2024: £784m, £63m). Notable transactions included
the IPO of Hinge Health on the New York Stock Exchange in May, which saw the company raise £204m and which
was priced at the top end of the pricing range. In addition, there were a number of fundraisings across the portfolio
including for Oxa, Accelercomm, Lumai, Tado, Vytal and Mixergy; an analysis of the funding round pricing is included
in the CFOO review section.
Cash exits
Following a very strong year of cash realisations in
2024, which included our largest ever cash exit through
the sale of Featurespace to Visa, the Group continued
this momentum in 2025, generating £68.1m of cash
proceeds. More than two thirds of that amount came
from the sale of stakes in five life sciences holdings –
Hinge Health, Intelligent Ultrasound, Centessa, Abliva
and OrganOx (via our holding in the Technikos fund).
We also received initial proceeds of £3.4m from the
sale of portfolio company Monolith to Nasdaq-listed
CoreWeave, Inc, with a balance of c.£20m to be
received in 2026.
We were particularly encouraged by the IPO of Hinge
Health, further evidencing improving sentiment in public
markets. Hinge Health floated on the New York Stock
Exchange in May at a price of US$32 a share and traded
up to a 63% premium to close the period at US$46 per
share. Having sold £18.4m of our position in 2025, the
Group sold the balance of our holding for £16.8m in 2026.
Continued focus on private capital
under management
IP Group continued to focus on growing its private
capital under management and attracted £29.0m of
new third party managed funds in 2025. The Group
now manages or advises £557m (2024: £678m).
Approximately two-thirds of that figure, or £379m (2024:
£481m), is managed by Parkwalk, the Group’s specialist
EIS fund management subsidiary. This reduction is
largely as a result of our distributing over £50m of exit
proceeds to underlying investors in 2025. This includes
funds managed in conjunction with the universities of
Oxford, Cambridge, Bristol, and Imperial College London.
In 2025 we also launched a new EIS fund in collaboration
with Northern Gritstone, covering the universities of
Leeds, Liverpool, Manchester and Sheffield.
10 IP GROUP PLC ANNUAL REPORT 2025
CEO REVIEW.
Parkwalk invested £20.6m in 2025 (2024: £47.2m) in
the university spin-out sector across 27 companies
(2024: 38 companies). A report from market data
provider Beauhurst evidenced that IP Group and
Parkwalk are by far the UK’s leading investor in the
sector. Fifteen new companies joined the Parkwalk
portfolio, six positive exits were achieved, and two
escrow releases from previous exits allowed for over
£40m of distribution to underlying investors. Eleven
portfolio companies closed funding rounds at uplifts
in valuation, three unchanged, six at lower valuations
and eight companies were revalued lower than their
previously held valuations. These companies raised
c.£96m in funding this year.
Through Parkwalk, we liaised closely with the UK
Government including HMRC, on ways to improve the
financial ecosystem for knowledge-intensive spin-
out companies and across political parties to ensure
science and innovation remains at the heart of the UK
Government’s growth mission. We were pleased to see
the amount that can be invested into EIS qualifying
companies was doubled in the November 2025 Budget.
Most of our remaining funds are managed for Hostplus,
a top ten Australian superannuation fund, by the Group’s
Australian team. The total committed to the IP Group
Hostplus Innovation Fund is A$435m, following the
allocation of a further A$125m during 2024. This fund has
invested in several of the Group’s portfolio companies
including Oxford Nanopore, Genomics, First Light Fusion,
Oxa and Hysata, providing additive growth capital for
companies as they scale.
Since the period end, IP Group is pleased to be working
with Aberdeen to manage a portfolio of early-stage
and growth investments in the UK as part of a private
asset solution designed to improve long term returns
for clients. This partnership marks a significant step in
widening institutional access to the next generation
of maturing, high growth, innovation led businesses
while contributing to the UK’s broader ambition to drive
innovation focused economic growth. Following a
rigorous selection process, IP Group will manage a UK
focused venture allocation.
The Group continues to focus on increasing funds under
management and believes there is scope to further
increase private capital under management this year.
Buybacks accelerated in 2026
Delivering returns for shareholders, including focusing on
narrowing the share price discount to our NAV per share,
remains a key focus.
Under the Group’s Capital Allocation Policy, a proportion
of cash proceeds is reinvested and a proportion is used
to deliver a cash return to the benefit of shareholders.
The Directors regularly consider the mechanism to
be used for such cash returns and, as previously
announced, this will typically be in the form of share
buybacks while the share price discount to NAV
exceeds 20%.
We remain committed to this Capital Allocation Policy.
Since the completion of our 2025 buyback programme,
a further £30m of cash from realisations has been
accumulated that can be used for future shareholder
returns under our policy. The Board expects to update
on timing of the commencement of the 2026 buyback
programme in due course.
Since the introduction of this approach in 2021, the
Group has delivered more than £150m of cash returns to
the benefit of our shareholders via dividends and more
significantly through share buybacks, retiring 9.4% of the
share capital in 2025 and 16.2% to date. During 2025, the
Group purchased 91,858,626 shares for £45.7m.
Outlook
Building on the strong progress made in 2025, IP Group
enters 2026 with confidence and a clear focus
on delivering sustainable growth and enhancing
shareholder value. The recognition of value in our
licensing activities, particularly through Pfizer’s
acquisition of Metsera, has highlighted the potential
for meaningful future royalty income. We continue to
believe the environment for high-growth science and
technology businesses remains supportive and that
IP Group continues to be well positioned.
Our deep partnerships with leading research
institutions, coupled with access to committed capital,
provide a differentiated platform for sourcing and
scaling breakthrough innovation and we continue
see significant opportunities to increase funds under
management. Having delivered £68.1m of cash
proceeds in 2025, we remain confident of our target to
deliver over £250m of exits between 2025 and the end
of 2027 and are focused on creating long-term value for
all stakeholders while addressing some of society’s most
pressing challenges.
Greg Smith
CEO
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 11
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
01
NAV/share
02
Return on NAV
03
Total portfolio
04
Simple return
on capital (%)
05
Portfolio
investment
06
Cash
proceeds
07
Net
overheads %
08
Number of
new portfolio
investments
09
Third-party
assets under
management
STRATEGIC PROGRESS.
Strategy pillars 2025 progress Link to KPIs Objectives for 2026
Have an
impact on
the world that
counts
• Ensure genuine impact is a core
component of our processes
• Focus on thematic areas driven
by the intersection of commercial
opportunity, societal need and
IP Group’s distinctive strengths
• Maintain ethical investment
framework and approach
• Significant progress in Metsera obesity
drug trials provides opportunity for
material future royalty income from IP
licensing exposure
• World’s first AI-enabled human
genetics platform for drug discovery
and development launched by
Genomics
• OXCCU oversubscribed series B
funding round to scale sustainable
aviation fuel from waste carbon
• Groundbreaking data demonstrating
tissue repair by Istesso investigational
medicines
• First full-stack silicon quantum
computer built by Quantum Motion
• A “leading” ESG performer rated AAA
by MSCI; ranked as an industry “Top-
Rated” company by Sustainalytics:
PRIME status in the ISS ESG
corporate rating
03
05
08
09
• Continue absolute focus
on HealthTech, CleanTech,
DeepTech sectors
• Support completion of
numerous clinical trials in
the portfolio
Develop our
unique insight,
expertise and
access
• Build significant knowledge, presence
and investments in thematic areas,
maintaining deep relationships with
innovators, institutions and capital
providers
• Continually develop aligned Group,
sector and geographical investment
strategies
• Capture, develop and share
institutional insight and knowledge
• IP Group and Parkwalk confirmed
as the UK’s leading investor in the
university spin-out sectors
• Further integrated the investment
processes between Parkwalk and
balance sheet to maximise benefits of
university sourcing
• Consolidated balance sheet
investment committees into a single
entity under leadership of Managing
Partner
• Diverse Minds Mentorship reverse-
mentoring scheme strengthens
relationships and collaboration across
the Group and between junior and
senior colleagues
05
08
• Maintain deal-flow
of distinctive new
opportunities
• Continue to build profile as
deep sector experts with
institutions, innovators and
capital providers through
deep-dives and other
activities
• Develop industry-leading
AI tools to assist our
investment and capital
allocation processes
12 IP GROUP PLC ANNUAL REPORT 2025
KEY
01
NAV/share
02
Return on NAV
03
Total portfolio
04
% return on
portfolio
05
Portfolio
investment
06
Cash
proceeds
07
Net
overheads %
08
Number of
new portfolio
investments
09
Third-party
funds raised
KEY
01
NAV/share
02
Return on NAV
03
Total portfolio
04
Simple return
on capital (%)
05
Portfolio
investment
06
Cash
proceeds
07
Net
overheads %
08
Number of
new portfolio
investments
09
Third-party
assets under
management
STRATEGIC PROGRESS.
Strategy pillars 2025 progress Link to KPIs Objectives for 2026
Accelerate
value creation
• Drive short-to medium-term returns
through leading portfolio companies
that disproportionately impact returns
and underpin the business model
• Develop and apply capital allocation
framework across sectors and
geographies, maintaining financial
strength through balancing
investment, realisations and
shareholder returns
• Further develop access to capital
across the funding spectrum
• Explore bold ways of creating value
• Return to growth in NAV
• Now managing or advising £557m
AUM third-party funds.
• Additional A$125m invested by
Hostplus in the IP Group Hostplus
Innovation Fund
• Successful IPO of Hinge Health and
subsequent partial sale of holding
• Sale of Monolith Limited to
CoreWeave, Inc.
• Northern Universities Venture Fund
launched by Parkwalk and Northern
Gritstone
• Progress in three leading IP licences
01
02
03
04
06
07
09
• Deliver leading company
milestones
• Increase managed and
advised third-party capital
• Continued focus on exits
and revenue generation to
maintain financial strength
• Continue to buy back
equity when NAV at >20%
discount
• Maintain a strong financial
position so we can
continue to support our
balance sheet investments
Build a truly
differentiated
reputation
• Develop and maintain a distinctive
and authentic brand for shareholders,
founders and co-funders
• Establish IP Group as an opinion
leader in key ecosystems, including
through category brands
• Actively promote our financial and
impact track record
• Group capital markets day and
flagship event showcasing Group
strategy and key portfolio companies
to investors/co-investors, advisors
and government bodies
• Parkwalk annual portfolio showcase
• Close liaison with UK Government
on the financial ecosystem for
knowledge-intensive spin-out
companies to ensure science and
innovation remain at the heart of the
UK Government’s growth mission
• Continue to build
recognition of IP Group
and Parkwalk’s status
as leading investors in
science and technology
• Continued engagement
with UK Government and
UK pensions industry to
help shape UK early stage
investing
• Continued focus on IR
programme
Be a home for
exceptional
talent
• Develop, nurture and grow our
exceptional people, building and
maintaining the quality of our
relatively small team
• Maintain an engaging, motivating
employee offer that demonstrates our
uniqueness
• Strongly align remuneration with the
achievement of our vision
• Build our culture and values,
celebrating diversity, inclusion,
high-challenge/high-support and
regenerating success
• Recognised as the top VC fund at the
2025 Honordex awards – a testament
to our differentiated approach to D,E&I
• ENPS score in the ‘very high’
category (+30)
• Successful completion of our Diverse
Minds Mentoring programme by
first cohort
• Nearly 90% of employees believe our
culture is one in which diversity and
diverse perspectives are valued
• Remuneration Policy approved by
shareholders
• Maintain employee
engagement in the ‘very
high’ category
• Launch second cohort of
Diverse Minds
• Extend talent offer into the
portfolio
• Leverage AI to improve
external recruitment
process and succession
planning process
IP GROUP PLC ANNUAL REPORT 2025 13
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
PORTFOLIO.
Portfolio breakdown
Portfolio breakdown
Number of
companies
Fair value
£m
HealthTech 33 542.8
DeepTech 29 144.3
CleanTech 17 158.8
Platform investments 5 62.2
Total portfolio 84 908.1
Portfolio analysis
Constituent parts of an IP Group share
KEY
Net cash
Pfizer obesity royalty interest
Oxford Nanopore Technologies plc
Istesso Limited
Hysata Limited
Mission Therapeutics Limited
Nexeon Limited
Oxa Autonomy Limited
Other top 10
Remaining portfolio
Other net liabilities
NAV
110.4 pence
per share
(0.9)
43.5
6.7
2.2
2.2
3.0
8.6
10.5
11.5
14.5
8.5
7%
17%
16%
60%
Platform investments
are funds or portfolio
companies that
invest in other
opportunities.
14 IP GROUP PLC ANNUAL REPORT 2025
MANAGING PARTNER’S PORTFOLIO REVIEW.
Overview
IP Group invests in breakthrough technologies that address the world’s most pressing societal and economic
challenges. Our portfolio spans HealthTech, DeepTech and CleanTech, with a focus on companies that are
shaping a healthier, tech-enriched and regenerative future. In addition, a small number of investments
are categorised as platform investments, which are funds or portfolio companies that invest in other
opportunities.
As at 31 December 2025 As at 31 December 2024
Sector £m % £m %
HealthTech 542.8 60% 460.9 54%
DeepTech 144.3 16% 98.9 12%
CleanTech 158.8 17% 215.3 25%
Platform investments 62.2 7% 77.0 9%
Total portfolio 908.1 100% 852.1 100%
2025 saw the acceleration of several global megatrends,
reshaping the opportunity for early-stage technology investors.
The digital transformation of industry and society is gathering
pace, with artificial intelligence, advanced computing and
cybersecurity now recognised as foundational to future
prosperity. Climate technologies are scaling rapidly, driven
by the urgent need for decarbonisation and energy security.
In healthcare, breakthroughs in personalised medicine,
gene therapies, and AI-enabled drug discovery are opening
new frontiers for human health. These trends are not only
expanding the addressable markets for innovation but are
also creating unprecedented opportunities for value creation.
The convergence of technologies such as AI with robotics,
bioengineering with digital health, and clean energy with
advanced materials is enabling solutions to challenges once
thought intractable. In 2025, the World Economic Forum and
leading analysts have highlighted that frontier technologies
are moving from promise to deployment, with early-stage
companies at the heart of this transformation.
Performance of key holdings
As described in the CEO’s Operational Review, IP Group’s biggest
portfolio value movement in 2025 was delivered by our financial
exposure to next-generation obesity drug candidates being
developed by Metsera, Inc., valued at £128.2m within our year
end net asset value. Metsera’s pipeline includes four clinical-
stage programmes and several next-generation assets,
all targeting improved efficacy and tolerability with fewer
injections, addressing a major unmet need in obesity treatment.
IP Group is entitled to receive future returns from these
compounds through a combination of milestone payments,
and tiered, low-single digit percentage royalties on net sales
of the licensed products. It is important to note that the above
numbers are stated after allowing for the fact that 50% of all
monies received by the Group from Metsera will be payable to
Imperial College London under revenue share arrangements.
While the eventual approval and commercial launch of new
drugs based on these compounds is not guaranteed, the
positive Phase 2b results for PF’3944 and initiation of a global
Phase 3 programme in late 2025 are highly encouraging.
Global megatrends are not only
expanding the addressable
markets for innovation but are
also creating unprecedented
opportunities for value creation.”
Mark Reilly
Managing Partner
IP GROUP PLC ANNUAL REPORT 2025 15
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
MANAGING PARTNER’S PORTFOLIO REVIEW.
Performance of key holdings
The following table outlines the performance of the top ten constituents of our portfolio:
Group stake at
31 December
2025
Net
investment/
(divestment)
Net unrealised
+ realised
fair value
movement
Fair value at
31 December
2025
Company Name % £m £m £m
Pfizer Obesity Royalty
Interest HealthTech n/a – 126.4 128.2
Oxford Nanopore
Technologies plc HealthTech 8.4% (4.0) (0.6) 102.0
Istesso Limited HealthTech 56.5% – 1.1 93.0
Hysata Pty Ltd CleanTech 37.0% – – 76.2
Mission Therapeutics
Limited HealthTech 22.3% 3.7 – 26.2
North America University
Innovation L.P.
Platform
investments 68.1% 2.0 (15.0) 22.3
Nexeon Limited CleanTech 3.9% (2.9) 3.6 19.8
Oxa Autonomy Limited DeepTech 10.6% 7.5 (30.5) 19.4
Coreweave, Inc. DeepTech 0.0% (0.5) 17.4 18.5
UCL Technology Fund L.P.
Platform
investments 46.4% 0.2 0.3 18.4
Other investments (3.6) (31.3) 384.1
FX – (7.4) –
Total Portfolio 2.4 64.0 908.1
Oxford Nanopore delivered a strong performance in 2025,
with revenue of £223.9m, up 24.2% on a constant currency
basis, slightly ahead of the top end of 2025 guidance. Gross
margin increased by 110 basis points to 58.6% compared with
57.5% the previous year. While Oxford Nanopore reported an
adjusted EBITDA loss of £(86.7)m (2024: £(117.9)m), it remains
well capitalised with £302.8m in cash, cash equivalents and
other liquid investments. For 2026, Oxford Nanopore noted
that demand for its sensing platform remains strong and that
it expects to continue to outperform versus underlying end
market growth in all regions with revenue growth of 21-25% on
a constant currency basis and gross margin of approximately
62%. The company also reaffirmed its commitment to reach
adjusted EBITDA breakeven in 2027 and become cash flow
positive in 2028.
2025 also marked the transition to a new Chief Executive
at Oxford Nanopore as Chief Executive Gordon Sanghera
announced he would step down after more than 20 years in the
role. IP Group worked closely with Gordon through the founding,
early growth and subsequent flotation of the company and
we want to take this opportunity to pay tribute to him for his
dedication and visionary leadership. We look forward to the
outstanding platform that Gordon has created being built on
by his successor, Francis Van Parys, who brings more than 20
years of experience leading multi-billion-dollar life science
businesses, with a strong track record of scaling innovation-
driven organisations through commercial and operational
excellence.
Another of our portfolio success stories, Hinge Health, hit a major
milestone in May when it listed on the New York Stock Exchange.
IP Group was the first institutional investor in the company
that eventually became Hinge Health when its founder Daniel
Perez was still a PhD student at the University of Oxford. We
realised £10.9m from our Hinge holding when it was still a private
company and realised a further £1.8m through a partial sale
on the day of the IPO. Our remaining stock was then subject to
a “lock-in” agreement for a period of time, subsequent to that
restriction being lifted we sold a further package of shares,
taking the total sold in the year to £18.4m. Our remaining holding
of 521,120 shares was sold in early 2026 for total proceeds of
£16.8m.
16 IP GROUP PLC ANNUAL REPORT 2025
MANAGING PARTNER’S PORTFOLIO REVIEW.
In the largest disposal in the second half of the year, our portfolio company Monolith,
an Imperial College London spin-out that provides artificial intelligence software to
engineering teams, was sold to Nasdaq-listed CoreWeave, Inc. in October. IP Group
yielded an initial £3.4m in cash and £18.5m of CoreWeave convertible promissory
notes from the transaction, and a further estimated £1.9m of deferred proceeds due
in 2026. The sale of Monolith marks another positive exit from our stable of companies
commercialising digital technologies, following the sales of Featurespace and Garrison
in 2024.
In November, following positive clinical trial readouts, portfolio company Artios
Pharma Limited successfully completed an oversubscribed US$115m Series D financing
round. Artios, a leader in next-generation DNA damage response (DDR) therapies for
cancer, will use the proceeds to expand clinical evaluation of its lead ATR inhibitor,
alnodesertib, including enrolling additional ATM-negative patients in second-line
pancreatic and third-line colorectal cancer, areas of high unmet need. The funding
will also support the initiation of a Phase 2 trial for ART6043, a potential first-in-class
Polθ inhibitor, in BRCA-mutant HER2-negative breast cancer. The round was co-led
by SV Health Investors and new investor RA Capital Management, with participation
from Janus Henderson Investors and strong support from existing backers. While the
pricing of the round resulted in a £9.4m non cash fair value write down for IP Group,
this reflected the challenging biotech funding environment rather than changes in
operational progress. IP Group invested £5.4m in the round and now holds a 6.8%
undiluted beneficial interest in Artios.
Our autonomous vehicle software company, Oxa, closed a significant investment
round at the end of the year to support its continued commercial expansion, attracting
significant new investors, including the National Wealth Fund and NVentures (NVIDIA’s
venture capital arm to its shareholder base. While market conditions led to a notably
lower valuation than the previous round, which was reflected in the significant
valuation write-down recognised by IP Group in 2025, Oxa’s progress in autonomous
vehicle technology and commercial partnerships remains encouraging and we
continue to believe in its potential to become a genre-defining company.
Istesso, the adaptive tissue-repair company, reported that it has conducted further
analysis of the data from its recent Phase 2b clinical trial in rheumatoid arthritis
(“RA”). This has revealed that alongside the compelling evidence of leramistat’s
ability to protect bone and improve disability and fatigue responses in patients
with RA, there were also signs that leramistat had a muscle-protective effect. These
protective effects on both bone and muscle position leramistat for potential use as
a musculoskeletal protective agent with application across a range of degenerative
age-related conditions, including sarcopenia (muscle loss), osteoporosis and
osteosarcopenia. In addition, in RA, leramistat offers the potential to create novel
combinations with existing drugs to halt or reverse disability progression and deepen
disease control.
Hysata continues to make strong progress in scaling up its high-efficiency hydrogen
electrolyser technology. In February 2025, the company signed a landmark agreement
with ACWA Power to deliver commercial-scale demonstrations in Saudi Arabia,
using its capillary-fed electrolysis technology. This demonstration is expected to
unlock significant opportunities in green hydrogen across the Gulf region. Hysata’s
technology remains a leader in efficiency, and the company is on track to deliver its
first commercial units in 2027.
First Light Fusion has continued to make progress on its journey to transition into an IP-
rich technology provider to the wider fusion sector, and in March 2025 set a record for
the highest pressure observed on Sandia National Laboratories’ Z Machine, achieving
3.67 TPa. This validated First Light’s expertise while also opening up new research
commercial opportunities in the fusion, defence and space sectors. To support the
company through this transitional phase, the Group extended a convertible loan to
First Light to extend its cash runway whilst the company continues to seek further
third-party capital. First Light Fusion has since received interest from sector-relevant
investors and we are hopeful that new funding will be secured in 2026 to enable it to
further advance its new strategy.
In early 2026, Pulmocide announced that having reviewed the results of an interim
analysis it had taken the decision to terminate its Opera-T Phase 3 Study with
opelconazole in refractory Invasive Pulmonary Aspergillosis (“IPA”). The company will
be conducting a thorough review of the unblinded data from this trial to determine
potential next steps for the programme. As a result, the Group reduced the carrying
value of its holding in Pulmocide by £24.1m to £0.6m.
IP GROUP PLC ANNUAL REPORT 2025 17
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
MANAGING PARTNER’S PORTFOLIO REVIEW.
Other notable portfolio developments
OXCCU, a leader in converting carbon dioxide and hydrogen into jet fuel, was again
named on Cleantech Group’s 2026 Global Cleantech 100. The company successfully
raised US$28m in Series B funding in September with blue-chip investors including
IAGi Ventures (the dedicated corporate venturing arm of the International Airlines
Group), Safran Corporate Ventures, and Orlen VC alongside reinvestment from
world-class Series A participants. This new funding will enable OXCCU to accelerate
its commercialisation efforts, expand its operations, and advance its next phase of
technology scale-up, building on the launch of the company’s OX1 demonstration
plant at London Oxford Airport in 2024.
Quantum Motion Technologies delivered the industry’s first full-stack quantum
computer to be built using a standard silicon CMOS chip fabrication process – the
same transistor technology used in conventional computers and a major milestone for
the company.
In October, Mantle8, the DeepTech company pioneering natural hydrogen exploration,
revealed its proprietary multiphysics technology had produced the world’s first
3D images of an active underground natural hydrogen system. Natural hydrogen,
produced continuously through natural geological processes, represents a
potentially vast, low-carbon energy resource. Multiple academic studies including
the US Geological Survey estimate global reserves at 5.6 trillion tonnes, sufficient to
meet world energy demands for generations. However, without reliable exploration
technology, this resource has remained largely theoretical.
In June 2025, portfolio company AccelerComm secured US$15m of funding to support
delivery of its high-performance 5G technology for low earth orbit satellite networks.
This technology enables Direct-to-Device (“D2D”) communications between phone
handsets and space-based satellite networks without specialist hardware, a sector
which is predicted to grow to US$20bn by the end of the decade.
Lumai, a spin-out from the University of Oxford, is an AI accelerator startup using optics
to address global computational challenges, which secured more than US$10m in
new investment in 2025 to develop its revolutionary optical computing technology for
use in AI data centres. Lumai’s technology enables dramatic cost reduction alongside
exponentially increased performance, while simultaneously minimising energy
consumption, is potentially a gamechanger for the AI industry.
Slamcore, a leader in spatial intelligence software, announced the launch of Slamcore
Alert, a dedicated pedestrian detection and driver alert solution. This new system
immediately transforms existing industrial machines, such as forklifts and manual
material handling equipment, into safety-aware assets. While the warehouse and
logistics industry is increasingly focused on expensive, full scale autonomous robots,
Slamcore is addressing the market’s immediate need for practical solutions that
maximise current resources and help protect workers.
Microbiotica, which has a proprietary microbiome profiling platform that allows it
to identify whether specific bacterial strains have clinical benefits, announced in
February 2026 that its Phase 1b ulcerative colitis study of MB310 had met its primary
and secondary objectives. After a 3-month treatment period, clinical remission was
observed in 63% of MB310 patients (versus 30% in the placebo), and, notably, 100%
of the patients who responded to MB310 were still in clinical remission at a 3-month
post dosing follow up. The drug was also well tolerated, with a safety profile similar
to patients on placebo. These encouraging results highlight the potential of MB310 to
transform the management of ulcerative colitis by delivering disease modifying, long
lasting remission.
Audioscenic, a leader in 3D immersive sound projection from conventional speakers,
continued to expand its product line with the launch of several AI-enhanced monitor
products including those for gaming enthusiasts.
Our portfolio company Bramble Energy which focused on scalable clean energy
technology entered administration in 2025 after failing to raise fresh capital. IP Group
backed this Imperial College London spin-out from its early days and provided a
loan to the company during the period to give it the best chance of securing the new
funding needed to reach technical and commercial milestones. Unfortunately that
funding could not be secured and the company made the difficult decision to cease
trading, leading to a write down of £12.3m for the Group in relation to that asset.
Upcoming milestones
Many of the Group’s “up and coming” portfolio companies have key developmental
milestones approaching that could have a material impact on their value in the next
six to eighteen months. Clinical trial results are expected from Enterprise Therapeutics
and Iksuda Therapeutics. Enterprise is expected to report data from its Phase 2a
trial of ETD001 for cystic fibrosis in the first half and Iksuda, which is developing next-
generation Antibody Drug Conjugates (“ADCs”) for difficult-to-treat cancers, is
expected to complete several Phase 1 studies by H2 2026. We also anticipate that
during 2026, Centessa will start a registrational study for its lead narcolepsy drug
(ORX750) and Pfizer will report data from two further clinical studies from the Metsera
pipeline (Phase 2b of monthly PF’3944 and Phase 1/2 of PF’3944 in combination with
PF’3945).
In DeepTech and CleanTech, a number of our companies are targeting funding rounds
and commercial milestones. We also expect to see further progress in Intrinsic’s
ReRam and HBM memory technologies, and more progress towards the deployment of
Accelercomm’s technology in LEO satellite constellations.
18 IP GROUP PLC ANNUAL REPORT 2025
Platform investments
IP Group’s Platform investments portfolio comprises holdings in funds and companies
that operate in a similar way to IP Group, including our interest in our US platform,
North America University Innovation L.P., Oxford Science Enterprises Limited, the
UCL Technology Fund and Cambridge Innovation Capital Limited, and in all of
which IP Group was a founding investor. This portfolio was valued at £62.2m at
31 December 2025 (2024: £77.0m), reflecting a fair value decrease of £11.6m in the
period driven by valuation reductions within North America University Innovation L.P.’s
portfolio.
In 2025, the US platform’s LPs agreed a restructuring of the platform which greatly
reduced its operating costs while the GP seeks to optimise returns from releasing its
portfolio assets. As part of this restructuring, the LPs committed to provide funding to
cover the fund’s operating costs for a fixed five-year period, the fund was redomiciled
to the US and its administration was transitioned to Anzu Partners, a highly regarded
investor and fund manager. At the same time US$11.7m in SAFE notes which the Group
had provided to fund the platform in 2022-24 were converted into regular units within
the fund. The restructuring, including the termination of all legacy governance rights,
was formalised in May 2025 and the fund was renamed North America University
Innovation L.P. (formerly IPG Cayman L.P.).
Other portfolio disclosures
Number of investments by sector
As at
31 December 2025
As at
31 December 2024
Sector Number % Number %
HealthTech 33 39% 30 37%
DeepTech 29 35% 27 33%
CleanTech 17 20% 20 24%
Platform investments 5 6% 5 6%
Total number of portfolio investments
1
84 100% 82 100%
1
Excludes de minimis holdings, which have a small value to the Group and are not actively
managed to the same extent as core holdings.
Portfolio funding position
The following table lists information on the expected cash-out dates (the date by
which portfolio companies are projected to need to have raised further funding) of
portfolio companies in which IP Group’s investment holding value is greater than £4m.
The values in the below table show the IP Group portfolio value which falls within each
of the cash-out periods.
31 December 2025
Cash out date
1
£m %
2026 H1 34.2 6%
2026 H2 99.1 16%
2027 176.5 28%
2028+ 147.9 24%
Funded to breakeven 160.0 26%
Total companies > £4m value 617.7 100%
Companies < £4m value 74.7
Interest in Limited Partnerships and Platforms 62.2
Fair value of cash flows from intangible assets 99.1
Deferred and contingent consideration 54.4
Total portfolio 908.1
1
Cash out dates based on portfolio company forecast as at publication date of half-yearly report.
Dr Mark Reilly
Managing Partner
16 March 2026
MANAGING PARTNER’S PORTFOLIO REVIEW.
IP GROUP PLC ANNUAL REPORT 2025 19
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
CFOO REVIEW.
Consolidated statement of comprehensive income
A summary analysis of the Group’s performance is provided below:
Year ended
31 December 2025
Year ended
31 December 2024
£m £m
Net portfolio profit/(loss)
1
64.0 (195.0)
Deferred tax recognised within investment entity subsidiaries 8.4 –
Net overheads
2
(15.9) (19.8)
Foreign exchange loss/gain on movement (0.1) 2.7
Restructuring costs – labour – (2.4)
Restructuring costs – professional – (0.3)
Administrative expenses – share-based payments charge (2.4) (1.9)
Carried interest plan and other deal incentives credit 7.0 7.9
Net finance income 3.8 2.1
Taxation 2.1 (0.3)
Profit/(loss) for the year 66.9 (207.0)
Other comprehensive income/(expense)
(FX on retranslation of foreign subsidiaries) 0.3 (3.0)
Total comprehensive profit/(loss) for the year 67.2 (210.0)
Exclude:
Share-based payment charge 2.4 1.9
Return on NAV
1
69.6 (208.1)
• Profit for the year of £66.9m
(2024: loss of £207.0m)
• Net assets £975.1m (2024: £952.5m)
• Net assets per share 110.4p
(2024: 97.7p)
• Net overheads for the year were
£15.9m, a reduction of £3.9m from
the previous year (2024: £19.8m)
I am pleased to report, as outlined above, that the
results for the year were a significant improvement and
reflect the significant opportunity available to the Group
through its exposure to Pfizer’s anti obesity franchise. The
valuation of the associated licence is expected to be a
material driver of future valuation growth.
As part of a year end assessment, IP Group has revisited
its designation as an investment entity under IFRS 10.
Historically, this assessment had been finely balanced
with IP Group concluding it was not categorised as an
investment entity. However, the value attributed to the
licence has tipped that assessment in favour of investment
entity classification, and the Group has therefore adopted
the investment entity basis. This approach is consistent with
that taken by most of our peers for external reporting.
The effect of this change is that certain subsidiaries
are no longer consolidated in the statutory accounts
– instead the value of all assets and liabilities
within these subsidiaries are shown in a single line
(Investments in investment entity subsidiaries) in the
Group balance sheet, reflecting the overall net assets
of these subsidiaries. For the avoidance of doubt, these
entities remain 100% owned and fully controlled by the
Group. They include subsidiaries that hold a significant
proportion of the Group’s cash and deposits. For this
reason, some of the balances will look different year-on-
year, particularly the cash balance, most of which is now
incorporated in the investments line. We have prepared
the tables below on a line by line consolidation basis to
allow comparison of key balances across the two years,
and included a new unaudited ‘pro forma’ balance sheet
which is presented after our financial statements.
1
Defined in note 29 Alternative Performance Measures.
2
See net overheads table below and definition in note 29
Alternative Performance Measures.
Results for the year were a significant
improvement and reflect the significant
opportunity available to the Group
through its exposure to Pfizer’s anti
obesity franchise.”
David Baynes
Chief Financial and Operating Officer
20 IP GROUP PLC ANNUAL REPORT 2025
CFOO REVIEW.
Fair value movements
Net portfolio gains/(losses) consist primarily of realised and unrealised fair value gains
and losses from the Group’s equity and debt holdings in spin-out businesses and
include changes in the fair value of licensing assets which have been recognised for
the first time in 2025 as a result of the change in investment entity basis described
earlier in this section. These movements are analysed in detail as follows:
2025
£m
2024
£m
Quoted equity and debt investments 4.1 (52.0)
Private equity and debt investments (31.7) (123.5)
Investments in Limited Partnerships (10.4) (13.1)
Recognition of fair value of cash flows from intangible
assets following change of investment entity status 109.4 –
FX translation (7.4) (6.4)
Net portfolio gains/(losses) 64.0 (195.0)
A summary of the largest positive and negative net portfolio fair value movements is
as follows:
Gains £m Losses £m
Pfizer Obesity Royalty Interest 126.4 Oxa Autonomy Limited (30.5)
Monolith AI Limited 17.4 Pulmocide Limited (24.1)
RAGE Biotech Pty Ltd 6.8 North America University Innovation L.P.
1
(15.0)
Carrick Therapeutics (Licence) 6.0 First Light Fusion Limited (14.6)
Technikos LLP 4.3 Bramble Energy Limited (12.4)
Other Quoted 6.9 Other Quoted (2.8)
Other Private 43.9 Other Private (40.9)
FX translation 1.0 FX translation (8.4)
Total 212.7 Total (148.7)
1
Formerly IPG Cayman L.P.
Net overheads
Year ended
31 December
2025
Year ended
31 December
2024
£m £m
Other income 7.4 5.5
Administrative expenses – all other expenses (20.9) (22.5)
Administrative expenses – annual incentive scheme (2.4) (2.2)
Net overheads (15.9) (19.2)
Other income comprises fund management fees on our third-party managed funds
and licensing and patent income. In the current period other income totalled £7.4m
(2024: £5.5m) and was up by 34% year on year largely due to additional performance
and ‘catch up’ fees earned within Parkwalk following a very successful year for exits
within their portfolio.
Other central administrative expenses, excluding performance-based staff incentives,
share-based payments charges and the impact of FX translation movements, have
reduced by 7% from the prior period at £20.9m (2024: £22.5m) reflecting the impact of
the restructuring carried out in the second half of 2024 which resulted in a significant
reduction in the Group’s 2023 cost run rate.
As a result of the reduced level of net overheads, which declined from £19.2m in 2024
to £15.9m in 2025, and our increased NAV value year-on-year, our net overheads as a
% of NAV reduced to 1.6% in 2025.
The charge of £2.4m in respect of the Group’s Annual Incentive Scheme reflects a
provisional assessment of performance against 2025 AIS targets which include Group,
Team, and Individual performance elements (2024: charge £1.8m).
Carried interest plan credit
The carried interest plan credit of £7.0m (2024: £7.9m credit) relates to the
recalculation of liabilities under the Group’s carry schemes, reflecting the unrealised
portfolio losses in the period. The liabilities are calculated based upon any excess
of current fair value above cost and the hurdle rate of return within each scheme or
vintage. Any payments will only be made following the full achievement of cost and
hurdle via cash proceeds and are only paid on the event of a cash realisation.
IP GROUP PLC ANNUAL REPORT 2025 21
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
CFOO REVIEW.
Consolidated statement of financial position
A summary analysis of the Group’s assets and liabilities from the pro-forma balance
sheet is provided below:
Year ended
31 December 2025
Year ended
31 December 2024
£m £m
Portfolio 908.1 852.1
Other non-current assets 19.8 1.9
Other net current assets/(liabilities) (3.0) (6.3)
Cash and deposits 211.0 285.6
Borrowings (122.8) (129.1)
Other non-current liabilities (38.0) (51.7)
Total Equity or Net Assets Value ("NAV") 975.1 952.5
NAV per share 110.4p 97.7p
The composition of, and movements in, the Group’s portfolio are described in the
portfolio review above.
Portfolio valuations
In terms of the funding round dynamics in the period, the proportion of down rounds
(i.e. rounds raised at a lower valuation than the previous financing round) within the
period increased marginally from the previous year at 31% (2024: 32%). For seven of the
eight down rounds, impairments had been recognised already in the Group’s previous
full year results in anticipation of the funding round outcomes. There was, however,
evidence that the funding market for private companies remains challenging, resulting
in the Group recognising funding-related valuation reductions in Oxa (£30.5m),
Bramble (£12.4m) and First Light Fusion (£14.6m).
2025 saw an increased level of capital raised by the portfolio compared to 2024, with
£914m raised (2024: £784m), of which the majority (93%) was raised as equity with only
7% raised as debt. Of this amount £199m related to the Hinge Health IPO and £217m
related to Centessa’s underwritten public offering. In line with long term trends, IP Group
contributed around 7% (10%) of the total capital raised by our portfolio in the period.
In the year we commissioned third-party valuation reports for three companies,
namely Hysata, our Pfizer obesity royalty interest and Microbiotica (2024: 6 companies).
Year ended
31 December 2025
Year ended
31 December 2024
Analysis of priced funding rounds
in private portfolio
Number of
companies %
Number of
companies %
Up round 14 54% 10 52%
Flat round 4 15% 3 16%
Down round 8 31% 6 32%
Total 26 100% 19 100%
The above table reflects priced funding rounds in the private portfolio (excluding
organic and de minimis companies) and excludes debt funding and funding
transactions where a subsequent tranche is drawn based on pre-agreed pricing.
The table below summarises the valuation basis for the Group’s portfolio. Further
details on the Group’s valuation policy and approach can be found in notes 13 and 14.
Year ended
31 December 2025
Year ended
31 December 2024
£m £m
Quoted 133.2 133.1
Financing transaction (<12 months) 177.9 216.0
Financing transaction (>12 months) 159.0 53.5
Other: Future market/commercial events 75.3 59.6
Other: Adjusted financing price based on
past performance – upwards – 35.9
Other: Adjusted financing price based on
past performance – downwards 58.0 151.7
Other: Discounted cash flow ("DCF") 234.8 97.2
Other: Revenue multiple 13.4 13.1
Other: Receipt of expected sale proceeds 14.5 20.1
Fair value of investments 866.1 780.1
Statements from LP 42.0 58.1
Assets held for sale
1
– 13.9
Total portfolio 908.1 852.1
1
Assets held for sale are valued at the agreed sale price unless quoted, and hence are excluded
from the valuation basis analysis.
Other assets and liabilities
Other long-term liabilities relate to carried interest (described above), and loans from
LPs of consolidated funds; IP Venture Fund II LP is a fund in which the Group has a
significant economic interest. Loans from third parties of consolidated funds represent
third-party loans into this partnership. These loans are repayable only upon these
funds generating sufficient realisations to repay the Limited Partners.
Borrowings
Most of the Group’s outstanding debt relates to a £120m private placement issued
in 2022 and 2023. This loan has a fixed interest rate of 5.25% and is due to be repaid
with three equal maturities in December in 2027, 2028 and 2029. The Group also had
a £3.1m fixed-interest loan with the European Investment Bank (2024: £9.4m), the last
remaining repayment was made in January 2026 settling the loan.
Under the terms of the £120m private placement, the Group is required to maintain a
minimum balance of cash and cash equivalents which includes deposits maturing
within 30 days held by any subsidiary of £25m at any time, equity must be exceed
22 IP GROUP PLC ANNUAL REPORT 2025
CFOO REVIEW.
£500m and gross debt less restricted cash must not exceed 25% of total equity as at
the Group’s 30 June and 31 December reporting dates. See Note 20 for further detail
The private placement also includes ‘Cash Trap’ provisions which stipulate that the
Group is required to maintain cash and cash equivalents of no less than £50m at any
time, equity must be at least £750m, and gross debt less restricted cash must not
exceed 20% of total equity as at the Group’s 30 June and 31 December reporting dates.
In the event of the Cash Trap being triggered, the Group is not permitted to pay or
declare a dividend or purchase any of its shares. In addition, investments are restricted
to £2.5m per calendar quarter other than those legally committed to. The Group is also
required to place the net proceeds of all cash proceeds (over a threshold of £1m) into
a blocked bank account. Entering a Cash Trap does not constitute a default.
Following the change in investment entity basis, the Group undertook a detailed review
of the classification of cash and cash equivalents for reporting and financing purposes,
including engagement with noteholders to ensure a shared understanding of relevant
definitions. Further detail is provided in the notes to the financial statements.
Cash and deposits
At 31 December 2025, the Group’s cash and deposits totalled £211.0m, a decrease of
£74.6m from a total of £285.6m at 31 December 2024, predominantly due to outflows
from investing activities of £70.5m, a £19.5m net cash outflow from operations, £45.7m
spent on the share buyback scheme and a £6.3m cash outflow from the repayment of
debt, net of an inflow of cash proceeds from the sale of equity and debt investments
of £52.5m, a £10m inflow from sale of assets held for sale and distributions from limited
partnerships of £5.6m. Of the total cash and deposits of £211.0m, £16.5m of cash is held
in consolidated subsidiaries and the remainder in fair value investment subsidiaries.
Investments and realisations
The Group invested a total of £70.5m across 31 portfolio companies during the year
(2024: £63.0m; 38) and realised cash proceeds of £68.1m (2024: £183.4m). Largest
investments and realisations by portfolio company:
Investments £m Cash Realisations £m
Oxa Autonomy Limited 7.5 Hinge Health, Inc. 18.4
Artios Pharma Limited 5.4 Intelligent Ultrasound Group plc 8.8
RAGE Biotech Pty Ltd 5.4 Centessa Pharmaceuticals plc 7.2
First Light Fusion Limited 5.0 Technikos LLP 5.4
Fortify Solutions Cambridge Limited 3.7 Abliva AB 5.1
Other 43.5 Other 23.2
Total 70.5 Total 68.1
Deferred consideration from both expected royalty and milestone achievement was
estimated at £54.4m at 31 December 2025 (2024: £20.1m), relating to the Group’s
realisation of Zihipp (£36.4m, exited in 2023), Featurespace (£10.1m, exited in 2024),
Enterprise Therapeutics (£3.5m, programme exited in 2020), Oxular (£2.0m, exited in
2024), Monolith AI (£1.9m, exited in 2025) and Kynos Therapeutics (£0.5m exited in 2024).
Share buyback
The Board remains committed to making regular cash returns to shareholders from
realisations and these regular cash returns will normally be made in the form of share
buybacks when the share price discount to NAV exceeds 20%. On 18 November 2025
the Group completed its £75m buyback programme. The buyback was originally
announced on 18 December 2023 with an initial £20m, subsequently increased by
£10m on 7 October 2024, £25m on 9 January 2025 and £20m on 26 June 2025. Since
commencing its buyback programme, the Group has purchased 157,968,634 shares
at an average price of 47.5p per share for an aggregate consideration of £75m. Of
the shares acquired under the buyback programme 4,481,489 were used to settle
employee share-based payments in 2024, and the remainder were cancelled. The
Company’s issued share capital consists of 883,427,642 ordinary shares with voting
rights and there are no ordinary shares held in treasury.
Taxation
The Group typically holds at least a 10% equity holding in its portfolio companies, and
as a result most of the portfolio will qualify for the Substantial Shareholdings Exemption
(“SSE”) on disposal. On these companies, capital gains are exempt from UK corporation
tax and hence no deferred tax is recognised on capital gains at the balance sheet
date for SSE-qualifying companies.
Capital gains from companies not qualifying for SSE will be at least partially offset
by a deduction for the Group’s current year net overheads and further reduced by
using brought-forward tax losses relating largely to the Group’s historic net overheads
(restricted to 50% above a £5m annual threshold). As a result, the tax rate payable on
any non-SSE disposals will be significantly less than the headline UK corporation tax rate
of 25%. Deferred tax is calculated on non-SSE disposals and recognised through the
income statement. In the current year the income statement charge was £1.5m and the
cumulative balance sheet liability including amounts in fair valued companies was £3.7m.
An £8.4m asset has been recognised in respect of losses held in investment entity
subsidiaries where the recognition criteria are met. We consider that there is convincing
evidence that sufficient taxable income will be generated in the future, supported by the
acquisition of Metsera by Pfizer for consideration of up to $10 billion and the combined
probability of success across multiple programmes. Within Pfizer’s anti-obesity portfolio,
this includes the lead programme which has entered Phase 3 trials at the balance sheet
date, and four other programmes which are in clinical trials, as well as a separate Phase
3-ready programme licensed to Carrick Therapeutics.
The Group complies with relevant global initiatives including the US Foreign Account
Tax Compliance Act (“FATCA”) and the OECD Common Reporting Standard.
David Baynes
Chief Financial and Operating Officer
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 23
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY PERFORMANCE INDICATORS.
Our KPIs measure
performance against
our strategy.
KEY
Have an impact on the world that counts Build a truly differentiated reputation
Develop our unique insight, expertise and access Be a home for exceptional talent
Accelerate value creation
01
NAV/share p
1
02
Return on NAV £
1
03
Total portfolio £m
1
Net assets divided
by the number of
outstanding shares
in issue. A useful
measure to compare
to the Group’s
share price.
167
132.9
114.8
97.7
110.4
20252024202320222021
Profit for the year
excluding share-
based payment
charges. Shows a
summary of the
income statement
gains and losses that
directly impact NAV.
452.2
(341.1)
(172.2)
(208.1)
69.6
20252024202320222021
Equity and debt
investments, investments
in LPs, amounts receivable
on sale of equity and
debt investments, and
portfolio investments held
within investment entity
subsidiaries (including
fair value of cash flows
from intangible assets).
Shows assets generating
investment returns.
1536.7
1293.7
1167.7
852.1
908.1
20252024202320222021
Link to strategy Link to remuneration
Yes
Link to strategy Link to remuneration
Yes
Link to strategy
Link to remuneration
Yes
1
Alternative performance measure. See note 29 for definition and reconciliation to IFRS primary statements.
24 IP GROUP PLC ANNUAL REPORT 2025
KEY PERFORMANCE INDICATORS.
04
Simple return on capital (%)
05
Portfolio investment £m
1
06
Cash proceeds £m
Net portfolio gains/
(losses) divided by the
opening total portfolio
value. A useful
measure to compare
annual returns.
42
(20)
(12)
(17)
8
20252024202320222021
The purchase of equity
and debt investments
plus investments into
limited partnership
interests. A useful
measure to compare
annual investment in
the portfolio.
106.7
93.5
73.2
63
70.5
20252024202320222021
The total amount
received from the
disposal of interests in
portfolio companies
and distributions from
limited partnership
funds. Realised funds
are invested into
new opportunities
or returned to
shareholders.
213.4
28.1
38.6
183.4
68.1
20252024202320222021
Link to strategy Link to remuneration
Yes
Link to strategy
Link to remuneration
Yes
Link to strategy
Link to remuneration
Yes
07
Net overheads %
1
08
Number of new portfolio
investments
09
Third-party assets under
management £m
The Group’s core
overheads less
operating income as
a percentage of net
assets. Reflects the
Group’s controllable
“cash-equivalent” cost
base in proportion to
net assets.
1.1
1.5
1.9
2.1
1.6
20252024202320222021
The number of
portfolio investments
that received initial
capital from the
Group during the
year. A measure of
the Group’s ability to
find and invest in new
opportunities. Revised
in 2023 to include
Parkwalk investments.
28
15
10
27
18
20252024202320222021
Third-party funds and
capital managed or
advised by the Group.
Shows progress
against the Group’s
stated objective
to increase capital
managed on behalf of
third-party investors.
586.6
696.8
650.9
678.0
557.0
20252024202320222021
Link to strategy Link to strategy
Link to remuneration
Yes
Link to strategy
Link to remuneration
Yes
1
Alternative performance measure. See note 29 for definition and reconciliation to IFRS primary statements.
IP GROUP PLC ANNUAL REPORT 2025 25
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
MEANINGFUL IMPACT.
We are focused on
having an impact on
the world that counts
Driven by our purpose, we are working
at the cutting edge of sectors that are
changing the world. Our three investment
themes align our efforts with some of
the most pressing challenges facing
humanity and our planet: curing and
preventing disease; managing complex
data to solve complex problems; and
the decarbonisation of energy systems
to mitigate climate change. At the same
time, we consider how the way we run
our business can maximise impact –
through strong governance and ethical
practice; for our exceptionally talented
people; for our communities and the
environment; and by supporting our
portfolio companies to do the same.
Environment and climate
Our carbon footprint and exposure to climate risk as an organisation remains low.
Through our CleanTech investments in nuclear fusion, hydrogen technology and battery
performance, we also have a significant opportunity to support the global transition
away from fossil fuels. IP Group’s DeepTech investments include technologies that are
working to improve product performance whilst reducing energy consumption, from new
computing architectures to next generation wireless networks.
Social
We are a responsible organisation that seeks to have a positive impact on people
and society through our investments and the way we operate. We conduct all of our
operating and business activities in an honest, ethical and socially responsible manner,
acting professionally, fairly and with integrity in our business dealings and relationships.
Our culture and internal frameworks guide our behaviour and help us focus on the things
that really matter – such as meeting our commitments, developing and supporting our
people, furthering diversity and inclusion, and making a difference in our communities.
In our HealthTech portfolio, we are building companies for a healthier future and, in our
DeepTech portfolio, companies that will support current and future societal needs in
computing, communication and mobility.
Governance
We endeavour to conduct business in accordance with established best practice, to be
a responsible employer, and to adopt appropriate values and standards. We take our
duty as active, responsible investors and stewards seriously, including our governance
practices in relation to our portfolio companies. The Group’s Board of Directors oversees
the Group’s approach to ESG and ensures that ESG factors are incorporated into the
Board’s decision-making processes. Further detail on day-to-day responsibility for ESG
matters is set out on page 30.
26 IP GROUP PLC ANNUAL REPORT 2025
MEANINGFUL IMPACT.
ESG DISCLOSURES
Engaging our team
Ensuring our people remain engaged, motivated and aligned with our purpose is
as critical as ever. We recognise the benefits of engaging with our people regularly
via a range of channels to ensure we develop a positive two-way dialogue with
both individual employees and representative groups. Our primary measure of
engagement is taken from our Voice of IP Group (“VIP”) surveys.
Our Designated Non-executive Director, Aedhmar Hynes, remains directly responsible
for workforce engagement, acting as a conduit between the Board and the wider
team. Throughout the year, Aedhmar has attended meetings with members of
our employee forum, IP Connect, where matters relevant to employees have been
discussed in an informal setting, with Aedhmar then summarising the employee
feedback for the Board. Whilst IP Connect will continue to be consulted on key strategic
issues, going forwards Aedhmar will also meet employees from across the Group on
an individual basis both in person and via video conference, to gather more informal
feedback on matters which are important to employees, including the cultural
development and values of the Group and more operational matters (for example,
working arrangements). Further details of this employee engagement are set out
on page 49.
Furthermore, the small size of our overall team means that we are able to ensure
that all of our people have direct and consistent access to leadership, both
informally on a day-to-day basis and through more formal channels, and at regular
all-employee events.
Ethical behaviour
We strive to always conduct our business activities in an honest, ethical and
socially responsible manner and to comply with all laws, regulations and rules
applicable to our business. We expect our portfolio companies, co-investors,
employees and suppliers to hold the same high standards when conducting their
respective businesses.
We are committed to acting professionally and with integrity in all of our
business dealings and relationships, and with consideration for the needs of all of
our stakeholders.
We have adopted policies and standards designed to help and guide employees
in their conduct and business relationships. We take a zero-tolerance approach to
breaches of our policies and implement and enforce effective systems to mitigate risk.
We provide mandatory training on critical areas such as anti-bribery and corruption,
market abuse, anti-tax evasion and data privacy matters. Copies of our key policies
can be found on our website www.ipgroupplc.com.
Human rights and modern slavery
We believe that human rights are universal and non-negotiable. We seek to
promote a working environment where workers are treated with respect, dignity and
consideration, and their fundamental human rights are protected. We comply fully
with applicable human rights legislation in the countries in which we operate, which
includes upholding freedom of association and the right to collective bargaining,
equal remuneration and protection against discrimination.
We are committed to implementing and enforcing effective systems and controls
to ensure modern slavery is not taking place anywhere in our business or supply
chain. We expect the same high standards from our contractors, suppliers and other
business partners. We have adopted principles and policies that are relevant to the
prevention of modern slavery in our organisation. These are overseen and monitored
by our ESG Committee. The Company has in place a new supplier checklist, which
includes a confirmation from all new suppliers that they comply in all respects with the
Modern Slavery Act. Our Modern Slavery Statement and our Human Rights Statement
can be found on our website www.ipgroupplc.com.
Gender diversity
In the recent past we have focused on gender representation as a proxy of our
progress in this area and, with appropriate data, we will seek to move beyond this
narrow definition of diversity.
Gender split as at 31 December 2025
Male Female
Number % Number %
Board 4 57% 3 43%
Executive team 7 70% 3 30%
Other senior management/Partners 12 63% 7 37%
Combined senior leadership team 19 66% 10 34%
All employees 31 48% 33 52%
This gender diversity data is determined consistently with the information submitted to
FTSE Women Leaders, accounting for changes to the shape of the organisation after
the submission date. Greg Smith (CEO) and David Baynes (CFOO) are included in data
for the Board and for the Executive team.
IP GROUP PLC ANNUAL REPORT 2025 27
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
MEANINGFUL IMPACT.
ESG DISCLOSURES
Board and Executive Management diversity
Listing Rules LR 6.6.6R (10) and (11) require the Group to publish information on
Board diversity. Data is for the IP Group Board and Executive Management on
31 December 2025.
Numbers in this table are based on how individuals identify themselves, based on data
which is a subset of data collected regularly from all individuals on a wholly voluntary
basis. Further detail on our Parker Review submission, including our target for senior
management team representation, is set out on page 71.
Executive Management data is for the Executive team. Greg Smith (CEO) and David
Baynes (CFOO) are included in Board data but not the Executive Management data.
Gender
Men Women
Not specified/
prefer not to say
Number of Board members 4 3 –
Percentage of the Board 57% 43% –
Number of senior positions on the Board
(CEO, CFO, SID and Chair) 3 (75%) 1 (25%) –
Number in Executive Management 5 3 –
Percentage of Executive Management 62.5% 37.5% –
Ethnic background
White British or other
White (including
minority-white groups)
Mixed/Multiple
Ethnic groups
Asian/Asian
British
Black/African/
Caribbean/Black
British
Other ethnic group,
including Arab
Not specified/
prefer not to say
Number of Board members 6 – 1 – – –
Percentage of the Board 86% – 14% – – –
Number of senior positions on the Board (CEO,
CFO, SID and Chair) 4 – – – – –
Percentage of senior positions 100% – – – – –
Number in Executive Management 7 – 1 – – –
Percentage of Executive Management 87.5% – 12.5% – – –
Environment
IP Group’s carbon footprint and exposure to climate risk is low but, as a responsible
business, we continue to focus on managing and reducing the entirety of our
environmental footprint. We aim to become a Net Zero company by 2030 and aim
to achieve this ambition within the time frame by taking a pragmatic approach and
using high-quality carbon offsets.
Sustainable London HQ
Our headquarters in Kings Cross is in an energy-efficient development. The building
has been awarded a BREEAM “outstanding” rating and uses the most efficient route to
create clean localised heat and power.
Environmental disclosures
IP Group is required to report on its annual greenhouse gas (“GHG”) emissions as
part of the Companies Act 2006 (Strategic Report and Directors’ report) Regulations
2018. IP Group is also required to report in line with Streamlined Energy and Carbon
Reporting (“SECR”) requirements. These requirements include an overview of GHG
emissions, intensity ratios, energy consumption and energy efficiency actions taken by
IP Group over the reporting period for operational office locations. These disclosures
can be found in the table on page 29. See our Task Force on Climate-Related Financial
Disclosures (“TCFD”) disclosure on page 30.
The table on page 29 shows IP Group’s annual energy consumption for global
operations, associated relevant greenhouse gas emissions and additional related
information. This encompasses energy and emissions from office use and has been
expanded beyond the minimum requirements to include emissions associated with
business travel, staff commuting and IT purchases.
The methodology used for the calculation of greenhouse gas emissions is the “GHG
Protocol Corporate Accounting and Reporting Standard”. An “operational control”
boundary has been applied. Carbon conversion factors have been taken from “UK
Government GHG Conversion Factors for Company Reporting – 2022”. Emissions are
reported as tCO
2
e. Scope 2 emissions are reported as “location-based”. Of our total
reported energy consumption, 105,858 kWh was directly related to our UK operations,
producing GHG emissions of 10.5 tCO
2
e, 74% of our total.
28 IP GROUP PLC ANNUAL REPORT 2025
MEANINGFUL IMPACT.
ESG DISCLOSURES
Energy consumption and emissions
2021 2022 2023 2024 2025 Difference vs 2024
On-site combustion (kWh) n/a n/a n/a n/a n/a –
Electricity (kWh) 169,604 122,880 92,245 110,365 110,162 (0.2)%
Road transport (kWh) 17,463 n/a n/a n/a n/a –
Total energy (kWh) 187,067 122,880 92,245 110,365 110,162 (0.2)%
Scope 1 emissions (tCO
2
e) – – – – – –
Scope 2 emissions (tCO
2
e) 41 24 19 29 14 (51.7)%
Scope 3 emissions (tCO
2
e) 42 103 331 218 178 (18.3)%
Total emissions (tCO
2
e) 83 127 350 247 192 (22.3)%
Emissions intensity
tCO
2
e/FTE 0.9 1.46 3.7 2.7 3.2 18.5%
Emissions intensity
tCO
2
e/m
2
0.05 0.15 0.4 0.3 0.2 (33.3)%
Emissions intensity
IP Group reports two metrics: emissions/staff number in FTE, and emissions per unit of
office floor area in m
2
. The resulting emission intensity calculations for 2025 are:
• 3.2 tCO
2
e/FTE
• 0.2 tCO
2
e/m
2
Our intensity metrics increased by 18.5% for FTE and fallen by 33.3% for office floor area.
Performance
Our Scope 2 emissions fell by 51.7% vs. 2024 due to the larger proportion of renewable
electricity in our purchased electricity. Scope 3 emissions fell by 18.3%, primarily as a
result of less emissions intensive business travel.
Energy efficiency actions
Our offices incorporate a number of energy-efficient technologies: the majority of
light fittings are low-energy LED, and motion sensors are installed to maximise energy
efficiency. Other appliances and large office equipment such as printers and laptops
are of energy-efficient design.
IP GROUP PLC ANNUAL REPORT 2025 29
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
IP Group’s carbon footprint and overall exposure to climate risk is low. Through our
investments we have an opportunity to contribute to the transition away from fossil
fuels and enable organisations and governments to meet their Net Zero goals sooner
and support the Paris Agreement on climate.
We are well positioned on each of the four elements of climate-related financial
disclosures recommended by the TCFD.
Governance
Our Board and various committees ensure active and ongoing oversight of the Group’s
management of climate-related risk and opportunities.
Strategy
Climate-related risks and opportunities are integrated into our broader Group-level
strategy and operational processes. The Group’s strategy, taking into consideration
different climate-related scenarios, is resilient. Our purpose focuses us on impact
and we back and support breakthrough science and technology companies with the
potential to create a better future for all, including businesses whose technologies
support action on climate.
Risk Management
We adopt a multi-faceted approach to understanding potential risks to our business
and portfolio companies and ensuring that appropriate mitigations and controls
are enacted for material issues. Climate-related risks are included in these efforts.
The Risk Council maintains the Group’s risk register and integrates ESG risks into the
principal risk framework, and reports to the Audit and Risk Committee and the Board
on a proportionate basis. ESG-related strategic-level risks are currently assessed as
low to medium and are not currently classed as material, but they remain under active
review.
Metrics and Targets
In the short term, we aim to become a Net Zero company by 2030 and aim to achieve
this ambition within this time frame by taking a pragmatic approach and using
high-quality carbon offsets in respect of Scope 2 and 3 emissions. We have already
reduced our overall operational emissions using various other strategies to date,
including the implementation of hybrid working, moving offices to more sustainable
premises, undertaking business travel only when necessary, and working with our
suppliers to reduce Scope 3 emissions. Whilst we believe that we should continue
to pursue emissions mitigation activities for Scope 3 emissions, given that fully
decarbonised aviation technologies will not be available at scale by 2030, we are
planning to meet our commitment to Net Zero in the short term using high-quality
carbon offsets.
In the medium to long term, we are investing in companies which are creating
low-carbon solutions, as demonstrated in the opportunities section on page 34.
Further, we do not invest, and do not intend to invest, in carbon-emitting infrastructure.
A summary of our compliance with the recommended TCFD disclosures can be found
on page 35.
Governance
Our approach to ESG and responsible investment and our related policies are
overseen by the Board.
The Board has delegated accountability for climate-related risk and strategy
(including monitoring our commitment to becoming a Net Zero company) to the
Executive Directors, with the CFOO (as chair of the ESG Committee) having overall
responsibility for ESG and climate matters. Our investment process considers
and incorporates ESG matters, including compliance with our Ethical Investment
Framework, which is overseen by our Ethics Committee. Our ESG Committee has
responsibility for the oversight and implementation of our ESG and Sustainability
policy, monitoring current ESG practices within our portfolio companies and
ensuring good stewardship and governance of our portfolio companies.
Committee mandates and responsibilities
Board
The Board oversees ESG and climate-related matters,
which take into account relevant climate-related
risks and opportunities, with the CFOO having overall
responsibility for such matters.
Key matters pertaining to ESG and climate-related risks
are discussed amongst the Executive Team and at the
Board. Relevant updates on the Group’s ESG activities,
as well as key matters or considerations with respect to
climate or broader ESG, are included in the CFOO update
to the Board.
Climate-related considerations are factored into the
broader IP Group risk management process and risk
register.
ESG Committee
The ESG Committee has responsibility for implementing
the Group’s ESG strategy, reviewing all key climate-
related risks and opportunities and overseeing all ESG
operational matters throughout the Group, assisted by
the Group’s legal team where necessary.
The Committee is chaired by the CFOO and attended by
a Non-executive Director, Director of Communications,
UK General Counsel, and representatives from our
investment partnerships and operational teams.
30 IP GROUP PLC ANNUAL REPORT 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
Strategy
IP Group carries out a climate risk and opportunities analysis of
its operations and most material companies. The methodology
used in our 2023 analysis aligned to the TCFD recommendations
and reporting framework. It considered a short-to medium-
term, and a long-term time horizon, and used Network for
Greening the Financial System (“NGFS”) scenarios to assess
physical and transition risks for different time horizons and
assess potential material financial impact on the organisation.
This work was updated in 2025 to account for changes to the
Group’s portfolio in the year and was found to be sound with no
material changes to risks or opportunities.
A summary of our approach and findings is provided below.
Time horizons: Due to the long-term nature of our investments
and given the size and stage of our companies we do not
anticipate material risks within a time horizon of less than five
years. Climate-related issues often manifest themselves over
the medium and longer terms and for this reason we looked at
periods over five years and up to ten years as medium term,
and over ten years as long term.
Scope: We considered key risks at our organisational level
(IP Group) in addition to key risks at an investment level (with
respect to our portfolio). The determination of risk assessed
both physical risks and transition risks.
NGFS scenarios tested: Orderly transition scenario; Disorderly
transition scenario; Hothouse world scenario.
Analysis approach:
Materiality analysis
Identify likely material sustainability issues for the Group and portfolio.
Scenario analysis
Overlay key material issues identified for physical and transition risks, across various scenarios
aligned with the NGFS for different time horizons.
Risk analysis
Gauge level of risks across physical and transition dimensions.
Disclosure
Summarise key findings and highlight mitigation actions for risks and actions with respect to
opportunities identified.
Global themes: Looking at the macro landscape, we see three
global themes relevant to us as a Group:
• Increasing societal imperative for climate mitigation
accelerating the demand for changes in industry structure
and social and economic reforms
• Increasing climate regulation
• Increasing capital flow into climate transition technologies
Overall conclusions:
• There were no red flags identified and overall climate risk
at Group and portfolio level is low. See summary tables on
pages 32 and 33
• Our Group and portfolio are highly resilient to the transition
to a lower-carbon economy consistent with a 1.5°C or lower
scenario, and additional scenarios consistent with increased
physical climate-related risks
• The portfolio is well positioned to benefit from this transition
due to its low exposure to climate-related risks and because
of the large number of companies whose core technology
and/or product offering address opportunities for energy
transition
• Climate-related R&D and innovation, expansion of low-
emission goods and services across the portfolio, and
successful investment in new technologies were identified
as the most material opportunities for IP Group. See page 34
Risk Management
Risks and resilience
Our risk analysis used quantitative
scoring for key material factors across
the three NGFS climate scenarios. We
used a time horizon extending to 2050
for physical risks and a time horizon of
2040 for transition risks.
IP Group risk summary
The 2023 analysis and subsequent
reviews have concluded that risk to
IP Group is low across all scenarios in
the following TCFD categories:
• Policy and legal risk (transition risks)
from increasingly stringent reporting
requirements around climate risk,
including TCFD and SECR
• Market risk and reputational risk
(transition risks) from failing to
incorporate climate change fully
into investment screening and due
diligence processes
• Acute risk and chronic risk
(physical risks) caused by business
interruption due to extreme
weather events taking electricity
or telecommunications networks
offline
IP GROUP PLC ANNUAL REPORT 2025 31
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
Climate scenarios
Risk description
Orderly
Transition
Disorderly
Transition
Hot House
World Mitigation measures
IP Group plc: Policy/legal risk from increasingly stringent
reporting requirements around climate risk, including TCFD
and SECR.
TCFD Risk category: Policy and Legal Risks (Transition Risks)
Ensure robust climate governance structure is in place,
which appropriately manages climate risks throughout the
organisation, including specifying which climate considerations
should be considered as part of pre-investment due diligence.
IP Group plc: Risk of failing to incorporate climate change fully
into investment screening and due diligence process.
TCFD Risk category: Market Risk and Reputation Risk
(Transition Risks)
Formalise the incorporation of climate change specific risk
screening questions in the pre-investment due diligence
process.
IP Group plc: Business interruption because of extreme weather
events taking electricity or telecommunications networks offline.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Develop back-up and resiliency plans which account for
potential impacts of climate change.
Portfolio: Risk of supply chain disruption, which limits the
availability of component parts required for manufacturing for
certain companies.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies to review supplier sourcing
strategies; encourage companies to develop contingency plans
for when one supplier is affected; and encourage companies to
avoid over concentration of risk with key suppliers.
Portfolio: Risk of increased cost of raw materials and
production costs.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies to explore whether certain inputs
can be substituted for others that may be more cost effective or
have higher availability; and encourage portfolio companies to
develop diversified supplier sourcing strategies.
KEY
Low
Low impact to overall business model/operations and
revenue streams. There is minimal, if any impact to the
operations/revenue streams and/financial position, of
the company.
Medium
Medium impact to business model/operations and
revenue streams. There could be some disruption, but
the business is able to adapt/mitigate and continue
operations. The core service/product offering and/or
financial position, is not impacted.
High
There could be a major impact to either the operational
capability and/or products and services. The company suffers
severe disruption to its operations and revenue streams as
well as financial position due to the impact of climate change
and the transition to a greener economy, requiring a major
pivot with respect to its core products or services.
32 IP GROUP PLC ANNUAL REPORT 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
Climate scenarios
Risk description
Orderly
Transition
Disorderly
Transition
Hot House
World Mitigation measures
Portfolio: Risk of product failure due to extreme weather
conditions driven by climate change for companies with
products operating in harsh environments exposed to extreme
weather conditions.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Review product design and testing with portfolio companies
that may be exposed to this risk.
Portfolio: Reputational risks associated with the
decommissioning, recycling and non-recyclable waste
associated with renewable energy products and/or energy
storage systems e.g. fuel cells and batteries.
TCFD Risk category: Policy and Legal Risks, Reputational Risks
(Transition Risks)
Support portfolio companies to develop business models
and strategies that reduce waste and encourage re-use and
facilitate recycling.
Portfolio: Risks to product deployment where companies are
exposed to harsh weather conditions that may be exacerbated
by climate change.
TCFD Risk category: Acute Risk and Chronic Risk (Physical Risks)
Support portfolio companies where this risk may apply to factor
climate conditions into product design and testing.
Portfolio risk summary
Following the 2025 testing we have adjusted our portfolio company risk summary
table. The overall number and distribution of material companies in the portfolio have
changed due to the valuations of our portfolio companies, including the addition of
the Zihipp licences. These portfolio changes did not have a material impact on our
overall key risk profile.
No company in our analysis breaches the high-risk threshold across both the physical
and transition risk assessments and over the various scenarios that were used.
Investment theme
Sum of total
risks
Number of
companies
Average
risk
CleanTech 48 4 12
HealthTech 112 6 18.7
DeepTech 17 1 17
KEY
Low
Low impact to overall business model/operations and
revenue streams. There is minimal, if any impact to the
operations/revenue streams and/financial position, of
the company.
Medium
Medium impact to business model/operations and
revenue streams. There could be some disruption, but
the business is able to adapt/mitigate and continue
operations. The core service/product offering and/or
financial position, is not impacted.
High
There could be a major impact to either the operational
capability and/or products and services. The company suffers
severe disruption to its operations and revenue streams as
well as financial position due to the impact of climate change
and the transition to a greener economy, requiring a major
pivot with respect to its core products or services.
IP GROUP PLC ANNUAL REPORT 2025 33
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
Categorising our opportunities
Climate-related R&D and innovation, expansion of low emission goods and services across the portfolio, and successful investment
in new technologies were identified as the most material opportunities for IP Group based on the size of the opportunity and the
ability to execute it. These opportunities fell into the following categories:
Opportunity context TCFD categories
Low-carbon
energy
generation
We expect to see a continuing increase in demand for low-carbon energy generation,
such as fusion energy, as the world transitions to zero carbon. We also expect to see
significant demand for small-scale, localised wind energy generation.
Portfolio companies in this category: First Light Fusion, Hysata, OxCCU
• Products and
services
• Markets
• Energy source
Energy use
reduction
In addition to a different energy paradigm, there will also be a drive for reduction and
efficiency in energy usage. This will be from both a retail perspective as homeowners
seek to lower their energy costs and reduce emissions, as well as in industrial
applications and the transport sector.
Portfolio companies in this category: Helio Display Materials, Mixergy
• Products and
services
• Markets
• Resource
efficiency
Energy storage
There will be growing need for storing various forms of renewable energy from
solar, wind and hydrogen. We see a significant opportunity as demand for fuel cell
technology grows and we expect the demand for low-cost and long-duration fuel
cell storage will grow significantly as the world decarbonises and electric vehicles
proliferate.
Portfolio companies in this category: RFC Power, Nexeon
• Products and
services
• Markets
• Resource
efficiency
Carbon capture
and water
availability
There will be increasing demand for emissions reduction technologies including
carbon capture and growing demand for technologies that help in the conservation,
cleaning and filtering of water.
Portfolio companies in this category: Alithic, ElectraLith
• Products and
services
• Markets
• Resource
efficiency
Integrating climate risks and opportunities into businesses,
strategy and financial planning
We have established two key strands to integrate climate risks and opportunities into business strategy and financial planning:
• Reduce and mitigate climate risk by integrating assessment findings into our Group risk management process. See our risk
management process on page 37
• Capitalise on climate opportunities by leveraging our insight, relationships, capital and expertise to continue to build our
CleanTech portfolio
Metrics and Targets
Our finance team monitors the number
of CleanTech investments in our portfolio
and overall portfolio balance between
CleanTech and other investments.
In terms of business operations, we aim
to become a Net Zero company by 2030,
based on the emissions we are able to
measure:
• Scope 1: We do not have Scope 1
emissions
• Scope 2: We measure and disclose
Scope 2 emissions for our operational
boundary
• Scope 3: We measure and disclose
business travel and commuting as
part of Scope 3. For Scope 3, the
Group does not currently collate data
on financed emissions, but we are
working towards doing so in future.
As our overall emissions are very low, an
intensity ratio allows us to better gauge
our energy efficiency and overall strategy
to increase energy efficiency, as well as
make cross-industry comparisons. We
use the following intensity metrics:
• tCO
2
e/FTE (full time equivalent
employee)
• tCO
2
e/m
2
(of office space)
See page 29 for our energy and
emissions disclosure.
34 IP GROUP PLC ANNUAL REPORT 2025
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES.
KEY
Full
Partial
Omitted
IP Group considers climate-related risk to be financially immaterial
in the context of the Company’s overall financial statements.
IP Group has complied with the requirements of UK LR 6.6.6(R)8(a)(b) and the Companies Act Section 414CA by including climate-related financial
disclosures consistent with the TCFD recommendations and recommended disclosures. We have considered Section C Guidance for All Sectors, and
Section E of the TCFD Annex entitled “Supplemental Guidance for Non-Financial Groups” in developing this disclosure. The table below describes our
compliance with each area of the disclosure and where this information can be found in this Annual Report.
Section Recommendation
2025
disclosure
level Reference
Governance
Disclose the organisation’s
governance around climate-
related risks and opportunities.
Describe the Board’s oversight of climate-related risks and opportunities.
Page 30
Describe management’s role in assessing and managing climate-related risks and
opportunities.
Page 30
Strategy
Disclose the actual and
potential impacts of climate-
related risks and opportunities
on the organisation’s businesses,
strategy and financial planning
where such information is
material.
Describe the climate-related risks and opportunities the organisation has identified
over the short, medium and long term.
Page 32
Describe the impact of climate-related risks and opportunities on the
organisation’s businesses, strategy and financial planning.
Page 31
Describe the resilience of the organisation’s strategy, taking into consideration
different climate-related scenarios, including a 2°C or lower scenario.
Page 31
Risk Management
Disclose how the organisation
identifies, assesses and
manages climate-related risks.
Describe the organisation’s processes for identifying and assessing climate-
related risks.
Page 31
Describe the organisation’s processes for managing climate-related risks.
Page 31
Describe how processes for identifying, assessing and managing climate-related
risks are integrated into the organisation’s overall risk management.
Page 31
Metrics and Targets
Disclose the metrics and targets
used to assess and manage
relevant climate-related risks
and opportunities where the
information is material.
Disclose the metrics used by the organisation to assess climate-related risks and
opportunities in line with its strategy and risk management processes.
Page 34
Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 GHG emissions, and the
related risks.
Page 29
Describe the targets used by the organisation to manage climate-related risks and
opportunities, and performance against targets.
Page 34
IP GROUP PLC ANNUAL REPORT 2025 35
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
RISK MANAGEMENT.
Managing risk: our framework for balancing risk and reward
Governance
Overall responsibility for the risk framework and
definition of risk appetite rests with the Board which,
through regular review of risks, ensures that risk exposure
is balanced with an ability to achieve the Group’s
strategic objectives. The IP Group Risk Council is the
Executive body that operates to establish, recommend
and maintain an appropriate risk management
framework for the Group and to oversee the effective
application of the framework across the business.
The Risk Council is chaired by the CFOO, its members
include the Company Secretary, Finance Director and
Group Risk Officer, and it has representation from
operational business units as required during the year.
Risk identification is carried out through a bottom-up
process via operational risk registers maintained by
individual teams, which are updated and reported to
the Risk Council at least annually. There is additional
top-down input from Executive Management, with a
Non-executive review carried out by the Audit and Risk
Committee at least annually.
Risk management process
Ranking of the Group’s risks is carried out by combining
a scoring of their impact and likelihood. Operational risks
are aggregated into strategic risks, which identifies key
themes, and ultimately informs our principal risks, which
are described in the principal risks and uncertainties
section of this report. The operations of the Group, and
the implementation of its objectives and strategy, are
subject to a number of principal risks and uncertainties.
Were more than one of the risks to occur together, the
overall impact on the Group may be compounded.
The design and ongoing effectiveness of the material
controls over the Group’s principal risks are documented
using a “risk and control matrix”, which includes an
assessment of the design and operating effectiveness
of the controls in question. The material controls over the
Group’s identified principal risks are reviewed as part of
the Group’s risk management process, by management,
the Audit and Risk Committee and the Board during
the year. However, the Group’s risk management
programme can only provide reasonable, not absolute,
assurance that principal risks are managed to an
acceptable level.
Risk management activity in 2025 included updating
the Group’s existing operational, strategic and principal
risk registers; updating and testing the material controls
over principal risks; and the appropriateness of our
principal risks and discussion of emerging risks via a
Board risk workshop.
Risk Council activity
During 2025, the Risk Council continued to oversee
the Group’s existing risk management framework,
enhancing risk management and internal control
processes and, in doing so, supported the Board
in exercising its responsibility surrounding risk
management.
During the year, the Risk Council focused on developing
the implementation plan for the revised UK Corporate
Governance Code, released in January 2024, which
introduced new review and reporting requirements for
material controls (“Provision 29 requirements”) effective
for financial years beginning on or after 1 January 2026.
As part of this work, the Risk Council held further
PwC-facilitated workshop sessions to finalise the Group’s
list of material operational, financial, compliance and
non-financial reporting controls aligned to the Group’s
identified material risks. PwC was also engaged to
perform control design and operating effectiveness
testing, while the Risk Council worked closely with control
owners to address areas requiring improvement. In
2026 the Risk Council will shift its focus to regular testing
of the Group’s material controls to firmly embed the
new regime and ensure that any issues identified are
resolved promptly.
Other areas of focus for the Risk Council during the year
included:
• Review of consolidated operational risk registers
following annual updates
• Monitoring the completion status of remediation
points raised by a 2024 internal audit review
• Review of the results of an annual testing of the
Group’s material controls performed by PwC’s
internal audit team
• Facilitating Executive team and Board risk workshops
• Monitoring of the Group’s key risk indicators
• Discussing material controls, developments in
the year and emerging risks with the Head of IT &
Operations and the People Director in respect of
Group’s cyber and people risks respectively
• Review of the Group’s Cyber Crisis Response
Framework and oversight of annual simulation
training
• Other procedural matters including overview of the
completion status of e-learning programmes, review
of the Group’s conflicts register and review of gifts
and hospitality as part of our anti-bribery controls
The Risk Council was supported during the year by PwC’s
Internal Audit team which conducted testing work on
the design and operating effectiveness of the Group’s
material controls over its principal risks and advised on
the implementation of the UK Corporate Governance
Code 2024 Provision 29 requirements as set out above.
36 IP GROUP PLC ANNUAL REPORT 2025
Oversight and challenge by the
Risk Council, central functions
and management
Independent assurance
Board
Risk Council
Collated risk
registers
Executive
Management
HR
Finance
IT
Legal, Cosec & ESG
Communications &
Investor Relations
Australia
Parkwalk
Audit and Risk Committee
Frontline operations
Output of internal audit
resource utilised
Consolidation, analysis, reporting, oversight
Challenge, feedback, learning
Direct
reporting
Review and
challenge
First line of defence Third line of defenceSecond line of defence
Central functions
01 02 03
IP Capital
UK investment
partnership
HealthTech
DeepTech
CleanTech
RISK MANAGEMENT.
IP GROUP RISK MANAGEMENT FRAMEWORK
IP GROUP PLC ANNUAL REPORT 2025 37
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
RISK MANAGEMENT.
Impact
Likelihood
1
2
5
3
6 4
7
Principal and emerging risks
A summary of the principal risks affecting the Group
and the steps taken to manage these is set out in this
section. Further discussion of the Group’s approach to
principal risks and uncertainties is given on page 67
of the Corporate Governance Statement and page 93
of the Audit and Risk Committee Report, while further
disclosure of the Group’s financial risk management
is set out in note 4 to the consolidated financial
statements. Following the 2025 annual review process,
the heatmap below describes the relative potential risks
posed by each of the Group’s identified principal risks
ranked in terms of relative impact and relative likelihood.
As part of the Group’s preparation for the forthcoming
internal controls regime, a workstream to identify the
Group’s material risks was undertaken. This assessment
reviewed all existing strategic level risks to the Group
and from this list approximately 25% of these met
the threshold for materiality. None of the strategic
risks identified as material mapped to the Group’s
“Operations” principal risk, the risk that the Group may
be negatively impacted by operational issues both from
a UK central and international operations perspective,
indicating that this risk was no longer material to the
Group. The Executive team noted that its potential
impact had significantly reduced, the relevance of
the risk had diminished following the discontinuation
of the Hong Kong business launch and the successful
establishment of the Australian business had
substantially lowered the likelihood of occurrence. The
Board considered these findings at its December 2025
risk workshop and agreed to remove the “Operations”
principal risk.
Risk appetite
The Group accepts that certain risks are inherent in
achieving its strategic aims, which are set out in the
Strategy section of the report on page 12. The Group
accepts risk provided it is consistent with the Group’s
purpose and strategy, and where it can be effectively
managed and offers an appropriate trade-off between
risk and reward. The Board has determined its risk
appetite in relation to each of its principal risks and
considered appropriate metrics to monitor performance
relative to defined thresholds.
Principal risks:
1
Insufficient capital: plc
2
Insufficient capital: portfolio
3
Insufficient returns
4
People
5
Macroeconomic environment
6
Legislation/regulation
7
Cyber and IT security
2025 principal risk scoring
Emerging risks
The Group identifies and monitors emerging risks
through regular updates to the Group’s operational
risk registers, horizon scanning and risk-severity
assessments. In 2025, the Group considered several
themes that, while related to existing principal risks,
reflected new developments or shifts in the external
environment that could alter their potential impact or
likelihood. Areas monitored during the year included: (1)
valuation and market risks associated with a potential
correction in public markets should AI-related stocks
under-deliver, which could affect sentiment and
comparables for venture portfolios risk to the Group
in the longer term. (2) funding and ecosystem risks,
notably the increasing shortage of UK scale-up capital
and the growing trend of early-stage companies
considering re-domiciling to the US. (3) Broader
economic, societal, geopolitical and regulatory shifts
that, while encompassed within existing principal
risks, have shown signs of accelerating and therefore
required enhanced monitoring.
Risk appetite ratings defined:
Very low
Following a marginal-risk, marginal-reward approach
that represents the safest strategic route available
Low
Seeking to integrate sufficient control and mitigation
methods in order to accommodate a low level of risk,
though this will also limit reward potential
Balanced
An approach which brings a moderate chance of
success, considering the risks, along with reasonable
rewards, economic and otherwise
High
Willing to consider bolder opportunities with higher levels
of risk in exchange for increased business payoffs
Very high
Pursuing high-risk, inherently uncertain options that
carry with them the potential for high-level rewards
38 IP GROUP PLC ANNUAL REPORT 2025
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
01
Risk appetite Change from 2024
The Group may have
insufficient capital to deliver
its investment strategy
The Group’s business model
relies on the recycling of
capital for reinvestment from
realisations, with a proportion of
realisations also being allocated
to shareholder returns. In the
longer term, other sources
including debt and equity
issues may be used to manage
the Group’s capital position.
The ability of the Group to
deliver realisations and raise
additional funding is influenced
by macroeconomic and capital
market conditions.
Actions taken by management
• The Group has significant balance sheet capital and managed funds
capital to deploy in portfolio opportunities
• The Group regularly forecasts cash requirements of the portfolio to
ensure that the Group’s investment plans reflect currently available
capital and expected realisations
• The Group actively monitors compliance with the NPA covenants on an
ongoing basis and maintains an ongoing dialogue with its noteholders
Link to strategy
Access to sufficient capital allows
the Group to deliver its investment
strategy thereby delivering
attractive financial returns
Developments during the year
• Cash proceeds from investments totalled £68.1m in 2025
• The Group raised £29.0m of third-party funds during 2025
• The Group remains well positioned to benefit from the Mansion House-
related reforms. Investor engagement and fundraising capability were
enhanced during the year
• Hinge Health completed its IPO on NYSE in 2025, increasing the liquidity
position of the portfolio
• We continue to maintain an active dialogue with the Group’s major
equity investors and debt investors
• The Group’s share price continued to trade below NAV during the year
• The quoted portfolio value saw a fair value increase of £4.1m in the year
Examples of risk
• The Group may not be able to
provide the necessary capital
to key assets, which may
affect the portfolio companies’
performance or dilute future
returns of the Group
• The Group may not be able to
realise capital from its portfolio
to fund the desired level of
investment activity in the
portfolio
IP GROUP PLC ANNUAL REPORT 2025 39
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
02
Risk appetite Change from 2024
It may be difficult for the
Group’s portfolio companies
to attract sufficient capital
Many of the Group’s portfolio
companies are in their
development or growth phases
and will fund their growth
through raising additional
capital from IP Group and other
co-investors. The ability of
portfolio companies to attract
further capital is influenced by
their financial and operational
performance and the general
economic climate and trading
conditions, particularly in the UK.
Actions taken by management
• The Group maintains Board representation on the majority of its portfolio
companies and monitors their funding position and plans
• The Group regularly forecasts cash requirements of the portfolio and
tracks those with a heightened funding risk
• The Group operates a corporate finance function, which is experienced
in carrying out fundraising mandates for portfolio companies
• The Group maintains close relationships with a wide variety of co-
investors that focus on companies at differing stages of development
Link to strategy
Access to sufficient levels of
capital allows the Group’s portfolio
companies to invest in technology
and commercial opportunities to
ensure future financial returns.
Development during the year
• The Group’s portfolio raised £914m in 2025, with £70.3m (7.7%) of this
funding being provided by IP Group
• IP Capital worked on 5 corporate finance engagements during the year
• Excluding the Oxford Nanopore holding, the Group held board seats on
88.6% of portfolio companies valued at greater than £5m by value
• Our third-party funds had capital to deploy of £64.1m at year end
• IP Group hosted its 2025 Capital Markets Day offering investors a
comprehensive update on company performance, portfolio progress
and strategic positioning in the UK deeptech ecosystem.
• We continued international investor roadshows in the year in the US, UK,
EU and Middle East
Examples of risk
• Portfolio companies may not be
able to close investment rounds,
reducing their ability to scale
quickly and in extremis leading
to company failure
• Reduced investor appetite may
lead to lower valuation funding
rounds, resulting in an unrealised
fair value loss in the value of the
Group’s holding
• Lack of investor appetite for
IPOs may mean that this is
not a viable funding option for
portfolio companies in the short
to medium term
40 IP GROUP PLC ANNUAL REPORT 2025
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
03
Risk appetite Change from 2024
The returns generated by
the Group’s portfolio may be
insufficient
The Group’s portfolio of
science-based businesses
has the potential to deliver
outsize returns, however, they
are by their nature riskier than
more stable, lower-yielding
asset classes or companies.
The Group may not realise a
sufficient return on its invested
capital at an individual
company or overall portfolio
level.
Actions taken by management
• The Group’s employees have significant experience in sourcing,
developing and growing early-stage technology companies to
significant value
• There is a rigorous process for the approval of investments and
divestments within a delegated authority framework
• Members of the Group’s investment teams typically serve as non-
executive directors to portfolio companies to help identify and remedy
critical issues
• The Group has portfolio company holdings across different sectors to
reduce the impact of a single company failure or sector decline
• The Group employs a capital-efficient process deploying low levels of
initial capital to enable identification and mitigation of potential failures
at the earliest possible stage
Link to strategy
Insufficient investment returns
reduce the Group’s ability to deliver
attractive returns to shareholders
and may also limit the Group’s
ability to raise additional capital.
Development during the year
• We completed three new balance sheet investments during the year,
and a further 15 within Parkwalk
• Excluding the Oxford Nanopore holding, the Group held board seats on
88.6% of portfolio companies valued at greater than £5m by value
• The Group’s IP licence portfolio, most notably its economic interest
in Zihipp, increased materially in the year following rapid clinical
development by Metsera and its acquisition by Pfizer in November 2025
Examples of risk
• Portfolio company failure directly
impacts the Group’s value and
profitability
• Concentration of value within
a small number of companies
could exacerbate the impact of
any impairment or failure of one
or more of these companies
• The value of the Group’s drug
discovery and development
portfolio companies may be
significantly impacted by a
negative clinical trial result
IP GROUP PLC ANNUAL REPORT 2025 41
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
04
Risk appetite Change from 2024
The Group may lose
key personnel or fail to
attract and integrate new
personnel
The industry in which the Group
operates is a specialised area
and the Group requires highly
qualified and experienced
employees. There is a risk that
the Group’s employees could
be hired by competitors or other
technology-based companies
and organisations or could
otherwise choose to leave the
Group.
Actions taken by management
• Detailed succession plan in place for all senior employees and other
selected key-person dependencies
• Regular compensation benchmarking carried out for all employees
• Maintenance of a balanced incentive package comprising a mix of
salary, benefits, performance-based long-term incentives, and benefits
such as flexible working and salary sacrifice arrangements
• The Group encourages employee development and progression through
targeted learning and development activity, coaching and mentoring
and supports this through the annual appraisal process
• The Group promotes an open culture of communication and provides an
inspiring and challenging workplace where people are given autonomy
to do their jobs. The Group is fully supportive of flexible working,
empowering employees to work where and how works best to deliver
against the requirements of their role
• An employee forum, “IP Connect”, with an appointed designated Non-
executive Director to facilitate dialogue with the Board in both directions.
Part of IP Connect’s remit is also to support the evolution of the culture
and continuous improvement of working life at the Group
Link to strategy
The Group’s strategic objective
to develop and scale a portfolio
of compelling science-based
businesses capable of delivering
attractive financial returns on our
assets, is dependent on the Group’s
employees who work with the
portfolio companies and those who
support them.
Development during the year
• Continued excellent employee engagement scores obtained in the
year from employee engagement surveys, with eNPS of +30 remaining
broadly consistent with the previous year (2024: +31), which is within the
“very high” category
• Continued high frequency of employee communications from Executive
Directors, People Director and other leadership team members via
regular virtual and in-person all-staff meetings
• Approximately 66% of employees in place at 31 December 2025 have
been with the Company for at least five years
• The Group experienced a higher number of regretted leavers within its
investment teams than in previous years (2025: 3; 2024: 1)
Examples of risk
Loss of key executives and
employees of the Group or an
inability to attract, retain and
integrate appropriately skilled and
experienced employees could have
an adverse effect on the Group’s
competitive advantage, business,
financial condition, operational
results and future prospects.
42 IP GROUP PLC ANNUAL REPORT 2025
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
05
Risk appetite Change from 2024
Macroeconomic conditions
may negatively impact the
Group’s ability to achieve its
strategic objectives
Adverse macroeconomic
conditions including volatility in
interest rates and inflation could
reduce appetite for investment
within the sectors in which we
operate. Geopolitical uncertainty
including global conflicts
may impact the cost of raw
materials; changes to the labour
market regulations may reduce
the availability of highly skilled
staff within the Group’s portfolio;
and protectionist policies may
reduce trade and cross-border
investment.
Actions taken by management
• Senior management receive regular capital market and economic
updates from the Group’s capital markets team and its brokers
• Regular capital allocation process and ongoing monitoring against
agreed budget
• Regular oversight of upcoming capital requirements of portfolio from
both the Group and third parties
• The Group’s Risk Council monitors key macroeconomic trends that may
impact the Group
Link to strategy
The Group’s strategic objective to
develop a portfolio of commercially
successful portfolio companies and
deliver attractive financial returns
on our assets and third-party
funds can be materially impacted
by the current macroeconomic
environment.
Development during the year
• Macroeconomic conditions continued to stabilise throughout 2025,
with easing inflation across major advanced economies supporting
expectations of a gradual shift toward monetary loosening. In the UK,
annual CPI inflation declined to 3.2% in November 2025, its lowest level in
eight months, indicating continued but incomplete progress toward the
2% target. The Bank of England reduced the UK base interest rate to 3.75%
in December down from 4.50% earlier in the year, reflecting a gradual
shift toward monetary easing as inflation moderated
• Geopolitical tensions persisted in 2025. Global conflicts and renewed
trade frictions, including heightened tariff uncertainty following the US
political transition, continued to shape market sentiment and contribute
to wider macroeconomic uncertainty
• The Group has maintained significant cash reserves available for
investment and as such is well placed to respond to macroeconomic
uncertainty
Examples of risk
• The success of those portfolio
companies that require
significant external funding may
be influenced by the market’s
appetite for investment in early-
stage and growth companies
• Of the Group’s portfolio value,
13% is held in companies quoted
on public markets and therefore
subject to market price volatility
IP GROUP PLC ANNUAL REPORT 2025 43
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
06
Risk appetite Change from 2024
There may be changes to,
impacts from, or failure to
comply with, legislation,
government policy and
regulation
There may be negative impacts
from changes in government
policy, regulation or legislation
and taxation. The Group may fail
to comply with legislation and
regulation, leading to financial
and reputational damage.
Actions taken by management
• The Group utilises professional advisors as appropriate to support
its monitoring of, and response to changes in, tax, insurance or other
legislation
• The Group delivers regular training in areas including bribery and anti-
money laundering and regulatory compliance
• The Group has internal policies and procedures to ensure its compliance
with applicable regulations
• The Group maintains Directors and officers (“D&O”) and professional
indemnity insurance policies
• The Group responds to public consultations and is in dialogue with the UK
Government in policy areas such as the Enterprise Investment Scheme
Link to strategy
The Group’s strategic objectives
of creating and maintaining a
portfolio of compelling opportunities
to deliver attractive returns for
shareholders could be materially
impacted by failure to comply with,
or adequately plan for, a change
in legislation, government policy or
regulation.
Development during the year
• Ongoing focus on regulatory compliance, including third-party reviews
and utilisation of specialist advisors
• The Government announced it will increase EIS and Knowledge Intensive
company investment limits, part of a wide package of entrepreneurship
measures aimed at supporting start-up and scale-up investment
Examples of risk
• Changes to tax legislation
or the nature of the Group’s
activities, in particular in relation
to the Substantial Shareholder
Exemption, may adversely
affect the Group’s tax position
and accordingly its value and
operations
• Regulatory changes or
breaches could ultimately lead
to withdrawal of regulatory
permissions for the Group’s
authorised subsidiaries, resulting
in loss of fund management
contracts, reputational damage
or fines
44 IP GROUP PLC ANNUAL REPORT 2025
KEY
Strategic pillars
Have an impact
on the world
that counts
Develop our
unique insight,
expertise
and access
Accelerate value
creation
Build a truly
differentiated
reputation
Be a home for
exceptional talent
Change from 2024
Increase
Decrease
No change
Risk appetite
Very low
Low
Balanced
High
Very high
RISK MANAGEMENT.
07
Risk appetite Change from 2024
The Group and its portfolio
companies may be
subjected to cyber attacks
A significant cyber/information
security breach either within
the Group or one of its portfolio
companies could result in
financial and reputational
damage, business disruption
and the loss of commercially
sensitive information.
Actions taken by management
• The Group reviews its data and cybersecurity processes with its external
outsourced IT providers and applies the UK Government’s “ten steps”
framework or other national equivalents where relevant
• Regular IT management reporting framework in place
• Internal and third-party reviews of policies and procedures to ensure
appropriate framework in place to safeguard data
• Assessment of third-party suppliers of cloud-based and on-premises
systems in use
• Annual cyber and IT training is supplemented by regular bite-sized and
interactive cybersecurity training
• Network and infrastructure security systems to respond to emerging
threats
• Strategic-level legal and external communications resource to
supplement the Group’s response resources in the event of a serious
cyber incident
Link to strategy
The Group’s strategic objectives
of creating and maintaining a
portfolio of compelling opportunities
to deliver attractive returns for
shareholders could be materially
impacted by a serious cybersecurity
breach at a corporate or portfolio
company level.
Development during the year
• Ongoing focus on IT security and staff training
• Continued programme of phishing and penetration testing
• Implementation of additional cybersecurity systems to provide
enhanced threat detection
• A cyber attack simulation was undertaken in the year to rehearse the
response to a serious cyber incident
Examples of risk
• The Group, or one, or a
combination of, its portfolio
companies could face
significant fines from a data
security breach
• The Group or one of its portfolio
companies could be subjected
to a phishing attack, which
could lead to invalid payments
being authorised or a sensitive
information leak
• A malware or ransomware
attack could lead to systems
becoming non-functioning and
impair the ability of the business
to operate in the short term
IP GROUP PLC ANNUAL REPORT 2025 45
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
VIABILITY STATEMENT.
The Directors have carried out a robust assessment
of the viability of the Group over a three-year period
to December 2028, considering its strategy, its current
financial position, its principal risks and its emerging
risks. The three-year period reflects the time horizon
reviewed by the Board, and over which the Group
places a higher degree of reliance over the forecasting
assumptions used.
The strategy and associated principal risks underpin
the Group’s three-year financial plan and scenario
testing, which the Directors review and approve at
least annually. As a business that seeks to accelerate
the impact of science for a better future through our
portfolio companies, our business model seeks to
balance cash investments, the generation of portfolio
returns and portfolio realisations. The three-year plan is
built using a bottom-up model using assumptions for:
• the level of portfolio investment
• the level of realisations from the portfolio
(net of carried interest payments)
• the financial performance (and valuation) of the
underlying portfolio companies
• the Group’s drawdown and repayment of its debt
• the Group’s ability to raise further capital
• the level of the Group’s net overheads and
• the level of dividends and share buybacks
Of the Group’s principal risks, those relating to
insufficient capital (both Group and portfolio
companies), insufficient investment returns and
macroeconomic conditions are deemed to be the most
relevant to the Group’s viability assessment, due to their
potential to impact the Group’s liquidity position and
net asset position, both of which directly impact the
level of headroom over the Group’s debt covenants.
Other principal risks including personnel risk; legislation,
governance and regulation and; cyber and IT could all
have an impact on the Group’s performance but are
less likely to have a direct impact on viability within the
assessment period.
To assess the impact of the principal risks highlighted
above on the prospects of the Group, the financial
plan is stress-tested by modelling severe, but plausible,
and intermediate downside scenarios, where adverse
impacts across the Group’s principal risks relating to
insufficient capital, insufficient investment returns, and
macroeconomic conditions were considered as part of
the review. Under the severe downside scenario, an 80%
reduction in planned realisations and a £54m decline
in portfolio fair values were considered together with a
series of mitigating actions, including reducing planned
levels of investment, suspension of share buybacks from
2026, distressed sales of assets and the repayment of
the Group’s debt.
Under these stress-testing scenarios, significant
reductions to portfolio investments are made to
preserve the Group’s remaining cash balances. In
all scenarios modelled, the Group remains solvent
throughout the three-year period with no breach of debt
covenants or a “cash trap period” occurring. See note 20
for further details on cash trap arrangements.
Based on this assessment, the Directors have a
reasonable expectation that the Group will continue to
operate and meets its liabilities, as they fall due, up to
December 2028.
46 IP GROUP PLC ANNUAL REPORT 2025
WORKING WITH THE GROUP’S STAKEHOLDERS.
Statement by the Directors in
performance of their duties
in accordance with s172(1)
Companies Act 2006
The Directors of IP Group plc consider that they have
acted both individually and together as a Board in the
way that would be most likely to promote the success of
the Company for the benefit of its members as a whole.
This statement describes how the Board has had regard
to the matters set out in s172(1) (a) to (f) Companies
Act 2006 (“s172”) when performing its duties for the year
ended 31 December 2025.
Engaging with stakeholders
Engaging and maintaining open channels of
communication with the Group’s stakeholders is an
integral part of its business and critical to ensuring its
future success. The Group engages with its stakeholders
in many forms, which allows for flexibility in the
methods of engagement and enables the Company
to facilitate constructive two-way engagement with its
multiple stakeholders.
The following table sets out how the Group actively
engages with its key stakeholders in a way that enables
the Group’s senior executives and Board members
to understand the potential impact of their decisions
and actions on those stakeholders. Further, such
engagement enables the Group to be responsive to
matters raised by key stakeholders and feed back to
them how their views have been taken into account.
Shareholders
Employees
Portfolio
companies
Universities,
academics
and research
institutions
Environment
and wider
community
Debt
holders
Inventors,
founders and
entrepreneurs
Regulators
Brokers and
advisors
Governance
bodies including
proxy advisors
Third-party
fund investors
and portfolio
co-investors
IP GROUP PLC ANNUAL REPORT 2025 47
STRATEGIC REPORT
BUSINESS OVERVIEW OUR GOVERNANCE OUR FINANCIALS
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
Shareholders
s.172(1)
A
E
F
To ensure that:
• shareholders have a
good understanding
of and confidence in
the Group’s strategy,
performance, purpose
and culture and that the
Group’s strategy remains
focused on delivering
returns to shareholders
• the Group fosters and
maintains open and
constructive relationships
with its shareholders
• the Board understands
the issues that are
important to its
shareholders
• the Board can seek
to act fairly between
shareholders of the
Company
• Direct meetings/calls with individual
shareholders, primarily with the Chair,
Senior Independent Director, Executive
Directors and senior management
• Direct shareholder access to the Chair,
Senior Independent Director and
Board Committee Chairs relating to
matters within the relevant committee’s
mandate
• Results announcements, investor
roadshows and presentations
in person and broadcast via the
“Investormeetcompany” platform to
enable broad audience engagement
and real-time Q&A
• Group capital market and sector
showcase events which in 2025
included the annual Group Flagship
Event at the Royal Society of Chemistry
• Broker-facilitated investor forums/
conferences
• The Group’s website, with investors
being able to sign up to regulatory and
portfolio company alerts
• Meetings with analysts and feedback
from the Group’s brokers
• Annual General Meeting (“AGM”), with
the 2025 AGM streamed live on the
“Investormeetcompany” platform.
Shareholders were also able to submit
questions in advance of the 2025 AGM
• Annual Report and Accounts
• RNS and RNS Reach announcements
• Shareholder circulars
• Dedicated IR and company secretarial
mailboxes ([email protected] and
• Closer and more direct links between
shareholders and the Board, which
has enabled the Board to gain a
better understanding of shareholder
expectations on the matters that
have been most important to them
in 2025; including strategy, financial
performance, board composition,
operating costs, capital allocation,
shareholder returns and share price/
discount to NAV
• Enabled broader audience engagement
and the ability to engage in a real-time
Q&A with shareholders on a number of
occasions through the year
• Shareholder views communicated
during results roadshows/AGM Q&A as
well as in-person meetings have been
specifically taken into account in the
following Board decisions:
i. Board decision to increase the
proportion of realisations returned
to shareholders in 2025 through
the share Buyback programme, as
detailed on page 11; and
ii. Supportive shareholder input
received regarding access to
third-party capital.
48 IP GROUP PLC ANNUAL REPORT 2025
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
Employees
s.172(1)
A
B
E
To be an attractive home
for exceptional talent, which
is critical to achieving the
Group’s strategy and vision.
Meaningful engagement
with employees also helps
to foster a strong and
supportive culture.
• IP Connect employee workforce forum,
which was consulted on matters such
as Executive remuneration and working
practices, and provided feedback to the
Board in 2025
• Designated Non-executive Director for
employees who, alongside the Group
People Director, attends all IP Connect
meetings and has one-to-one meetings
with staff on an individual basis
• Regular all-staff meetings in person and
via video conference, with questions
encouraged
• Annual all-staff events and regular staff
social events
• Fortnightly all-staff emails from the CEO
• Staff intranet
• Global third-party-hosted anonymous
“speaking up” hotline and web
reporting tool
• Regular anonymised engagement
surveys throughout the year
• Internal training sessions
• Women’s Networking Group and
associated events and initiatives/
development sessions
• Internal reverse mentoring scheme
• Provided valuable input to the Board as
part of the renewal of the Remuneration
Policy in early 2025 and reassurance
that the structure was understood and
supported by employees
• Feedback from employees through IP
Connect and employee surveys to the
Board on working practices led to an in-
office working trial
• Nearly 90% of employees believe our
culture is one in which diversity and
diverse perspectives are valued, and
96% of employees indicate that their
views are respected by colleagues
• Our Diverse Minds Mentorship
programme (“DMM”), a bespoke
reverse-mentoring scheme that has
strengthened relationships across the
wider Group (IP Group and Parkwalk),
bridging gaps between junior and senior
colleagues, promoting cross-company
collaboration, and driving positive
behavioural shifts
IP GROUP PLC ANNUAL REPORT 2025 49
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
portfolio
companies
Portfolio companies
s.172(1)
A
C
E
To identify, back and grow
science-based opportunities
into a diversified portfolio of
transformative businesses,
which address some of
the world’s most pressing
challenges.
Part of the Group’s purpose
is to build businesses that
have a positive social and
environmental impact, and
this forms an element of
the Board’s consideration of
the long-term impact of its
decisions.
• Hands-on approach via portfolio
company boards as investor directors/
observers
• Offering fundraising and capital markets
expertise via IP Capital (the Group’s fund
management and corporate advisory
business), and commercial advice and
support on IP strategy and due diligence
via the Group’s in-house IP Team
• Group capital markets events, including
presentations at sector showcase
events and at the Group’s annual
flagship event
• Portfolio company management team
presentations to the Board, either at
the Group’s head office in London or
onsite at the portfolio company, which
enables open and transparent two-
way engagement between the Board
and the relevant portfolio company
management teams
• Introductions/facilitating access to co-
investors
• Attending sector conferences and
events alongside portfolio companies
and their management teams
• Marketing, including through the use
of social media to amplify messaging
around the portfolio
• Parkwalk annual portfolio showcase
attended by investors/co-investors,
advisors and government bodies
• Engagement with portfolio companies,
including through the ESG survey and
provision of portfolio company best-
practice policy tool kit.
• Development of strong and mutually
supportive relationships between the
Group and its portfolio companies
• Portfolio companies better understand
the Group’s approach to strategy,
decision-making processes and capital
allocation
• By working closely with our portfolio
companies, the Board is provided with
clearer insight into their results, helping
to strengthen and guide valuation-
related decisions. This approach was
demonstrated in 2025 with Istesso,
where the Board engaged directly with
the company’s directors to gain a better
understanding of the results of their
recent trial
• The Group is able to use its investor
director/observer positions to assist
with governance, strategic planning
and many other practical elements of
building and growing a company
• Support in achieving completion
of a number of portfolio company
financing rounds
• Reduction of expenditure by portfolio
companies on third-party advisory
services
• Enables the Group to operate more
effective stewardship and oversight of
portfolio companies throughout the
year, including outside of investment
cycles
50 IP GROUP PLC ANNUAL REPORT 2025
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
Third-party fund
investors and
portfolio co-investors
s.172(1)
A
C
E
To attract new strategic
co-investors and
maintain existing investor
relationships, including third-
party fund managers, to
invest alongside the Group
either directly or via a vehicle
or arrangement managed
by the Group.
To build an investment
network to support co-
investment into the Group’s
portfolio companies to
ensure that they are
adequately supported, both
financially and in other areas
such as board support,
corporate governance and
strategy.
To maintain strong
relationships with existing
investors who invest in the
Group’s portfolio via funds
or other arrangements
managed by the Group.
• Direct meetings/calls between co-
investors/third-party fund investors
and members of the Group’s senior
management team
• Direct meetings with the other Limited
Partners in the Group’s US platform
• Via portfolio company boards where
several co-investors have a board seat
• Attending and sponsoring conferences
and sector events such as the BVCA
UK Pensions Investment Summit, the
Pensions Expert Annual Conference and
the Local Authority Pension Fund Forum
Annual Conference
• Group capital markets events including
its annual flagship event and its Driving
Deeptech Growth in the UK event
• Broker-facilitated investor forums/
conferences
• Parkwalk Advisors annual portfolio
showcase and other investor events
• Built/maintained strong relationships
with co-investors/fund investors and
facilitated access for them into portfolio
company financings
• Ensured such stakeholders were kept
abreast of the Group’s strategy and
approach to key matters through the
year, including capital allocation
• Promoted the Group’s brand and
reputation in sector ecosystems
• Developed sources of new investment
into the Group and/or its portfolio
Universities,
academics and
research institutions
and Inventors,
founders and
entrepreneurs
s.172(1)
A
C
E
To build, develop and
maintain relationships with
universities, academics and
research institutions in order
to identify promising science
into which the Group can
invest to grow transformative
businesses that have a
positive impact on the future
around such science.
To create and maintain
a pipeline of compelling
intellectual property-based
opportunities.
• Regular interaction with universities
within the UK, Europe, Australia and New
Zealand
• Annual relationship review in Australia
and New Zealand
• Parkwalk representatives on relevant
university fund investment committees
• Attending and presenting at sector
events and conferences
• Meetings throughout the year with
entrepreneurs and innovators
• Maintained relationships between the
Group and universities, academics and
research institutions, which has ensured
these stakeholders are aware of the
Group’s strategy and funding model
• Generated a pipeline of potential new
investment opportunities
• Relationships built/enhanced with
founders and entrepreneurs across
various ecosystems to ensure the Group
is their partner of choice
IP GROUP PLC ANNUAL REPORT 2025 51
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
The environment and
wider community
s.172(1)
A
D
To generate social and
environmental impact, which
is part of the Group’s core
purpose.
• Via the Group’s portfolio companies
• Engagement with ESG ratings agencies
• Support for employee-coordinated
volunteering events in the UK and
Australia
• Signatory to Investing in Women Code
• Member of UN Global Compact
• Member of UN Principles for Responsible
Investment
• Identified and backed companies
whose products and services contribute
to a regenerative, healthier, tech-
enriched future for the world
• Supported local and wider communities
through charitable and fundraising
initiatives
• Continued commitment to driving
improvements in inclusion, diversity and
equality across the Group and wider
society
Debt holders
s.172(1)
C
E
To build and maintain
strong partnerships with the
Group’s largest debt capital
providers.
• Regular reporting requirements
• Direct conversations and consultation
on matters relevant to existing debt
holders
• Outreach to potential lenders on an ad
hoc basis
• Group capital market events
• Continued strong relationships with the
largest holders of the Group’s debt
• Understood debt-holders’ views on
capital allocation and returns to
shareholders, which enabled them to
be taken into account in decisions by
the Board, specifically in these areas (as
referenced above)
Regulators
s.172(1)
C
E
To maintain strong
relationships with our
regulators and to foster
confidence in our strong
compliance culture.
• Direct correspondence on transactions
and other matters as necessary
• Correspondence with the Takeover
Panel on concert party and other code-
related matters
• Regular reporting to the Financial
Conduct Authority, and incorporation of
any feedback received
• Regular reporting to the Securities and
Futures Commission, the Australian
Securities and Investment Commission,
Australian Prudential Regulation
Authority and the Australian Transaction
Reports Analysis Centre
• Maintained strong relationships and
communication lines with the Group’s
regulators
• Confirmation of compliance with
regulatory requirements
52 IP GROUP PLC ANNUAL REPORT 2025
KEY
s.172(1) factors
A
the likely
consequences of
any decision in the
long term
B
the interests of
the Company’s
employees
C
the need to foster
the Company’s
business
relationships
with suppliers,
customers
and others
D
the impact of
the Company’s
operations on the
community and
the environment
E
the desirability
of the Company
maintaining a
reputation for
high standards of
business conduct
F
the need to act
fairly between
members of the
Company
WORKING WITH THE GROUP’S STAKEHOLDERS.
Name of stakeholder
and relevant
application of s.172 Why we engage Engagement methods – who and how Impact of engagement
Brokers and advisors
s.172(1)
C
E
To ensure those who
represent us have a
complete understanding
of the Group’s strategy,
performance, purpose and
culture and to maintain
strong relationships through
our brokers and advisors
with UK capital markets
authorities.
• Regular dialogue and correspondence
with brokers and advisors, including
industry analysts
• Group capital markets events and sales
team presentations in connection with
the annual and interim results
• Broker/advisors attendance at
Company Board meetings to advise on
specific strategic matters, shareholder
feedback and sentiment and general
market environment
• Reinforced the strong relationships
and communication lines between the
Group and the Group’s brokers and
advisors
• Enhanced the brokers and advisors’
knowledge and understanding of the
Group and its portfolio companies
Governance bodies
s.172(1)
C
E
To maintain strong
relationships with proxy
advisors, the Investment
Association, ESG ratings
agencies and other
governance bodies.
• Engagement with ESG ratings agencies
to help demonstrate the Group’s
performance, as well as enabling
identification of areas of improvement
• Engaged with the UK Government and
parliamentarians on key issues and
Mansion House reforms
• Group CEO is a member of the London
Stock Exchange Primary Markets Group
• Responded to UK Government
consultations on matters impacting the
Group and its portfolio
• Two-way engagement with proxy
bodies in relation to their reports on the
Group’s Annual General Meeting and
any other General Meetings
• Regular interaction with the EIS
Association and HMRC in relation to EIS
investments
• Regular liaison with Government-
backed initiatives in relation to
investment within the sector
• Made sure the Group’s voice was heard
on key issues relevant to the Group
including on Mansion House reforms,
Prospectus Rules reforms, approach to
carried interest and PISCES
• Ensured the accuracy of the proxy
voting reports and endeavoured to
influence fair voting recommendations
• Ensured the ESG ratings agencies were
reporting accurately on the Group’s
performance and proactively sought to
address gaps
IP GROUP PLC ANNUAL REPORT 2025 53
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
WORKING WITH THE GROUP’S STAKEHOLDERS.
Key shareholder activities
in 2025
Q1
• Annual results presentation*
• Results roadshow
• Berenberg UK Corporate conference
Q2
• Cantor Fitzgerald roadshow
• AGM presentation*
• Capital markets event
• Portfolio company site visit
• Switzerland roadshow
Q3
• H1 results presentation*
• Results roadshow
Q4
• Berenberg Opportunities Conference
• Cantor Fitzgerald roadshows
• Berenberg European Conference
• Stifel Best of British Conference
* available via the “investormeetcompany” platform
which is open to all stakeholders.
Shareholders by sector
Sector % at 2 January 2026
Retail 25.38
Pensions 23.10
Mutual funds 22.98
Trading 8.83
Charities 4.49
Insurance 4.19
ETF 4.03
Investment trusts 3.52
Hedge 2.82
SWF 1.09
Other 0.66
Details of substantial shareholders as at 28 February 2026 can be found on page 97.
Corporate governance and business conduct
In fulfilling its role as a responsible investor, the Group expects high levels of corporate governance within its portfolio
companies. In the majority of the Group’s priority companies, the Group takes up a Board position to support this
requirement. This helps to ensure that robust governance processes are in place within such companies, which the
Group also supports through facilitating introductions to external advisors, sharing best practice and offering helpful
guidance on new legislation. As part of its responsible stewardship responsibilities, the Group incorporates in its
investment documentation with portfolio companies a requirement for them to adopt and maintain various legal
and governance policies to ensure such companies are operating in accordance with the high standards expected
by the Group as an active investor. The Group has developed a best-practice policy toolkit which is available to its
portfolio companies and which provides template policies for the key governance and compliance policies that the
Group expects its portfolio companies to have in place, including with regard to anti-corruption and bribery, data
protection and “speaking up”.
The Group is committed to preventing modern slavery in its business and supply chains and has adopted principles
and policies that are relevant to the prevention of modern slavery across its organisation and supply chains. This
includes the payment of the London Living Wage. Our Modern Slavery and Human Rights Statements can be found
on our website www.ipgroupplc.com.
54 IP GROUP PLC ANNUAL REPORT 2025
WORKING WITH THE GROUP’S STAKEHOLDERS.
Employees (including on inclusion,
equity and diversity matters)
The Board considers engagement with its colleagues
at all levels in the Group to be a key part of the Group’s
culture, and a wide range of events and experiences are
facilitated for employees to participate in, from both a
work and wellbeing perspective.
IP Connect, the Group’s employee forum, has been in
operation for several years to ensure that employees’
voices are heard by the Group’s management team
and Board. The forum was set up to facilitate meaningful
and effective two-way communication between the
Board (via Aedhmar Hynes, the Group’s designated
Non-executive Director) and employees, enabling (i) the
Board to understand and actively consider the interests
of employees in its discussions and the decisions
it makes, and (ii) employees to understand (where
practicable to do so) why certain decisions are made.
As the number of employees has reduced, this formal
structure has less of a role to play. Whilst IP Connect
remains in place, formal meetings will only take place
to discuss key strategic issues. For example, in 2025
the group met to discuss the proposed Remuneration
Policy. The Group’s designated Non-executive Director
now also meets employees from across the Group
on an individual basis, both in person and via video
conference, throughout the year. This approach,
intended to provide the Board with the widest
possible range of employee views, is a more effective
and meaningful route for discussion between the
designated Non-executive Director and colleagues.
The Board considers this new structure to be a positive
and appropriate method of employee engagement
for a smaller overall workforce, and will continue this
approach through 2026.
How stakeholders’ views are
reported to the Board and influence
the Board agenda
Through understanding the views of its stakeholders, the
Board takes into account their opinions, preferences and
concerns when debating and making decisions. Regular
contact is maintained by the Chair, Senior Independent
Director and the Executive Directors with the Group’s key
shareholders, and, where considered appropriate, major
institutional shareholders are consulted on significant
decisions and transactions in contemplation. Where
appropriate, Committee Chairs will also engage with
key shareholders impacted by matters under the remit
of their particular committee. Key areas of discussion
over the last year have related to progress against
the Group’s strategy, the Group’s approach to capital
allocation including returns to shareholders, the Group’s
operating costs, the disparity between the Group’s share
price and NAV per share, and shareholder returns.
Board processes
The Board is regularly made aware of its s172 obligations
to keep current with evolving market expectations.
Information relating to stakeholder issues is included
in relevant Board papers to enable the Board to
understand and consider relevant stakeholder interests
when making principal decisions. Where possible, this
information incorporates feedback received from
relevant stakeholders through ongoing stakeholder
engagement.
Where appropriate, being mindful of its obligations as
a listed company and confidentiality requirements,
the Board will, in limited circumstances, seek input
from key stakeholders prior to a decision being taken.
In each case, the Directors consider how a short-term
decision (for example, to sell an asset and achieve
an immediate financial return) links into the Group’s
overall strategy to create long-term value for its
shareholders. The same considerations are taken into
account by the Investment Committee(s) in relation
to decisions made, or proposals recommended to the
Board, under the delegated authorities. Following any
principal Board decision, and where appropriate, the
Board will reach out to relevant stakeholders to explain
its decision as part of its continued meaningful two-way
communication with stakeholders.
Board approval
The Strategic Report as set out on pages 04 to 55 has
been approved by the Board.
Sir Douglas Flint
Chair
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 55
OUR GOVERNANCE OUR FINANCIALS
STRATEGIC REPORT
BUSINESS OVERVIEW
GOVERNANCE AT A GLANCE.
Board and Committee attendance
The following table shows the attendance of Directors at scheduled Board and Committee meetings in 2025:
Board
meetings
Audit and Risk
Committee
1
Nomination
Committee
Remuneration
Committee
Sir Douglas Flint 7/7 – 2/4
3
3/3
Greg Smith 7/7 – – –
Aedhmar Hynes 7/7 5/5 4/4 3/3
David Baynes 7/7 – – –
Dr Caroline Brown 7/7 5/5 4/4 3/3
Heejae Chae 7/7 4/5
2
4/4 3/3
Anita Kidgell 7/7 4/5
2
4/4 3/3
1
The Chair attends as an observer
2
Anita Kidgell and Heejae Chae were unable to attend the Audit and Risk Committee meeting on 16 December 2025.
3
Sir Douglas Flint did not attend the meetings of the Nomination Committee held on 12 June 2025 and 16 October 2025
as they related solely to the planning process for his succession.
Executive/Non-executive split
2 14
KEY
Executive Director
Non-executive Director
Non-executive Chair
Board tenure
6
1
KEY
0–2 years
3–5 years
Over 5 years
Gender balance
3
4
KEY
Male
Female
This year, the Board has concentrated
on positioning the business for
long-term success and developing
plans for its future.”
Sir Douglas Flint
Chair
56 IP GROUP PLC ANNUAL REPORT 2025
GOVERNANCE AT A GLANCE.
Board skills matrix
Skills focus
Individual
Strategic leadership
Shareholder engagement
UK plc experience
Shareholder value delivery
Experience of innovation
Audit & portfolio valuation
Tech expertise
Healthtech expertise
Chair experience/capability
Strategy definition
Comms, branding, IR
Access to global networks
International experience
Sir Douglas Flint CBE
Chair/Nomination Chair
Greg Smith
Chief Executive Officer
Aedhmar Hynes
Senior Independent Director
and Designated Non-executive
Director
David Baynes
Chief Financial and
Operating Office
Dr Caroline Brown
Non-executive Director/Audit
and Risk Chair
Heejae Chae
Non-executive Director/
Remuneration Chair
Anita Kidgell
Non-executive Director
Compliance with the
2024 UK Corporate Governance Code
The table below shows the principles set out in the Code and
where key content can be found.
Board leadership and Company purpose
Board of Directors 58 to 60
Chair’s Corporate Governance Statement 62 to 68
Culture 03 and 63
Employee engagement 27
Governance framework 61
Purpose IFC
Section 172 Statement 47 to 55
Shareholder and stakeholder engagement 47 to 55
Division of responsibilities
The role of the Board and Committees 63 to 65
Board and Committee attendance 56
Composition of the Board 56, 65 to 67
Director rotation and independence 67
Composition, succession and evaluation
Board biographies 58 to 60
Board effectiveness and evaluation 73 to 75
Diversity and inclusion 71
Induction, awareness and development 70 and 71
Nomination Committee report 69 to 75
Succession planning 72
Audit, risk and internal control
External audit 94
Going concern and long-term viability 46 and 97
Internal audit 94
Risk and internal controls 93
Remuneration
Directors’ Remuneration Report 76 to 89
IP GROUP PLC ANNUAL REPORT 2025 57
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
KEY
Audit and Risk Committee Nomination Committee Remuneration Committee
C
Chair
1
Subject to renewal for subsequent three-year terms as set out on page 67.
BOARD OF DIRECTORS.
Sir Douglas Flint CBE
Non-executive Chair
Greg Smith
Chief Executive Officer
C
Effective date of current letter of appointment: Appointed as a
Non-executive Director from 17 September 2018 and as Non-executive
Chair from 1 November 2018
Independent: n/a
Tenure: 7 years (renewed in September 2024)
Term of office: 3 years
1
, 3 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Sir Douglas has extensive experience of public company board
leadership, which helps to focus Board discussion and challenge on the
design and delivery of our strategy. His collaborative approach helps
to facilitate open and constructive boardroom discussion. Previously,
Sir Douglas served as Group Chairman of HSBC Holdings plc from 2010
to 2017. For 15 years prior to this he was HSBC’s group finance director,
joining from KPMG where he was a partner. Between 2005 and 2011, Sir
Douglas served as a non-executive director on the board of bp plc,
latterly chairing its audit committee.
Key external appointments
In other current roles, Sir Douglas is Chairman of Aberdeen Group
plc, independent non-executive director, and Chair designate, of
Prudential plc (with effect from March 2026), Advisor to Envision Energy
International Limited, Chairman of the Royal Marsden hospital and
charity and a member of a number of advisory boards and trade
associations, through which he keeps abreast of industry, regulatory and
international affairs of relevance to his public company responsibilities.
In 2022, Sir Douglas was appointed as chair of the UK Government’s
Digitalisation Taskforce.
Effective date of current service agreement: 6 October 2021
Independent: No
Tenure: 14 years as an Executive Director,
3 years as Chief Executive Officer
Term of office: Permanent, 6 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Greg gained significant knowledge of the Group and the sector in which
it operates through his decade-long tenure as Chief Financial Officer of
the Group, during which he contributed broadly and successfully to the
Group’s expansion geographically, and in scale. He has deep experience
of capital and resource allocation, and investment appraisal, and this
experience, together with his financial expertise, plays a fundamental
role in driving the Group’s strategy, purpose and vision.
His strong communication skills have been critical to maintaining and
optimising the Group’s relationship with its key stakeholders. Prior to
joining the Group, Greg held positions at both Tarchon Capital and
KPMG. Greg is a Fellow of the ICAEW and holds a degree in mathematics.
Key external appointments
Greg is on a number of advisory bodies which seek to make the UK’s
capital markets more accessible to smaller companies, in terms of both
public listing and scale-up capital, particularly for those companies
whose business is based on innovative science and technology.
58 IP GROUP PLC ANNUAL REPORT 2025
KEY
Audit and Risk Committee Nomination Committee Remuneration Committee
C
Chair
1
Subject to renewal for subsequent three-year terms as set out on page 67.
BOARD OF DIRECTORS.
Aedhmar Hynes
Senior Independent
Director and Designated
Non-executive Director for
employee engagement
David Baynes
Chief Financial and
Operating Officer
Dr Caroline Brown
Non-executive Director
C
Effective date of current letter of appointment:
1 August 2019
Independent: Yes
Tenure: 6 years (renewed in August 2025)
Term of office: 3 years
1
, 3 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Aedhmar brings valuable experience to the
Board in relation to technology disruption, digital
transformation and marketing and strategic
communications. Aedhmar has many years’
experience in communications and is the former CEO
of Text100, a digital communications agency with 22
offices and over 600 consulting staff across Europe,
Asia and North America.
Aedhmar is also the Senior Independent Director and
the Group’s Designated Non-executive Director for
employee engagement on the Board.
Key external appointments
Aedhmar is trustee of Connecticut Public
Broadcasting and The Page Society, a board director
of Jackson Family Wines, Technoserve and Fluidra S.A,
member of the US Foundation Board of the National
University of Ireland, Galway and a Henry Crown
Fellow at The Aspen Institute.
Effective date of current service agreement:
6 October 2021
Independent: No
Tenure: 11 years as an Executive Director,
4 years as Chief Financial and Operating Officer
Term of office: Permanent, 6 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
David’s financial background and expertise, together
with his experience gained during his tenure as the
Chief Operating Officer of the Group, provide the
experience required to drive the Group’s achievement
of its financial goals and operating targets. David
has a long track record of working successfully with
the boards of investee companies as they develop
and mature, often in challenging and disruptive
circumstances. David was appointed to the Board
in March 2014 following the acquisition by the Group
of Fusion IP plc where he held the position of Chief
Executive Officer for ten years.
David brings previous additional experience taking
companies from start-up to full listing on the London
Stock Exchange, which he has done three times. David
was also previously CFO of Codemasters Limited.
Key external appointments
2
None
Effective date of current letter of appointment:
1 July 2019
Independent: Yes
Tenure: 6 years (renewed in June 2025)
Term of office: 3 years
1
, 3 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Caroline has a wealth of experience covering
accounting and audit, banking and investments,
as well as science and technology, all of which
are highly relevant for the Board. Caroline holds
a first-class degree and PhD in Natural Sciences
from the University of Cambridge, a Master of
Business Administration from Bayes Business School,
London and is a Fellow of the Chartered Institute of
Management Accountants. Caroline’s experience
includes 15 years in corporate finance with BAML
(New York), UBS and HSBC, 15 years as an operating
CFO/COO in technology and engineering businesses
and 25 years chairing audit and risk committees of
listed entities.
Key external appointments
Caroline is a Non-executive Director of CAB Payment
Holdings plc, Luceco plc and Ceres Power Holdings
plc. She is also a Non-executive external member of
the global partnership council of Clifford Chance LLP.
IP GROUP PLC ANNUAL REPORT 2025 59
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
KEY
Audit and Risk Committee Nomination Committee Remuneration Committee
C
Chair
1
Subject to renewal for subsequent three-year terms as set out on page 67.
BOARD OF DIRECTORS.
Heejae Chae
Non-executive Director
Anita Kidgell
Non-executive Director
C
Effective date of current letter of appointment:
3 May 2018
Independent: Yes
Tenure: 7 years (renewed in May 2024)
Term of office: 3 years
1
, 3 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Heejae is an experienced public company director,
bringing knowledge of both finance and industry,
having spent the early part of his career in finance
at The Blackstone Group and Credit Suisse First
Boston before moving into industry. Heejae’s former
positions include CEO of Scapa Group plc, Group
Chief Executive of Volex Group plc and Group General
Manager for Amphenol Corporation.
Key external appointments
Heejae is Executive Chairman of Sysgroup plc.
Effective date of current letter of appointment:
18 January 2023
Independent: Yes
Tenure: 3 years (renewed in January 2026)
Term of office: 3 years
1
, 3 months’ notice
Re-election to Board: Annually at AGM
Skills and experience
Anita has over 25 years of pharmaceutical
experience spanning multiple disciplines. She is
currently Head of Corporate Strategy at GSK with over
ten years of experience of leading strategic initiatives
in numerous areas including China, ESG and
geopolitics as well as integrations and demergers.
Between 2004 and 2007 she was the Global Head
of Investor Relations at GSK and prior to this held
senior positions in corporate communications at
GlaxoWellcome and at Brunswick Group.
Anita has a First Class Honours degree in Applied
Biology and has more than ten years’ experience
in pharmaceutical Discovery Research and Clinical
Development.
Key external appointments
Anita is Head of Corporate Strategy at GSK.
60 IP GROUP PLC ANNUAL REPORT 2025
Audit and Risk
Committee
Pages 90 to 95
Remuneration
Committee
Pages 76 to 89
Nomination
Committee
Pages 69 to 75
Disclosure
Committee
Pages 65 and 66
Chair Senior Independent DirectorChief Executive Officer
Chief Financial and Operating Officer Non-executive DirectorsCompany Secretary
Investment
Committees
Page 66
Ethics Committee
Page 62
ESG Committee
Page 30
Valuation Committee
Page 92
Investment & Capital Group
Pages 65 and 66
Platform Group
Pages 65 and 66
The Board
Executive Directors
CORPORATE GOVERNANCE FRAMEWORK.
Compliance with the
2024 UK Corporate
Governance Code
(the “Code”)
The Board is committed to meeting the high standard of corporate governance set out within
the Code (available at https://www.frc.org.uk/library/standards-codes-policy/corporate-
governance/uk-corporate-governance-code) and to demonstrating compliance with best
practice as it develops.
The Group confirms it applied the principles and, other than as set out on page 73 of the
Nomination Committee report, complied with all the provisions of the Code throughout the year.
Read Board biographies
on pages 58 to 60
Read Board activities
on page 65
Read roles and responsibilities
of the Board on page 63
IP GROUP PLC ANNUAL REPORT 2025 61
BUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT OUR FINANCIALS
CORPORATE GOVERNANCE STATEMENT.
Corporate governance
Effective corporate governance is integral to the
Board’s oversight of the design and execution of
the Group’s strategy. The Board confirms that it has
continued to meet the requirements of the Code. The
Board recognises its accountability to the Company’s
shareholders for good governance, and this report,
together with the reports of the Remuneration,
Nomination, and Audit and Risk Committees of the
Board, describe the Group’s approach to meeting
the highest standards of corporate governance and
highlight the key developments that have taken place
in this area during the year.
Statement of compliance
The Board considers that it has applied all principles
and complied with all provisions of the Code during
the year under review, except Provision 21. Code
Provision 21 recommends that the Chair should
commission a regular externally facilitated board
performance review. In FTSE 350 companies this
should happen at least every three years. As the
Company’s last external performance review was in
2022, an externally facilitated review was due in 2025.
As a result of the impending change of Chair and
anticipated evolution of the Board over the short- to
medium-term, the Board and Nomination Committee
felt it would be prudent to delay a fully independent
externally facilitated board performance review
until the appointment of a new Chair is finalised,
given the limited benefit of the review would not
have been proportionate to the significant time and
resource that would have been required to have
been invested in both selecting a new independent
reviewer and undertaking such review. The Company
currently intends to commission an external Board
performance review in 2026. The Nomination
Committee did however seek some fresh perspective
and insight as part of the 2025 Board review process.
Further details can be found on page 73 of the
Nomination Committee Report.
Board changes
There were no changes to the composition of the
Board during 2025. On 14 January 2026, the Group
announced that I, Sir Douglas Flint, had confirmed my
intention to retire as a Director and Chair of IP Group
at the conclusion of the Group’s Annual General
Meeting in June 2026 and I will therefore not stand
for re-election. Further information on the current
Board composition and the succession process
for my replacement as Chair can be found in the
Nomination Committee report on page 72.
ESG
The Group upholds strong business values that continue to
guide the Group in implementing its strategy, and employees
are encouraged to demonstrate these values throughout
their work. Two committees oversee implementation of and
monitor compliance with the Group’s obligations to conduct
business responsibly, reporting periodically to the Board;
the ESG Committee has responsibility for the oversight and
implementation of the Group’s ESG and Sustainability policy,
and the Ethics Committee provides guidance to the Group on
ethical issues and monitors compliance with the Group’s Ethical
Investment Framework. These committees work together to
ensure that the Group’s values and culture are also embedded
in the Group’s capital allocation framework, and both have
Executive Director membership. Further details on the ESG
Committee and Ethics Committee, and on how the Group
mitigates climate-related risk, are included on page 30.
Consideration of stakeholders
The Board recognises the importance of building and
maintaining strong relationships and two-way engagement with
all the Group’s stakeholders to promote the long-term success of
the Company and earn their continuing support for the Group’s
purpose, vision and strategy. The Group continues to foster a
culture of innovation, mutual support, diversity and inclusion.
The Group encourages its employees to engage in healthy
debate and challenge views so that it can consider a wide
range of opinions when making decisions. For more information
on the culture that the Group seeks to foster, and the code of
conduct and values framework and guidelines developed to
deliver that culture, see pages 03 and 63. For further details on
how the Directors have complied with their duties under s172
of the Companies Act 2006 (the “CA 2006”), including in their
decision-making, please refer to pages 47 to 55.
I look forward to welcoming shareholders to our AGM on
18 June 2026, which will be held at the Company’s registered
office at 3 Pancras Square, King’s Cross, London, N1C 4AG. In
addition, and to facilitate engagement with shareholders
throughout the year, the Group maintains a dedicated
Company Secretary email address ([email protected])
through which shareholders can submit questions at any time.
Sir Douglas Flint
Chair
16 March 2026
This year, the Board has concentrated
on positioning the business for
long-term success and developing
plans for its future.”
Sir Douglas Flint
Chair
62 IP GROUP PLC ANNUAL REPORT 2025
CORPORATE GOVERNANCE STATEMENT.
The Board
Role and responsibilities of the Board
The Board is responsible to the Company’s shareholders
for the overall management of the Group in a way that
promotes the Group’s long-term sustainable success,
taking into account the interests of shareholders
and all other relevant stakeholders in carrying out
this responsibility. The Board defines, challenges and
interrogates the Group’s strategic aims and direction,
and provides entrepreneurial leadership within a
framework of controls for assessing and managing
risk. The Board recognises that, in discharging
its responsibilities, it is necessary to support the
maintenance and evolution of a policy and decision-
making framework in which the Group’s strategic aims
are implemented through the following:
• ensuring that the necessary financial and human
resources are in place to meet those aims and
ensuring the Group is a home for exceptional talent
• monitoring performance against key financial and
non-financial performance indicators
• embedding a robust performance management
framework and aligning reward with the long-term
interests of stakeholders
• planning for Board and senior management
succession
• overseeing and challenging the system of risk
management
• setting and monitoring adherence to mandated
values and standards in governance matters
• monitoring environmental, social and governance
policies and performance
• helping to shape and embed the Group’s purpose,
vision, strategy, values and culture
The Board recognises that its role in setting, monitoring
and enforcing the standards of behaviour it expects
from its people is of key importance. The Group’s culture
is one of the key strengths of its business and plays a
strong role in attracting, retaining and incentivising the
most talented people.
The Board is responsible for establishing, assessing and
monitoring the Company’s culture and for determining
whether the desired culture has been embedded
throughout the Group. During the year, the Board
assessed how the Company’s desired culture — aligned
to its purpose, values and strategy — is embedded
through a range of sources, including employee
engagement feedback, Board and committee
discussions and direct engagement between Non
Executive Directors, management and employees. The
Board receives regular People and Culture reports on
speaking up, diversity and inclusion, employee relations
and organisational structure. The Board also monitors
and challenges overall performance.
The Board is satisfied that the Company’s culture
generally supports effective decision making,
constructive challenge and long term value creation.
This has been evidenced by the way strategic issues
were debated during the year.
The Board is committed to the oversight of corrective
action where behaviours or practices are identified that
do not fully align with the desired culture. No such issues
were identified in 2025. This is largely as a result of the
continued collaborative working relationship between
the Executive Directors, the Group People Director
and the Board (particularly through the Designated
Non-executive Director), and the active development
of our culture as part of the continued evolution of
our business and strategy. The Board will continue to
monitor culture and how it is embedded as part of its
ongoing oversight and will assess progress through both
outcomes and behaviours, rather than activity alone.
In supporting the Group’s business and its portfolio
companies, the Board acknowledges the key roles the
Group’s operational functions play in the fields of capital
raising, legal advice and support, intellectual property
strategy and due diligence support. These sit alongside
and support the hands-on approach and high level
of engagement provided by the experienced, sector
investment partnership team members. The Directors
believe that the Group’s approach to supporting its
portfolio companies in this way is unique and serves not
only to build sustainable businesses with longevity, but
will also provide attractive returns for stakeholders, by
creating value over the longer term.
The responsibility of the Directors in promoting the
long-term success of the Company and thereby the
Group is collective and recognises their respective roles
as Executive Directors and Non-executive Directors.
The Non-executive Directors are responsible for
constructively challenging and contributing to proposals
on strategy as part of the Board approval process,
scrutinising the performance of executive management
against targets set and determining appropriate levels
of remuneration. The Non-executive Directors must
also satisfy themselves of the integrity of financial
information, and that financial controls and systems
of risk management are robust and comprehensive.
The Executive Directors are responsible for making and
implementing day-to-day decisions (other than matters
reserved for the Board) within the risk appetite and
tolerance, and operating and financial constraints set
by the Board.
The Board reviews the purpose, vision and strategy of
the Group and any issues arising from it on a regular
basis, and exercises control over the performance of the
Group by agreeing budgetary and other targets and
monitoring performance against those targets.
IP GROUP PLC ANNUAL REPORT 2025 63
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
CORPORATE GOVERNANCE STATEMENT.
Division of responsibilities
Chair
• Leadership and conduct of the Board, encouraging open and constructive discussion and challenge
• Promotes high standards of governance and Board effectiveness, including incorporating the views and interests of stakeholders into
Board decision-making
• Ensures active engagement and effective communication with shareholders
• Sets the Board’s agenda and is responsible for ensuring the committees carry out their duties
• Ensures that Board members receive timely, accurate and clear information about the Group’s activities
• Ensures that Board members receive appropriate induction and ongoing training on the Group’s activities and their own responsibilities
• Leads performance review of other Board members
Chief Executive Officer
(“CEO”)
• Leads on development and delivery of strategy
• Leads the management of the Group and establishes financial and operational targets
• Responsible for building a team that can effectively identify, back and grow impactful early-stage innovation-led companies into a
diversified portfolio of robust, transformative businesses, and for embedding a culture that ensures the team is highly engaged and
motivated to deliver
• Leads delivery of the Group’s operating plans and budgets and the recommendations in respect of, and the subsequent execution of,
Board decisions
• Leads succession planning for the senior executive positions alongside the Group People Director and reports to the Nomination
Committee thereon
• Represents the Group to external stakeholders and engages with them on the Group’s purpose and strategy
• Leads the management of the Group in incorporating ESG factors into the Group’s strategy and business model
Chief Financial and
Operating Officer (“CFOO”)
• Oversight and executive responsibility for the Group’s financial and operational systems, processes and matters
• Maintains an efficient and effective controls environment, including protecting the Group against cyber risks
• Responsible for executing day-to-day decisions (other than matters reserved for the Board) within the risk appetite and tolerance, and
operating and financial constraints set by the Board
• Monitors operating and financial performance against the agreed capital allocation plan, budgets and targets and reports to the
Board on the same
• Ensures that he Group’s financial structure and capacity supports the Group’s objectives
Senior Independent Director
• Available to shareholders to discuss their views and concerns when required
• Intermediary between the Board and the Chair
• Leads the Board in deliberations where the Chair is conflicted
• Leads review of the Chair’s performance and on any Chair succession matters
Non-executive Directors
(as part of the Board)
• Approve Group strategy and capital allocation and operating plans
• Approve business and financing models
• Discuss and constructively challenge executive recommendations on matters brought to the Board
• Monitor and performance manage delivery of strategy and capital allocation and operating plans
• Provide independent views, support and specialist knowledge
• Serve on committees of the Board
64 IP GROUP PLC ANNUAL REPORT 2025
CORPORATE GOVERNANCE STATEMENT.
Board activities during 2025
Principal decisions
• Approved extensions of the Group’s share buyback
programme
• Approved amendments to the Group’s delegated
investment and realisation authorities (the
“Delegated Authorities”)
• Approved significant portfolio company investments
and divestments required in line with the Delegated
Authorities
• Approved revisions to the Group’s Capital
Allocation Policy
Board and Committee composition and
conduct
• Reviewed succession planning for the Executive
Directors, senior leadership and Non-executive Board
positions, including commencing succession for
the Chair
Strategy and risk
• Continued to support and engage with the Executive
Directors on the implementation of the Group’s
strategic aims
• Reviewed the Group’s performance within its
competitive landscape
• Regularly discussed and debated the form and
implementation of the Group’s Capital Allocation
Policy
• Debated in detail the Group’s principal risks and the
Board’s approach to the setting of its risk appetite
• Considered the longer-term emerging risks that may
impact the Group and its business
• Considered and approved the re-classification of
the Group as an “investment entity” under IFRS 10
• Received regular updates from the Group’s “AI
Working Group” on how AI is being adopted across
the business and where it can most effectively
enhance existing processes
Corporate Governance
• Reviewed policies, processes and procedures to
ensure continued compliance with the Code
• Reviewed, and updated where necessary, the terms
of reference for its committees
• Received regular updates from the Group’s core
business units and operational functions
• Implemented the recommendations from the 2024
internal Board performance review other than in
respect of the external Board review (see more on
page 73)
Stakeholders
• Considered the Company’s ability to return cash to
shareholders
• Received presentations from the Company’s
financial advisors on the current market climate and
shareholder activism
• Discussed the Company’s share price performance,
in particular the discount to NAV and actions to be
taken to narrow the gap
• Received regular people updates from the Group
People Director including on progress to embed
the Group’s culture and values, improve inclusion
and diversity, expand learning and development
resources and the results and actions from the
regular staff surveys
• Received updates at each Board meeting from
the Managing Partner, which included detail on the
short- to medium-term strategy and performance
of the Group’s portfolio companies
• Received regular updates from the Capital Markets
Team on IP Group’s third-party fund management
business and progress made throughout the year to
secure new funds under management
Schedule of matters
Except for a formal schedule of matters, which are
reserved for decision and approval by the Board, the
Board has delegated the day-to-day management
of the Group’s operations to the Executive Directors,
supported closely by members of the senior
management team. The schedule of matters reserved
for Board decision and approval are those significant
to the Group due to their strategic, financial and/or
reputational implications. The schedule can be found
within the corporate governance section of the Group’s
website at www.ipgroupplc.com. This schedule was
reviewed in early 2025 and all recommended changes
were accepted by the Board. The schedule will be
reviewed again in 2026.
Committees and oversight
In addition to the Executive Directors, the Board
delegates specific responsibilities to certain committees
that assist the Board in carrying out its functions and
ensure independent oversight of internal control and risk
management.
Each of the three principal committees of the Board
(Audit and Risk, Nomination and Remuneration) has
its own terms of reference, which set out the specific
matters for which delegated authority has been given
by the Board and which can be found within the
corporate governance section of the Group’s website at
www.ipgroupplc.com.
Separate reports on the role, composition,
responsibilities and operation of each of the Nomination,
Remuneration and Audit and Risk Committees are
set out on pages 69 to 75, 76 to 89 and 90 to 95,
respectively.
The Group’s Corporate Governance Framework set out
on page 61 illustrates the structure of the Board and its
principal committees. Under the Board level, decision-
making sits with the Executive Directors, supported by
their Investment & Capital and Platform Groups which
both comprise members of the senior leadership team.
The Disclosure Committee assists the Group in making
timely and accurate disclosure of all information that is
required to be disclosed for the Group to meet its legal
IP GROUP PLC ANNUAL REPORT 2025 65
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
CORPORATE GOVERNANCE STATEMENT.
and regulatory obligations, including under the Market
Abuse Regulation, and ensures that relevant training is
provided to the Board and to the wider employee base.
This Committee takes responsibility for the assessment
and control of inside information, both in respect of
the Group and its quoted portfolio companies. The
composition of the Disclosure Committee comprises the
Executive Directors, the Group General Counsel, the UK
General Counsel, the Director of Communications and a
minimum of one Non-executive Director.
Decisions relating to investments and divestments
by the Group from its balance sheet into UK and
Australian new and existing portfolio companies (other
than those reserved for the Board) are delegated
from the Board to the Group’s Investment Committee
within defined parameters and with specific quorum
and voting requirements. Separate investment
committees are operated by the Group for third-party
funds managed by the Group in the UK (Parkwalk)
and Australia. Additional executive oversight of key
operating subsidiaries is provided by the CEO sitting
on the Parkwalk Advisors board and both the CEO and
CFOO sitting on the board of the Group’s principal
Australian subsidiary.
Board size and composition
As at 31 December 2025, there were seven Directors on
the Board: the Chair, two Executive Directors and four
Non-executive Directors. The biographies of all Directors
are provided on pages 58 to 60 and details with respect
to the diversity of the Board are set out on page 28.
In accordance with the provisions of the Code, all the
Directors other than the Chair will be offering themselves
for re-election at the 2026 AGM. The Board unanimously
recommends to shareholders the reappointment of
the Directors offering themselves for re-election. The
annual Board evaluation and the annual one-to-
one performance review process confirmed that all
Directors of the Company are effective, commit the
required time demanded of them, and continue to
display the appropriate level of commitment in their
respective roles.
Diversity
The disclosure required by DTR 7.2.8A relating to the
Group’s diversity policy is presented in the Nomination
Committee Report on page 71 and in the meaningful
impact section on page 28.
Company Secretary
All Directors have access to the impartial advice and
services of the Company Secretary. The Company
Secretary acts as a key point of contact for the Chair
and has an important role in ensuring both the quality
of information that flows between the Executive and
Non-executive Directors and that any agreed actions
are completed. The Company Secretary supports the
Chair and the Nomination Committee with the Board
performance review, the induction of new Directors
and the continuing development of current Directors to
enable them to comply with their duties and effectively
carry out their roles.
Non-executive Directors
The Non-executive Directors provide a wide and
diverse range of skills and experience to the Group as
detailed on page 57. By virtue of this, the Non-executive
Directors collectively are well placed to constructively
challenge and scrutinise the performance of executive
management at both Board and Committee meetings.
To protect their independence, the Group does not
permit Non-executive Directors to invest personally in
any of the Group’s portfolio companies. All the Non-
executive Directors comply with this policy.
All Directors are required to obtain the approval of
the Board before taking on any further directorial
appointments or other significant external appointment,
or any engagement with an organisation that competes
with the Group (whether directly or indirectly). In all
cases, Non-executive Directors must ensure that the
aggregate time committed to external appointments
does not impinge upon the time they have committed
to the Group and the Nomination Committee formally
reviews the position annually. The Executive Directors are
restricted to only one external (outside the Group) board
appointment. Details of key external appointments of the
Directors can be found on pages 58 to 60.
Board meetings, provision of
information and decisions
The Board and its Committees meet on a scheduled
basis throughout the year as well as on an ad hoc
basis, as required in response to the needs of the
Group’s business.
The Board had seven scheduled Board meetings and a
two-day strategy session in 2025; seven Board meetings
including a two-day strategy session are scheduled
for 2026. The requirement for additional scheduled
meetings is kept under review by the Chair and the
Company Secretary.
Meetings between the Chair and the Non-executive
Directors, including informal dinners both with and
without the presence of the CEO and other executive
team members, are also held throughout the year.
The Chair, CEO and members of the Platform Group
and Investment & Capital Group work together to
ensure that the Directors receive relevant information
to enable them to discharge their duties and that
such information is accurate, timely and clear. This
information includes management accounts containing
an analysis of performance against budgets and
other forecasts, as well as written reports from the UK
investment partnership, the Australian business, the
capital markets division, the Group’s IR, Communications
and ESG functions and Parkwalk Advisors. Additional
information is provided as appropriate or if requested.
At each Board meeting, the Board receives information,
verbal reports and presentations from the CEO and
the CFOO, the Managing Partner of the UK investment
partnership and, by invitation, other members of
the senior management. This includes bi-annual
presentations from the Australian business unit and
presentations from Parkwalk Advisors and the Group
People Director and the Group Finance Director. These
presentations ensure that all Directors are aware of,
and can monitor effectively, the overall performance
of the Group, the development and implementation
of its strategy and its management of risk. In addition,
the Board may receive more detailed presentations
from selected portfolio companies, including through
engaging in site visits.
66 IP GROUP PLC ANNUAL REPORT 2025
CORPORATE GOVERNANCE STATEMENT.
Directors’ conflicts of interest
The Company operates a Conflicts of Interest Policy
which contains procedures for disclosing and managing
conflicts of interest within the Group at the Board and
at Investment Committee-level, with the Company
Secretary responsible for the maintenance of a
register of Directors’ conflicts of interest. The Board
has established procedures for managing and, where
appropriate, authorising any such conflicts or potential
conflicts of interest. Directors’ conflicts are a recurring
agenda item at all Board meetings, and this gives the
Directors the opportunity to raise at the beginning of
every Board meeting any actual or potential conflict
of interests that they may have on the matters to be
discussed. The Board may revoke or vary any conflicts
authorisation at any time. The Board believes that the
procedures established to deal with conflicts of interest
are operating effectively.
Induction, awareness and ongoing
development
As detailed on page 70 of the Nomination Committee
report, a comprehensive induction process is in place for
new Directors. The programme is tailored to the needs of
the individual Director and agreed with them in advance
to ensure that they can gain a full understanding of the
Group and its businesses.
On an annual basis, the Company Secretary arranges
for an external governance specialist to attend one
Board meeting to present on the key Corporate
Governance changes over the previous twelve months
and to signpost expected prospective developments.
In addition, the Board is kept updated by the in-
house legal team on key legislative and governance
changes and sentiment affecting the Group and how
the Group is ensuring its compliance and obligations
under all relevant legislation. The Board also receives
presentations from its brokers and financial advisors on
capital market developments in general and specific to
the Company, on defence tactics and on shareholder
sentiment on an ad hoc basis through the year.
As part of their ongoing development, each Director
receives feedback on their performance following
the Board’s performance evaluation each year,
following which, the Chair will review and agree
with each Director their training and development
needs for the year ahead. Access to training and
development opportunities, including those relevant
to the Non-executive Directors’ membership on the
Board’s committees, is facilitated through the Company
Secretary. Further details relating to the assessment of
the Board’s performance are set out on pages 73 to 75.
Director rotation and independence
The Nomination Committee, supported by the Company
Secretary, has responsibility for succession planning
for each of the Non-executive Directors (including the
Chair). Each Non-executive Director is appointed for
an initial three-year term pursuant to their respective
letters of appointment. This initial term is then subject to
renewal for subsequent three-year term(s) and, other
than the Chair, to a maximum of three consecutive
three-year terms to maintain their independence from
a governance perspective, in accordance with the
Code. Provision 19 of the Code applies to the maximum
term for the Chair’s appointment, and the Nomination
Committee is responsible for ensuring compliance with
this provision. The Chair was considered by the Board to
be independent on appointment.
Statement of Non-executive
Directors’ independence
The Code sets out the circumstances that should be
relevant to the Board in determining whether each
Non-executive Director is independent. The Board
considers Non-executive Director independence on an
annual basis as part of each Non-executive Director’s
performance evaluation. Having undertaken this review,
and with due regard to Provision 10 of the Code, the
Board concluded that all the Non-executive Directors
are independent of management and free of any
relationship or circumstance that could materially
influence or interfere with, or affect, or appear to affect,
the exercise of their independent judgement.
Internal controls and risk
management
The Board recognises the importance of the Financial
Reporting Council’s Guidance on Risk Management,
Internal Control and Related Financial and Business
Reporting. The Group’s internal controls (including all
material financial, operational, compliance controls
and non-financial reporting controls), which are
Group-wide and were in place throughout 2025, were
reviewed by the Board, with no significant failings or
weaknesses being identified in respect of the year
ended 31 December 2025 and up to the date of approval
of the Annual Report and Accounts. The Board noted
certain areas where internal control enhancements
were recommended and has implemented processes
to ensure that these improvements are addressed by
management and progress to resolution is monitored.
Details of the Group’s internal controls and risk
management systems are provided on pages 36 to 45.
The Board is responsible for establishing and
monitoring internal control systems and for reviewing
the effectiveness of these systems. The Board
views the effective operation of a rigorous system
of internal control as critical to the success of the
Group. However, it recognises that such systems can
provide only reasonable and not absolute assurance
against material misstatement or loss. Details of
the effectiveness reviews of the systems of risk
management and internal control are provided on
pages 93 and 94.
The key elements of the Group’s internal control system,
all of which have been in place during the financial year
and up to the date of approval of the Annual Report and
Accounts, are as follows:
IP GROUP PLC ANNUAL REPORT 2025 67
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
CORPORATE GOVERNANCE STATEMENT.
Control environment
and procedures
The Group has a clear organisational structure with
defined responsibilities and accountabilities. Its values
surrounding expectation of quality, integrity and ethics
are well documented and communicated clearly
throughout the whole organisation. An overview of
the Group’s risk management framework is set out on
pages 36 and 37.
The Group accesses outsourced internal audit expertise
provided by PwC. Details of the internal audit activity
during 2025 are on page 94.
Detailed written policies and procedures have been
established covering key operating and compliance
risk areas. These are reviewed and updated at least
annually by the Audit and Risk Committee.
Identification and evaluation of
principal risks and uncertainties
The operations of the Group and the implementation
of its objectives and strategy are subject to a number
of risks and uncertainties. The Board actively identifies
and evaluates the risks inherent in the business;
formally reviews these on at least an annual basis (or
as market or business developments require); and
ensures that appropriate controls and procedures
are in place to monitor and, where possible, mitigate
these risks. Specifically, all decisions relating to strategic
partnerships and other collaborations, strategic
acquisitions and disposals and significant long-term
debt facilities entered into by the Group are reserved for
the Board’s review and approval.
The Board regularly reviews significant fair-value
movements in individual portfolio companies,
concentrating on the Group’s investments in its most
valuable portfolio company holdings. For details on
the activities of the Audit and Risk Committee and the
Group’s Valuation Committee see pages 90 to 95.
As described on pages 36 to 38, the Group maintains
risk registers setting out mitigations in place in each
case. The principal risks and uncertainties faced by the
Group, as well as the relevant mitigations, are set out on
pages 39 to 45.
Information and financial
reporting systems
The Group evaluates and manages significant risks
associated with the process of preparing consolidated
financial information by having in place systems and
controls that ensure adequate accounting records are
maintained and transactions are recorded accurately
and fairly to permit the preparation of financial
statements in accordance with IFRS. The Board approves
the annual operating budgets and receives details of
actual performance measured against the budget at
each meeting.
Further details in relation to the Group’s approach to
the management of its business risks, and the function
and ongoing roles and responsibilities of its internal Risk
Council are set out on page 36.
Engaging with key stakeholders
Engaging with stakeholders is an integral part of the
Group’s governance and decision-making procedures
and is critical to ensuring the future success of the
business. During 2025, the Board completed its annual
review of the mapping of its key stakeholders, ensuring
all its key stakeholders were captured. This process will
be repeated again in 2026.
Further details of the Group’s engagement with its
key stakeholders and issues that matter to such
stakeholders are set out on pages 47 to 53.
Annual General Meeting
Notice of the Annual General Meeting, which will be
held on 18 June 2026 at IP Group plc, 3 Pancras Square,
King’s Cross, London, N1C 4AG, is included with this
Annual Report, containing details of the resolutions to
be proposed at the meeting and explanatory notes
on those resolutions. To ensure compliance with best
corporate governance, the Board proposes separate
resolutions for each issue and proxy forms allow
shareholders to vote for or against, or to withhold their
vote, on each resolution. The results are announced
to the market and published on the Group’s website
after the meeting. Shareholders who attend the
Annual General Meeting will have the opportunity to
ask questions and all Directors are expected to be
available to take questions. As noted above, questions
may also be submitted at any time during the year to
The Group’s website (www.ipgroupplc.com) is the
primary source of information on the Group. The website
includes an overview of the activities of the Group;
details of its portfolio companies, and its key university
relationships and other strategic collaborations; and
details of all recent Group and portfolio company
announcements.
On behalf of the Board
Sir Douglas Flint
Chair
16 March 2026
68 IP GROUP PLC ANNUAL REPORT 2025
Sir Douglas Flint CBE
Chair of the Nomination
Committee
NOMINATION COMMITTEE REPORT.
Principal responsibilities
The key objective of the Nomination Committee is to
ensure that the Board comprises individuals with the
necessary skills, knowledge, independence and diversity
of thought and experience, to ensure that the Board is
effective in discharging its duties and is independent for
the purposes of the Code. The principal responsibilities
of the Committee are to:
• Regularly review the size, composition and skills
of the Board and lead the process and make
recommendations on any changes considered
necessary in the identification and nomination
of new Directors, the reappointment of existing
Directors and the appointment of members to the
Board’s committees
• Ensure that there is a formal, rigorous and
transparent procedure for the appointment of new
Directors to the Board
• Assess the roles of the existing Directors in office to
ensure there continues to be a balanced Board in
terms of skills, knowledge, experience, independence
and diversity and that each Director has and
contributes sufficient time to effectively perform their
respective roles
• Keep under review the leadership needs of the Group
to enable the Group to be successful in its chosen
fields, earn the support of key stakeholders, including
shareholders and deliver on its strategy
• Advise the Board on succession planning
for Directors and other senior management
appointments, given that the Board as a whole is
responsible for succession
• Oversee a pipeline for succession based solely on
merit and with due regard to the benefits of diversity
in all its aspects
• Guide the Executive Directors on the setting of
diversity and inclusion policies, objectives, targets
and strategies, alongside the Group’s People
Director, and monitor the impact and outcome of
any agreed initiatives
• Oversee the induction of new Directors and the
training requirements of the Board as a whole
• Oversee the Group’s controls over potential
and actual conflicts of interests of the Directors
and senior management, including disclosure,
authorisation and management of such conflicts
as may be appropriate or otherwise required by
both the Group’s Conflict of Interests Policy and
applicable law or regulation
• Assist the Chair in the annual performance review
of the Board; ensure an externally facilitated
performance review is conducted at least once
every three years; and oversee the implementation
of any actions or feedback arising from each
such review
Committee membership
The Nomination Committee currently
comprises the following independent
Non-executive Directors and the Chair, all
of whose backgrounds and experience
are summarised on pages 58 to 60:
• Sir Douglas Flint (Chair)
• Aedhmar Hynes
• Heejae Chae
• Dr Caroline Brown
• Anita Kidgell
Report contents
• Principal responsibilities
• Key activities in the year
• Meetings and Terms of Reference
• Appointments
• Diversity and inclusion
• Succession planning
• Board effectiveness and
performance review
IP GROUP PLC ANNUAL REPORT 2025 69
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
NOMINATION COMMITTEE REPORT.
Key activities in the year
The key areas of focus for the Committee in 2025 included:
Board composition
• A review of the size and diversity of experience within the Board, including a review
of an updated skills matrix of the current Board members as part of the medium-
term Non-executive succession plan
• Approved the re-appointment as Non-executive Directors of Anita Kidgell for her
second three-year term and Aedhmar Hynes and Dr Caroline Brown for their third
three-year terms, subject to their re-election at the 2026 AGM
Succession planning
• Management of the Chair succession process led by the Senior Independent
Director, including the identification, engagement and management of search
partners, definition of the desired role profile, and participation in both the
shortlisting, candidate engagement and interview process
• A detailed review of the medium-term succession plans for all Non-executive
Directors including all Committee Chair positions.
• A review of the Executive and senior management succession plans,
considering contingency, medium- and long-term succession options for all key
Executive positions.
Governance and I&D
• Overseeing appropriate focus upon, and progress against, Diversity, Equality and
Inclusion milestones.
• A review of the terms of reference for the Nomination Committee
Performance review
• Overseeing the implementation of the actions identified during the 2024 internally
facilitated performance review of the Board, its committees and each Director
• Overseeing the 2025 annual review of the Board, its committees and each Director
Meetings and terms of reference
The Nomination Committee meets as and when required, or as requested by the
Board, and had four scheduled meetings during 2025. The attendance by each
member of the Nomination Committee at the scheduled meetings during 2025 is set
out on page 56.
The terms of reference for the Nomination Committee were reviewed on
4 February 2025 and it was concluded that no substantive updates were required at
this time. The Nomination Committee reviews its terms of reference at least annually
and will propose updates where necessary to reflect evolving market practice
applicable to the Company and best corporate governance.
Appointment process
In making appointments to the Board, the Nomination Committee adopts a formal,
rigorous and transparent procedure. It considers the balance, skills, knowledge,
independence and diversity characteristics (including diversity of gender, social
and ethnic backgrounds, cognitive and personal strengths) and equal opportunity
of the Board. Where relevant, and particularly in considering matters of succession,
the Committee also considers the future challenges likely to face the business, any
emerging trends that may affect the Group’s long-term success and any specific
technical skills and knowledge that may be required on the various committees.
In addition, for appointments to the Board, the Nomination Committee will always
assess any potential conflicts of interest and whether identified candidates have
sufficient time available to devote to the role and meet what is expected of them
effectively.
Induction process
The Group’s induction programme for new Non-executive Directors is tailored to the
needs of each Director, agreed with them in advance and monitored throughout the
process to ensure each new Director gains a good understanding of the Group, its
strategy, its people, its portfolio and its business. The typical process for an induction
includes:
• An overview of the Group and its businesses, structure, functions, strategic aims, risk
management framework and remuneration policy and schemes
• Meetings with both Executive Directors, the Managing Partner, the Company
Secretary and the other members of the Executive team
• Meetings with the Group’s auditor
• Training on key legal, regulatory and governance matters relevant to the Group
and its policies
• Meetings with some of the Group’s priority portfolio companies and their
management teams
• Observing a meeting of the Valuation Committee
• Sessions as appropriate with the Group’s advisors, as well as with appropriate
external governance specialists, to ensure the Director understands the
responsibilities and obligations as a Director of a FTSE250 company, and of
the governance, regulatory and legislative framework within which the Board
must operate
70 IP GROUP PLC ANNUAL REPORT 2025
NOMINATION COMMITTEE REPORT.
Diversity and inclusion
The Board is committed to establishing and maintaining a culture that attracts and
retains talented people to deliver outstanding performance and enhance the success
of the Group. Within that culture, the Board’s policy is to make appointments to the
Board and senior management based upon merit measured against objective criteria,
whilst recognising that diversity, in all its many forms, is key to introducing different
perspectives into Board debate and decision-making and creating optimal balance
and composition of the Board and the Executive team.
The Nomination Committee applies the Board’s diversity strategy and policy
in accordance with its terms of reference, considering diversity in the widest
possible sense in evaluating the composition of the Board and the Executive team,
identifying suitable candidates for the Board and Executive team and overseeing the
maintenance of a diverse pipeline for succession. The Board also ensures that the
same rigorous approach is applied to roles across the wider senior management
team. The Committee monitors progress on behalf of the Board. During 2025, the
Committee was pleased to note the success of the internal Diverse Minds reverse
mentoring programme, continued application of the diversity-focused recruitment
policy and recognition of the Group’s continued general excellence in this area when
it was awarded the Top VC Firm at the 2025 Honordex Awards. For more detail on this
initiative, please see page 12.
The Group supports the diversity targets and recommendations of the FTSE Women
Leaders Review and the Parker Review updates issued in 2020 and 2023, together with
the targets set out in the Financial Conduct Authority’s Listing Rule 6.6.6R(9). The table
below sets out the Group’s progress as against these targets.
D&I Objective Progress
LR 6.6.R(9) target of at least 40% of individuals
on its Board being women, at least one
individual on the Board being from a minority
ethnic background and at least one senior
Board position being held by a woman
Target has been met.
FTSE Women Leaders Review to have at least
one woman in the Chair or Senior Independent
Director role and 40% female representation on
the Board and in senior management roles
Target has been met.
Parker Review target – IP Group has
commitment to 15% of our senior management
team being from an ethnically-diverse
background by the end of 2027
With minimal recruitment taking
place in the year, no significant
progress was made against this
objective in 2025, but the Group
will continue to actively consider
it within any recruitment activity
through 2026
The appointment process to the Board is as follows:
Role Definition Search
Mapping exercise of the Board’s
existing skills, experience,
knowledge and balance to
identify any gaps. Prepare
and agree a detailed job
specification.
Nomination Committee
considers whether the
services of an external search
consultancy, other external
partner or public advertising are
required, and then prepares a
detailed brief for the same.
Identify
A diverse list of candidates is created and, following review by the
Nomination Committee, is distilled into a shortlist. The Committee
requires all shortlists to be gender balanced and will always seek to
include at least one candidate from an under-represented group in
the final shortlist. Candidates on the shortlist are engaged in initial
discussion, usually with the Chair or the Senior Independent Director (in
the event of Chair succession) to assess interest and suitability before
progression to the interview stage.
Interview Appointment
Interviews with shortlisted
candidates are carried out
by the Chair (except for in
respect of Chair or Chair
designate candidates), the
Senior Independent Director
and at least two other
Directors. Candidates will also
be given the opportunity to
meet key members of the
management team.
The Nomination Committee
makes a recommendation to
the Board and, if in agreement
with the recommendation, the
Board approves an offer to be
made to the chosen candidate.
IP GROUP PLC ANNUAL REPORT 2025 71
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
NOMINATION COMMITTEE REPORT.
Diversity information for the Board, senior management and the gender split for the
Group as a whole, as at 31 December 2025, can be found on pages 27 and 28.
Given the Group’s small team, previously low turnover and its focus on ensuring
that every appointment is based on an objective, merit-based process, we have
continued with our preference of not setting hard targets for gender, ethnicity or
other characteristics as part of our recruitment processes. The Committee continues
to aspire to the organisation being representative of the communities in which we
operate and will continue to monitor progress in this area accordingly.
Succession planning
The Nomination Committee recognises that the Group’s performance is highly
dependent upon its ability to attract, recruit and retain the highest-quality people
and that maintaining a robust succession planning framework is a key factor in
ensuring the Group’s long-term success. Succession planning also mitigates the risk
of unforeseen circumstances creating a need for urgent remedial action, ensuring
that changes in Board or senior management positions are effectively managed,
avoiding significant disruption to the Group and thereby ensuring that the Group can
successfully execute its corporate strategy.
Executive Directors
In partnership with the Group’s People Director, the Committee reviewed and agreed
an updated succession plan for both Executive Directors and senior management
early in 2025.
The Committee noted that, consistent with its conclusions from previous years, one of
the disadvantages of a small internal team is the lack of “bench” coverage for some
of the roles. In these cases, the Committee noted that contingency plans for either
internal coverage via a redesign of roles and responsibilities, and/or a plan to cover
the roles with external resource for a short period, remained in place, should this be
required. The Committee therefore remains satisfied that management focus on
succession is sufficient to mitigate any short-term or contingency challenges, and
that the management team is balancing succession and continuity requirements with
appropriate and continued control over operational expenditure.
Overall, the Nomination Committee remains confident that the Board and Executive
team are well positioned to deliver the Group’s strategy into 2026 and beyond.
Non-executive Directors
There were no new Non-executive Director appointments during the year. The
Committee did however recommend to the Board the re-appointments as Non-
executive Directors of Anita Kidgell for her second three-year term and each of
Aedhmar Hynes and Dr Caroline Brown for their third three-year terms, subject to
their re-election at the 2026 AGM. Following the results of both the annual Board
performance review and the individual Director appraisals for each of the three
Directors, the Committee adjudged that each such Director remains independent
in character and judgement under the Code’s independence criteria, that their
contributions to the Board continue to be valuable and effective and that each of their
skills and experience remain aligned with the Board’s future needs and succession
plans.
In respect of the Board’s succession plans, as set out in previous reports, the
Committee is mindful of the maximum nine-year appointment term of each of myself,
Dr Caroline Brown (Audit & Risk Committee Chair), Heejae Chae (Remuneration
Committee Chair) and Aedhmar Hynes (Senior Independent Director and Designated
NED) coming to an end in a relatively short timeframe during 2027/28.
Given this, and as referenced in my letter within the 2025 AGM Notice, the Committee
determined during the year that it would be appropriate to prioritise and formally
commence the search for a new Chair to replace me. The Committee determined that
sequencing Board succession in this way would optimise Board continuity, allowing
time for a new Chair to embed before taking the lead on the process of refreshing the
Board as other Non-executive Directors approach the end of their maximum term. The
process set out on page 71 was therefore commenced in May under the direction of
the Senior Independent Director.
During the second half of 2025, the Committee spent a significant amount of
time progressing the Chair succession and was assisted in this matter by external
recruitment advisors, SJT Consulting (see more below) and Savannah, both to
undertake a market mapping exercise and to liaise with potential candidates. A
number of candidates reached the interview stage of the process during 2025
and early 2026, and the Committee is hopeful that it will be able to progress to an
appointment ahead of the AGM in June 2026. At that time, as was announced by the
Group on 14 January 2026, I will be formally standing down as Chair and Non-executive
Director and not offering myself for re-election. In the event the Committee does not
achieve this timeline, it is anticipated that one of the other Non-executive Directors will
take on the interim Chair role for the period needed to bridge the gap between the
2026 AGM and the new Chair commencing in that role. Savannah does not have any
other connection with the Company or individual Directors.
Below senior management
In addition to succession planning at Board and senior management level, developing
internal talent at all levels within the Group remains a continuous process. The
Nomination Committee is responsible for ensuring that suitable assessment and
development plans are in place to maximise the potential of the Group’s employees
and that the Group has effective recruitment policies to continue to attract and retain
a diverse mix of talented employees. The Committee remains confident that this is
the case.
72 IP GROUP PLC ANNUAL REPORT 2025
Board and Committee effectiveness and
performance review
In line with best practice under the Code, the Board carries out a review of the
effectiveness of its performance and that of its Committees and Directors every year,
with an externally facilitated review every three years. Given the 2023 and 2024 reviews
were internal reviews, the Board recognised that the 2025 review was due to have
been an externally facilitated review. However, mindful of the impending change of
Chair and anticipated evolution of the Board over the short- to medium-term, the
Board and Nomination Committee felt it would be prudent to delay the full externally
facilitated Board performance review until the appointment of a new Chair is finalised,
given the significant time and resource that would have been required to have been
invested in both selecting a new reviewer and undertaking such review. As such, and
consistent with the anticipated timeline for the appointment of a new Chair (see
above), the intention is that a full externally facilitated review with a new reviewer will
be undertaken during the 2026 financial year.
In the meantime, however, the Committee was keen to ensure that the findings of
the internal reviews undertaken by the Chair and Company Secretary in 2023 and
2024 were supplemented with some fresh perspectives. As a result, the Committee
agreed to commission a lighter touch external review using SJT Consulting (“SJT”). The
lead consultant of SJT responsible for the review, Stuart Thompson, was previously
employed by the Group and undertakes other recruitment and talent-related work for
the Group from time to time; accordingly, whilst external, the reviewer and this review
cannot be considered fully independent.
Despite this, the Committee believes that the process undertaken by SJT and the
insights provided are valid and robust and offer a fresh and valuable perspective
which may not have been achieved by a wholly internal review. Stuart has significant
experience of undertaking board performance reviews for other third-party public
and private companies and has had minimal involvement in Board matters at the
Company, both whilst an employee and latterly as a contractor.
The insights provided will enable the Board and its Committees to continue to enhance
their effectiveness through improvements in decision-making quality and speed,
culture, internal dynamics and approach to governance. The full externally facilitated
review planned for 2026, with a newly selected independent reviewer will build on this,
whilst also better reflecting the future make-up and dynamic of the Board following
the Chair succession.
Board review process
SJT review of the reports and process of the last externally facilitated review
undertaken (2022) and the subsequent internal reviews (2023 and 2024).
Board member interviews with SJT based on an informed and robust
questionnaire and including a review of progress against 2024 actions.
SJT summary of outputs, development areas identified and proposed
actions for the Board and (separately) each of its Committees agreed with
the Chair and Company Secretary
Results presented and discussed at Board and Committee meetings
Actions and priorities for 2026 and beyond agreed, as set out on page 75
NOMINATION COMMITTEE REPORT.
IP GROUP PLC ANNUAL REPORT 2025 73
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
NOMINATION COMMITTEE REPORT.
Progress against 2025 actions
Set out below is the progress made in 2025 against actions identified through the 2024 internal Board review.
Action Progress
Shareholder
returns
Given the persistence of the discount to NAV, continue to challenge
management on the Group’s strategy around returns to shareholders
including the mechanisms to be used, the levels and the proportion of
realisations to be returned; oversee any resulting actions.
During the year, the Board approved a change to the capital allocation
policy for 2025 so that a larger proportion (50%) of realisations were
returned to shareholders through the buyback programme given the
ongoing persistence of the discount to NAV. Positive shareholder feedback
was received in respect of this decision and implementation. For further
details on the buyback programme, see pages 11 and 23.
Portfolio focus
Undertake more detailed and regular reviews of the key portfolio
companies through the year, to include scenario planning, and an even
fuller understanding of the risks and opportunities presented for each.
Scenario planning for key portfolio companies was prepared for the
Board and challenged continuously throughout the year. Reporting on key
portfolio companies was further improved through the year to include the
risks and opportunities for each and select portfolio management teams
came in to present to the Board.
Business model
evaluation
Further evaluate and challenge the Group’s business model to identify
focus areas for its evolution; oversee any resulting actions.
Detailed scenario planning undertaken, leveraging external advisers as
appropriate, and then considered at each meeting, acting as a useful
forum to regularly test assumptions, challenge the model and assist in
strategic prioritisation.
Succession
planning
and Board
effectiveness
Continue in-year focus on succession planning to ensure the Board’s
purpose and composition evolves as required and to address known
succession requirements over the next three years. Such work to include an
externally facilitated Board effectiveness review through Q3/4 2025 and a
plan to build upon the outputs of this.
See page 72 for detail of the work undertaken by the Committee in relation
to succession planning and the Committee’s decision-making and
subsequent process around the 2025 Board performance review given the
Q4 status of the Chair search.
74 IP GROUP PLC ANNUAL REPORT 2025
NOMINATION COMMITTEE REPORT.
Conclusion of the 2025 review
The 2025 review concluded that the Board, each of its Committees and each of
the Directors continue to operate effectively to achieve its and their objectives. All
Board members agreed that the Board had continued to operate with a positive
and supportive culture, enabled by a strong and inclusive Chair whose measured
leadership had helped to maintain focus and productivity, contributing significantly
to Board cohesion. The continued collegiate nature of the Board and its mission
alignment were highlighted, with strong relationships generally fostering open
communication and candid debate without defensiveness. Diversity of experience
and background amongst the Board members was also called out as a key strength,
enriching discussion and decision making.
As part of the review, Board members agreed that good progress had been made
against the Board’s 2025 actions. Further, an agreed set of priorities for the year ahead
has been agreed for the Board.
Key priorities for the Board through 2026 include:
Theme Actions for the Board
Performance
support
KPI accountability to be further clarified and strengthened;
support CEO in enhancing decision-making effectiveness.
Board
effectiveness
Balance full Board and Non-Executive only sessions both during
and around Board meetings to facilitate effective discussion and
decision making. Streamline reporting and focus on topics which
benefit directly from Board input, challenge or decision. Focus
on maintaining aligned and collaborative dynamic during the
forthcoming evolution of the Board.
Planning and
decision-
making
Continue the regular scenario planning introduced in 2025,
supplementing this with clear decisions, actions and target
outcomes and timeframes where appropriate. Utilise external
insights when appropriate to inform Board decisions. Determine
accountability for delivery of specific targeted outcomes in
advance and regularly review progress.
Portfolio
oversight
Retain and deepen direct portfolio focus and oversight.
Strengthen Board capability through increased in-depth
reporting on key thematic areas and individual assets, and
supplement this through increased exposure to individual
portfolio companies and their management teams.
Succession
and Board
evolution
Continued focus on securing the candidate to succeed as
Chair, ideally ahead of the 2026 AGM; fulsome induction for
the new Chair including the opportunity for Board members to
spend time one-on-one with the new Chair to support effective
succession in the shortest possible timescale.
Director performance assessment and review
The performance of each of the Non-executive Directors is reviewed by the Chair
with support from the Company Secretary; the performance of the Chief Executive
Officer is reviewed by the Chair; and the performance of the Chief Financial and
Operating Officer is reviewed by the Chief Executive Officer as part of the annual
appraisal process. In addition to those reviews, the performance of the Executive
Directors is reviewed by the Board on an ongoing basis. One-to-one meetings have
been held amongst the individuals concerned and individual development plans
arising from these meetings are now in place for the year ahead. As an integral part
of these reviews, the time commitment required of each individual Non-executive
Director is reviewed alongside their other commitments. I am pleased to confirm
that following this review I am satisfied that each Director is able to commit sufficient
time to the Group to effectively discharge their role. Further, as part of the Board’s
continued development, certain Board awareness sessions have been planned for
2026, to include continued exposure to and interaction with portfolio companies and
their management teams. In addition, an annual corporate governance update and
presentations from the Group’s brokers and corporate finance advisors on shareholder
perception, market performance (including versus the Group’s peer group), risk and
strategic evolution options are all planned for 2026.
The Chair’s performance is reviewed by the Senior Independent Director based on
feedback from discussions with individual Directors and the resulting assessment is
discussed with the Chair by the Senior Independent Director. The Senior Independent
Director reported back to the rest of the Board regarding this assessment and was
pleased to confirm the Chair performed effectively during 2025.
Given each of the performance reviews found that each Director continued to perform,
the Committee recommends that each Director (other than the Chair who is not
standing for re-election) should be recommended for re-election by shareholders at
the 2026 AGM. Further details of the Directors’ skills, experience and expertise are set
out on pages 58 to 60.
Sir Douglas Flint
Chair of the Nomination Committee
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 75
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
Heejae Chae
Chair of the
Remuneration
Committee
DIRECTORS’ REMUNERATION REPORT.
Principal responsibilities
The terms of reference for the Remuneration Committee were reviewed and adopted
by the Board in December 2025. The Committee will continue to review its terms of
reference at least annually and will propose updates where necessary or appropriate.
The key responsibilities of the Committee are unchanged, as follows:
• Determine the policy for Executive Director remuneration
• Design and set the remuneration for the Chair, Executive Directors and senior
management
• Review workforce remuneration and related policies to ensure the Group attracts
and retains the best talent
• Review remuneration practice and overall costs to the Group
• Consider retirement benefits and other employee benefits offered
• Consider the engagement and independence of external remuneration advisors
• Establish the Group’s policy with respect to employee incentivisation schemes
The full terms of reference of the Committee are available on the Group’s website at
www.ipgroupplc.com.
Committee meetings are administered and minuted by the Company Secretary. In
addition, the Committee receives assistance from the CEO, CFOO and Group People
Director who attend meetings by invitation, except when matters relating to their own
remuneration are being discussed.
Committee membership
The Remuneration Committee currently
comprises the following independent
Non-executive Directors and the Chair, all
of whose backgrounds and experience
are summarised on pages 58 to 60:
• Heejae Chae (Chair)
• Sir Douglas Flint
• Dr Caroline Brown
• Aedhmar Hynes
• Anita Kidgell
Report contents
• Principal responsibilities
• Committee focus and key
activities 2025
• Remuneration Policy summary
• Remuneration at a glance
• Annual remuneration statement
76 IP GROUP PLC ANNUAL REPORT 2025
DIRECTORS’ REMUNERATION REPORT.
Committee focus and key activities in 2025
During the early part of 2025, Committee focus remained on the renewal of the
updated Remuneration Policy, which was published in our 2024 report and approved
by c.95% of shareholders at our 2025 AGM. The Committee also worked closely with
management throughout the year on remuneration outcomes for 2024, awards and
objectives for 2025 and remuneration planning for 2026, including:
• Consultation with shareholders on our intended approach to the Group’s
Remuneration Policy in advance of its publication in early 2025
• Determination of base salary levels and total remuneration opportunity for our
Executive Directors, including consideration of external benchmarking information
• Review of the application of the Group’s Remuneration Policy for non-Director
employees, including the Group’s approach to salary reviews, as well as individual
base salaries and incentive scheme targets and pay-outs
• Direct engagement with employees on the subject of remuneration in both 2025
and early 2026 via our employee forum “IP Connect”
• Determination of the appropriate vesting level for the 2022 Restricted Share
Plan (“RSP”) awards in the context of performance over the vesting period and,
ultimately, the decision that the awards should lapse in full
• Determination of appropriate award levels for the 2025 RSP grants, and monitoring
of the 2023 and 2024 in-flight RSP awards
• Considered the Annual Incentive Scheme (“AIS”) awards and Group performance
targets and outturns as relevant for 2024, 2025 and 2026
Performance context
As set out in the earlier part of this report, 2025 has been an encouraging year for
the Group.
Early signs of recovery in the existing private portfolio have once again been
accompanied by positive realisations performance, meaning that the cash position
of the Group remains strong at year end. There remains the potential to deliver further
significant exits over the medium-term, providing the confidence that we can maintain
a robust cash position whilst continuing to invest significantly into the portfolio.
Value derived from the patent and licensing portfolio during the year has
transformative potential for the Group, and now forms a significant part of our
shareholder value proposition. Initial progress in raising third-party scale up capital
during 2025 will further underpin the longevity and sustainability of our business model.
Overall, the Board and Committee are pleased that having weathered the challenges
posed by the macroeconomic environment through the past few years, significant
performance momentum is building. It is encouraging that our investors appear to
share this optimism, as reflected in our share price which recovered from lows of well
under 40p in both 2024 and 2025 to just under 60p at 2025 year end, above the share
price three years earlier.
Outcomes for 2025
Ensuring that our remuneration package reflects this performance recovery and
supports management team continuity, whilst remaining balanced, proportionate and
aligned with shareholder experience, has been a key focus for the Committee through
2025, and is expected to remain so through 2026.
With this balance in mind, the Committee determined that the calculated Annual
Incentive Scheme (“AIS”) outcome of 58.9% of maximum (44.2% of salary for Executive
Directors) appropriately reflected 2025 performance, and therefore did not apply any
discretionary adjustment. In making this determination, the Committee considered a
range of factors including the impact of the change in investment entity basis, as well
as wider performance through 2025 and leading indicators of future performance.
Having reviewed the 2023 RSP award vesting in detail, the Committee has determined
that 75% of the award will vest in 2026. This decision follows a balanced assessment
which included both consideration of broader performance in a number of areas
which will result in significant value accretion for long-term shareholders. The decision
also aligns with our policy objective of using the RSP to create alignment between
Executive Directors and shareholders, whilst acknowledging that the NAV per share
element of the underpin for the 2023 RSP grant was not met.
More detail on these decisions are set out on pages 82 and 83 of this report.
Implementation in 2026
Implementation of our remuneration structure in 2026 will be in line with the
Remuneration Policy approved at the 2025 AGM.
Further detail is set out from page 80 of this report.
Employee engagement
In February 2025, Aedhmar Hynes (our Designated NED) and I directly engaged
with our employee forum “IP Connect” on the subject of Executive remuneration.
Aedhmar repeated this exercise in early 2026, as part of our commitment to ensure
that our employees have a direct opportunity to both understand and challenge our
Remuneration Policy and inform our decision-making processes.
It was reassuring to find that employees remained supportive of our overall approach
to remuneration which remains well understood, and is considered by employees to
be fair, equitable and reasonable in the context of our business and performance.
Structure of this report
The following pages contain a brief summary of the Remuneration Policy agreed at
the 2025 AGM, information on how we intend to implement the policy during 2026 and
a detailed disclosure of outcomes in respect of 2025. This information includes detail
of the Annual Incentive Scheme objectives and outcomes for 2025, and our intended
approach for 2026. We have also provided a visual summary of the key information in
our “Remuneration at a glance” section, which can be viewed on page 79.
IP GROUP PLC ANNUAL REPORT 2025 77
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
DIRECTORS’ REMUNERATION REPORT.
Remuneration Policy summary
Set out below is a summary of the Remuneration Policy, which was approved by shareholders at the AGM held on 12 June 2025, and which is effective for a period of
up to three years from approval. The full text of the Remuneration Policy can be found on pages 83 to 89 of the 2024 Annual Report and Accounts and is available on
the Group’s website at www.ipgroupplc.com.
Remuneration element Policy summary Rationale
Salary
Aim to be market competitive, benchmarked to both the lower half
of the FTSE250 and comparative peer group
Alignment to a mid-market level to ensure ability to attract and
retain individuals with the experience, personal attributes and skills
required to define and deliver the Group strategy
Pension
10% of salary (aligned to workforce) Provision of an equitable, competitive post-retirement income to all
employees regardless of seniority
Other Benefits
Typically comprise, but are not limited to, health and travel
insurance, income protection and life assurance and may also
comprise a car benefit (or cash equivalent)
A competitive and appropriate benefits package offered to all
employees regardless of seniority
Annual Incentive Scheme
(“AIS”)
Maximum opportunity of 75% of salary
50% of any payment over a minimum level deferred into shares
over two years
Majority of outcome based on measurable financial objectives
linked to strategy
Variable remuneration to recognise short-term positive outcomes
which are aligned with shareholder interests
A low overall quantum (very low versus UK-listed peers) set
to recognise the primarily long-term nature of and potential
asymmetry of performance outcomes inherent in our
business model
Restricted Share Plan
Maximum award of 200% of salary (CEO) or 133% of salary (CFOO)
Three-year vesting period/Two-year holding period
Quantitative underpin
Competitive long-term share awards, which act as the primary
incentive to the management team and directly align the interests
of management with those of long-term shareholders and other
stakeholders
Shareholding Guidelines
Minimum shareholding requirement of 350% of salary (CEO) or 250%
of salary (CFOO), with post-cessation holding requirement applying
for two years after exit
Set at a relatively high level versus market comparators to reflect
the importance of long-term alignment between the Executive
Directors and our shareholders, and the potential value delivered by
our use of Restricted Shares. It is intended that the personal wealth
of the Executive Directors is ultimately inherently and directly linked
to the performance delivered to shareholders, and the combination
of Restricted Share Awards, a quantitative underpin and minimum
shareholding is set with this objective in mind
Malus & Clawback
Provisions
Discretion for the Committee to exercise the malus and clawback
provisions in certain circumstances (see right), normally up until the
fifth anniversary of grant of RSP awards and the third anniversary of
determination of bonus awards
Protects against serious misconduct by a participant, material
misstatement of financial results, payments based on erroneous or
misleading data, serious reputational damage; material failure of
risk management and/or material corporate failure over a period
aligned with the time within which Company’s processes and
systems are likely to uncover any of the circumstances listed above
78 IP GROUP PLC ANNUAL REPORT 2025
REMUNERATION AT A GLANCE.
2025 Single Figure
Greg Smith
CEO
David Baynes
CFOO
Base
salary
£546k £374k
AIS
£241k £165k
58.9% of maximum, which is 44.2% of salary
Share
based
incentive
1
£818k £374k
Reduced to 75% of original award by
Remuneration Committee
1
Based on the 2023 RSP award, subject to a further holding period of 2 years before release (2028)
2
Shares valued based on the three-month rolling average closing price of 58.8p at
31 December 2025
David BaynesGreg Smith
£1,658k
£957k
Directors’ shareholdings (as % base salary)
0% 100% 200% 300% 400% 500%
David
Baynes
Greg
Smith
106%
350%
391%
120% 263%
250%
Value of shares beneficially owned
Value of outstanding unvested holdings, adjusted for tax
Minimum shareholding
Shares valued based on the three-month rolling average closing price of 58.8p
at 31 December 2025
Policy summary: Executive Directors Base pay progression Incentive mix: On target performance
• Incentive package weighted heavily to long-term shareholder
alignment
• Annual awards subject to performance over a long period
Year 5Year 4Year 3Year 2 OnwardsYear 1
AIS
c. 50% deferred
over 2 years
RSP holding
period
Minimum
shareholding
RSP vesting period – 3 years
Minimum shareholding
April
2026
April
2025
April
2024
Greg Smith 4% 0% 0%
David Baynes 4% 0% 0%
UK employees
(Average lfl) 4% 1.4% 6.2%
84.2%
8.8%
7.0%
Cash Deferred Bonus RSP
Fixed pay Other
AIS
Share-based incentive
2
IP GROUP PLC ANNUAL REPORT 2025 79
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2026
For 2026, the Remuneration Policy will be implemented as set out below.
Salary
Last year, the average increase for the wider workforce was 1.4% (including both
inflation and promotion increases). This was lower than in previous years, reflecting our
decision to hold salary levels unchanged in 2025 for most employees. This included our
Executive Directors, for whom salary levels have remained unchanged since 2023.
For the 2026 review, the average increase applied to all employees will be around 4.0%.
The Executive Directors will both receive an increase of 4%, aligned with the average
increase applied to the wider workforce.
2026/27
base salary
2025/26
base salary Increase %
Greg Smith (CEO) £568,000 £546,000 4%
David Baynes (CFOO) £390,000 £374,400 4%
Retirement and other benefits
Retirement and other benefits will continue to be in line with the levels stated in the
Remuneration Policy table. Pension benefits for both Executive Directors will remain
aligned with the wider workforce, with employer contributions of up to 10% of salary.
Annual Incentive Scheme (“AIS”)
The maximum AIS opportunity for 2026 will remain at 75% of base salary for both
Executive Directors, in line with the Remuneration Policy and one of the lowest in the UK
listed market.
40% of the 2026 AIS will be based upon Group NAV per share growth, which in the
view of the Committee remains the most appropriate leading indicator of underlying
business performance.
The remaining 60% of the 2026 AIS will be based on other in-year metrics aligned to
sustained shareholder value creation. Metrics will include meeting and exceeding
a targeted level of realisations from the portfolio, access to third-party capital, and
reducing the discount between NAV per share and our share price. Targets will all be
disclosed retrospectively in the 2026 Annual Report.
Restricted Share Plan (“RSP”)
The Committee intends to make RSP awards to Executive Directors at the maximum
level set out in the Remuneration Policy, being 200% of base salary for the CEO and
133% of base salary for the CFOO.
Vesting of the 2026 awards will take place at the end of a three-year period
commencing on 1 April 2026. Any RSP awards that vest will be subject to a further two-
year holding period. Vesting will be subject to a financial underpin, such that NAV per
share at the end of financial year 2028 must be no lower than 100% of NAV per share
at the end of financial year 2025, after making appropriate adjustments for dividends
and any other distributions. The Committee will also monitor qualitative performance
to ensure that Executive Directors are not rewarded where the Committee considers
there to have been a failure of performance. This will include a serious breach of
regulation, failure to sufficiently progress against ESG or impact objectives, material
reputational damage and gross misconduct.
In the event of any underpin condition not being met, the Committee will review the
number of RSP awards which are due to vest, and may reduce (in full or in part) the
number of shares that ultimately vest. In making this determination, the Committee will
also take into account the need to avoid windfall gains.
Chair and Non-executive Directors
Non-executive Director and Chair fees have remained fixed since 2023. To ensure
that our fee levels remain appropriate in the context of all input factors, in 2026 we
will increase our Non-executive Director fee by 4%. This increase is in line with the
increase applied to Executive Directors and the average increase applied to the wider
workforce.
As such, our Non-executive Director fee will increase to £60,000. The additional fee for
Committee Chair and other senior roles will remain at £10,000 per role. There remains
no fee payable for membership of a Board Committee.
Our Chair fee will remain unchanged at £227,000 for the remainder of Sir Douglas Flint’s
term, being the close of the 2026 AGM.
80 IP GROUP PLC ANNUAL REPORT 2025
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Single figure for total remuneration (audited)
The following table sets out the single figure for total remuneration for Directors for the financial years ended 31 December 2025 and 2024.
Base salary/
fees
1
Benefits
2
Retirement
benefits
3
Total fixed
Annual bonus
(“AIS”)
4
RSP vesting
5
Total variable
7
Total
All £000s 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024 2025 2024
8
Greg Smith 546 546 4 3 49 49 599 599 241 174 818 0 1,059 174 1,658 773
David Baynes
6
374 374 10 8 34 34 418 417 165 119 374 0 539 119 957 536
Sir Douglas Flint 227 227 – – – – 227 227 – – – – – – 227 227
Dr Caroline Brown 78 78 – – – – 78 78 – – – – – – 78 78
Aedhmar Hynes 78 78 – – – – 78 78 – – – – – – 78 78
Heejae Chae 78 78 – – – – 78 78 – – – – – – 78 78
Anita Kidgell 58 58 – – – – 58 58 – – – – – – 58 58
1
Base salary/fees represent each Director’s contractual entitlement during the financial year in question, noting that the Group’s salary year runs from 1 April to 31 March.
2
Travel costs for Non-executive Directors are reimbursed with any tax due settled directly with HMRC, and a consumable expenses payment of £26 (net) per month is paid to all employees, Executive
and Non-executive Directors to cover the additional costs of occasional homeworking.
3
Retirement benefits include payments made to defined contribution schemes on behalf of the Executive Directors or the value of a cash equivalent, if applicable. The pension available to the Executive
Directors is aligned to that available for the wider employee population.
4
AIS executive bonus outturn was 58.9% of the maximum for 2025, equating to 44.2% of base salary, with further detail provided in the table on page 82. Consistent with the Remuneration Policy, the first
£25,000 will be paid in cash and thereafter 50% will be paid in cash and 50% deferred into shares over two years.
5
The 2025 RSP vesting value is based on the 2023 RSP award, which will vest at 75% as described on page 83. The value shown has been calculated using the three-month rolling average share price to
the end of the financial year (58.8p) and includes the value of dividend equivalents accrued in the vesting period. None of the value shown is attributable to share price appreciation.
6
David Baynes receives an annual car allowance of £12,000. He also participated in our electric vehicle salary sacrifice scheme during the year, sacrificing gross salary of £10,368, and having use of
an electric vehicle with a taxable benefit of £1,372 in 2025. The benefits figure reported for David Baynes includes all of these amounts in aggregate (being £3,000), in addition to the value of his other
benefits.
7
No malus or clawback was applied in respect of any incentive awards during the year.
8
The 2024 Total of £1,854,000 also included £26,000 paid to Elaine Sullivan prior to her stepping down as a director on 13 June 2024.
IP GROUP PLC ANNUAL REPORT 2025 81
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Additional disclosures for single figure for total remuneration table
Annual Incentive Scheme
AIS outcomes for 2025 have been determined based upon the mix of targets and detailed performance conditions as set out in the table below:
Performance condition
(% weighting) Payment criteria
2025 performance
(% of component
awarded) 2025 performance notes
Return on NAV (40%)
5% improvement in NAV per share (target 102.6p): 25% of
maximum opportunity (“threshold”)
15% improvement in NAV per share (target 112.4p): 100% of
maximum opportunity
Outcome of 110.4p
84.7% awarded
See commentary below, and pages 09 and 10 for full
details on the construct of the reported outcome.
Liquidity as a strategic
asset (25%)
£10.0m (25% of maximum opportunity) to £50.0m (100% of
maximum opportunity)
£68.1m
100% awarded
Outcome aligned with plan in 2025
(see page 10 for details)
Access to third-party
capital (20%)
Access to new co-investment capital of £45m (25% of
maximum opportunity) to £95m (100% of maximum
opportunity
£29.0m
0% awarded
EIS fundraising in line with plan. Institutional fundraising
below the target, as a result of longer than expected
lead times – a strong pipeline of opportunities is carried
forward to 2026.
(see page 10 for details)
NAV per share/share
price discount (15%)
Reduce the discount between share price and NAV by
between 10% (25%) and 40% (100%) between year end 2024
and year end 2025
Below
minimum target
0% awarded
The discount level remained broadly constant over the
measurement period – not sufficient to trigger any AIS
payment
Total weighted outturn
58.9% of maximum (equating to 44.2% of base salary for Executive Directors)
The Committee discussed the detailed performance outcomes as summarised in the table above and considered that the outturn appropriately reflected the broader overall
performance of the business through 2025. Improvement in NAV per share, driven by a combination of underlying portfolio performance, the continued buy-back and the
emergence of significant value from the patent and licensing portfolio during the year was particularly noted. The Committee specifically considered whether there was any
impact from the change in accounting practice set out on page 20, concluding that the original targets remained appropriate and that the calculated outcome relating to the
NAV per share performance condition was an appropriate reflection of performance.
The Committee also noted that the strong realisations performance will further underpin the medium-term sustainably of the Group, business model and shareholder value
delivery. Whilst disappointed with in-year performance and subsequent low bonus outcomes from the other performance conditions, the Committee noted significant progress
during 2025 and an expectation of improved performance, particularly the pipeline of potential private capital opportunities moving into 2026.
As a result of these considerations, the Committee determined that the calculated outcome was a fair assessment of overall performance through 2025, and that no
discretionary adjustment to this calculated outcome was therefore required.
The resulting AIS outturn for 2025 for the Executive Directors is therefore 58.9% of maximum opportunity, or 44.2% of salary. In accordance with the Remuneration Policy, all
calculated amounts in excess of the initial gross payment of £25,000 will be paid 50% in cash and 50% in shares (deferred for up to two years under the under the Group’s
Share Plan).
82 IP GROUP PLC ANNUAL REPORT 2025
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Share-based incentive schemes
2023 Restricted Share Plan awards vesting
Restricted Share Plan awards do not have performance conditions and are expected
to vest, consistent with their intended purpose of fostering long-term share ownership
in the management team. In line with market practice, our awards include an
underpin, which allows the Committee to consider whether any adjustment to vesting
should be made in certain circumstances.
Part of the underpin for the 2023 RSP award was based on growth in NAV per share
over the vesting period. In light of the headwinds the business has faced, NAV per
share fell by 17% over the period and therefore this element of the underpin was not
met. As a result, the Committee considered whether and how this should impact
vesting, including whether it was appropriate to scale back the number of shares
that vest.
Accordingly, the Committee considered performance through the vesting period
in detail in order to make a balanced and reasonable determination of a fair
vesting level.
Although NAV per share reduced over the period, the Committee noted the strong,
measurable and increasingly visible commercial progress that was not fully reflected
by this metric. Management successfully navigated one of the most prolonged and
challenging downturns for early stage investing in over a decade, while materially
strengthening the Group’s balance sheet, portfolio quality and capacity to deliver
future shareholder value.
Following valuation pressure in 2023, the Group sharpened its strategic focus,
decisively concentrating capital and management attention on its highest potential
companies, reducing geographic and operational complexity, and preserving financial
resilience.
This discipline underpinned a clear step change in execution in 2024, with record cash
realisations of £183.4m, major exits including Featurespace (£134m realised at 5.9x
return) and Garrison (£30m), and a c.£5m (23%) reduction in the ongoing cost base.
These actions materially strengthened the balance sheet and enabled NAV accretive
share buybacks of up to £80m, directly benefiting shareholders.
Momentum accelerated further in 2025, led by the significant Pfizer obesity royalty
interest, additional exits including Monolith and Hinge, and continued operational
progress across a more concentrated and maturing portfolio.
By the end of 2025, both NAV per share and the Group’s share price had significantly
recovered, supported by over £200m of cash and deposits, a leaner cost base and
growing third party capital under management.
Reflecting carefully on all of these factors, and particularly the positive trajectory of
NAV per share towards the end of the vesting period, the Committee determined that
it would be appropriate for 75% of the 2023 RSP award to vest. This decision will ensure
that management outcomes are appropriately and proportionately aligned with our
remuneration principles and strategy. The remaining 25% will lapse in full. This decision
will be applied consistently to all participants including those below the Board.
The Committee noted that during 2025, it had agreed that the first RSP award granted
(in 2022) should lapse in full. This decision was based on our assessment of broader
performance at that time, again with the review undertaken in response to missing
an underpin condition. The Committee is comfortable that the broader performance
backdrop to the 2023 award is materially more positive, and supports the proposed
vesting outcome for this award.
The vested shares are subject to a further holding period of 2-years for all participants
and, even after this time, will not be released to the Executive Directors until such time
as the minimum shareholding criteria are met (350% and 250% of salary for the CEO
and CFOO, respectively).
2025 Restricted Share Plan Awards
Details of the RSP awards granted during 2025 to each Executive Director are set out in
the table below:
Executive Director
Type of
interest
Basis of
award (%
salary)
Face value
£(000s)
End of
vesting
period
Greg Smith 2025 RSP 200% £1,092 31 Mar 2028
David Baynes 2025 RSP 133% £498 31 Mar 2028
The Committee continues to believe that the maximum award permitted under the
Policy (being 200% of salary for the CEO, 133% of salary for other Executive Directors)
is set at an appropriate and reasonable level, especially in the context of our overall
Remuneration Policy. The Committee also recognises the responsibility to make
individual awards in a prudent and responsible way, only utilising the maxima agreed
under the Policy when it is confident that such awards are appropriate and in the best
interests of shareholders. The Committee believes that this condition held in 2025.
IP GROUP PLC ANNUAL REPORT 2025 83
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
IP Group FTSE250
0%
50%
100%
150%
200%
20252024202320222021202020192018201720162015
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Change in remuneration of the Directors compared to Group employees
The table below sets out the change in the remuneration of the Directors and that of our UK employees (excluding Directors and new joiners/leavers):
% Change in base salary % Change in bonus % Change in benefits (excluding pensions)
2024
to 2025
2023
to 2024
2022
to 2023
2021
to 2022
2020
to 2021
2024
to 2025
2023
to 2024
2022
to 2023
2021
to 2022
2020
to 2021
2024
to 2025
2023
to 2024
2022
to 2023
2021
to 2022
2020
to 2021
Greg Smith 0% 0.9% 3.0% 48.4% 20.8% 38.6% 69.3% (14.2)% (65.0)% 23.5% 33% 8.2% (11.7)% (2.3)% 4.2%
David Baynes 0% 0.8% 3.0% 17.4% 7.7% 38.6% 69.3% (14.6)% (72.3)% 11.2% 33% 6.8% 33.2% (14.1)% 17.6%
Sir Douglas Flint 0% 4.1% 15.5% 4.2% 2.0% – – – – – – – – – –
Dr Caroline Brown 0% 4.0% 13.9% 17.1% 1.8% – – – – – – – – – –
Aedhmar Hynes 0% 4.0% 9.7% 19.6% 19.8% – – – – – – (100)% (26.9)% 142.0% –
Heejae Chae 0% 18.1% 13.1% 3.8% 1.8% – – – – – – – – – –
Anita Kidgell 0% 9.4% – – – – – – – – – – – – –
UK employees 6.4% 7.8% 7.3% 10.4% 5.9% 22.8% 4.3% 6.5% (39.1)% 59.3% 9.6% 9.7% 5.6% 11.9% 7.9%
Historical Executive pay and Group performance
The table and graph set out on this page enable a comparison of the total
shareholder return (“TSR”) of the Group and the Chief Executive Officer remuneration
outcomes over the last ten years.
The chart shows the Company’s TSR performance against the performance of the
FTSE250 index over the ten-year period to 31 December 2025. Taking into account the
Group’s business model, there is no directly relevant FTSE sector index. The Directors
have therefore selected the FTSE250 as the relevant equity index for comparison on
the basis that it is the FTSE equity market index of which the Company is a constituent.
84 IP GROUP PLC ANNUAL REPORT 2025
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Historical Chief Executive Officer remuneration outcomes
The table below summarises the Chief Executive Officer single figure for total remuneration, annual bonus payout and share-based incentives (LTIP and RSP) vesting as a
percentage of maximum opportunity for the previous ten-year period:
Chief Executive Officer 2016 2017 2018 2019 2020 2021
1
2022 2023 2024
2
2025
CEO single figure of remuneration (£000s) 265 552 413 498 797 730 958 765 773 1,658
Annual bonus pay-out (% of maximum) 0% 57% 17% 28% 93% 96.3% 30.4% 25.1% 42.5% 58.9%
Share-based incentives vesting (% of maximum) 0% 0% 0% 0% 0% 0% 51.1% 13.7% 0% 75%
1
2021 and years thereafter relate to Greg Smith, who was appointed as CEO on 7 October 2021 (previously CFO). Previous years reported relate to Alan Aubrey.
2
From 2024, share-based incentive vesting relates to the RSP (previously LTIP).
Directors’ shareholdings and share interests
The Group’s Remuneration Policy sets a minimum shareholding requirement of 350% of salary for the Chief Executive Officer and 250% of salary for other Executive Directors
including the CFOO.
At the end of the year, neither Greg Smith nor David Baynes met this requirement. Both Executive Directors are ordinarily, at a minimum, expected to retain all post-tax shares
received under the RSP, LTIP and as Deferred Bonus Awards (“DBA”s) to ensure that minimum levels are met and maintained, in line with the Policy.
Interests in shares (audited)
The Directors who held office during 2025 had the following beneficial interests in the ordinary shares of the Company:
At 31 December 2025
Total interest in shares Total unvested holdings
Current Directors
Shares owned
Number
Shares which have fully vested
but have not yet been issued Total interest
Minimum shareholding
requirement met?
1
DBAs RSPs
Greg Smith 983,744 – 983,744 No 212,288 6,625,666
David Baynes 764,968 – 764,968 No 132,398 3,028,800
Sir Douglas Flint 94,500 – 94,500 – – –
Heejae Chae 32,712 – 32,712 – – –
Dr Caroline Brown – – – – – –
Aedhmar Hynes 21,000 – 21,000 – – –
Anita Kidgell – – – – – –
1
Based on owned/vested shares only.
There have been no changes in the interests of the Directors set out above between 31 December 2025 and 16 March 2026.
IP GROUP PLC ANNUAL REPORT 2025 85
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Share-based incentive plan awards (audited)
The Executive Directors’ interest in conditional share awards granted under the RSP are set out in the table below:
Number of shares
conditionally held
at 1 January 2025
Conditional shares
notionally awarded
in the year
Vested during
the year
1
Lapsed during
the year
Potential
conditional interest
in shares at
31 December 2025
Share price
at date of
conditional
award (p)
Earliest vesting
date(s)
Greg Smith
2022 RSP 1,043,046 – – 1,043,046 – 75.50 31-Mar-25
2023 RSP
2
1,813,953 – – – 1,813,953 60.20 31-Mar-26
2024 RSP 2,301,369 – – – 2,301,369 47.45 31-Mar-27
2025 RSP – 2,510,344 – – 2,510,344 43.50 31-Mar-28
5,158,368 2,510,344 – 1,043,046 6,625,666
David Baynes
2022 RSP 476,809 – – 476,809 – 75.50 31-Mar-25
2023 RSP
2
829,215 – – – 829,215 60.20 31-Mar-26
2024 RSP 1,052,028 – – – 1,052,028 47.45 31-Mar-27
2025 RSP – 1,147,557 – – 1,147,557 43.50 31-Mar-28
2,358,052 1,147,557 – 476,809 3,028,800
1
All share-based incentives which vest during a given year will be subject to a further holding period of two years, with shares not being issued to participants until the end of the holding period.
The actual number of shares to be issued at the end of the holding period will be adjusted in aggregate to account for any dividends paid during the vesting and holding period.
2
The 2023 RSP grant, shown as conditionally held in full in the table (as at 1 January 2026) will partially vest in 2026 as set out on page 83.
86 IP GROUP PLC ANNUAL REPORT 2025
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Deferred Bonus Awards (“DBAs”) (audited)
Directors’ interest in conditional share awards granted as DBAs under the Group’s Share Plan to defer AIS bonuses in accordance with our Policy are as follows:
Number of shares
conditionally held
at 1 January 2025
Conditional shares
notionally awarded
in the year
Vested during the
year
1
Lapsed during the
year
Potential
conditional interest
in shares at
31 December 2025
Share price at
date of conditional
award (p)
Earliest vesting
dates
Greg Smith
Deferral from 2022 AIS 39,327 – 39,327 – – 60.20 31-Mar-25
Deferral from 2023 AIS 40,982 40,982 – – 47.45 31-Mar-25
Deferral from 2023 AIS 40,982 – – 40,982 47.45 31-Mar-26
Deferral from 2024 AIS – 85,653 – – 85,653 43.50 31-Mar-26
Deferral from 2024 AIS – 85,653 – – 85,653 43.50 31-Mar-27
121,291 171,306 80,309 – 212,288
David Baynes
Deferral from 2022 AIS 23,704 – 23,704 – – 60.20 31-Mar-25
Deferral from 2023 AIS 23,962 23,962 – – 47.45 31-Mar-25
Deferral from 2023 AIS 23,962 – – 23,962 47.45 31-Mar-26
Deferral from 2024 AIS – 54,218 – – 54,218 43.50 31-Mar-26
Deferral from 2024 AIS – 54,218 – – 54,218 43.50 31-Mar-27
71,628 108,436 47,666 - 132,398
1
Actual number of conditional shares released upon the earliest vesting date is adjusted where relevant to reflect the adjustment made to account for dividend payments made during the vesting
period.
Save As You Earn (“SAYE”) (audited)
The Group operates an HMRC-registered SAYE share save scheme for all UK employees in which both Executive Directors have participated during the year:
Options held at
1 January
2025
Options
awarded in
the year
Exercised
during
the year
Lapsed
during
the year
Options held at
31 December
2025
Option
exercise price
(p)
Share price at
date of award
(p)
Earliest
vesting
date(s)
Greg Smith
2023 SAYE 39,586 – – – 39,586 46.86 58.56 01-Nov-26
David Baynes
2022 SAYE
1
27,692 – – – 27,692 65.0 81.25 01-Nov-25
1
Contributions to the 2022 SAYE completed during the year, but the SAYE options have not yet been exercised.
IP GROUP PLC ANNUAL REPORT 2025 87
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
Relative importance of spend on pay
The table below shows total employee costs, change in shareholder distributions,
change in NAV and change in share price from 2024 to 2025.
2025 2024 % change
Total employee costs (£m) 16.8 19 (11.6%)
Distributions to shareholders
(dividend or share buyback, £m) 45.7 29.6 54.4%
NAV (£m) 975.1 956.5 1.9%
Share price (p) 58.6 53.9 8.7%
The information shown in this chart is based on the following:
Total employee pay: total employee costs from note 10 including wages and salaries,
social security costs, pension and share-based payments.
Change in NAV: change in the Group’s net assets excluding goodwill and intangibles
taken from the statement of financial position on page 109.
External appointments for Executive Directors
Any proposed external directorships are considered by the Board to ensure they do
not cause a conflict of interest but, subject to this, Executive Directors may accept
a maximum of two external Non-executive appointments and, indeed, the Board
believes that it is part of their ongoing development to do so. Where an Executive
Director accepts an appointment to the board of a company in which the Group is a
shareholder, the Group generally retains the related fees. In the circumstances where
the Executive Director receives such fees directly, such sums are generally deducted
from their base salary from the Group. Fees earned for directorships of companies in
which the Group does not have a shareholding are normally retained by the relevant
Executive Director. Key external appointments (excluding companies in which the
Group holds shares) held by Executive Directors are set out on pages 58 to 60.
Limits on the number of shares used to satisfy share
awards (dilution limits)
All of the Group’s incentive schemes that contain an element that may be satisfied
in IP Group shares incorporate provisions that in any ten-year period (ending on the
relevant date of grant), the maximum number of the shares that may be issued or
issuable under all such schemes shall (i) not exceed 10% of the issued ordinary share
capital of the Company; and (ii) such shares issued on a discretionary basis shall not
exceed 5% of the issued ordinary share capital of the Company.
The Committee regularly monitors the position and, prior to the making of any share-
based award, considers the effect of potential vesting of outstanding awards to
ensure that the Company remains within these limits. Any awards which are required
to be satisfied by market-purchased shares are excluded from such calculations, but
any shares utilised from treasury to settle share-based awards are included. The table
below sets out the current level of dilution against the limits in the Group’s Share Plan
(which incorporates the DBAs and RSPs) and sets out the commitments to issue shares
made during the financial year reported.
Maximum
Current
dilution
10% dilution in ten years 4.06%
5% dilution in ten years 3.03%
Service agreements
The Executive Directors have service contracts that commenced on the dates set out
below and contain a contractual notice period of six months by either party. The Non-
executive Directors have letters of appointment that commenced on the dates set out
below, are generally for an initial fixed term of three years, which is reviewed and may
be extended for two further three-year periods and are terminable on three months’
notice by either party.
The letters of appointment and service contracts are available for inspection at
the Company’s registered office. In accordance with the Code, all Directors submit
themselves for annual re-election by shareholders at each AGM and will do so at the
AGM to be held on 18 June 2026.
Greg Smith 7 October 2021
David Baynes 7 October 2021
Heejae Chae 3 May 2018
Sir Douglas Flint 17 September 2018 (effective as Chair from November 2018)
Dr Caroline Brown 1 July 2019
Aedhmar Hynes 1 August 2019
Anita Kidgell 18 January 2023
88 IP GROUP PLC ANNUAL REPORT 2025
ANNUAL REMUNERATION STATEMENT.
STATEMENT OF IMPLEMENTATION OF REMUNERATION POLICY IN 2025
External advisors
The Remuneration Committee is authorised, if it wishes, to seek independent specialist
services to provide information and advice on remuneration at the Company’s
expense, including attendance at Committee meetings.
During 2025, the Remuneration Committee received independent advice from
Alvarez & Marsal (“A&M”) in respect of the renewal of and application of the Directors’
Remuneration Policy and reporting under the Directors’ Remuneration Reporting
Regulations. Fees paid to A&M in connection with advice to the Committee during 2025
were £53,500 (excluding VAT), based on time spent. A&M does not provide any other
services to IP Group.
A&M is a member of the Remuneration Consultants Group and adheres to its Code in
relation to Executive remuneration consulting in the UK. The lead engagement partner
has no other connection with the Group or its individual Directors, and the Committee
is satisfied that advice provided was objective and independent.
Statement of shareholder voting
The table below sets out the proxy results of the votes on resolutions in respect of
the Directors’ Remuneration Report and the Directors’ Remuneration Policy at the
2025 AGM:
Votes for Votes against
Number
% of
votes
cast Number
% of
votes
cast
Total votes
cast
Votes
withheld
Remuneration
Report 547,362,600 85.69% 91,428,282 14.31% 638,790,882 557,799
Remuneration
Policy 601,336,021 94.56% 34,602,374 5.44% 635,938,395 3,410,286
The Remuneration Committee was pleased with the level of support for both the
Remuneration Report and the updated Remuneration Policy at the 2025 AGM.
Remuneration disclosure
This report complies with the requirements of the Large and Medium-sized Companies
and Groups Regulations 2008 as amended in 2013, the provisions of the UK Corporate
Governance Code and the Listing Rules.
On behalf of the Board
Heejae Chae
Chair of the Remuneration Committee
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 89
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
Dr Caroline Brown
Chair of the Audit and
Risk Committee
AUDIT AND RISK COMMITTEE REPORT.
Principal responsibilities
The duties of the Audit and Risk Committee (“ARC”) are
set out in its Terms of Reference, which are available
on the Company’s website. The principal duties of the
Committee are to:
• Monitor the integrity of the financial statements
of the Group including its Annual and Half-yearly
Reports, and other formal announcements relating
to its financial performance with consideration
being given to any significant financial reporting
judgements contained therein
• Review and report to the Board on significant
financial reporting issues and judgements contained
in the financial statements
• Advise the Board on whether it believes the Annual
Report and Accounts, taken as a whole, is fair,
balanced and understandable and provides the
information necessary for shareholders to assess the
Group’s performance, business model and strategy
• Review and monitor the Group’s risk management
system and carry out a review of its effectiveness
and approve the statements included in the Annual
Report concerning risk management
• Ensure that a robust assessment of the principal risks
facing the Group has been undertaken
• Assess the Group’s ongoing viability and going
concern status
• Recommend the appointment and remuneration of
the external auditor, assess audit effectiveness and
monitor provision of non-audit services
• Assess the content of the external auditor’s
independence report in providing both audit and
non-audit services
• Review the remit, planned scope of activities,
performance and effectiveness of outsourced
internal audit support
• Monitor the Group’s systems and controls for the
prevention of bribery and fraud
• Review the adequacy and security of the Group’s
arrangements for its employees to speak up and
raise concerns
Key activities in the year
The key areas of focus for the Committee in 2025 and
early 2026 included:
• Consideration of key areas of accounting
judgement, including: (i) valuation of unquoted
investments at half-year and year end reporting
and; (ii) the change in classification of the Group as
an investment entity under IFRS10, (iii) valuation of
fair value of cash flows from intangible assets
• Review of management plans on the
implementation of the 2024 UK Corporate
Governance Code including Provision 29
requirements and update of the Committee’s Terms
of Reference to reflect these changes
• Review of the FRC’s Audit Quality Review findings
• Review the results of an internal audit-led review in
respect of the design and operating effectiveness of
the Group’s material controls over its material risks
Committee membership
The Audit and Risk Committee currently
comprises the following independent
Non-executive Directors whose
backgrounds and experience are
summarised on pages 58 to 60:
• Dr Caroline Brown (Chair)
• Aedhmar Hynes
• Heejae Chae
• Anita Kidgell
Report contents
• Principal responsibilities
• Key activities in the year
• Procedural and governance matters
• Key accounting judgements and
other priority items reviewed by the
Committee
90 IP GROUP PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT.
Procedural and governance matters
• The Group’s Chief Financial and Operating
Officer, Company Secretary, Finance Director and
the external auditor are invited to attend each
Committee meeting, at which they present reports
and provide analysis on key areas of significance to
the Committee in relation to audit and risk matters
• At the request of the Committee, the Group’s Chair
and CEO also attended each Committee meeting
• Meetings cover regular agenda items on audit,
risk and internal controls, compliance and policies.
Additional matters are considered as required and
other members of management are invited to
attend for specific subjects where required
• In preparation for each Committee meeting, I meet
privately with management and the external auditor
• At the end of the annual audit process the
Committee meets with the external auditor without
any members of the executive management team
being present
• I continued to attend meetings of the Group’s
Valuation Committee as a member, alongside
my fellow Non-executive Director, Heejae Chae.
Attendance at these meetings provides both
an element of independence to the Valuation
Committee and a more detailed understanding of
portfolio valuation considerations
• The Committee met five times in 2025 and twice
in 2026 in preparation for the release of the 2025
Annual Report and Accounts
In relation to governance considerations:
• The Committee comprises four independent
Non-executive Directors. All members are considered
to be appropriately experienced to fulfil their role and
allow the Committee to perform its duties effectively
(see the Board skills matrix on page 57 for further
details of members’ skills focus)
• I am deemed by the Board to have recent and
relevant financial experience, being a Fellow of the
Chartered Institute of Management Accountants,
having held senior executive financial positions and
current Audit and Risk Committee experience
• The Board is satisfied that for the year under
review, and thereafter, the Group’s Audit and Risk
Committee, as a whole, has competence relevant to
the sector in which the Group operates
• The Committee assessed its performance in 2025
through an externally facilitated process led by the
Board Chair, supported by the Company Secretary.
Such process concluded that the Committee had
continued to perform effectively during 2025
• The Committee undertook an evaluation of the
external auditor’s performance in 2024, which
included input from the Finance Director, CFOO and
wider finance team. Through this process, minor
areas for improvement were identified and agreed
with the auditor, who was deemed to have met the
Committee’s expectation in the year
• The Committee completed its annual review of the
need for an internal audit function and concluded
that a dedicated function remains unnecessary
given the Group’s size, risk profile and established
control environment
• The Committee continues to review its terms of
reference at least annually and will propose updates
where necessary or appropriate to reflect current
market practice
Key accounting estimates
and judgements
Reclassification of IP Group plc as an
Investment Entity under IFRS 10:
Historically, IP Group has not qualified as an investment
entity under IFRS 10, which requires an entity to meet
three conditions:
i. obtaining funds from investors to provide investment
management services;
ii. having a business purpose focused solely on returns
from capital appreciation, investment income or
both; and
iii. measuring and evaluating the performance of
substantially all investments on a fair value basis.
The Group had not fully met these criteria due to several
features of its activities: the flexibility to pursue direct
commercialisation of intellectual property where this
was considered the most attractive route to shareholder
value; the ability to hold investments indefinitely; and the
absence of defined exit strategies for early-stage assets.
During 2025, a number of developments prompted a
reassessment of this conclusion, the most significant
being the transformation of the Group’s licensing
business. Historically, licensing had operated as an
active commercialisation function, resourced and
managed as a trading-oriented activity and generating
modest recurring revenues. However, the substantial
increase in the value of the Zihipp/Metsera licence –
driven by Metsera’s clinical progress and subsequent
acquisition by Pfizer – shifted the nature of the business.
The licensing function is now focused on managing
a single high-value asset and assessed on fair value
metrics consistent with investment management
rather than operational performance, leading to its
reclassification as an investing activity and providing
a clear trigger for the reassessment of the Group’s
investment entity status.
In addition, the Group’s increased emphasis on portfolio
realisations has reduced the relevance of holding assets
indefinitely and has led to clearer exit strategies across
the portfolio, including at earlier stages. Although these
latter changes evolved gradually and did not present a
single clear trigger point, they collectively strengthened
alignment with the IFRS 10 investment entity criteria.
At its meeting on 16 December, the Committee
considered these developments and endorsed
management’s assessment that, on that date, the
Group satisfied all three qualifying conditions and
should therefore be reclassified as an investment
entity. See note 3 for further details on the change.
The Committee also resolved to recommend this
reclassification to the IP Group plc Board of Directors for
formal approval.
The consequence of this change is that, rather than
a line-by-line consolidation of relevant balances held
by the Group’s subsidiaries, the investment entity
subsidiaries are now reported as a single line item at
fair value.
IP GROUP PLC ANNUAL REPORT 2025 91
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
AUDIT AND RISK COMMITTEE REPORT.
The principal financial impact of this change is that
the Group’s IP licences – primarily the Pfizer Obesity
Royalty Interest – must now be recognised at fair value
under the investment entity model. This results in the
recognition of £99.1m within net assets, recorded as a
fair value gain in the income statement on the date of
reclassification. More broadly, the move to investment
entity status provides investors with a clearer picture
of the Group’s financial position and enhances
comparability with other UK venture and innovation
investors, aligning reporting with market practice and
improving transparency for stakeholders.
As part of its review of the transition to investment
entity reporting, the Committee also considered the
implications of the revised statement of financial
position presentation, under which the Group’s cash
and deposits balances are now included within the
investments in investment entity subsidiaries financial
statement line item rather than disclosed separately.
Under this approach, the cash and deposits shown
on the face of the balance sheet represents only the
cash and deposits held by the Group’s consolidated
subsidiaries, rather than the Group’s total cash and
deposits available for deployment. The Committee
reviewed the additional explanations to be provided,
including those set out in the CFOO’s report, to ensure
that users of the financial statements can clearly
understand the change from the prior year and avoid
any misrepresentations of the Group’s underlying cash
and deposits position or investment capacity. The
Committee was satisfied that the revised presentation
and accompanying disclosures appropriately address
these matters.
Valuation framework
The Committee also reviewed the Group’s overarching
valuation framework and was satisfied that its
structured methodology, use of external specialists and
documented challenge processes provide a robust
basis for forming and evidencing valuation judgements.
The Committee agreed that this framework supports
objective, consistent and transparent decision making
across all asset classes, including both unquoted
equity holdings and fair value of cash flows from
intangible assets.
Valuation of unquoted equity
and debt investments
The valuation of unquoted investments is a material
area of judgement in the financial statements and
is a key audit risk for the Group. At each external
reporting date, the Committee receives updates
from the Valuation Committee and from the external
auditor regarding the approach that has been taken in
assessing and auditing, respectively, the key estimates
and judgements in respect of portfolio valuations.
Significant time at Committee meetings is assigned
to discuss portfolio valuations, which has allowed the
Committee to debate and challenge the approach
taken. The Group continued to apply its valuation policy
consistently across investments at the year end, which
included consideration of the macro environment and
relevant industry metrics such as revenue multiples
where relevant. For valuations based on DCF models,
including Istesso Limited, a number of assumptions are
used in determining the fair value. Critical assumptions
include clinical trial success rates, discount rate
and pharma partner deal size data for which both
management and the external auditor draw on
specialist expertise as required.
As in previous years, the Committee has paid significant
attention to the valuation of the Group’s holdings in
unquoted investments, which have not completed a
funding round within the last 12 months, assets which
have seen significant positive or negative developments
in the year, companies which require funding in the
next twelve months, and assets with active financing
or sale transactions underway at the measurement
date. We continue to make use of third-party valuations
specialists, with external valuation reports being
commissioned on three of our larger investments
in 2025 (2024: four). The use of third-party valuation
specialists increases the independence of our process
and helps to ensure that we continue to reflect market
best practice.
The Valuation Committee assists in the application and
documentation of management’s valuation judgements
in line with the Group’s accounting policies and
International Private Equity and Venture Capital (“IPEV”)
guidelines. The Valuation Committee is chaired by the
CFOO, and its members are the CEO, Heejae Chae and
me. Also in attendance was the Managing Partner of
the Balance Sheet investments, Finance Director and
external auditor, with other investment team members
joining meetings on request. During the year, the
Committee reviewed and approved the Valuation
Committee’s terms of reference.
The Valuation Committee met three times in 2025 and
twice in early 2026 to review management’s valuations
for the half-year and full-year results reporting. The
Committee’s 2026 meetings included review of the
proposed Annual Report disclosures, including the
approach to valuation sensitivity disclosures. See further
details in note 14.
Valuation of fair value of cash flows
from intangible assets
Following the Group’s reclassification as an investment
entity, a significant component of the Pfizer obesity
royalty interest asset is now recognised as fair value
of cash flows from intangible assets. Determining this
fair value involves significant judgement given the
asset’s clinical-stage profile and the potential scale of
future milestone and royalty receipts. The Committee
reviewed reports from management, the Valuation
Committee and external valuation specialists outlining
the methodologies applied, including discounted cash
flow analysis, clinical probability assumptions and
relevant market benchmarks. The Committee also
considered recent external developments within the
Metsera programme, broader industry transactions and
independent analyst reports as part of its assessment.
Having reviewed and challenged the key assumptions
and sensitivities, including tax considerations, the
Committee was satisfied that the valuation adopted at
the year end was appropriate and consistent with the
Group’s valuation policy and IPEV guidelines.
92 IP GROUP PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT.
Application of the consolidation
requirements of IFRS 10 in respect of IPG
Cayman LP and Istesso Limited
Following the Group’s assessment in December 2025
and its decision to classify the Group as an investment
entity at 31 December 2025, IPG Cayman LP and Istesso
Limited will continue to be measured at fair value
through profit or loss regardless of whether the Group is
considered to control these entities or not, in line with the
requirements of IFRS 10.
Review of Annual Report and
Accounts and Half-yearly Report
The Committee carried out a thorough review of the
Group’s Annual Report and Accounts and its Half-yearly
Report for 2025 resulting in the recommendation of both
for approval by the Board. In carrying out its review, the
Committee gave particular consideration to whether
the Annual Report, taken as a whole, was fair, balanced
and understandable, concluding that it was. It did this
primarily through consideration of the reporting of the
Group’s performance, business model and strategy,
the competitive landscape in which it operates, the
significant risks it faces, the progress made against
its strategic objectives and by its portfolio companies
during the year.
In addition to the significant accounting judgements
and estimates noted above, the Committee also
considered segmental reporting, long-term viability and
going concern disclosures and the use of Alternative
Performance Measures (“APMs”). The Committee also
reviewed a summary of controls reliance gained in
the year and related internal control disclosures made
within the Corporate Governance report.
Going concern and long-term
viability review
On an annual basis, the Committee reviews and
approves the long-term viability review prepared by
management and satisfies itself that the Group remains
a going concern for a period of at least twelve months
from the publication date of the accounts, and that
therefore the going concern basis for the preparation of
the Group’s results remains appropriate.
The Committee reviewed a management assessment
of the Group’s long-term viability. The long-term
viability review was based on the Group’s three-year
strategic plan, including forecast levels of investment,
realisations, overheads, financing cash flows and
shareholder returns. Management conducted scenario
analysis under both intermediate and severe downside
scenarios, and back-testing to assess the Group’s ability
to continue operating within the cash trap and covenant
limits of its debt facility. There was an inadvertent,
technical breach of the Group’s financial covenants
and cash trap provisions in the year (see Note 20). In
dialogue with noteholders concerning the impact of the
change in investment entity basis on the presentation of
cash and cash equivalents in the consolidated financial
statements, it was highlighted that cash was defined
more tightly than cash equivalents, being restricted to
only cash held in IP Group plc, whereas cash equivalents
within any Group company were included. The Group
had previously been working on the basis that cash held
anywhere within the Group qualified for the purposes
of the covenant, and this difference in interpretation
only became apparent through those discussions
with noteholders. The Group held £87.8m of cash and
cash equivalents and a further £123.2m of deposits at
the balance sheet date, but insufficient cash was held
directly by the parent.
The Group has remedied this by transferring cash to
the parent after the period end and has also, after the
period end, obtained a waiver in respect of any and all
historical breaches from the lender. This breach has
resulted in borrowings of £119.7m being reclassified
from non-current to current liabilities at the year end.
The Group maintains an ongoing dialogue with its
noteholders and will monitor the covenants’ position
against forecasts and budgets to ensure that it operates
within the prescribed limits. The liquid assets available
to the Group including cash and cash equivalents in
portfolio companies far exceeded the outstanding
borrowing at the year end.
The Committee agreed to recommend the Viability
Statement, which is set out on page 46, to the Board for
approval.
Risk and internal controls
The key elements of the Group’s internal control
framework and procedures are set out on pages 36 and
37. The principal risks the Group faces are set out on
pages 39 to 45. During the year, the Committee devoted
part of each meeting to items concerning risk and risk
management.
An important element of the Group’s risk management
framework is the Risk Council whose purpose is to co-
ordinate governance, risk management and controls
internally prior to reporting to the Committee and
Board. Its permanent members are the CFOO, Company
Secretary, Finance Director and Group Risk Officer, with
other executives and management from across the
business attending during the year as necessary. The
Risk Council met four times during the year and reported
to the Committee at each meeting.
The Committee reviewed management’s progress on
developing an implementation plan for the Provision 29
requirements included in the revised 2024 UK Corporate
Governance Code, which apply to financial years
beginning on or after 1 January 2026. This included the
output of workshop sessions with the Group’s senior
management facilitated by PwC to agree the Group’s
material risks and those controls that significantly
mitigate the material risks to an acceptable level, i.e.
the Group’s material controls. The Risk Council reported
its complete list of material risks and controls and
proposed an internal definition for material controls to
the Committee at its meeting in June 2025 and where
an additional portfolio monitoring control was agreed at
the request of the Committee.
The Committee reviewed the output of testing of all
material controls designed to mitigate the Group’s
material risks, including financial, operational,
compliance and non-financial reporting controls. PwC
provided independent expertise to the Committee via
the completion of a design and operating effectiveness
review of the Group’s material controls in accordance
with the Global Internal Audit Standards. No significant
IP GROUP PLC ANNUAL REPORT 2025 93
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
failings or weaknesses were identified. Certain areas
for control enhancement have been identified, and
action plans have been established to address these
improvements. Progress on implementation was
monitored by the Risk Council and reported to the
Committee, with all actions committed for completion
by the reporting date having been fully implemented.
The controls identified for enhancement did not
compromise the integrity of the Group’s financial
reporting or overall control environment. A rolling
programme of operating effectiveness is in place
for 2026, overseen by the Risk Council with updates
scheduled to ARC throughout the year.
During 2025, the Committee reviewed management’s
updated assessment of principal risks and risk appetite
statements, prepared using input from the Risk Council,
and took part in a risk workshop to assess the Group’s
principal risks, risk appetite and desired control
investment. The Committee reviewed output from the
Risk Council summarising key themes arising from
the operational risk reviews and the Group’s updated
principal risk profiles. The Committee also carried
out a horizon-scanning exercise to identify potential
emerging risks.
The Committee’s review of risk management systems
in place includes an assessment of performance
of the Risk Council against agreed objectives and
monitoring of key risk indicators against pre-agreed
thresholds determined in response to the Board’s
annual assessment of the Group’s principal risks and risk
appetite.
Cybersecurity
The Board continues to consider cyber threats as a
principal risk to the business with an overall “high”
risk rating. During the year the Committee has been
provided with regular updates on the cyber and
information security in place across the Group. The
Group continued to deploy regular interactive cyber
threat refresher sessions and a compulsory annual
training session whose completion was monitored by
the Risk Council.
Compliance
Ensuring compliance for regulated businesses remains
a priority from the perspective of the Committee
and regular updates are provided to the Committee
by the Group’s subsidiary compliance officers and
international equivalents. Ongoing internal reviews are
conducted through the use of a compliance monitoring
programme and specialist advisory firms including local
advisors are employed to advise on areas of regulation
relevant to the Group’s operations where required.
The Committee reviewed the summary findings of
procedures in place which review the nature of gifts
and hospitality received and provided in the year to
identify any instances of corruption and bribery, and
the Committee reviewed and approved the “Failure
to Prevent Fraud Policy and Procedures”, which
consolidated the requirements of the new corporate
offence of failure to prevent fraud as well as the Group’s
existing anti-facilitation of tax evasion policy and
procedures.
Internal audit
As required by the UK Corporate Governance Code,
the ARC conducted its annual assessment of whether
the Group should operate an internal audit function.
After considering the Group’s size, risk profile and the
assurance obtained through its existing risk, compliance
and financial control processes, the Committee
concluded that a dedicated internal audit function
continues not to be required.
The Committee reaffirmed the Group’s proportionate
approach of commissioning PwC to perform targeted,
risk-based reviews where independent assurance is
most valuable.
The Committee will continue to review the need for an
internal audit function annually and will recommend
establishing one should the Group’s scale, operations or
risk profile change.
ARC priorities for 2026
Looking ahead to 2026, the Committee’s priorities will
centre on strengthening valuation-related governance
and assurance across the Group. This includes
continued oversight of valuation methodologies,
supporting documentation and the consistency of
application across the portfolio, alongside active
participation in the Valuation Committee to ensure
robust challenge and transparent reporting. The
Committee will also continue to monitor the delivery
of programmes designed to support the Group’s
attestation under Provision 29 of the UK Corporate
Governance Code, including the ongoing evaluation of
the design and operating effectiveness of the Group’s
material controls.
In addition, the Committee will assess the performance
and effectiveness of the external auditor and continue
to oversee targeted internal audit projects, recognising
the evolving risk landscape and the Committee’s role in
ensuring that assurance sources remain appropriately
designed, executed and evidenced.
External audit
Audit planning
The Committee discussed the auditor’s plan for the
2025 year end audit at its June meeting. This included a
summary of the proposed audit scope and the auditor’s
assessment of the most significant financial reporting
risks facing the Group, together with the auditor’s
proposed audit approach. The main areas of audit
focus for the year included the valuation of the Group’s
unquoted investments, consideration of IFRS 10 and the
reclassification of the Group as an investment entity
and the fair value of the expected Pfizer obesity royalty
interest payments.
As in previous years a number of the Group’s smaller
subsidiaries will be audited by Moore Northern Home
Counties Limited.
Appointment and independence
The Committee advises the Board on the appointment
of the external auditor and on its remuneration both
for audit and non-audit work and discusses the nature,
scope and results of the audit with the external auditor.
The Committee keeps under review the independence
and objectivity of the external auditor. Controls in place
include monitoring the independence and effectiveness
of the audit, implementing a policy on the engagement
AUDIT AND RISK COMMITTEE REPORT.
94 IP GROUP PLC ANNUAL REPORT 2025
AUDIT AND RISK COMMITTEE REPORT.
of the external auditor to supply non-audit services,
and a review of the scope of the audit and fee and
performance of the external auditor.
Mandatory audit firm rotation is required after 20 years,
and a re-tender must be conducted at least every
ten years. The Code requires disclosure of the length
of tenure of the current audit firm and when a tender
was last conducted, as well as advance notice of any
re-tendering plans. KPMG LLP has acted as the auditor
to the Group since 2014, with a tender taking place in
2023 which resulted in the reappointment of KPMG LLP.
The lead audit partner rotates every five years to assure
independence. Jatin Patel became lead audit partner
responsible for the Group’s statutory audit for the 2024
year end.
Non-audit work
The Group has a policy for setting out what non-audit
services can be procured by the Group from the external
auditor. The policy aims to support and safeguard the
objectivity and independence of the external auditor
and incorporates the requirements of the FRC’s revised
Ethical Standards for auditors.
A copy of the Group’s non-audit services policy is
available at www.ipgroupplc.com/investors/corporate-
governance.
An analysis of audit and non-audit fees paid to KPMG is
provided in note 7 to the financial statements. In 2025,
the only non-audit service provided by KPMG in the year
was the review of the Group’s half-yearly results.
The Committee typically engages other firms to perform
finance-related consulting engagements to ensure that
the independence of the auditor is not compromised
and during 2025 engaged the services of PwC (internal
audit, risk and governance), Deloitte (valuations), Kroll
(valuations) and BDO (tax).
Auditor independence
KPMG has reviewed its own independence in line with
the FRC’s Ethical Standards for auditors and its own
ethical guideline standards. KPMG has confirmed to the
Committee that following its review it is satisfied that
it has acted in accordance with relevant regulatory
and professional requirements. KPMG has provided
the Committee with details of the safeguards in place
which include a culture of regular training, internal
accountability and independent reviews performed
by an engagement quality control reviewer, who is a
partner not otherwise involved in the Group’s audit,
and an annual attestation from all KPMG partners
and staff to confirm their compliance with internal
ethics and independence policies and procedures,
including in particular that the audit team have no
prohibited shareholdings which include IP Group plc
and portfolio company shares. Having considered the
aforementioned safeguards, the level of non-audit
services provided in the year and a formal statement
of independence, the Audit and Risk Committee is
satisfied that the independence of the auditor has been
maintained.
FRC audit quality review
During 2025, the Committee was made aware that
the FRC’s Audit Quality Review Team (“AQRT”) would be
reviewing KPMG’s audit of the Group’s 2024 financial
statements as part of its annual inspection of audit
firms. The Committee received and reviewed the final
report from the FRC in November 2025 and discussed
the findings with the lead audit partner. The Committee
was satisfied that the matters raised by the AQRT were
appropriately incorporated into the 2025 audit plan.
Auditor effectiveness
In order to assess the effectiveness of the external audit
process, the Committee requested that management
provide feedback on the outcome of the 2024 audit
process, considering areas including planning
effectiveness, audit quality and audit efficiency. The
Committee concurred with management’s view that
there had been appropriate focus and challenge of
the primary areas of audit risk and the Committee
concluded that the substantive and detailed approach
taken by the auditor was entirely appropriate and
effective.
As in the previous year, the majority of the Group’s
assets by value were reviewed as part of the audit,
and once again there was particular emphasis on
the valuation of unquoted investments. KPMG utilised
specialist corporate finance staff to support its audit
work on the valuation of Istesso Limited and the Pfizer
obesity royalty interest and, overall, the auditor’s risk-
based approach drew on both their knowledge of
the business and the wider economic and business
environment.
Dr Caroline Brown
Chair of the Audit and Risk Committee
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 95
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
DIRECTORS’ REPORT.
Report of the Directors
The Directors present their report together with the
audited financial statements for IP Group plc and its
subsidiaries for the year ended 31 December 2025.
Corporate Governance Statement
Information that fulfils the requirements of the Corporate
Governance Statement can be found on pages 56 to
68 and is incorporated into this Directors’ report by
reference.
Dividend
No dividend was paid, or is to be paid, in relation to the
year ended 31 December 2025.
Directors
The names of Directors who held office during the year
ended 31 December 2025 were as follows:
Executive Directors
• Greg Smith
• David Baynes
Non-executive Directors
• Sir Douglas Flint (Chair)
• Dr Caroline Brown
• Heejae Chae
• Aedhmar Hynes
• Anita Kidgell
Details of the interests of the Directors in the share
capital of the Company are set out in the Directors’
Remuneration Report on page 85.
The appointment and replacement of Directors is
governed by the Company’s Articles of Association
(the “Articles”), the Corporate Governance Code (the
“Code”), the Companies Act 2006 (the “CA 2006”) and
related legislation. Subject to the Articles, the CA 2006
and related legislation, any directions given by special
resolution and any relevant statutes and regulations, the
business of the Company will be managed by the Board
who may exercise all the powers of the Company.
Principal risks and uncertainties
and financial instruments
The Group is exposed to a number of risks through its
operations, where risk mitigation is most notably focused
on ensuring continued capabilities to support portfolio
companies. The Group’s risk management objectives
and policies are described on pages 36 and 37 and in
the Corporate Governance report on page 67. Further
information on the Group’s financial risk management
objectives and policies, including those in relation to
credit risk, liquidity risk and market risk, is provided in the
note 4 to the consolidated financial statements, along
with further information on the Group’s use of financial
instruments.
Significant events affecting
the Group
Details of the important events affecting the Group and
future development of the business are described on
pages 04 to 13 of the Strategic Report.
Branches of the Group outside
of the UK
The Group does not have any branches outside of
the UK.
Research and development
Details of the Group’s activities in the field of research
and development are set out on pages 09 to 19 of the
Strategic Report.
Significant agreements
The Group has entered into various agreements to form
partnerships or collaborations with nine universities in
Australasia, which contain certain change-of-control
provisions. In addition, in 2022 the Group entered into
a Note Purchase Agreement with Phoenix Group in
relation to private placement debt which contains
certain provisions that would apply in the event of a
change of control. There are no agreements between
the Company, its Directors or employees that provide
for compensation for loss of office or employment that
occurs because of a takeover bid.
Share capital and related matters
Details of the structure of the Company’s share capital
and the rights attaching to the Company’s shares
are set out in note 21 to the consolidated financial
statements. There are no specific restrictions on the size
of a holding or on the transfer of shares, which are both
governed by the general provisions of the Company’s
Articles and prevailing legislation.
At the last Annual General Meeting (“AGM”) of the
Company held on 12 June 2025 (the “2025 AGM”),
authority was given to the Directors pursuant to the
relevant provisions of the CA 2006 to allot shares and
grant rights over securities in the Company within the
parameters permitted by the Investment Association’s
Share Capital Management Guidelines. The Directors
propose to renew this authority at the Company’s next
AGM to be held on 18 June 2026 (“2026 AGM”).
Authority was also granted at the 2025 AGM to disapply
pre-emption rights in respect of the allotment of
ordinary shares on both a general basis and in respect
of acquisitions and specified capital investments, within
the parameters permitted by the Pre-emption Group’s
Statement of Principles published in November 2022
(the “Statement of Principles”). The Directors will seek to
renew these authorities for a similar period at the 2026
AGM in accordance with the Statement of Principles.
On 24 April 2025, the Company sought shareholder
authority at a general meeting to increase the limit on
the number of shares which the Company was able to
purchase pursuant to its share buyback programme,
as the capacity under the existing authorities obtained
at the AGM of the Company held on 12 June 2024 was
likely to have been fully utilised before the 2025 AGM. A
special resolution was passed at the general meeting
which granted the Directors authority to make market
purchases of the Company’s shares up to a maximum
of approximately 10% of the Company’s issued share
capital as at 20 March 2025 up until the 2025 AGM, when
such authority expired.
At the 2025 AGM, a further special resolution was passed
which granted the Directors authority to make market
purchases of the Company’s shares up to a maximum of
approximately 10% of the Company’s issued share capital
as at 10 April 2025 up until the 2026 AGM, when such
authority would expire. This authority has been utilised
96 IP GROUP PLC ANNUAL REPORT 2025
DIRECTORS’ REPORT.
during the year in connection with the Group’s share
buyback programme, which commenced in December
2023 and was subsequently extended in October 2024,
January 2025 and June 2025, in line with the Group’s
commitment to allocate a proportion of cash realisations
to shareholder returns. The extended share buyback
programme completed in November 2025.
Under the buyback programme, during the financial
year ended 31 December 2025, the Group bought back
a total of 91,858,626 ordinary shares of 2p each, the
total consideration for which was £45.7m. The shares
repurchased in 2025 comprised 9.4% of the Group’s
issued share capital as at 31 December 2025.
The Directors will seek to renew the authority to make
market purchases of the Company’s shares within similar
parameters and for a similar period at the 2026 AGM.
Articles of Association
The Company’s Articles may be amended by a special
resolution of the shareholders and were last amended
at the 2021 AGM.
Substantial shareholders
As at the date stated below the following shareholders
held interests of 3% or more in the Company’s ordinary
share capital. Other than as shown, so far as the
Company and its Directors are aware, no other person
held or was beneficially interested in a disclosable
interest in the Company.
Shareholder
% as at
28 February 2026
RPMI Railpen 18.38
Saba Capita
l
11.10
BlackRock 6.35
Jefferies Financial Group
1
6.20
Vanguard Group 5.28
Imperial College of Science
Technology & Medicine 3.49
Janus Henderson Investors 3.35
Legal & General Investment
Management 3.18
Schroder Investment Management 3.09
Corporate and social responsibility
Details of the Group’s policies, activities and aims with
regard to its corporate and social responsibilities,
including details of its greenhouse gas emissions, are
included in the Meaningful Impact section on pages
26 to 29, in the Corporate Governance Statement on
page 62 and in the s172(1) Statement on pages 47 to 55.
Directors’ indemnity and
liability insurance
During the year, the Company has maintained liability
insurance in respect of its Directors. As permitted by
the Articles and to the extent permitted by law, the
Company has also granted the Directors a qualifying
third-party indemnity provision against any liabilities the
Directors may incur in the execution of their duties as
Directors of the Company or its subsidiaries, which was
in force throughout the financial year and remains in
force at the date of approval of this Annual Report.
Regulation
Top Technology Ventures Limited and Parkwalk Advisors
Limited, wholly-owned subsidiaries of the Company,
are authorised and regulated by the Financial Conduct
Authority under the Financial Services and Markets Act
2000. In Australia, the Group’s wholly owned subsidiary,
IP2IPO Australia Management Pty Ltd, is authorised
and regulated by the Australian Securities and
Investment Commission.
Post-balance sheet events
Material events occurring since the balance
sheet date are disclosed in note 30 to the Group’s
financial statements.
Political donations and expenditure
It is the Board’s policy not to make political donations,
incur political expenditure or otherwise make cash
contributions to political parties. The Group did not make
any political donations during 2025. However, the CA
2006 is very broadly drafted in this area and the Board
has raised a concern that it may include activities such
as funding conferences or supporting certain bodies
involved in policy review and law reform. Accordingly, at
the 2025 AGM, the shareholders supported a resolution
on a precautionary basis to authorise the Group to incur
political expenditure (as defined in Section 365 of the CA
2006) not exceeding £50,000 in total at any time from
the date of the 2025 AGM up to the conclusion of the
2026 AGM. The Board will seek renewed authority for the
Group to incur political expenditure of not more than
£50,000 in total at the Company’s 2026 AGM.
Disclosure of information to auditor
At the date of approval of this Annual Report, each
Director confirms that:
• so far as the Director is aware, there is no relevant
audit information of which the Company’s auditor is
unaware; and
• the Director has taken all steps that they ought
to have taken as a Director in order to make
themselves aware of any relevant audit information
and to establish that the Company’s auditor is
aware of that information.
This confirmation is given and should be interpreted
in accordance with the provisions of Section 418 of the
CA 2006.
Going concern
The Directors confirm that they have a reasonable
expectation that the Group will have adequate
resources to continue in operational existence for
at least the next twelve months from the date of the
accounts and, accordingly, they continue to adopt
the going concern basis in preparing the financial
statements. A viability statement, as required by the
Code, can be found in the Strategic Report on page 46.
This Directors’ report was approved by the Board on
16 March 2026 and signed on its behalf by:
Angela Leach
Company Secretary
16 March 2026
1
Includes exposure through financial instruments to which voting rights are attached
IP GROUP PLC ANNUAL REPORT 2025 97
OUR FINANCIALSBUSINESS OVERVIEW
OUR GOVERNANCE
STRATEGIC REPORT
STATEMENT OF DIRECTORS’ RESPONSIBILITIES.
IN RESPECT OF THE ANNUAL REPORT AND THE FINANCIAL STATEMENTS
The Directors are responsible for preparing the Annual
Report, Strategic Report, Directors’ report, the Directors’
Remuneration report, the Corporate governance
statement and the financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group
and parent Company financial statements for each
financial year. Under that law they are required to
prepare the Group financial statements in accordance
with UK-adopted international accounting standards
and applicable law and have elected to prepare the
parent Company financial statements in accordance
with UK accounting standards and applicable law
(UK Generally Accepted Accounting Practice), including
FRS 101 Reduced Disclosure Framework.
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
Group and parent Company and of the Group’s profit or
loss for that period. In preparing each of the Group and
parent Company financial statements, the Directors are
required to:
• select suitable accounting policies and then apply
them consistently
• make judgements and estimates that are
reasonable, relevant and reliable and, in respect
of the parent Company financial statements only,
prudent
• for the Group financial statements, state whether
they have been prepared in accordance with UK-
adopted international accounting standards
• for the parent Company financial statements, state
whether applicable UK accounting standards have
been followed, subject to any material departures
disclosed and explained in the parent Company
financial statements
• assess the Group and parent Company’s ability
to continue as a going concern, disclosing, as
applicable, matters related to going concern
• use the going concern basis of accounting unless
they either intend to liquidate the Group or the
parent Company or to cease operations, or have no
realistic alternative but to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the parent Company’s transactions and disclose
with reasonable accuracy at any time the financial
position of the parent Company and enable them to
ensure that its financial statements comply with the
Companies Act 2006. They are 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, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud
and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in the
UK governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
In accordance with Disclosure Guidance and
Transparency Rule (“DTR”) 4.1.16R, the financial
statements will form part of the annual financial report
prepared under DTR 4.1.17R and 4.1.18R. The auditor’s
report on these financial statements provides no
assurance over whether the annual financial report has
been prepared in accordance with those requirements.
Responsibility statement of the
Directors in respect of the annual
financial report
The Directors confirm that to the best of their knowledge:
• the financial statements, prepared in accordance
with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, financial
position and profit or loss of the Company and the
undertakings included in the consolidation taken as
a whole; and
• the Strategic Report includes a fair review of the
development and performance of the business and
the position of the Company and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face.
The Directors consider the Annual Report and Accounts,
taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders
to assess the Group’s position and performance,
business model and strategy.
On behalf of the Board
Sir Douglas Flint
Chair
16 March 2026
98 IP GROUP PLC ANNUAL REPORT 2025
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
1. Our opinion is unmodified
We have audited the financial statements of IP Group plc (“IP Group” or the
“Company”) for the year ended 31 December 2025 which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial
Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of
Changes in Equity, the Company Balance Sheet, the Company Statement of Changes
in Equity, and the related notes, including the accounting policies in note 1 to both the
Group and the Company financial statements.
In our opinion:
• the financial statements give a true and fair view of the state of the Group’s and of
the parent Company’s affairs as at 31 December 2025 and of the Group’s profit for
the year then ended;
• the Group financial statements have been properly prepared in accordance with
UK-adopted international accounting standards;
• the parent Company financial statements have been properly prepared in
accordance with UK accounting standards, including FRS 101 Reduced Disclosure
Framework; and
• the financial statements have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. Our responsibilities are described below. We believe
that the audit evidence we have obtained is a sufficient and appropriate basis for our
opinion. Our audit opinion is consistent with our report to the Audit and Risk Committee.
We were first appointed as auditor by the shareholders on 13 May 2014. The period of
total uninterrupted engagement is for the 12 financial years ended 31 December 2025.
We have fulfilled our ethical responsibilities under, and we remain independent of the
Group in accordance with, UK ethical requirements including the FRC Ethical Standard
as applied to listed public interest entities. No non-audit services prohibited by that
standard were provided.
Overview
Materiality:
group financial statements
as a whole
£10.7m (2024: £12.3m)
1.0% (2024 1.1%) of Total Assets
Key audit matters vs 2024
Recurring risks
Valuation of certain unquoted
investments and fair value of cash
flows from intangible assets held by
the Parent Company’s subsidiaries
(Group and Parent Company)
New Application of IFRS 10 in respect of
investment entity considerations
(Group and Parent Company)
2. Key audit matters: our assessment of risks of
material misstatement
Key audit matters are those matters that, in our professional judgement, were of most
significance in the audit of the financial statements and include the most significant
assessed risks of material misstatement (whether or not due to fraud) identified by
us, 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.
We summarise below the key audit matters, in decreasing order of audit significance,
in arriving at our audit opinion above, together with our key audit procedures to
address those matters and our findings from those procedures in order that the
Company’s members, as a body, may better understand the process by which we
arrived at our audit opinion. These matters were addressed, and our findings are
based on procedures undertaken, in the context of, and solely for the purpose of, our
audit of the financial statements as a whole, and in forming our opinion thereon, and
consequently are incidental to that opinion, and we do not provide a separate opinion
on these matters.
IP GROUP PLC ANNUAL REPORT 2025 99
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
The risk Our response
Valuation of certain
Investments in
investment entity
subsidiaries (Group
and Parent Company)
(£1,073.8 million)
Refer to page 90 (Audit
and Risk Committee
report) page 114
(accounting policy) and
page 142 (financial
disclosures).
Subjective valuation
The fair value of the Group and Parent Company’s
investment in subsidiaries is predominantly driven by the
value of unquoted investments and cash flows derived
from intangible assets which are held by the subsidiaries.
These assets are typically early-stage investments, which
are neither profitable nor revenue generating.
The fair value of these investments is principally based on
either:
• price of recent orderly funding rounds. This requires
the group to make significant estimates for discount
or premiums based on performance against business
plans, product development progress and expected
cash-out dates; or
• discounted cash flow analyses. This includes the
Group’s two largest assets, Istesso Limited and Zihipp/
Metsera (intangible asset) where significant estimates
are made, notably with respect to discount rate,
probability of success and partnership deal size.
The effect of these matters is that, as part of our risk
assessment, we determined that the estimates in fair
value measurement of certain of these unquoted
investments and intangible assets, as identified above,
have a high degree of estimation uncertainty, with a
potential range of reasonable outcomes greater than our
materiality for the financial statements as a whole, and
possibly many times that amount.
The factors considered in assessing which unquoted
investments and intangible assets were subject to the
highest level of estimation uncertainty included those
requiring short term funding, those which are individually
significant in value, or those with positive or negative
operational or financial developments.
We additionally identified a fraud risk associated with the
valuation of certain unquoted investments and fair value
of cash flows from intangible assets as set out in section
6, “Fraud and breaches of laws and regulations – ability to
detect”.
We performed the tests below, rather than seeking to rely on any of the Group’s
controls, because the nature of the balance is such that we would expect to
obtain audit evidence through fully substantive procedures.
Our procedures included:
• Portfolio understanding: We obtained an understanding of the investments
and intangible assets included within the portfolio through inquiry (including
of the valuation committee) and through our own independent research.
• Methodology choice: In the context of observed industry best practice and
the provisions of the International Private Equity and Venture Capital Valuation
Guidelines, we assessed the appropriateness of the valuation method
selected.
• Our valuation experience: We challenged significant estimates affecting
investee company and cash flows from intangible valuations as follows:
• For investments held at the price of recent investment, we obtained an
understanding of the circumstances surrounding the transaction and
assessed whether the transaction price represented fair value at the
transaction date. We challenged whether this remains an appropriate basis
on which to value the investment as at the year end, including by assessing
the investee company’s performance against relevant milestones since
the transaction. These factors drive the discount/premium applied to the
transaction value.
• For assets measured on a discounted cash flow basis we consulted KPMG
Valuations specialists to assess the suitability of the valuation method
adopted and to independently provide a reasonable range for the
discount rate.
• We used our health and life science specialists to understand and challenge
clinical progress of Istesso and Zihipp/Metsera and the probability of
success estimate made by the Group, including providing deal data on
comparables deals;
• Assessing transparency: We considered the appropriateness, in accordance
with relevant accounting standards, of the disclosures in respect of the
valuation of certain unquoted investments and cashflows derived from fair
value of cash flows from intangible assets and the effect of changing one of
more inputs to reasonable possible alternative valuation assumptions.
Our findings:
We found the Group’s valuation of certain investments in investment entity
subsidiaries to be balanced (2024: balanced) and the related disclosures to be
proportionate (2024: proportionate).
100 IP GROUP PLC ANNUAL REPORT 2025
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
The risk Our response
Application of IFRS 10 in
respect of investment
entity considerations
Refer to page 90
(Audit and Risk
Committee report) and
page 115 (accounting
policy and financial
disclosures).
Accounting judgement
The Directors have concluded, for the reasons set out at
page 115, that the investment entity (“IE”) criteria set out in
IFRS 10 Consolidated Financial Statements were satisfied
for the parent company, thereby requiring it to value its
investments at fair value rather than consolidate them,
unless providing investment services to the group.
If the IE criteria had not met, the inclusion of Zihipp/
Metsera would not have been permitted under IFRS. Given
the impact on the Group, this judgement is considered a
key audit matter.
We performed the procedures below rather than seeking to rely on any of the
Group’s controls because the nature of the judgement is such that we would
expect to obtain audit evidence primarily through the detailed procedures
described.
Our procedures included:
Accounting analysis:
We assessed and challenged the Group’s accounting analysis of factors that
demonstrated the IE criteria in IFRS 10 were met. In particular:
• We inspected evidence setting out when the IE criteria were satisfied in the
period (and how this assessment had changed since the prior period); and
• We inspected evidence supporting the Group’s evaluation of performance on
a fair value basis (including in respect of licences held) and documented exit
plans in respect of portfolio investments.
Assessing transparency:
• We considered the appropriateness of the disclosures related to the Parent
Company’s transition to an investment entity.
Our findings:
In determining the application of IFRS 10 in respect of the investment entity status
of the Parent Company there is room for judgement, and we found that the
judgement was balanced. We found the related disclosures to be proportionate.
Following the transition of the parent Company to an investment entity in the current year, investments in subsidiaries are now recognised at fair value. The fair value of these
subsidiary entities is underpinned by the valuation of unquoted investments and fair value of cash flows from intangible assets, included within the key audit matter above.
Therefore, recoverability of the parent Company’s investment in subsidiary is no longer identified in our report as a separate key audit matter this year.
IP GROUP PLC ANNUAL REPORT 2025 101
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
3. Our application of materiality and an overview
of the scope of our audit
Our application of materiality
Materiality for the Group financial statements as a whole was set at £10.7m (2024:
£12.3m), determined with reference to a benchmark of Group Total Assets, of which it
represents 1.0% (2024: 1.1%).
Materiality for the parent Company financial statements as a whole was set at £10.7m
(2024: £10.3m), determined with reference to a benchmark of Parent Company Total
Assets, of which it represents 1.0% (2024: 1.1%).
In line with our audit methodology, our procedures on individual account balances
and disclosures were performed to a lower threshold, performance materiality, so as
to reduce to an acceptable level the risk that individually immaterial misstatements
in individual account balances add up to a material amount across the financial
statements as a whole.
Performance materiality was set at 75% (2024: 75%) of materiality for the financial
statements as a whole, which equates to £8m (2024: £9.2m) for the Group and
£8m (2024: £7.7m) for the parent Company. We applied this percentage in our
determination of performance materiality because we did not identify any factors
indicating an elevated level of risk.
We agreed to report to the Audit Committee any corrected or uncorrected identified
misstatements exceeding £0.53m (2024: £0.61m), in addition to other identified
misstatements that warranted reporting on qualitative grounds.
Overview of the scope of our audit
We identified the Group as a whole to be a single component, having considered our
evaluation of the Group’s legal structure, the investment valuation approach across
the Group, the existence of common information systems, and our ability to perform
audit procedures centrally.
Accordingly, we performed audit procedures on the single component. The audit was
performed using the materiality and performance materiality levels set out below.
Impact of controls on our Group audit
The Group relies on a number of IT systems and applications to record financial
transactions. We identified the main finance IT system and the systems used to
monitor and maintain investment data as relevant to our Group audit. Our IT auditors
assisted us in obtaining an understanding of the design of general IT controls and
automated controls addressing significant risk areas and process risk points within the
journals process.
We identified certain control deficiencies in relation to journal entries. In response, we
conducted incremental risk assessment procedures to determine the implications
of the deficiencies identified on each financial statement caption. Ultimately, we
assessed the impact on our approach was limited.
Consistent with our approach noted within the key audit matters, we did not plan to
rely on any of the Group’s automated or manual controls in relation to any areas of
our audit (including in relation to the systems which monitor and maintain investment
data). This is because the nature of the majority of the Group’s balances, including the
key audit matter, are such that we would expect to obtain audit evidence primarily
from substantive audit procedures as that approach was either considered more
appropriate to gain sufficient evidence over the relevant balance or more efficient.
Total assets
£1,098.6m
(2024: £1,151.1m)
Group materiality
£10.7m
(2024: £12.3m)
Total assets
Group materiality
£10.7m
Whole financial statements
materiality (2024: £12.3m)
£8.0m
Whole financial statements
performance materiality
(2024: £9.2m)
£0.53m
Misstatements reported to the
Audit and Risk Committee
(2024: £0.61m)
102 IP GROUP PLC ANNUAL REPORT 2025
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
4. The impact of climate change on our audit
In planning our audit we have considered the potential impacts of climate change on
the Group’s business and its financial statements.
Climate change impacts the Group principally through the valuation of investments
and through potential reputational risk associated with the Group’s strategy. The
Group’s exposure to climate change is primarily through the investee companies, as
the key valuation assumptions and estimates could be impacted by climate risks,
for example where a new low carbon technology is more likely to attract greater
investment; this is most apparent in the Cleantech investments.
As part of our audit we have made enquiries of directors to understand the extent of
the potential impact of climate change risk on the Group’s financial statements and
the Group’s preparedness. We have performed a risk assessment of how the impact of
climate change may affect the financial statements and our audit, in particular over
the valuation of investment in investment entity subsidiaries and the related key audit
matter above.
Given the nature of the current investment portfolio, the valuation methods and
investing strategy of the Group, we consider that climate risks do not have a significant
effect on our key audit matters.
We have read the disclosure of climate related information in the front half of the
annual report and considered consistency with the financial statements and our audit
knowledge.
5. Going concern
The directors have prepared the financial statements on the going concern basis as
they do not intend to liquidate the Group or the parent Company or to cease their
operations, and as they have concluded that the Group’s and the parent Company’s
financial position means that this is realistic. They have also concluded that there
are no material uncertainties that could have cast significant doubt over their ability
to continue as a going concern for at least a year from the date of approval of the
financial statements (“the going concern period”).
We used our knowledge of the Group, its industry, and the general economic
environment to identify the inherent risks to its business model and analysed how
those risks might affect the Group’s and parent Company’s financial resources
or ability to continue operations over the going concern period. The risks that we
considered most likely to adversely affect the Group’s and parent Company’s available
financial resources and metrics relevant to debt covenants over this period were:
• Significant additional funding being made into current and future investee
companies; and
• Reduction in realisations over the period including from listed investments.
We considered whether these risks could plausibly affect the liquidity or covenant
compliance in the going concern period by comparing severe, but plausible downside
scenarios that could arise from these risks individually and collectively against the
level of available financial resources and covenants indicated by the Group’s financial
forecasts.
We considered whether the going concern disclosure in notes 1 to both the Group and
parent Company financial statements gives a full and accurate description of the
directors’ assessment of going concern.
Our conclusions based on this work:
• we consider that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate;
• we have not identified, and concur with the Directors’ assessment that there is
not, a material uncertainty related to events or conditions that, individually or
collectively, may cast significant doubt on the Group’s or parent Company’s ability
to continue as a going concern for the going concern period;
• we have nothing material to add or draw attention to in relation to the Directors’
statement in notes 1 to both the Group and parent Company financial statements
on the use of the going concern basis of accounting with no material uncertainties
that may cast significant doubt over the Group and parent Company’s use of that
basis for the going concern period, and we found the going concern disclosure
in notes 1 to both the Group and the parent Company financial statements to be
acceptable; and
• the related statement under the UK Listing Rules set out on page 93 is materially
consistent with the financial statements and our audit knowledge.
However, as we cannot predict all future events or conditions and as subsequent
events may result in outcomes that are inconsistent with judgements that were
reasonable at the time they were made, the above conclusions are not a guarantee
that the Group or the parent Company will continue in operation.
IP GROUP PLC ANNUAL REPORT 2025 103
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
6. Fraud and breaches of laws and regulations –
ability to detect
Identifying and responding to risks of material misstatement
due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed
events or conditions that could indicate an incentive or pressure to commit fraud or
provide an opportunity to commit fraud.
Our risk assessment procedures included:
• Enquiring of Directors and the Audit and Risk Committee as to the Group’s high-
level policies and procedures to prevent and detect fraud, and the Group’s
channel for “whistleblowing” as well as whether they have knowledge of any actual,
suspected or alleged fraud;
• Reading minutes of meetings of those charged with governance; and
• Consideration of the Group’s remuneration policies, such as the Annual Incentive
Scheme (“AIS”), and the associated performance targets.
We communicated identified fraud risks throughout the audit team and remained
alert to any indications of fraud throughout the audit.
As required by auditing standards and taking into account our overall knowledge
of the control environment, we performed procedures to address the risk of
management override of controls, in particular the risk that management may be in a
position to make inappropriate accounting entries and the risk of bias in accounting
estimates and judgements such as valuation of certain unquoted investments and fair
value of cash flows from intangible assets.
On this audit we assessed there to be no fraud risk related to revenue recognition.
We obtained an understanding of all revenue streams and assessed that revenue
recognition is simple in nature, with no material estimation or judgement.
We identified a fraud risk relating to the valuation of certain unquoted investments
and cash flows from intangible assets recognised at fair value (held by the Parent
Company’s subsidiaries). As these assets are unquoted and illiquid, they are valued
using valuation techniques which are subjective and involve the exercise of judgement
by the Group. In addition, the valuation of these investments and fair value of cash
flows from intangible assets drives the remuneration of Directors and is considered
a key indicator for their performance. Due to the highly judgemental nature of
these valuations, the reliance on unobservable inputs and the linkage to Directors’
remuneration, we consider there to be an increased risk of fraud in relation to the
valuation of unquoted investments and fair value of cash flows from intangible assets.
Further detail is set out in the key audit matter disclosures in section 2 of this report.
We performed procedures including:
• Identifying journal entries to test based on risk criteria and comparing the
identified entries to supporting documentation. These included postings made to
unexpected account combinations.
• Assessing whether the judgements made in making accounting estimates
are indicative of a potential bias, including assessing the valuation of Level 3
investments.
Identifying and responding to risks of material misstatement
due to non-compliance with laws and regulations
We identified areas of laws and regulations that could reasonably be expected to
have a material effect on the financial statements from our general commercial and
sector experience and through discussion with the directors (as required by auditing
standards), and discussed with the directors and other management the policies and
procedures regarding compliance with laws and regulations.
As certain entities within the Group are regulated, our assessment of risks involved
gaining an understanding of the control environment including the entity’s procedures
for complying with regulatory requirements.
We communicated identified laws and regulations throughout our team and
remained alert to any indications of non-compliance throughout the audit.
The potential effect of these laws and regulations on the financial statements varies
considerably.
Firstly, the Group is subject to laws and regulations that directly affect the financial
statements including financial reporting legislation (including related companies
legislation), distributable profits legislation and taxation legislation including the
Substantial Shareholding Exemption (“SSE”), and we assessed the extent of compliance
with these laws and regulations as part of our procedures on the related financial
statement items.
Secondly, the Group is subject to many other laws and regulations where the
consequences of non-compliance could have a material effect on amounts or
disclosures in the financial statements, for instance through the imposition of fines or
litigation. We identified the following areas as those most likely to have such an effect:
data protection laws, anti-bribery and employment law. Auditing standards limit the
required audit procedures to identify non-compliance with these laws and regulations
to enquiry of the directors and other management and inspection of regulatory and
legal correspondence, if any. Therefore, if a breach of operational regulations is not
disclosed to us or evidence from relevant correspondence, an audit will not detect that
breach.
104 IP GROUP PLC ANNUAL REPORT 2025
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
Context of the ability of the audit to detect fraud or
breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we
may not have detected some material misstatements in the financial statements,
even though we have properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-compliance with laws and
regulations is from the events and transactions reflected in the financial statements,
the less likely the inherently limited procedures required by auditing standards would
identify it.
In addition, as with any audit, there remained a higher risk of non-detection of fraud,
as these may involve collusion, forgery, intentional omissions, misrepresentations, or
the override of internal controls. Our audit procedures are designed to detect material
misstatement. We are not responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all laws and regulations.
7. We have nothing to report on the other information
in the Annual Report
The directors are responsible for the other information presented in the Annual Report
together with the financial statements. Our opinion on the financial statements does
not cover the other information and, accordingly, we do not express an audit opinion
or, except as explicitly stated below, any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether,
based on our financial statements audit work, the information therein is materially
misstated or inconsistent with the financial statements or our audit knowledge.
Based solely on that work we have not identified material misstatements in the other
information.
Strategic Report and Directors’ Report
Based solely on our work on the other information:
• we have not identified material misstatements in the strategic report and the
Directors’ Report;
• in our opinion the information given in those reports for the financial year is
consistent with the financial statements; and
• in our opinion those reports have been prepared in accordance with the
Companies Act 2006.
Directors’ Remuneration Report
In our opinion the part of the Directors’ Remuneration Report to be audited has been
properly prepared in accordance with the Companies Act 2006.
Disclosures of emerging and principal risks and
longer-term viability
We are required to perform procedures to identify whether there is a material
inconsistency between the directors’ disclosures in respect of emerging and
principal risks and the viability statement, and the financial statements and our audit
knowledge.
Based on those procedures, we have nothing material to add or draw attention to in
relation to:
• the Directors’ confirmation within the viability statement on page 46 that they have
carried out a robust assessment of the emerging and principal risks facing the
Group, including those that would threaten its business model, future performance,
solvency and liquidity;
• the risks and internal controls disclosures on page 93 describing these risks and
how emerging risks are identified, and explaining how they are being managed
and mitigated; and
• the Directors’ explanation in the viability statement of how they have assessed
the prospects of the Group, over what period they have done so and why they
considered that period to be appropriate, and their statement as to whether they
have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment,
including any related disclosures drawing attention to any necessary qualifications
or assumptions.
We are also required to review the viability statement, set out on page 46 under
the UK Listing Rules. Based on the above procedures, we have concluded that the
above disclosures are materially consistent with the financial statements and our
audit knowledge.
Our work is limited to assessing these matters in the context of only the knowledge
acquired during our financial statements audit. As we cannot predict all future events
or conditions and as subsequent events may result in outcomes that are inconsistent
with judgements that were reasonable at the time they were made, the absence
of anything to report on these statements is not a guarantee as to the Group’s and
parent Company’s longer-term viability.
IP GROUP PLC ANNUAL REPORT 2025 105
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
Corporate governance disclosures
We are required to perform procedures to identify whether there is a material
inconsistency between the directors’ corporate governance disclosures and the
financial statements and our audit knowledge.
Based on those procedures, we have concluded that each of the following is materially
consistent with the financial statements and our audit knowledge:
• the Directors’ statement that they consider that the annual report and financial
statements taken as a whole is fair, balanced and understandable, and provides
the information necessary for shareholders to assess the Group’s position and
performance, business model and strategy;
• the section of the annual report describing the work of the Audit and Risk
Committee, including the significant issues that the Audit and Risk Committee
considered in relation to the financial statements, and how these issues were
addressed; and
• the section of the annual report that describes the review of the effectiveness of
the Group’s risk management and internal control systems.
We are required to review the part of the Corporate Governance Statement relating
to the Group’s compliance with the provisions of the UK Corporate Governance
Code specified by the UK Listing Rules for our review. We have nothing to report in
this respect.
8. We have nothing to report on the other matters on
which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept by the parent Company, or
returns adequate for our audit have not been received from branches not visited
by us; or
• the parent Company financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement with the accounting
records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
9. Respective responsibilities
Directors’ responsibilities
As explained more fully in their statement set out on page 98, the directors are
responsible for: the preparation of the financial statements including being satisfied
that they give a true and fair view; 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; assessing the Group and
parent 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 they either intend to liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities
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 our opinion in an auditor’s report. Reasonable assurance is a high
level of assurance, but does not 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
aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities.
The Company is required to include these financial statements in an annual financial
report prepared under Disclosure Guidance and Transparency Rule 4.1.17R and 4.1.18R.
This auditor’s report provides no assurance over whether the annual financial report
has been prepared in accordance with those requirements.
106 IP GROUP PLC ANNUAL REPORT 2025
INDEPENDENT AUDITOR’S REPORT.
TO THE MEMBERS OF IP GROUP PLC
10. The purpose of our audit work and to whom we owe
our responsibilities
This report is made solely to the Company’s members, as a body, in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and the terms of our engagement
by the Company. Our audit work has been undertaken so that we might state to the
Company’s members those matters we are required to state to them in an auditor’s
report, and the further matters we are required to state to them in accordance with
the terms agreed with the Company, and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to anyone other than the
Company and the Company’s members, as a body, for our audit work, for this report,
or for the opinions we have formed.
Jatin Patel
(Senior Statutory Auditor)
for and on behalf of KPMG LLP, Statutory Auditor
Chartered Accountants
15 Canada Square
London
E14 5GL
16 March 2026
IP GROUP PLC ANNUAL REPORT 2025 107
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME.
Note
| 2025 | 2024 | ||
| £m | £m | ||
| Portfolio return and revenue | |||
Change in fair value of equity and debt investments | 14 | ( | ( |
Gain on disposal of equity and debt investments | 17 | ||
Change in fair value of limited and limited liability partnership interests | 15 | ( | ( |
Gain on deconsolidation of subsidiaries | 28A | ||
Revenue from services and other income | 5 | ||
( | |||
| Administrative expenses | |||
Carried interest plan credit | 23 | ||
Share-based payment charge | 22 | ( | ( |
Other administrative expenses | 9 | ( | ( |
( | ( | ||
Operating profit/(loss) | 8 | ( | |
Finance income | |||
Finance costs | ( | ( | |
Profit/(loss) before taxation | ( | ||
Taxation | 11 | ( | |
Profit/(loss) for the year | ( | ||
| Other comprehensive income | |||
| Items that may be subsequently reclassified to the income statement | |||
Exchange differences on translating foreign operations | ( | ||
Total comprehensive profit/(loss) for the year | ( | ||
| Attributable to: | |||
Equity holders of the parent | ( | ||
Non-controlling interest | ( | ||
( | |||
| Earnings/(loss) per share | |||
Basic (p) | 12 | ( | |
Diluted (p) | 12 | ( |
108 IP GROUP PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION.
AS AT 31 DECEMBER 2025
Note
| 2025 | 2024 | ||
| £m | £m | ||
| ASSETS | |||
| Non-current assets | |||
Goodwill | |||
Property, plant and equipment | |||
Investments in investment entity subsidiaries | 28 | ||
Joint venture investment | |||
Equity investments | 14 | ||
Debt investments | 14 | ||
Limited and limited liability partnership interests | 15 | ||
Receivable on sale of debt and equity investments | 16 | ||
Total non-current assets | |||
| Current assets | |||
Assets held for sale | 14 | ||
Trade and other receivables | 18 | ||
Receivable on sale of debt and equity investments | 16 | ||
Deposits | 4 | ||
Cash and cash equivalents | 4 | ||
Total current assets | |||
Total assets | |||
| EQUITY AND LIABILITIES | |||
| Equity attributable to owners of the parent | |||
Called up share capital | 21 | ||
Share premium account | |||
Capital redemption reserve | |||
Retained earnings | |||
Total equity attributable to equity holders | |||
Non-controlling interest | ( | ||
Total equity | |||
| Current liabilities | |||
Trade and other payables | 19 | ||
Borrowings | 20 | ||
Total current liabilities | |||
| Non-current liabilities | |||
Borrowings | 20 | ||
Carried interest plan liability | 23 | ||
Deferred tax liability | 11 | ||
Loans from limited partners of consolidated funds | 20 | ||
Other non-current liabilities | |||
Total non-current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
Registered number: 04204490
The accompanying notes on pages 112 to 154 form
an integral part of the financial statements on pages
108 to 154. The financial statements were approved
by the Board of Directors and authorised for issue on
16 March 2026 and were signed on its behalf by:
Greg Smith David Baynes
Chief Executive Officer Chief Financial Officer
IP GROUP PLC ANNUAL REPORT 2025 109
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
CONSOLIDATED STATEMENT OF CASH FLOWS.
FOR THE YEAR ENDED 31 DECEMBER 2025
Note
2025 1 | 2024 | ||
| £m | £m | ||
| Operating activities | |||
Profit/(loss) before taxation for the period | ( | ||
| Adjusted for: | |||
Change in fair value of equity and debt investments | 14 | ||
Gain on disposal of equity investments | 17 | ( | ( |
Change in fair value of limited and limited liability partnership interests | 15 | ||
Gain on deconsolidation of subsidiaries | 28A | ( | |
Carried interest plan and other deal incentives credit | 23 | ( | ( |
Carried interest scheme payments | 23 | ( | ( |
Share-based payment charge | 22 | ||
Finance income | ( | ( | |
Finance costs | |||
Depreciation of right-of-use asset, property, plant and equipment | |||
Corporate finance fees settled in the form of portfolio company equity | ( | ||
| Changes in working capital | |||
Decrease in trade and other receivables | 18 | ( | ( |
Increase in trade and other payables | 19 | ( | ( |
Distributions and drawdowns with limited partners of consolidated funds | ( | ||
| Other operating cash flows | |||
Interest received | |||
Net cash outflow from operating activities | ( | ( | |
| Investing activities | |||
Purchase of property plant and equipment | |||
Purchase of equity and debt investments | 14 | ( | ( |
Investment in limited and limited liability partnership funds | 15 | ( | ( |
Proceeds from sale of assets held for sale | |||
Proceeds from sale of equity and debt investments | 16 | ||
Distribution from limited partnership funds | 15 | ||
Cash flow to deposits | ( | ( | |
Cash flow from deposits | |||
Interest received on deposits | |||
Cash derecognised on deconsolidation of subsidiaries | ( | ||
Net cash (outflow)/inflow from investing activities | ( | ||
| Financing activities | |||
Repurchase of own shares | 21 | ( | ( |
Lease principal payment | ( | ( | |
Interest paid | ( | ( | |
Repayment of EIB loan facility | 20 | ( | ( |
Net cash (outflow) from financing activities | ( | ( | |
Net (decrease)/increase in cash and cash equivalents | ( | ||
Cash and cash equivalents at the beginning of the year | |||
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at the end of the year |
1
The movements in balances presented in
the cash flows primarily relate to the period
up to 16 December 2025, prior to the change
to Investment Entity status. The cash flow
presented for 2025 includes the movement
for the full 2025 period, including both pre
and post the entity meeting investment
entity status, with movement post the
change to investment entity primarily
recognised through fair value movements
in investments in subsidiaries. See Note
3 for further information regarding the
change in classification of the group as an
investment entity.
The accompanying notes on pages 112 to
154 form an integral part of the financial
statements.
110 IP GROUP PLC ANNUAL REPORT 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.
FOR THE YEAR ENDED 31 DECEMBER 2025
1
Share premium – Amount subscribed for
share capital in excess of nominal value, net
of directly attributable issue costs.
2
Retained earnings – Cumulative net gains
and losses recognised in the consolidated
statement of comprehensive income net of
associated share-based payments credits
and distributions to shareholders.
3
Non-controlling interest – Share of profits
and losses attributable to the Limited
Partners of IP Venture Fund II LP.
4
Currency translation – Reflects currency
translation differences on reserves non-GBP
functional currency subsidiaries. Exchange
differences on translating foreign operations
are presented before tax.
5
Purchase of treasury shares – during 2024,
the Company purchased 45,280,605 ordinary
shares, with an aggregate value of £0.9m
which were initially held in treasury. These
were subsequently used to settle employee
share based payments of 4,481,489 prior to
the remainder being cancelled in September
2024 along with a further 26,493,520 treasury
shares held at the start of the year which
were also cancelled at the same time. A
further 20,609,101 shares with an aggregate
value of £0.5m were purchased in the
period September to December 2024 and
immediately cancelled. The nominal value
of the cancelled treasury share has been
added to the capital redemption reserve.
6
Equity-settled share-based payments
– amounts recognised in respect of the
Group’s share-based payments schemes
recognised as a subsidiary investment in the
Company accounts with a corresponding
entry against equity.
7
During 2025, the Company purchased and
cancelled 91,858,626 ordinary shares with
an aggregate nominal value of £1.7m. At
31 December 2025 the company had nil
treasury shares (FY24: nil). Retained profits
have been reduced by £45.7m (2024:
£29.6m), being the net consideration paid for
the purchase of shares, including expenses
directly relating to the share purchase
8
Following the change in investment entity
status (see note 3), IP Venture Fund II LP is
no longer consolidated and the retained
profit and non-controlling interest relating to
the European Investment Fund’s ownership
share of the fund has been de-recognised,
with a corresponding adjustment to retained
earnings.
Attributable to equity holders of the parent
| Capital | Non- | ||||||
| Share | Share | redemption | Retained | controlling | Total | ||
| capital | premium 1 | reserve 5 | earnings 2 | Total | interest 3 | equity | |
| £m | £m | £m | £m | £m | £m | £m | |
At 1 January 2024 | ( | ||||||
Total comprehensive income for the period | |||||||
Loss for the year | ( | ( | ( | ( | |||
Currency translation 4 | ( | ( | (3.1) | ||||
Total comprehensive income for the period | ( | ( | ( | (210.1) | |||
| Transactions with owners, recorded | |||||||
| directly in equity | |||||||
Purchase of treasury shares 5 | ( | ( | ( | ( | |||
Equity-settled share-based payments 6 | |||||||
| Total contributions by and distributions | |||||||
to owners | ( | ( | ( | ( | |||
At 1 January 2025 | ( | ||||||
Total comprehensive income for the period | |||||||
Profit for the year | |||||||
Currency translation 4 | |||||||
Total comprehensive income for the period | |||||||
| Transactions with owners, recorded | |||||||
| directly in equity | |||||||
Purchase of own shares 7 | ( | ( | ( | ( | |||
Equity-settled share-based payments 6 | |||||||
Change in investment entity status 8 | ( | ( | |||||
| Total contributions by and distributions | |||||||
to owners | ( | ( | ( | ( | |||
At 31 December 2025 |
IP GROUP PLC ANNUAL REPORT 2025 111
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
1. Basis of preparation
A) Basis of preparation
The Annual Report and Accounts of IP Group plc (“IP Group” or the “Company”)
and its subsidiary companies (together, the “Group”) are for the year ended
31 December 2025. The principal accounting policies adopted in the preparation of the
financial statements are set out below. The policies have been consistently applied
to all the years presented, unless otherwise stated. The Group financial statements
have been prepared and approved by the directors in accordance with UK–adopted
international accounting standards (“UK–adopted IFRS”).
The preparation of financial statements in compliance with IFRS requires the use of
certain critical accounting estimates. It also requires Group management to exercise
judgement in the most appropriate selection of the Group’s accounting policies. The
areas where significant judgements and estimates have been made in preparing the
financial statements and their effect are disclosed in note 2.
The financial statements are prepared on a historic cost basis except that certain
assets and liabilities are stated at their fair value in accordance with UK-adopted IFRS.
Going concern
The financial statements are prepared on a going concern basis. The Directors have
completed a detailed financial forecast alongside severe but plausible scenario–
based downside stress–testing, including the impact of declining portfolio values and
a reduced ability to generate portfolio realisations.
At the balance sheet date, the Group had a gross cash and deposits balance cash of
£211.0m, of which £16.5m of cash is held in consolidated subsidiaries and the remainder
in fair value investment in subsidiaries. This provides liquidity for around two years’
operating expenses and portfolio investment at recent levels, and scheduled debt
repayments. Furthermore, the Group has a portfolio of investments valued at around
£1.0bn, which is anticipated to provide further liquidity over the forecast period.
There was an inadvertent, technical breach the Group’s financial covenants in
the year (see Note 20). In dialogue with noteholders concerning the impact of the
change in investment entity basis on the presentation of cash and cash equivalents
in the consolidated financial statements, it was highlighted that cash was defined
more tightly than cash equivalents, being restricted to only cash held in IP Group
plc, whereas cash equivalents within any Group company were included. The Group
had previously been working on the basis that cash held anywhere within the Group
qualified for the purposes of the covenant, and this difference in interpretation only
became apparent through those discussions with noteholders. The Group held £87.8m
of cash and cash equivalents and a further £123.2m of deposits at the balance sheet
date, but insufficient cash was held directly by the parent.
The Group is remedying this by transferring cash and short-term deposits to the
parent after the period end and has also, after the period end, obtained a waiver in
respect of any and all historical breaches from the lender. This breach has resulted
in borrowings of £119.7m being reclassified from non-current to current liabilities at
the year end. The Group maintains an ongoing dialogue with its noteholders and
will monitor the covenants’ position against forecasts and budgets to ensure that it
operates within the prescribed limits. The liquid assets available to the Group including
cash and cash equivalents in portfolio companies far exceeded the outstanding
borrowing at the year end.
Accordingly, our forecasting indicates that the Group and its parent Company has
adequate resources to enable it to meet its obligations including its debt covenants
and to continue in operational existence for at least the next twelve months from the
approval date of the accounts. For further details see the Group’s viability statement
on page 46.
B) Basis of Consolidation – applied from 16 December 2025
Investment Entity Status
The Group’s adoption of the investment entity exemption under IFRS 10, including the
date of adoption, accounting treatment and resulting impact on consolidation and
measurement, is set out in Note 3.
Consolidated subsidiaries
From 16th December 2025, the consolidated financial statements of the Company
(IP Group plc) include the results, cash flows and changes in equity of the following
subsidiaries, which are deemed to provide services that relate to the Group’s
investment activities:
Name of subsidiary undertakings Nature of business % ownership
Top Technology Ventures Limited(iii) Investment and corporate
finance advisor
100.0
IP Venture Fund II (GP) LLP(iii) General partner 100.0
IP Ventures (Scotland) Limited(iii) General partner 100.0
IP2IPO Portfolio (GP) Limited(iii) General partner 100.0
Parkwalk Advisors Limited Investment advisor 100.0
All other group subsidiaries are held at fair value.
C) Basis of Consolidation – applied until 16 December 2025
112 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
(iii) Limited Partnerships and Limited Liability Partnerships
(“Limited Partnerships”)
a) Consolidated Limited Partnership fund holdings
The Group has a holding in the following Limited Partnership fund, which it determines
that it controls and hence consolidates on a line by line basis:
Name
Interest in Limited partnership
%
IP Venture Fund II LP (“IPVFII”) 33.3
In order to determine whether the Group controls the above funds, it has considered
the IFRS 10 control model and related application guidance. In respect of IPVFII, the
Group has power via its role as fund manager of the partnership, and exposure to
variable returns via its 33.3% ownership interest, resulting in the conclusion that the
Group controls and hence consolidates the fund.
b) Other non-consolidated Limited Partnership fund holdings
In addition to Limited Partnerships where Group entities act as general partner and
investment manager, the Group has interests in three further entities which are
managed by third parties:
Name
Interest in Limited
partnership
%
Fund Value
2025
£m
North America University Innovation LP
(formerly IPG Cayman LP)
68.1 22.3
UCL Technology Fund LP (“UCL Fund”) 46.4 18.4
Technikos LLP (“Technikos”) 17.8 1.3
1. Basis of preparation continued
IP GROUP PLC ANNUAL REPORT 2025 113
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
iv) Other third-party funds under management
In addition to the Limited Partnership fund IPVFII, described above, the Group also
manages other third-party funds, including within its Parkwalk Advisors business unit,
and on behalf of Australian superannuation fund Hostplus. In both cases, the Group
has no direct beneficial interest in the assets being managed, and its sole exposure
to variable returns relates to management fees and performance fees payable on
exits above a specified hurdle. As a result, the Group is not deemed to control these
managed assets under IFRS10 and they are not consolidated.
vi) Intercompany loans
All intercompany loans are initially recognised at fair value and subsequently
measured at amortised cost. Where intercompany loans are intended for use on
a continuing basis in the Company’s activities, and there is no intention of their
settlement in the foreseeable future, they are presented as non-current assets.
D) Other accounting policies
Regulated capital
Top Technology Ventures Limited and Parkwalk Advisors Ltd, are Group subsidiaries
which are subject to external capital requirements imposed by the Financial Conduct
Authority (“FCA”). Similarly, the Group’s subsidiary in Hong Kong IP Group Greater China
Services Limited is subject to external capital requirements imposed by the Securities
and Futures Commission of Hong Kong (“SFC”). As such these entities must ensure that
they have sufficient capital to satisfy their respective requirements. The Group ensures
it remains compliant with these requirements as described in their respective financial
statements.
2. Significant accounting estimates and judgements
The Directors have made the following judgements and estimates that have had
the most significant effect on the carrying amounts of the assets and liabilities in
the consolidated financial statements. Estimates and judgements are continually
evaluated and are based on historical experience and other factors, such as
expectations of future events, and are believed to be reasonable under the
circumstances. Actual results may differ from these estimates. The estimates and
assumptions which have the most significant effects on the carrying amounts of the
assets and liabilities in the financial statements are discussed below.
(i) Valuation of investment entity subsidiaries
(significant estimate)
Following the adoption of the investment entity exemption described in Note 3, the
Group’s most significant accounting estimates relate to the fair value measurement of
investment entity subsidiaries. Detail on these estimates and the underlying valuation
judgements is provided Note 28.
Investment entity valuation judgments
The fair value of investment entity subsidiaries reflects the fair value of the underlying
assets and liabilities held within those entities, including equity and debt investments,
the fair value of cash flows from intangible assets, limited partnership interests,
deferred and contingent consideration receivable and carried interest plan liabilities.
These assets and liabilities are measured in accordance with the Group’s accounting
policies set out in notes 13 and 14, applying valuation techniques that maximise the use
of observable inputs and reflect market participant assumptions.
Significant judgement is applied in determining the appropriate valuation
methodologies, assumptions and inputs used in measuring the fair value of the
underlying portfolios, and in assessing whether the aggregate fair value appropriately
reflects conditions at the reporting date. As substantially all of the assets and liabilities
within investment entity subsidiaries are classified as Level 3, the resulting valuations
are inherently uncertain and could differ materially from realised outcomes.
Judgments used in valuing investment entities fair value reflect consistent application
of judgments set out below in respect of the investment assets held within those
subsidiaries.
1. Basis of preparation continued
114 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Pre-investment entity valuation judgments
Up to 16 December 2025, the Group did not apply the investment entity exemption
under IFRS 10. Accordingly, significant accounting estimates arose in respect of the
valuation of specific classes of assets recognised within the consolidated balance
sheet, unquoted equity and debt investments, limited partnership interests and
amounts receivable on the sale of equity and debt investments.
The Group’s accounting policy in respect of the valuation of unquoted equity and debt
investments is set out in note 14, in respect of limited partnership interests in note 15
and in respect of amounts receivable on sale of equity and debt investments in note
16. In applying this policy, the key areas over which judgement was exercised include:
• Selection of the appropriate valuation method
• Consideration of whether a funding round is at arm’s length and therefore
representative of fair value.
• The relevance of the price of recent investment as an input to fair value, which
typically becomes more subjective as the time elapsed between the recent
investment date and the balance sheet date increases.
• In the case of companies with complex capital structures, the appropriate
methodology for assigning value to different classes of equity based on their
differing economic rights.
• Where an upwards or downwards calibration adjustment to a funding transaction
valuation to reflect positive or negative developments within the company in
question, the size of the adjustment made.
• Where using valuation methods such as DCF or revenue multiples, the assumptions
around inputs including the drug development timeline, probability of clinical trial
success, the selection of relevant comparable deal sizes, the probability of securing
a pharmaceutical partner, drug sales profiles, royalty rates, discount rates and
drug development costs
• Where valuations are based on future events such as sales processes or
future funding rounds, the appropriate level of execution risk to be applied to
the anticipated event when assessing its valuation impact as at the balance
sheet date.
• Debt investments typically represent convertible debt; in such cases judgement
is exercised in respect of the estimated equity value received on conversion of
the loan.
• For limited partnership investments, the above considerations are applied to the
fund in question’s equity and debt investments in determining whether the fund
manager’s Net Asset Value statement values are appropriate.
Valuations were based on management’s judgement after consideration of the above
and upon available information believed to be reliable, which may be affected by
conditions in the financial markets. Due to the inherent uncertainty of the investment
valuations, the estimated values may differ significantly from the values that would
have been used had a ready market for the investments existed, and the differences
could be material. Note 14 provides disclosure details on sensitivity and estimation
uncertainty.
Investment-specific critical estimates
Critical estimates in respect of the Group’s investment in Istesso Limited, including
Discounted Cash Flow “DCF” model assumptions in respect of the Phase 2b success
rates, selected pharma partner deal size and discount rate, together with sensitivity
disclosures in respect of these estimates, are disclosed in Note 28.
Critical estimates in respect of the Pfizer Obesity Royalty Interest, including DCF model
assumptions in respect of the drug development timeline, clinical trial success rates
and discount rate, together with sensitivity disclosures in respect of these estimates,
are disclosed in Note 28.
(ii) Investment entity classification (significant judgment)
Significant judgement has been applied in determining that IP Group plc meets
the definition of an investment entity as set out in IFRS 10 Consolidated Financial
Statements. Details of the key considerations in making this judgment are included in
Note 3.
Application of IFRS 10 in respect of Istesso Limited and IPG Cayman LP
Following the change in investment entity basis described in Note 3, judgments made
relating to the application of IFRS 10 in respect of Istesso Limited and IPG Cayman Fund
L.P. (Longview Innovation) are no longer significant at 31 December 2025. Both entities
continued not to be consolidated prior to the change in investment entity basis, in line
with the judgment documented in the prior year financial statements.
3. Change in IFRS 10 Investment Entity basis
Historically, IP Group has not qualified as an investment entity under IFRS 10, which
requires an entity to meet three conditions:
i. obtaining funds from investors to provide investment management services;
ii. having a business purpose focused solely on returns from capital appreciation,
investment income, or both; and
iii. measuring and evaluating the performance of substantially all investments on a
fair value basis.
The Group had not previously fully met these criteria due to several features of its
activities: the flexibility to pursue direct commercialisation of intellectual property
where this was considered the most attractive route to shareholder value; the ability to
hold investments indefinitely; and the absence of defined exit strategies for early stage
assets.
During 2025, a number of developments prompted a reassessment of this conclusion,
the most significant being the transformation of the Group’s licensing business.
Historically, licensing had operated as an active commercialisation function, resourced
2. Significant accounting estimates and judgements
continued
IP GROUP PLC ANNUAL REPORT 2025 115
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
and managed as a trading-oriented activity and generating modest recurring
revenues. However, the substantial increase in the value of the Pfizer Obesity Royalty
Interest — driven by Metsera’s clinical progress and subsequent acquisition by Pfizer for
up to $10bn in November 2025 shifted the nature of the business. The licensing function
is now focused on managing a small number of higher value assets which are
assessed on a fair value basis consistent with investment management rather than
operational performance, leading to its reclassification as an investing activity and
providing a clear trigger for the re-assessment of the Group’s investment entity status.
In addition, the Group’s increased emphasis on portfolio realisations has reduced the
relevance of holding assets indefinitely and has led to clearer exit strategies across the
portfolio, including at earlier stages. Although these latter changes evolved gradually
and did not present a single clear trigger point, they collectively strengthened
alignment with the IFRS 10 investment entity criteria.
At its meeting on 16 December, the Committee made an active decision to agree
a change in the measurement basis and investment classification of the licensing
business. As a result of this decision, together with the documentation of exit strategies
and the monitoring of fair value for assets not previously measured on that basis,
the Committee concluded that the Group satisfied all three qualifying conditions
for classification as an investment entity. The Committee recommended the
reclassification to the IP Group plc Board of Directors, which subsequently approved it.
Following the decision to change in investment entity status on 16 December 2025, the
Group ceased to consolidate its investment entity subsidiaries and now recognises
these subsidiaries at their fair value as at 31 December 2025. Substantially all the
£117.8m gain recognised on the change in investment entity status arises from the
inclusion of the licences at fair value. Licences were valued at £99.1m, tax losses
included within the valuation of IP2IPO Innovations Limited at £10.3m and £8.4m of
Deferred tax recognised within investment entity subsidiaries.
4. Financial risk management
As set out in the principal risks and uncertainties section on pages 38 to 45, the Group
is exposed, through its normal operations, to a number of financial risks, the most
significant of which are market, liquidity and credit risks.
In general, risk management is carried out throughout the Group under policies
approved by the Board of Directors. The following further describes the Group’s
objectives, policies and processes for managing those risks and the methods used to
measure them. Further quantitative information in respect of these risks is presented
throughout these financial statements.
3. Change in IFRS 10 Investment Entity basis continued
116 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
2025 | 2024 | |||||||
| Floating | Interest | Floating | Interest | |||||
| Fixed rate | rate | free | Total | Fixed rate | rate | free | Total | |
| £m | £m | £m | £m | £m | £m | £m | £m | |
| Financial assets | ||||||||
Investments in investment entity subsidiaries | 123.0 | 71.4 | 879.4 | 1,073.8 | – | – | – | – |
Equity investments | – | – | – | – | – | – | 713.8 | 713.8 |
Debt investments | – | – | 3.4 | 3.4 | – | – | 51.6 | 51.6 |
Limited and limited liability partnership interests | – | – | 1.2 | 1.2 | – | – | 58.1 | 58.1 |
Assets held for sale | – | – | – | – | – | – | 13.9 | 13.9 |
Trade receivables | – | – | 0.2 | 0.2 | – | – | 0.7 | 0.7 |
Other receivables | – | – | 3.0 | 3.0 | – | – | 5.6 | 5.6 |
Receivable on sale of debt and equity investments | – | – | – | – | – | – | 20.1 | 20.1 |
Deposits | – | – | – | – | 170.0 | – | – | 170.0 |
Cash and cash equivalents | – | 16.5 | – | 16.5 | 10.8 | 104.4 | 0.4 | 115.6 |
Total | 123.0 | 87.9 | 887.2 | 1,098.1 | 180.8 | 104.4 | 864.2 | 1,149.4 |
| Financial liabilities | ||||||||
Trade payables | – | – | (0.2) | (0.2) | – | – | (0.3) | (0.3) |
Other accruals and deferred income | – | – | (2.8) | (2.8) | – | – | (12.2) | (12.2) |
Borrowings | (119.7) | – | – | (119.7) | (129.1) | – | – | (129.1) |
Carried interest plan liability | – | – | – | – | – | – | (27.3) | (27.3) |
Deferred tax liability | – | – | (0.8) | (0.8) | – | – | (4.5) | (4.5) |
Loans from Limited Partners of consolidated funds | – | – | – | – | – | – | (19.9) | (19.9) |
Other non-current liabilities | – | – | – | – | – | – | (5.4) | (5.4) |
Total | (119.7) | – | (3.8) | (123.5) | (129.1) | – | (69.6) | (198.7) |
4. Financial risk management continued
IP GROUP PLC ANNUAL REPORT 2025 117
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| 2025 | 2024 | |
| Credit rating | £m | £m |
P1 | 132.8 | 206.9 |
AAAMMF 1 | 78.1 | 78.6 |
Other 2 | 0.1 | 0.1 |
cash and deposits held within investment entity subsidiaries) | 211.0 | 285.6 |
4. Financial risk management continued
118 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
6. Operating segments
For both the year ended 31 December 2025 and the year ended 31 December 2024,
the Group’s revenue and profit before taxation were derived largely from its principal
activities within the UK.
For management reporting purposes, the Group is currently organised into five
operating segments:
i. Venture Capital investing within our ‘HealthTech’ thematic area
ii. Venture Capital investing within our ‘DeepTech’ thematic area
iii. Venture Capital investing within our ‘CleanTech’ thematic area
iv. Venture Capital investing: Other, representing investments not included within our
three thematic areas above, including platform investments
v. the management of third-party funds and the provision of corporate
finance advice
Reporting line items within Venture Capital investing which are not allocated by
thematic sector are presented in the ‘Venture Capital investing: other’ segment.
The element of our ‘Healthier future’ thematic area relating to Oxford Nanopore
Technologies Limited is disclosed separately given its size.
The change in investment entity status described in Note 3 does not impact the
Group’s operating segments which continue to be managed based on portfolio
investment theme.
These activities are described in further detail in the strategic report on pages 01 to 23.
IP GROUP PLC ANNUAL REPORT 2025 119
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| Year ended 31 December 2025 | ||||||||
| Venture | Venture | Venture | Venture | Venture | ||||
| capital | Of which | capital | capital | capital | capital | Third- | ||
| investing: | Oxford | investing: | investing: | investing: | investing: | party fund | ||
| HealthTech | Nanopore | DeepTech | CleanTech | Other | Total | management | Consolidated | |
| Statement of comprehensive Income | £m | £m | £m | £m | £m | £m | £m | £m |
| Portfolio return and revenue | ||||||||
Change in fair value of equity and debt investments | (31.0) | (1.6) | (16.9) | (23.4) | 1.2 | (70.1) | – | (70.1) |
Change in investment status | 117.8 | – | – | – | – | 117.8 | – | 117.8 |
(Loss)/gain on disposal of equity and debt investments | 37.6 | 1.0 | 0.9 | (1.0) | – | 37.5 | – | 37.5 |
| Change in fair value of limited and limited liability | (12.8) | (12.8) | – | (12.8) | ||||
| partnership interests | ||||||||
Revenue from services and other income | (0.8) | (0.8) | 8.2 | 7.4 | ||||
124.4 | (0.6) | (16.0) | (24.4) | (12.4) | 71.6 | 8.2 | 79.8 | |
Administrative expenses 1 | ||||||||
Carried interest plan release 1 | 7.0 | 7.0 | – | 7.0 | ||||
Share-based payment charge 1 | (2.0) | (2.0) | (0.4) | (2.4) | ||||
Other administrative expenses 1 | (16.8) | (16.8) | (6.6) | (23.4) | ||||
– | – | – | – | (11.8) | (11.8) | (7.0) | (18.8) | |
Operating profit/(loss) | 124.4 | (0.6) | (16.0) | (24.4) | (24.2) | 59.8 | 1.2 | 61.0 |
Finance income 1 | 9.6 | 9.6 | 0.6 | 10.2 | ||||
Finance costs 1 | (6.4) | (6.4) | – | (6.4) | ||||
Profit/(loss) before taxation | 124.4 | (0.6) | (16.0) | (24.4) | (21.0) | 63.0 | 1.8 | 64.8 |
Taxation 1 | 2.1 | 2.1 | – | 2.1 | ||||
Profit/(loss) for the year | 124.4 | (0.6) | (16.0) | (24.4) | (18.9) | 65.1 | 1.8 | 66.9 |
| STATEMENT OF FINANCIAL POSITION | ||||||||
Assets | 561.4 | 102.0 | 144.3 | 158.8 | 216.2 | 1,080.7 | 17.9 | 1,098.6 |
Liabilities 1 | (119.0) | (119.0) | (4.5) | (123.5) | ||||
Net assets | 561.5 | 102.0 | 144.3 | 158.8 | 91.2 | 961.7 | 13.4 | 975.1 |
| Other segment items | ||||||||
Portfolio investment 2 | (26.1) | – | (29.3) | (12.4) | (2.7) | (70.5) | – | (70.5) |
Cash proceeds 2 | 49.1 | 4.0 | 10.5 | 2.9 | 54.7 | 68.1 | – | 68.1 |
1
These amounts cannot be apportioned to the individual segments of the venture capital investing business.
2
Note 29 details the Alternative Performance Measures (“APM”)
6. Operating segments continued
120 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| Year ended 31 December 2024 | ||||||||
| Venture | Venture | Venture | Venture | Venture | ||||
| capital | Of which | capital | capital | capital | capital | Third- | ||
| investing: | Oxford | investing: | investing: | investing: | investing: | party fund | ||
| HealthTech | Nanopore | DeepTech | CleanTech | Other | Total | management | Consolidated | |
| Statement of Comprehensive Income | £m | £m | £m | £m | £m | £m | £m | £m |
| Portfolio return and revenue | ||||||||
Change in fair value of equity and debt investments | (126.0) | (65.6) | (45.6) | (75.1) | 0.6 | (246.1) | – | (246.1) |
(Loss)/gain on disposal of equity and debt investments | 7.5 | (0.7) | 56.1 | – | 0.1 | 63.7 | – | 63.7 |
| Change in fair value of limited and limited liability | (12.6) | (12.6) | – | (12.6) | ||||
| partnership interests | ||||||||
Revenue from services and other income | 0.3 | 0.3 | 5.2 | 5.5 | ||||
(118.5) | (66.3) | 10.5 | (75.1) | (11.6) | (194.7) | 5.2 | (189.5) | |
Administrative expenses 1 | ||||||||
Carried interest plan credit 1 | 7.9 | 7.9 | – | 7.9 | ||||
Share-based payment charge 1 | (1.6) | (1.6) | (0.3) | (1.9) | ||||
Other administrative expenses 1 | (19.8) | (19.8) | (5.5) | (25.3) | ||||
– | – | – | – | (13.5) | (13.5) | (5.8) | (19.3) | |
Operating loss | (118.5) | (66.3) | 10.5 | (75.1) | (25.1) | (208.2) | (0.6) | (208.8) |
Finance income 1 | 8.1 | 8.1 | 0.7 | 8.8 | ||||
Finance costs 1 | (6.7) | (6.7) | – | (6.7) | ||||
Loss before taxation | (118.5) | (66.3) | 10.5 | (75.1) | (23.7) | (206.8) | 0.1 | (206.7) |
Taxation 1 | (0.3) | (0.3) | – | (0.3) | ||||
Loss for the year | (118.5) | (66.3) | 10.5 | (75.1) | (24.0) | (207.1) | 0.1 | (207.0) |
| STATEMENT OF FINANCIAL POSITION | ||||||||
Assets | 463.1 | 106.6 | 101.1 | 215.9 | 352.0 | 1,132.1 | 19.1 | 1,151.2 |
Liabilities 1 | (191.8) | (191.8) | (6.9) | (198.7) | ||||
Net Assets | 463.1 | 106.6 | 101.1 | 215.9 | 160.2 | 940.3 | 12.2 | 952.5 |
| Other segment items | ||||||||
Portfolio investment 2 | (36.3) | (1.0) | (8.5) | (15.7) | (2.5) | (63.0) | – | (63.0) |
Cash proceeds 2 | 30.4 | 1.6 | 148.9 | – | 4.1 | 183.4 | – | 183.4 |
1
These amounts cannot be apportioned to the individual segments of the venture capital investing business.
2
Note 29 details the Alternative Performance Measures (“APM”)
6. Operating segments continued
IP GROUP PLC ANNUAL REPORT 2025 121
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
7. Auditor’s remuneration
Details of the auditor’s remuneration are set out below:
| 2025 | 2024 | |
| £000 | £000 | |
Audit of these financial statements (KPMG LLP) | 547.1 | 635.9 |
Audit of financial statements of funds and subsidiaries of the companies (KPMG LLP) | 182.9 | 153.5 |
Audit related assurance services (KPMG LLP) | 70.0 | 74.3 |
Total assurance services | 800.0 | 863.7 |
8. Operating profit/(loss)
Operating profit/(loss) has been arrived at after charging:
| 2025 | 2024 | |
| £m | £m | |
Depreciation of right-of-use asset, property, plant and equipment | (0.5) | (0.6) |
Total employee costs (see note 10) | (16.8) | (19.0) |
| 2025 | 2024 | |
| £m | £m | |
| Employee costs (excluding share-based payment charge | ||
and restructuring costs) | 14.4 | 14.7 |
Restructuring costs – labour | – | 2.4 |
Professional services | 2.8 | 3.2 |
Restructuring costs – professional services | – | 0.3 |
Depreciation of tangible assets | 0.5 | 0.6 |
Other expenses | 5.7 | 4.1 |
Total | 23.4 | 25.3 |
Accounting Policy:
Employee benefits
Pension obligations
The Group operates a company defined contribution pension scheme for which
all employees are eligible. The assets of the scheme are held separately from
those of the Group in independently administered funds. The Group currently
makes contributions on behalf of employees to this scheme or to employee
personal pension schemes on an individual basis. The Group has no further
payment obligations once the contributions have been paid. The contributions are
recognised as employee benefit expenses when they are due.
122 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| 2025 | 2024 | |
| £m | £m | |
Salaries | 9.6 | 10.6 |
Defined contribution pension cost | 0.9 | 1.1 |
Other bonuses accrued in the year | 2.4 | 1.8 |
Social security | 1.5 | 1.2 |
Restructuring costs – labour | – | 2.4 |
Employee costs | 14.4 | 17.1 |
Share–based payment charge (see note 22) | 2.4 | 1.9 |
Total employee costs | 16.8 | 19.0 |
11. Taxation
Accounting Policy:
Deferred tax
Full provision is made for deferred tax on all temporary differences resulting
from the carrying value of an asset or liability and its tax base. Deferred tax is
determined using tax rates (and laws) that have been enacted or substantively
enacted by the reporting date and are expected to apply when the related
deferred tax asset is realised or deferred tax liability settled. Deferred tax assets
are recognised to the extent that it is probable that the deferred tax asset will be
recovered in the future.
| 2025 | 2024 | |
| £m | £m | |
| Current tax | ||
UK corporation tax on profits for the year | – | – |
Foreign tax | – | – |
– | – | |
Deferred tax charge | (2.1) | 0.3 |
Total tax | (2.1) | 0.3 |
10. Employee costs continued
IP GROUP PLC ANNUAL REPORT 2025 123
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
The amount for the year can be reconciled to the profit/(loss) per the statement of
comprehensive income as follows:
| 2025 | 2024 | |
| £m | £m | |
Profit/(loss) before tax | 64.8 | (206.7) |
Tax at the UK corporation tax rate of 25% (2024: 23.52%) | 16.2 | (51.7) |
Expenses not deductible for tax purposes | (1.2) | (1.8) |
Income not taxable | (9.4) | (15.9) |
Fair value movement on investments qualifying for SSE | (10.6) | 65.8 |
Movement on share–based payments | – | 0.3 |
Movement in tax losses arising not recognised | 2.9 | 3.6 |
Total tax charge | (2.1) | 0.3 |
Following the change in investment entity designation described in Note 3, the majority
of temporary difference, unused tax losses and deferred tax were reallocated to
investment entity subsidiaries which are not consolidated.
2025 | 2024 | |||
| Deferred | Deferred | |||
| Amount | tax | Amount | tax | |
| £m | £m | £m | £m | |
| Share–based payment | (1.2) | (0.3) | (52.4) | (13.1) |
| costs and other temporary | ||||
| differences | ||||
Unused tax losses | (19.6) | (4.9) | (279.6) | (69.9) |
| Total unrecognised deferred | ||||
tax asset | (20.8) | (5.2) | (333.0) | (83.0) |
2025 | 2024 | |||
| Deferred | Deferred | |||
| Amount | tax | Amount | tax | |
| £m | £m | £m | £m | |
Temporary timing differences | 6.8 | 1.7 | 39.6 | 9.9 |
Unused tax losses | (3.6) | (0.9) | (21.6) | (5.4) |
| Total recognised deferred | ||||
tax liability | 3.2 | 0.8 | 18.0 | 4.5 |
11. Taxation continued
124 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| 2025 | 2024 | |
| £m | £m | |
Profit/(loss) after tax for the year | 66.9 | (207.0) |
Non-controlling interest | (0.1) | 4.4 |
| Earnings for the purposes of basic and dilutive earnings | 66.8 | (202.6) |
| per share |
| 2025 | 2024 | |
| Number of | Number of | |
| shares | shares | |
Weighted average number of ordinary shares for the purposes of basic earnings per share | 922,660,204 | 1,014,672,586 |
Effect of dilutive potential ordinary shares: Options or contingently issuable shares | 18,072,389 | – |
Weighted average number of ordinary shares for the purposes of diluted earnings per share | 940,732,593 | 1,014,672,586 |
| 2025 | 2024 | |
| pence | pence | |
Basic | 7.24 | (19.97) |
Diluted | 7.10 | (19.97) |
IP GROUP PLC ANNUAL REPORT 2025 125
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OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
13. Categorisation of financial instruments
126 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Financial assets
| At fair value | |||
| through | Amortised | ||
| profit or loss | cost | Total | |
| £m | £m | £m | |
Investment in investment entity subsidiaries | 1,073.8 | – | 1,073.8 |
Equity investments | – | – | – |
Debt investments | 3.4 | – | 3.4 |
Limited and limited liability partnership interests | 1.2 | – | 1.2 |
Trade and other receivables | – | 3.3 | 3.3 |
Cash and cash equivalents | – | 16.5 | 16.5 |
At 31 December 2025 | 1,078.4 | 19.8 | 1,098.2 |
Equity investments | 713.8 | – | 713.8 |
Debt investments | 51.6 | – | 51.6 |
Limited and limited liability partnership interests | 58.1 | – | 58.1 |
Assets held for sale | 13.9 | – | 13.9 |
Trade and other receivables | – | 6.3 | 6.3 |
Receivables on sale of debt and equity investments | 20.1 | – | 20.1 |
Deposits | – | 170.0 | 170.0 |
Cash and cash equivalents | – | 115.6 | 115.6 |
At 31 December 2024 | 857.5 | 291.9 | 1,149.4 |
In light of the credit ratings applicable to the Group’s cash and cash equivalent and deposits, (see note 4 for further details), we estimate expected credit losses on the Group’s
receivables to be under £0.1m and therefore not disclosed further (2024: less than £0.1m), similarly we have not presented an analysis of credit ratings of trade and other
receivable and receivables on sale of debt and equity investments.
All net fair value gains in the year are attributable to financial assets designated at fair value through profit or loss on initial recognition (2024: all net fair value gains in the year
are attributable to financial assets designated at fair value through profit or loss on initial recognition).
Interest income of £nil (2024: £nil) is attributable to financial assets classified as fair value through profit and loss.
13. Categorisation of financial instruments continued
IP GROUP PLC ANNUAL REPORT 2025 127
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OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
128 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Level 1 | Level 3 | |||
| Equity investments | Unquoted equity | Debt investments in | ||
| in quoted spin–out | investments in spin–out | unquoted spin–out | ||
| companies | companies | companies | Total | |
| £m | £m | £m | £m | |
At 1 January 2024 | 203.8 | 807.7 | 83.7 | 1,095.2 |
Investments | 1.5 | 40.9 | 18.4 | 60.8 |
Transaction–based reclassifications | 0.3 | 49.5 | (49.8) | – |
Other transfers between hierarchy levels | – | – | – | – |
Disposals | (11.8) | (116.6) | (1.0) | (129.4) |
Fees settled via equity | (7.1) | (6.8) | – | (13.9) |
Other change in portfolio value | – | (1.1) | (0.1) | (1.2) |
Change in fair value 1 | (53.7) | (187.4) | 1.7 | (239.4) |
FX translation 1 | 0.1 | (5.5) | (1.3) | (6.7) |
At 1 January 2025 | 133.1 | 580.7 | 51.6 | 765.4 |
Investments | – | 51.3 | 16.7 | 68.0 |
Transaction–based reclassifications | – | (10.5) | 10.5 | – |
Other transfers between hierarchy levels | 36.6 | (36.6) | – | – |
Disposals | (35.6) | (12.6) | (1.30) | (49.5) |
Reclassification from Assets Held for Sale | – | 3.9 | – | 3.9 |
Fees settled via equity | – | 0.1 | – | 0.1 |
Change in revenue share | – | (2.1) | 3.4 | 1.3 |
Change in fair value 1 | 2.1 | (65.2) | (1.7) | (64.8) |
FX translation 1 | (2.9) | (1.9) | (0.5) | (5.3) |
Change in investment entity status (note 28) | (133.3) | (507.1) | (75.3) | (715.7) |
At 31 December 2025 | – | – | 3.4 | 3.4 |
14. Equity and debt investments and Assets Held for Sale continued
IP GROUP PLC ANNUAL REPORT 2025 129
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OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Unquoted equity and debt investments are measured in accordance with IPEV
guidelines with reference to the most appropriate information available at the time of
measurement. Where relevant, several valuation approaches are used in arriving at an
estimate of fair value for an individual asset.
For assets and liabilities that are recognised at fair value on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy
by re-assessing categorisation (based on the lowest level input that is significant to
the fair value measurement as a whole) at the end of each reporting period. Transfers
between levels are then made as if the transfer took place on the first day of the
period in question, except in the cases of transfers between tiers based on an initial
public offering (“IPO”) of an investment wherein the changes in value prior to the IPO
are calculated and reported in level 3, and those changes post are attributed to level 1.
Transfers between level 3 and level 1 occur when a previously unquoted investment
undertakes an initial public offering, resulting in its equity becoming quoted on an
active market. In the current period, transfers of this nature amounted to £36.6m in
respect of Hinge Health (FY24: £nil). Transfers between level 1 and level 3 would occur
when a quoted investment’s market becomes inactive, or the portfolio company
elects to delist. There have been no instance in the current year, totalling £nil (2024: no
instances, totalling £nil).
Transfers between level 3 debt and level 3 equity occur upon conversion of convertible
debt into equity. In the current year, transfers of this nature amounted to £10.5m (2024:
£49.8m).
See note 3 and note 28 for further details on the change of investment entity basis,
and details of equity and debt investments included at fair value within investment
entity subsidiaries at 31 December 2025.
Change in fair value in the year (including fx)
| 2025 | 2024 | |
| £m | £m | |
Fair value gains | 59.1 | 42.7 |
Fair value losses | (129.2) | (288.8) |
Total | (70.1) | (246.1) |
| Limited & Limited Liability | Functional | 2025 | 2024 | |
| Partnerships | currency | Status | £m | £m |
| IPG Cayman Fund L.P. | ||||
(Longview Innovation) | USD | n/a | – | 37.7 |
UCL Technology Fund L.P. | GBP | n/a | – | 18.0 |
Technikos LLP | GBP | Unaudited | 1.2 | 2.4 |
Total | 1.2 | 58.1 |
14. Equity and debt investments and Assets Held for Sale
continued
130 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Limited & Limited Liability Partnerships movements in year | £m |
At 1 January 2024 | 69.7 |
Investments during the year | 2.2 |
Distribution from Limited Partnership funds | (1.2) |
Change in fair value during the year | (13.1) |
Currency revaluation | 0.5 |
At 1 January 2025 | 58.1 |
Investments during the year | 2.5 |
Distribution from Limited Partnership funds | (5.6) |
Change in fair value during the year | (12.8) |
Currency revaluation | (0.3) |
Change in investment entity status (see note 28) | (40.7) |
At 31 December 2025 | 1.2 |
16. Receivable on sale of debt and equity investments
Accounting Policy:
Consideration in respect of the sale of debt and equity investments may include
elements of deferred consideration where payment is received at a pre–agreed
future date, and/or elements of contingent consideration where payment is
received based on, for example, achievement of specific drug development
milestones. In such instances, these amounts are designated at fair value through
profit and loss on initial recognition. Any subsequent remeasurement will be
recognised as changes in fair value in the statement of comprehensive income.
| 2025 | 2024 | |
| £m | £m | |
Deferred and contingent consideration (non-current) | – | 18.5 |
Deferred and contingent consideration (current) | – | 1.6 |
Total deferred and contingent consideration | – | 20.1 |
See Note 3 and Note 28 for further details on the change of investment entity basis,
and details of amounts receivable on sale of equity and debt investments included at
fair value within investment entity subsidiaries at 31 December 2025.
| 2025 | 2024 | |
| £m | £m | |
Proceeds from sale of equity and debt investments | 52.5 | 182.2 |
Movement in amounts receivable on sale of debt and equity investments | 34.5 | 10.9 |
Carrying value of investments disposed | (49.5) | (129.4) |
Gain on disposal | 37.5 | 63.7 |
15. Limited and limited liability partnership interests
continued
IP GROUP PLC ANNUAL REPORT 2025 131
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OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
18. Trade and other receivables
Current assets
| 2025 | 2024 | |
| £m | £m | |
Trade debtors | – | 0.7 |
Prepayments | 0.1 | 0.8 |
Interest receivable | – | 1.3 |
Other receivables | 3.2 | 3.5 |
Trade and other receivables | 3.3 | 6.3 |
The Directors consider the carrying amount of trade and other receivables at
amortised cost to approximate their fair value. All receivables are interest free,
repayable on demand and unsecured.
19. Trade and other payables
Current liabilities
| 2025 | 2024 | |
| £m | £m | |
Trade payables | 0.2 | 0.3 |
Social security expenses | 0.1 | 0.6 |
Bonus accrual | 0.7 | 2.7 |
Lease liability | – | 1.0 |
Payable to Imperial College and other third parties under revenue share obligations | – | 3.4 |
Other accruals and deferred income | 2.0 | 4.5 |
Trade and other payables | 3.0 | 12.5 |
20. Borrowings and Loans from Limited Partners of
controlled funds
Current liabilities
| 2025 | 2024 | |
| £m | £m | |
Borrowings | 119.7 | 6.3 |
Total | 119.7 | 6.3 |
| 2025 | 2024 | |
| Non–current liabilities | £m | £m |
Loans drawn down from the Limited Partners of controlled funds | – | 19.9 |
Borrowings | – | 122.8 |
Total | – | 142.7 |
(i) Loans drawn down from the Limited Partners of controlled
funds
Accounting Policy:
Prior to the change in investment entity basis described in see note 3, the Group
consolidated the assets of a co–investment fund, IP Venture Fund II LP, which it
manages. Loans from third parties of consolidated funds represent loans from
external LPs into the partnership. Under the terms of the Limited Partnership
Agreement, these loans are repayable only upon these funds generating sufficient
realisations to repay the Limited Partners. Management anticipates that the
funds will generate the required returns and consequently recognises the full
associated liabilities.
The classification of these loans as non–current reflects the forecast timing of
returns and subsequent repayment of loans, which is not anticipated to occur
within one year.
As at 31 December, loans from Limited Partners of consolidated funds comprised
loans into IP Venture Fund II LP of £nil (2024: £19.9m).
See note 28 for details of loans drawn down from the Limited Partners of
controlled funds included at fair value within investment entity subsidiaries at
31 December 2025.
A reconciliation of the movement in loans drawn from the Limited Partners of
controlled funds is as follows:
132 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| 2025 | 2024 | |
| £m | £m | |
At 1 January | 19.9 | 19.8 |
Drawdown of funds | – | 0.1 |
Distribution of funds | (1.6) | – |
Change in investment entity status (see note 28) | (18.3) | – |
At 31 December | – | 19.9 |
| Outstanding | Repayment commencement | ||||
Description | Initial amount | amount | Date drawn | Interest rate | date & terms |
IP Group Series A Notes | £20.0m | £20.0m | Dec 2022 | Fixed 5.23% | Repayable in full in Dec 2027 |
IP Group Series B Notes | £20.0m | £20.0m | Dec 2022 | Fixed 5.21% | Repayable in full in Dec 2028 |
IP Group Series C Notes | £20.0m | £20.0m | Dec 2022 | Fixed 5.30% | Repayable in full in Dec 2029 |
IP Group Series D Notes | £20.0m | £20.0m | Jun 2023 | Fixed 5.23% | Repayable in full in Dec 2027 |
IP Group Series E Notes | £20.0m | £20.0m | Jun 2023 | Fixed 5.21% | Repayable in full in Dec 2028 |
IP Group Series F Notes | £20.0m | £20.0m | Jun 2023 | Fixed 5.30% | Repayable in full in Dec 2029 |
Total | £120.0m | £120.0 |
20. Borrowings and Loans from Limited Partners of controlled funds continued
IP GROUP PLC ANNUAL REPORT 2025 133
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OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
The NPA also includes a ‘Cash Trap’ mechanism, which is triggered based on
conditions listed below. In the event of the Cash Trap being triggered, the Group is
not permitted to pay or declare a dividend or purchase any of its shares. In addition,
investments are restricted to £2.5m per calendar quarter other than those legally
committed to. The Group is also required to place the net proceeds of all realisations
(over a threshold of £1m) into a blocked bank account. Entering a Cash Trap does not
constitute a default under the NPA.
A Cash Trap period is entered if any of the following conditions are breached.
• Total equity must be at least £750m as at the Group’s 30 June and 31 December
reporting dates
• Gross debt less restricted cash must not exceed 20% of total equity as at the
Group’s 30 June and 31 December reporting dates
• The Group must maintain cash and cash equivalents of not less than £50m at
any time.
A cash trap period can be remedied by:
• Transferring sufficient cash into the restricted cash account so that gross debt less
restricted cash is less than 20% of total equity
• If because of low equity of high leverage, once these are restored at a subsequent
30 June or 31 December measurement date
• If because of low liquidity, once two month-ends have passed with liquidity > £50m
There was an inadvertent, technical breach the Group’s £25m minimum cash
covenant in the year. In dialogue with noteholders concerning the impact of the
change in investment entity basis on the presentation of cash and cash equivalents
in the consolidated financial statements, it was highlighted that cash was defined
more tightly than cash equivalents, being restricted to only cash held in IP Group
plc, whereas cash equivalents within any Group company were included. The Group
had previously been working on the basis that cash held anywhere within the Group
qualified for the purposes of the covenant, and this difference in interpretation only
became apparent through those discussions with noteholders. The Group held £87.8m
of cash and cash equivalents and a further £123.2m of deposits at the balance sheet
date, but insufficient cash was held directly by the parent.
The Group has remedied this by transferring cash to the parent after the period
end and has also, after the period end, obtained a waiver in respect of any and all
historical breaches from the lender. This breach has resulted in borrowings of £119.7m
being reclassified from non-current to current liabilities at the year end. The Group
maintains an ongoing dialogue with its noteholders and will monitor the covenants’
position against forecasts and budgets to ensure that it operates within the prescribed
limits. The liquid assets available to the Group including cash and cash equivalents in
portfolio companies far exceeded the outstanding borrowing at the year end.
The NPA includes fixed and floating charges over the Company’s assets, details of
which are available on Companies House. The EIB loan includes certain guarantees
over assets held by Touchstone Innovations Business LLP.
The EIB loan of £3.1m was repaid in full in January 2026, the Group had complied with
all covenants contained within the EIB loan up to the date of its repayment.
The maturity profile of the borrowings including undiscounted cash flows and fixed
interest is as follows:
| 2025 | 2024 | |
| £m | £m | |
Due within 6 months | 3.1 | 6.2 |
Due 6 to 12 months | 3.1 | 6.3 |
Due 1 to 5 years | 132.4 | 141.8 |
Total 1 | 138.6 | 154.3 |
The maturity profile of the borrowings was as follows:
| 2025 | 2024 | |
| £m | £m | |
Due within 6 months | – | 3.1 |
Due 6 to 12 months | – | 3.1 |
Due 1 to 5 years | 120.0 | 123.2 |
Total 1 | 120.0 | 129.4 |
1
These are gross amounts repayable and exclude amortised costs of £0.3m (2024: £0.4m)
incurred on obtaining the Standard Life loans, these are amortised on a straight-line basis over
the life of the borrowings.
A reconciliation in the movement in borrowings is as follows:
| 2025 | 2024 | |
| £m | £m | |
At 1 January | 129.1 | 135.2 |
Repayment of debt | (6.3) | (6.1) |
Change in investment entity status (see note 28) | (3.1) | – |
At 31 December | 119.7 | 129.1 |
There were no non–cash movements in debt.
20. Borrowings and Loans from Limited Partners of
controlled funds
continued
134 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Accounting Policy:
Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group’s assets after deducting all liabilities. The objective of
the Group is to manage capital so as to provide shareholders with above-average returns through capital growth over the medium-to-long term. The Group considers its
capital to comprise its share capital, share premium, merger reserve and retained earnings.
Issued and fully paid:
2025 | 2024 | |||
Number | £m | Number | £m | |
Ordinary shares of 2p each At 1 January | 975,286,268 | 19.5 | 1,063,188,005 | 21.3 |
Shares purchased and cancelled | (91,858,626) | (1.7) | (20,609,101) | (0.4) |
Cancellation of shares held in Treasury | – | – | (67,292,636) | (1.4) |
Share capital at 31 December | 883,427,642 | 17.8 | 975,286,268 | 19.5 |
Existing treasury shares at 1 January | – | – | (26,493,520) | (0.5) |
Purchase of treasury shares | – | – | (45,280,605) | (0.9) |
Cancellation of treasury shares | – | – | 67,292,636 | 1.3 |
Shares transferred out of treasury for SAYE | – | – | – | – |
Settlement of employee share-based payments | – | – | 4,481,489 | 0.1 |
Outstanding at 31 December | 883,427,642 | 17.8 | 975,286,268 | 19.5 |
IP GROUP PLC ANNUAL REPORT 2025 135
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
22. Share–based payments
In 2025, the Group continued to incentivise employees through its Restricted Share
Plan (RSP) and Annual Incentive Scheme (AIS). The main terms of both are described in
more detail in the Directors’ Remuneration Report on pages 80 to 83.
Deferred bonus share plan (“DBSP”)
Awards made to employees under the Group’s AIS above a certain threshold include
50% deferred into IP Group equity through the grant of nil–cost options under the
Group’s DBSP. The number of nil–cost options granted under the Group’s DBSP is
determined by the share price at the vesting date. The DBSP options are subject to
further time–based vesting over two years (typically 50% after year one and 50% after
year two).
An analysis of movements in the DBSP options outstanding is as follows:
Number of
options
2025
| Weighted- | Weighted- | |||
| average | average | |||
| exercise | Number of | exercise | ||
| price | options | price | ||
| 2025 | 2024 | 2024 | ||
At 1 January | 2,138,580 | – | 2,153,379 | – |
| AIS deferral shares award | ||||
during the year | 1,669,980 | – | 1,578,434 | – |
Exercised during the year | (1,349,363) | – | (1,593,233) | – |
Forfeit during the year | (136,704) | – | – | – |
At 31 December | 2,322,493 | – | 2,138,580 | – |
Exercisable at 31 December | – | – | – | – |
A total of 1,349,363 options were exercised in the year relating to the 2023 and
2024 DBSPs, which comprised 1,349,363 conditionally awarded shares exercised on
29 April 2025, in addition to 12,453 shares related to dividends accrued on those
conditional awards.
The options outstanding at 31 December 2025 had an exercise price of £nil (2024: £nil)
and a weighted–average remaining contractual life of 0.6 years (2024: 0.6 years).
The weighted average share price at the date of exercise for share options exercised
in 2025 was 44.7p (2024: 48.3p).
As the 2025 AIS financial performance targets were met and as the number of DBSP
options to be granted in order to defer such elements of the AIS payments as are
required under our remuneration policy are based on a percentage of employees’
salary, the share–based payments line includes the associated share–based
payments expense incurred in 2025.
IP Group Restricted Share Plan (“RSP”)
As set out in the Remuneration Policy approved by shareholders in 2022, a Restricted
Share Plan was introduced in 2022 to replace the previous LTIP structure. Vesting of
these awards will take place over a three-year period, with any awards that vest
subject to a further two-year holding period. For 2023, 2024 and 2025 awards, a
financial underpin exists which may result in awards lapsing if NAV per share on the
vesting date is lower than 100% of NAV per share on the award date, after making
appropriate adjustments for dividends. Further information on the Group’s RSP is set
out in the Directors’ Remuneration Report on page 83.
The 2025 RSP awards were made on 29 April 2025. The awards will ordinarily vest on
31 March 2028, to the extent that the performance underpin has been met.
The movement in the number of shares conditionally awarded under the RSP is set
out below:
| Weighted- | Weighted- | |||
| average | average | |||
| Number of | exercise | Number of | exercise | |
| options | price | options | price | |
| 2025 | 2025 | 2024 | 2024 | |
At 1 January | 17,710,631 | – | 10,238,863 | – |
Lapsed during the year | (3,346,931) | – | – | – |
Forfeited during the year | (1,161,435) | – | (1,362,198) | – |
Notionally awarded during the year | 8,115,924 | – | 8,833,966 | – |
At 31 December | 21,318,189 | – | 17,710,631 | – |
Exercisable at 31 December | – | – | – | – |
The options outstanding at 31 December 2025 had an exercise price of £nil (2024: £nil)
and a weighted–average remaining contractual life of. 1.3 years (2024: 3.5 years).
The fair value of the RSP shares notionally awarded in 2025 was calculated using the
Finnerty pricing model with the following key assumptions:
2025 | 2024 | |
IP Group share price as of valuation date | £0.435 | £0.539 |
Exercise price | £nil | £nil |
Indicated discount for lack of marketability | 15% | 15% |
Adjusted probability assigned for performance conditions | 20% | 20% |
Fair value at grant date | £0.17 | £0.21 |
136 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Pre-2022 IP Group Long-Term Incentive Plan (“LTIP”)
Awards under the historic LTIP scheme took the form of conditional awards of ordinary
shares of 2p each in the Group which vested over the prescribed performance
period to the extent that performance conditions have been met. The Remuneration
Committee imposed objective conditions on the vesting of awards and these took
into consideration the guidance of the Group’s institutional investors from time to time.
General information on the Group’s LTIP is set out in the Directors’ Remuneration Report
on page 85.
At the start of the year the only remaining outstanding conditionally awarded shares
related to the 2020 awards, which vested in 2023 and were exercised in the first half of
2025 following completion of their two-year post-vesting mandatory holding period.
The movement in the number of shares conditionally awarded under the LTIP is set
out below:
| Weighted- | Weighted- | |||
| average | average | |||
| Number of | exercise | Number of | exercise | |
| options | price | options | price | |
| 2025 | 2025 | 2024 | 2024 | |
At 1 January | 1,064,505 | – | 7,728,493 | – |
Lapsed during the year | (1,879) | – | (3,950,040) | – |
Forfeited during the year | – | – | (10,907) | – |
Exercised during the year | (1,062,626) | – | (2,703,041) | – |
At 31 December | – | – | 1,064,505 | – |
Exercisable at 31 December | – | – | 1,064,505 | – |
A total of 1,062,626 options were exercised on 29 April 2025 relating to the 2020 Long
Term Incentive Plans (LTIPs).
The fair value charge recognised in the statement of comprehensive income during
the year in respect of all share–based payments, including the DBSP, RSP and LTIP was
£2.4m (2024: £1.9m).
The aggregate gain made by Directors on the exercise of options in the year was
£0.2m (2024: £0.4m).
23. Long–term incentive carry scheme – Carried interest
plan liability
Accounting Policy:
The Group operates a number of Long-Term Incentive Carry Schemes (“LTICS”) for
eligible employees which may result in payments to scheme participants relating
to returns from investments.
Under the Group’s LTICS arrangements, a profit–sharing mechanism exists
whereby if a specific vintage (being a group investment made within a defined
time period) delivers returns in excess of the base cost of investments together
with an agreed hurdle rate, scheme participants receive a share of excess returns.
Of the Group’s total portfolio value 57% are included in LTICS arrangements
(2024: 66%).
The calculation of the liability in respect of the Group’s LTICS is derived from the
fair value estimates for the relevant portfolio investments and does not involve
significant additional judgement (although the fair value of the portfolio itself is
a significant accounting estimate). The actual amounts of carried interest paid
are determined by cash realisations of individual vintages, and valuations may
change significantly in the next financial year. Charges/credits in respect of the
liability are recognised in the consolidated statement of comprehensive income.
2025 | 2024 | |
At 1 January | 27.3 | 38.0 |
Credit for the year | (7.0) | (7.9) |
Payments made in the year | (4.3) | (2.5) |
Foreign exchange rate movement | – | (0.3) |
Change in investment entity status | (16.0) | – |
At 31 December | – | 27.3 |
See Notes 3 and 28 for further details on the change of investment entity basis, and
details of carried interest plan liabilities included at fair value within investment entity
subsidiaries at 31 December 2025.
22. Share–based payments continued
IP GROUP PLC ANNUAL REPORT 2025 137
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| Number | |||||
| Number of | of shares | Number of | |||
| shares held at | acquired/ | shares held at | |||
| 1 January | (disposed of) | 31 December | |||
Director/PDMR | Company name | 2025 | in the period | 2025 | % |
Greg Smith | Alesi Surgical Limited | 2 | – | 2 | <0.1% |
Emdot Limited | 4 | – | 4 | 0.23% | |
Istesso Limited | 313,425 | – | 313,425 | 0.37% | |
Itaconix plc | 90 | – | 90 | <0.1% | |
Mirriad Advertising plc | 16,667 | – | 16,667 | <0.1% | |
Oxa Autonomy Limited | 8 | – | 8 | <0.1% | |
Oxford Nanopore Technologies plc | 27,008 | – | 27,008 | <0.1% | |
Rio AI Limited | 144,246 | – | 144,246 | <0.1% | |
Surrey Nanosystems Limited | 88 | – | 88 | <0.1% | |
Tissue Regenix Group plc | 500 | – | 500 | <0.1% | |
David Baynes | Alesi Surgical Limited | 4 | – | 4 | <0.1% |
Arkivum Limited | 377 | – | 377 | <0.1% | |
Mirriad Advertising plc | 16,667 | – | 16,667 | <0.1% | |
Oxford Nanopore Technologies plc | 2,784 | – | 2,784 | <0.1% | |
Ultraleap Holdings Limited | 2,600 | – | 2,600 | <0.1% | |
Zeetta Networks Limited 1 | 424 | – | 424 | 0.11% | |
Mark Reilly | AudioScenic Limited | 53 | – | 53 | <0.1% |
Bramble Energy Limited 1 | 16 | – | 16 | <0.1% | |
Diffblue Limited | 8,038 | – | 8,038 | <0.1% | |
Fortify Solutions Cambridge Limited | - | 1,190 | 1,190 | <0.1% | |
Itaconix plc | 7,547 | – | 7,547 | <0.1% | |
Mirriad Advertising plc | 66,666 | – | 66,666 | <0.1% | |
Mixergy Limited | 126 | – | 126 | <0.1% | |
Oxa Autonomy Ltd | 8 | – | 8 | <0.1% | |
Ultraleap Holdings Limited | 1,700 | – | 1,700 | <0.1% |
138 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Policy for Executive Director holdings in portfolio companies
The policy for Executive Director shareholdings in portfolio companies specifies:
• New direct investments in portfolio companies by Executive Directors are
prohibited, with the exception of the take-up of pre-emption rights which relate
to existing portfolio company shareholdings. Both Mr Smith and Mr Baynes are
covered by this policy.
• Mr Smith and Mr Baynes have voluntarily submitted to an additional binding
condition such that any net proceeds received as a result of realisations
from direct holdings in portfolio companies that exceed £250,000 will be used
to purchase shares in IP Group, until such time as they meet the Minimum
Shareholding Requirement set for their role (currently 350% of annual salary for Mr
Smith, 250% for Mr Baynes).
(ii) Key management personnel compensation
Key management personnel compensation comprised the following:
| 2025 | 2024 | |
| £000 | £000 | |
Short–term employee benefits 1 | 2,180 | 2,176 |
Post–employment benefits 2 | 35 | 48 |
Share–based payments 3 | 842 | 615 |
Total | 3,057 | 2,839 |
1
Represents key management personnel’s base salaries, benefits including cash in lieu of pension
where relevant, and the cash–settled element of the Annual Incentive Scheme.
2
Represents employer contributions to defined contribution pension and life assurance plans.
3
Represents the accounting charge for share-based payments, reflecting LTIP and DBSP options
currently in issue as part of these schemes. See note 22 for a detailed description of these
schemes.
B) Portfolio companies
(i) Services
The Group may earn fees from the provision of corporate finance advisory services
to portfolio companies in which the Group has an equity stake. Through the lack of
control over portfolio companies these fees are considered arm’s length transactions.
Revenue from such services was nil in the current and prior year. Receivables in
respect of such services were nil in the current year and £0.1m in the prior year.
| 2025 | 2024 | |
| Statement of comprehensive income | £m | £m |
Revenue from services | – | – |
| 2025 | 2024 | |
| Statement of financial position | £m | £m |
Trade receivables | – | 0.1 |
(ii) Investments
The Group makes investments in the equity and debt of unquoted and quoted
investments where it does not have control but may be able to participate in the
financial and operating policies of that company. It is presumed that it is possible
to exert significant influence when the equity holding is greater than 20%. The Group
has taken the Venture Capital Organisation exception as permitted by IAS 28 and not
recognised these companies as associates, but they are related parties. The total
amounts included for investments where the Group has significant influence but not
control are as follows:
| 2025 | 2024 | |
| Statement of comprehensive income | £m | £m |
Net portfolio (losses)/gains | (20.1) | (125.7) |
| 2025 | 2024 | |
| Statement of financial position | £m | £m |
Equity and debt investments | 336.4 | 345.8 |
24. Related party transactions continued
IP GROUP PLC ANNUAL REPORT 2025 139
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
C) Subsidiary companies
Subsidiary companies that are not 100% owned either directly or indirectly by
the parent Company have intercompany balances (which were eliminated at
a consolidated level in 2024 and are included on a net basis within investments
in investment entity subsidiaries in 2025) with other Group companies which are
disclosed as follows:
| 2025 | 2024 | |
| £m | £m | |
Intercompany balances with other Group companies | 2.2 | 2.2 |
These intercompany balances represent funding loans provided by Group companies
that are interest free, repayable on demand and unsecured.
25. Capital management
The Group’s key objective when managing capital, as set out in note 21, is to safeguard
the Group’s ability to continue as a going concern so that it can continue to provide
returns for shareholders and employees for other stakeholders. The Group sets the
amount of capital in proportion to risk. The Group manages the capital structure,
and makes adjustments to it, in light of changes in economic conditions and the
risk characteristics of its underlying assets. In order to maintain or adjust the capital
structure, the Group may adjust the amount of issued share capital, issue or repay
debt and dispose of interests in portfolio companies.
During 2025, the Group’s strategy, which was unchanged from 2024, was to maintain
an appropriate level of cash and short-term deposit balances in line with the Group’s
capital allocation plans, whilst having sufficient cash reserves to meet working capital
requirements in the foreseeable future.
The Group has external borrowings with associated covenants that are described in
note 20. These include covenants around the Group’s minimum equity and maximum
debt/equity ratio. Consideration is given to the level of headroom against these
covenants as part of the Group’s capital allocation process where planning corporate
actions such as dividends and share buybacks, which have an impact on the
headroom level.
24. Related party transactions continued
140 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
26. Capital commitments
Commitments to Limited Partnerships
Pursuant to the terms of their Limited Partnership agreements, the Group has committed to invest the following amounts into Limited Partnerships as at 31 December 2025:
Year ended 31 December 2025
| Year of | Invested | Remaining | ||
| commencement | Commitment | to date | commitment | |
| of commitment | £m | £m | £m | |
IP Venture Fund II LP | 2013 | 10.0 | 10.0 | – |
UCL Technology Fund LP | 2016 | 24.8 | 23.5 | 1.3 |
Total at 31 December 2025 | 34.8 | 33.5 | 1.3 | |
| Year of | Invested | Remaining | ||
| commencement | Commitment | to date | commitment | |
| Year ended 31 December 2024 | of commitment | £m | £m | £m |
IP Venture Fund II LP | 2013 | 10.0 | 10.0 | – |
UCL Technology Fund LP | 2016 | 24.8 | 23.4 | 1.4 |
Total at 31 December 2024 | 34.8 | 33.4 | 1.4 |
27. Share buyback
On 18 November 2025 the Group completed its £75m buyback programme. The buyback was originally announced on 18 December 2023 with an initial £20m, subsequently
increased by £10m on 7 October 2024, £25m on 9 January 2025 and £20m on 26 June 2025. Since commencing its buyback programme, the Group has purchased 157,968,634
shares at an average price of 47.5 pence per share for an aggregate consideration of £75m. Of the shares acquired under the buyback programme 4,481,489 were used to settle
employee share-based payments in 2024, and the remainder were cancelled.
There were no dividends paid or proposed in the current year or prior year
IP GROUP PLC ANNUAL REPORT 2025 141
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
28. Fair value measurement within investment entity subsidiaries
Accounting policy:
Following the adoption of the investment entity exemption under IFRS 10 Consolidated Financial Statements, certain subsidiaries of the Group are not consolidated on a
line by line basis but are instead measured at fair value through profit or loss. These subsidiaries comprise entities that are funded via debt and equity instruments by the
group and whose activities are consistent with the Group’s business purpose of investing for returns from capital appreciation, investment income, or both, and whose
performance is evaluated on a fair value basis.
The fair value of investment entity subsidiaries is determined based on the fair value of the underlying assets and liabilities held within those subsidiaries, measured in
accordance with IFRS 13 Fair Value Measurement. There is no material difference between the fair value of the directly held investment entity subsidiaries and the fair value
of the underlying assets and liabilities held by those subsidiaries. Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an
orderly transaction between market participants at the measurement date.
The valuation of investment entity subsidiaries is therefore derived from the fair value measurement of the individual assets and liabilities held within those entities, rather
than from a separate valuation of the subsidiary itself. The principal categories of assets and liabilities held within investment entity subsidiaries include:
• Fair value of cash flows from intangible assets;
• Equity and debt investments;
• Limited and limited liability partnership interests;
• Amounts receivable on the sale of equity and debt investments;
• Cash, deposits and other working capital balances.
Each category of asset and liability is measured in accordance with the Group’s accounting policies set out in earlier notes, including notes 13 and 14, applying valuation
techniques that maximise the use of observable market inputs and are consistent with market participant assumptions.
Fair value principles and valuation techniques
Financial assets held within investment entity subsidiaries that are designated at fair value through profit or loss are initially recognised at fair value and subsequently re
measured at fair value at each reporting date, with movements recognised in the consolidated statement of comprehensive income.
• Equity and debt investments are valued in line with the International Private Equity and Venture Capital Valuation (IPEV) Guidelines. Valuation techniques include quoted
bid prices for investments traded on active markets, recent arm’s length funding transactions, probability weighted expected return models (PWERM), DCF models,
revenue multiples and scenario based approaches, depending on the facts and circumstances of each investment.
• Fair value of cash flows from intangible assets including licence related assets, are valued using DCF methodologies that estimate future cash flows arising from
contractual rights such as milestone receipts and royalties. These valuations incorporate assumptions regarding development timelines, probabilities of success,
forecast sales, royalty rates and appropriate discount rates, consistent with the approach applied to comparable equity investments.
• Limited and limited liability partnership interests are valued based on the Group’s share of the net asset value reported by the fund manager. Where necessary,
adjustments are made to manager reported NAVs to ensure consistency with the Group’s valuation policies for underlying equity and debt investments.
• Amounts receivable on the sale of equity and debt investments, including deferred and contingent consideration, are measured at fair value using DCF or probability
weighted valuation techniques that reflect the expected timing, amount and likelihood of future receipts.
142 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Fair value of liabilities
Liabilities held within investment entity subsidiaries are also measured at fair value where required under IFRS.
• Revenue share liabilities are recognised in respect of contractual obligations to share proceeds arising from the commercialisation or disposal of certain assets. These
liabilities are measured at fair value by reference to the fair value of the related underlying assets, applying appropriate discounting and probability weighting where
future cash flows are contingent.
• Carried interest plan liabilities are measured based on the fair value of the underlying investment portfolios to which the carried interest arrangements relate, consistent
with the approach applied to the Group’s portfolio valuations. Changes in the fair value of these liabilities are recognised in profit or loss.
Fair value hierarchy and significant judgements
Assets and liabilities measured at fair value within investment entity subsidiaries are classified within the IFRS 13 fair value hierarchy based on the significance of the inputs
used in the valuation techniques. The majority of these assets and liabilities are classified as Level 3, reflecting the use of unobservable inputs.
The valuation of investment entity subsidiaries involves significant judgement, particularly in relation to:
• the selection of appropriate valuation methodologies;
• the estimation of future cash flows and probabilities of success;
• the determination of discount rates and market multiples; and
• the assessment of whether manager reported valuations for limited partnership interests are appropriate.
These judgements are consistent with those applied elsewhere in the Group’s valuation of equity and debt investments and are reviewed at each reporting date. Given the
inherent uncertainty associated with early stage and growth stage investments, actual outcomes may differ materially from the estimates used in determining fair value.
This note presents the position of those subsidiaries that meet the definition of investment entity subsidiaries and are therefore held at fair value through profit or loss. It
provides a detailed analysis of the principal fair value components, including the valuation methodologies applied, the key unobservable inputs used, and the sensitivity of
carrying values to changes in those inputs. These disclosures are intended to give users an understanding of the composition, valuation basis, and underlying assumptions
of the Group’s most significant assets and liabilities measured at fair value.
28. Fair value measurement within investment entity subsidiaries continued
IP GROUP PLC ANNUAL REPORT 2025 143
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Below is the summary of assets and liabilities of the subsidiaries that have been
recognised at fair value within the Group’s consolidated financial statements.
| 2025 | ||
Investments in investment entity subsidiaries | Note | £m |
Fair value of cash flows from intangible assets | 28A | 99.1 |
Debt & equity investments | 28B | 709.3 |
Limited liability partnership interests | 28C | 40.7 |
Receivable on sale of debt and equity investments | 28D | 54.4 |
| Portfolio investments held within investment entity | ||
subsidiaries 1 | Note 29 | 903.5 |
Other non-current assets | 28E | 19.4 |
Cash and deposits | 194.5 | |
Other net current liabilities | (6.4) | |
Carried interest plan liability | 28F | (16.0) |
Other non-current liabilities | (21.2) | |
Equity investments in investment entity subsidiaries | 1,073.8 |
1
Of the £903.5 portfolio investment held within entity subsidiaries, £133.2m represent Level 1 assets
and the balance of £770.3m represents Level 3 assets.
The principal items requiring the use of judgment in determining the value of the asset
or liability within the Group’s investment entity subsidiaries are as follows:
The Group engages third-party valuation specialists to provide valuation support
where required; during the period we commissioned third-party valuations on 2 (Pfizer
Obesity Royalty Interest, Hysata) out of the top 10 holdings (2024: 4).
A: Fair value of cash flows from Intangible assets
Under the investment entity exemption within IFRS 10, the Group is required to fair value
its investment entity subsidiaries, including fair value of cash flows from intangible
assets relating to the Group’s license arrangements.
The Group’s licences originate from historical technology transfer arrangements
inherited through the acquisition of Touchstone Innovations in 2017. Under the
Technology Pipeline Agreement (“TPA”) dated 16 February 2005 between Touchstone
Innovations plc and Imperial College, Touchstone was entitled to receive equity
allocations in spinout companies and to act as licensor of Imperial College intellectual
property to those spinouts and third parties.
These arrangements resulted in Touchstone, and subsequently the Group, owning IP
patents and enforceable rights to licensing income. Under the terms of this TPA, the
Group is subject to various “revenue sharing” arrangements whereby income generated
from this Intellectual Property is shared with Imperial College (and other third parties
where they have provided funding to research which is subsequently commercialised).
The amounts in this note are shown net of such revenue share obligations, reflecting the
Group’s share of income. These are considered to be Level 3 assets.
The Group engaged a third-party valuation specialist to provide valuation support for
the licence agreement related to the Pfizer Obesity royalty interest.
| Primary | Value of Group holding at | |
| valuation | 31 Dec 2025 net of revenue share liability | |
| Company name | basis | £m |
Pfizer Obesity Programmes | DCF | 91.7 |
Carrick Therapeutics | DCF | 6.0 |
Other licenses | DCF | 1.4 |
Total | 99.1 |
Valuation inputs and sensitivities
The key valuation inputs and sensitivities in respect of fair value of cash flows from
intangible assets relate to the license with Pfizer in respect of their anti-obesity
programmes acquired from Zihipp/Metsera. Under this exclusive IP licence agreement
between IP2IPO Innovations Limited and Zihipp / Metsera, the Group is entitled to
licence milestone payments and tiered licence royalties on net sales of the licensed
products.
The valuation of both the licence and equity is based on a DCF model assessing the
future cash flows from the relevant Pfizer obesity drug programmes for which IP Group
has financial exposure, PF’3944, PF’3945, PF’4696 and PF’6795. The key inputs in the DCF
model include:
• the drug development milestone dates, based on the anticipated development
timeline for the four assets
• probability of Ph1, Ph2 and Ph3 clinical trial success, based on comparable clinical
trial success rates for metabolic assets (source: Clinical Development Success
Rates 2011-2020 by Biotechnology Innovation Organisations) and forecasts from
equity analyst research published by Goldman Sachs, Cantor Fizgerald, Bank of
America and Guggenheim
• projected sales forecasts, which have been derived using the mean of equity
analyst research
2
sales projections
• royalty rates receivable of drug sales, based on the low single-digit, tiered
percentages defined in the licence agreement
• discount rate, based on the WACC of a pharmaceutical partner consistent with
Pfizer taking the trial forward
• UK corporation tax on milestone and licence receipts.
28. Fair value measurement within investment entity
subsidiaries
continued
144 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
The valuation is sensitive to the inputs noted above. In the Group’s view, the valuation would most likely be affected by a combination of changes in these inputs. However, to
provide context on the sensitivity of each key input, as required by IAS 1, the table below sets out the impact on the valuation of the licence net of the revenue share liability, of
changes in each critical input in isolation
| Impact on IPG | ||||
| Licence Value | Impact % of | |||
Input | Assumption used | Sensitivity | £m | NAV 1 |
Clinical trial success rates | PF’3944i: 53%, PF’3944 & PF’3945:25%, PF’3944o: 9.6% | +/- 5% | 26.2 / (21.1) | 2.7% / (2.2%) |
Discount rate | 11.5% | -1.25%/+1.0% | 10.9 / (7.7) | 1.1% / (0.8%) |
1
Being impact on IPG equity holding as a proportion of the Group’s Net Asset Value
Under the DCF methodology, in the event that one of the compounds fails to progress to market as a result of trial failures or failure to receive regulatory approval, the model
assumes a zero value outcome for that product.
B: Equity and debt investments
See note 14 for the accounting policy relating to equity and debt investments, and for information prior to the adoption of the investment entity accounting basis on
16th December 2025. Amounts shown within Note 14 being transferred to investment entity subsidiaries of £715.7m includes £6.4m in respect of investments whose proceeds will,
upon sale, be paid to Imperial College London and hence have been excluded from equity and debt amounts disclosed within this note.
The following table lists information on the Group’s most significant debt and equity investments. These comprise the largest portfolio companies within the Group’s top
ten investments by value, excluding investments that are not classified as equity or debt. Together, this represents 39% of the total portfolio value (2024: 58%). Detail on the
performance of these companies is included in the portfolio review section of the Strategic Report.
The Group engages third-party valuation specialists to provide valuation support where required; during the period we commissioned third-party valuations on 2 of the Group’s
equity and debt holdings (2024: 4).
| Fair value of Group holding at | Fair value of Group holding at | ||
| 31 Dec 2025 | 31 Dec 2024 | ||
Company name | Primary valuation basis | £m | £m |
Oxford Nanopore Technologies plc | Quoted bid price | 102.0 | 106.6 |
Istesso Limited 1 | DCF | 89.6 | 91.9 |
Hysata Pty Ltd 2 | Funding transaction > 12 months, PWERM | 76.2 | 76.8 |
Mission Therapeutics Limited | Funding transaction > 12 months, PWERM | 26.2 | 22.5 |
Nexeon Limited | Funding transaction < 12 months, PWERM | 19.8 | 18.8 |
Oxa Autonomy Limited | Funding transaction < 12 months, PWERM | 19.4 | 42.7 |
CoreWeave, Inc. 3 | Sale process | 18.5 | 0.0 |
Total | 351.7 | 359.3 |
1
£3.4m repayable loan held by IP Group plc, not within the investment entity subsidiary.
2
Third-party valuation specialists used for 31 December 2025 valuation. In these instances, the valuation basis is management’s assessment of the primary valuation input used by the third-party
valuation specialist.
3
Convertible loan note issued by CoreWeave, Inc. as consideration on the disposal of Monolith AI Limited.
28. Fair value measurement within investment entity subsidiaries continued
IP GROUP PLC ANNUAL REPORT 2025 145
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Level 1 | Level 3 | |||
| Equity investments in quoted | Unquoted equity investments | Debt investments in unquoted | ||
| spin–out companies net of | in spin–out companies net of | spin–out companies net of | ||
| revenue share liability | revenue share liability | revenue share liability | Total | |
| Company name | £m | £m | £m | £m |
At 31 December 2025 | 133.2 | 504.0 | 72.1 | 709.3 |
At 31 December 2024 | 133.1 | 580.7 | 51.6 | 765.4 |
Valuation inputs and sensitivities
Unobservable inputs are typically portfolio company-specific and, based on a materiality assessment, are not considered significant either at an individual company level or in
aggregate where relevant for common factors such as discount rates.
The sensitivity analysis table below has been prepared in recognition of the fact that some of the valuation methodologies applied by the Group in valuing the portfolio
investments involve subjectivity in their significant unobservable inputs. Furthermore, given that many of the Group’s portfolio are the early stage or growth stage of development,
their valuations can be significantly impacted by factors including, but not limited to, the availability of financing, technical and commercial setbacks, market developments and
regulatory approvals.
28. Fair value measurement within investment entity subsidiaries continued
146 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
The table illustrates the possible impact on valuation of different sensitivities. The varying levels of sensitivity applied in the table below are intended to reflect the relative level of
judgment in applying the valuation approach. Additional analysis for Istesso Limited is provided after the table below, which merit specific focus in light of the specific facts and
circumstances of these investments.
Valuation technique
| Fair value of | ||||||||||
| investments net of | ||||||||||
| revenue share liability | Variable | |||||||||
| at 31 Dec 2025 | input | Fair value of | ||||||||
£m | Variable inputs | sensitivity | Positive impact | Negative impact | investments | |||||
| 2025 | % of | % of | 2024 | |||||||
£m | % | £m | NAV | £m | NAV | £m | ||||
Quoted | 133.2 | • | n/a | n/a | n/a | n/a | n/a | n/a | 133.1 | |
Funding transaction <12 months | 178.1 | • | Inputs used in PWERM models to quantify the | +/-5 | 8.9 | 0.9 | (8.9) | (0.9) | 217.8 | |
| impact of funding transactions on subordinate | ||||||||||
Funding transaction >12 months | 159.1 | securities including exit values and timelines. | +/-10 | 15.9 | 1.6 | (15.9) | (1.6) | 54.9 | ||
• | Estimated impact of future event | |||||||||
• | Execution risk discount applied to future event | |||||||||
| where positive) | ||||||||||
• | Extent to which future event is indicative of facts | |||||||||
| Other: Future market/ | and circumstances in existence at the balance | |||||||||
commercial events | 75.3 | sheet date | +/10 | 7.5 | 0.8 | (7.5) | (0.8) | 60.7 | ||
| Other: Adjusted financing price | • | Company-specific milestone analysis resulting | ||||||||
| based on past performance – | in a positive calibration adjustment versus the | |||||||||
Upwards* | - | previous funding transaction price | n/a | n/a | n/a | n/a | n/a | 35.9 | ||
| Other: Adjusted financing price | • | Company-specific milestone analysis resulting | ||||||||
| based on past performance – | in a negative calibration adjustment versus the | |||||||||
Downwards* | 58.0 | previous funding transaction price | +/-20 | 11.6 | 1.2 | (11.6) | (1.2) | 152.7 | ||
Estimate of future recurring revenues | • | |||||||||
Selection of comparable companies | • | |||||||||
Other: Revenue multiple* | 13.4 | Discount/premium to multiple | • | +/-10 | 1.3 | 0.1 | (1.3) | (0.1) | 13.1 | |
Clinical trial success rates | • | |||||||||
Estimate of likelihood, value and structure of a | • | |||||||||
| potential pharmaceutical partnership | ||||||||||
Other: DCF* | 92.2 | Discount rates | • | +/-20 | 18.4 | 1.9 | (18.4) | (1.9) | 97.2 | |
Total | 709.3 | 63.7 | 6.5 | (63.7) | (6.5) | 765.4 |
* Due to the large number of inputs used in the valuation of these assets, individual unobservable inputs are below a size threshold that would warrant separate disclosure under IFRS 13 paragraph 93(d).
The sensitivities presented in the table above do not cover all valuation inputs for each individual investment. The portfolio primarily comprises early-stage assets, for which valuations are subject to
a high degree of estimation uncertainty and a wide range of reasonably possible alternative assumptions. To provide meaningful disclosure, investments have therefore been grouped into relevant
categories with common characteristics, and sensitivities have been assessed at a portfolio level. As a result of the diversification across a large number of inputs and investments, no single investment
within these groups would, in isolation, have a significant impact on the overall fair value, and a range of reasonably possible alternative assumptions does not significantly impact the fair value of the
28. Fair value measurement within investment entity subsidiaries continued
IP GROUP PLC ANNUAL REPORT 2025 147
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Input | Assumption used | Sensitivity | Impact on IPG holding £m | Impact % of NAV 1 |
Phase 2b success rate | 63% | +/-10% | £14m | 1.5% |
Selected pharma partner deal size | Bottom quartile | Median | £87m | 8.9% |
Discount Rate | 12.75% | +0.25/-1.75% | (£1.8m)/£13m | (0.2%)/1.3% |
28. Fair value measurement within investment entity subsidiaries continued
148 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Currency risk
Exposure to currency risk through asset allocation, which is calculated by reference
to the currency in which the asset is quoted, is shown below. A +/-1% sensitivity has
been included to demonstrate the effect of fluctuations in foreign exchange rates. 1% is
considered to be appropriate due to the stable currencies in which we hold cash.
| At 31 December 2025 | ||
Investments £m | Sensitivity +/- 1% £m | |
US dollar | 87.7 | 0.9 |
Australian dollar | 109.3 | 1.1 |
Euro | 14.2 | 0.1 |
Swedish Krona | 1.0 | 0.0 |
Total | 212.2 | 2.1 |
| At 31 December 2024 | ||
Investments £m | Sensitivity +/- 1% £m | |
US dollar | 96.8 | 1.0 |
Australian dollar | 94.0 | 0.9 |
Euro | 12.9 | 0.1 |
Swedish Krona | 5.7 | 0.1 |
Total | 209.4 | 2.1 |
C: Limited partnership interests
See note 15 for the accounting policy relating to limited and limited liability partnership
interests, and for information prior to the adoption of the investment entity accounting
basis on 16th December 2025.
Fund interests are valued on a net asset basis, estimated based on the managers’
NAVs. Manager’s NAVs apply valuation techniques consistent with IFRS and are subject
to audit. Where audited accounts are received in arrears of the publication of the
Group’s results hence these are marked as unaudited in the table below, however a
retrospective review of audited accounts versus earlier unaudited results is carried out.
Managers’ NAVs are usually published quarterly, two to four months after the quarter
end. The below table analyses the fund valuations with reference to manager NAV
dates used at 31 December.
| Functional | 2025 | ||
| Limited & Limited Liability Partnerships | currency | Status | £m |
IPG Cayman Fund L.P. (Longview Innovation) | USD | Unaudited | 22.3 |
UCL Technology Fund L.P. | GBP | Unaudited | 18.4 |
Total | 40.7 |
We reviewed the underlying valuation methodologies adopted by our Fund
managers for all Fund investments of material value. Following our review of valuation
methodologies, the Q3 North America University Innovation L.P. NAV statement was
adjusted downwards. Such adjustments were based on an assessment of the
valuations of specific equity and debt investments in portfolio companies held within
the fund in question. In making these assessments, the Group has applied a valuation
methodology consistent with that used in respect of the Group’s equity and debt
investments. In line with other Level 3 assets, a +/-5% sensitivity has been applied to
the valuation of the Group’s limited partnership interests, reflecting the relative level of
judgment involved in applying the valuation approach.
The Group considers interests in limited and limited liability partnerships to be level 3 in
the fair value hierarchy throughout the current and previous financial years.
The valuation of the Group’s interests in limited and limited liability partnerships is an
accounting estimate, as management has applied judgment in considering whether
to adjust the NAV estimates provided by the fund manager. This assessment was
based on an analysis of the appropriateness of valuations of specific equity and debt
investments in portfolio companies held within the fund in question. In making these
assessments, the Group has applied a valuation methodology consistent with that
set out in note 14. Unobservable inputs are portfolio company-specific and, based
on a materiality assessment, are not considered individually significant either at an
individual company level or in aggregate where relevant for common factors such as
discount rates.
28. Fair value measurement within investment entity
subsidiaries
continued
IP GROUP PLC ANNUAL REPORT 2025 149
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
| Value net of revenue share | ||
| liability at 31 Dec 2025 | ||
Investment | Primary Valuation Basis | £m |
| Pfizer Obesity Royalty | Probability-weighted DCF | |
| Interest | model reflecting potential | |
milestone payments | 36.4 | |
Featurespace | Discounted sale amount | 10.1 |
Enterprise Therapeutics | Probability-weighted DCF | |
| model reflecting potential | ||
milestone payments | 3.5 | |
Oxular | Discounted sale amount | 2.0 |
Monolith AI | Discounted sale amount | 1.9 |
Kynos | Discounted sale amount | 0.5 |
Total | 54.4 |
| Impact on | ||||
| IPG Deferred | ||||
| Consideration | Impact % of | |||
Input | Assumption used | Sensitivity | £m | NAV 1 |
| PF’3944i: 53%, PF’3944 | ||||
| Clinical trial | & PF’3945:25%, | |||
| success rates | PF’3944o: 9.6% | +/- 5% | 9.8 / (7.8) | 1.0% / (0.8%) |
Discount rate | 11.5% | -1.25%/+1.0% | 3.7 / (2.6) | 0.4% / (0.3%) |
| 2025 | |
| £m | |
Fair value of tax losses | 10.3 |
Other assets | 9.1 |
Total | 19.4 |
28. Fair value measurement within investment entity
subsidiaries
continued
150 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
F: Non-current liabilities
Carried interest plan liability (see Note 23)
The calculation of the liability in respect of the Group’s LTICS is derived from the fair
value estimates for the relevant portfolio investments and does not involve significant
additional judgement (although the fair value of the portfolio itself is a significant
accounting estimate). The actual amounts of carried interest paid are determined by
cash realisations of individual vintages, and may change in the next financial year as
portfolio valuations evolve.
| 2025 | |
| £m | |
At 31 December 2025 | 16.0 |
Loans from Limited partners of controlled funds (see Note 20)
The assets (primarily equity investments) of a co–investment fund, IP Venture Fund
II LP which is managed by the Group, are included in the Investment Entity balance
sheet shown above. Loans from third parties of controlled funds represent third–party
LP loans into this partnership. Under the terms of the Limited Partnership Agreement,
these loans are repayable only upon these funds generating sufficient realisations to
repay the Limited Partners. Management anticipates that the funds will generate the
required returns and consequently recognises the full associated liabilities.
The classification of these loans as non–current reflects the forecast timing of returns
and subsequent repayment of loans, which is not anticipated to occur within one year.
| 2025 | |
| £m | |
At 31 December 2025 | 18.3 |
28. Fair value measurement within investment entity
subsidiaries
continued
IP GROUP PLC ANNUAL REPORT 2025 151
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
29. Alternative performance measures (“APM”)
IP Group management believes that the alternative performance measures included in this document provide valuable information to the readers of the financial statements
as they enable the reader to identify a consistent basis for comparing the business’ performance between financial periods and provide more detail concerning the elements
of performance which the managers of the Group are most directly able to influence or are relevant for an assessment of the Group. They also reflect an important aspect
of the way in which operating targets are defined and performance is monitored by the Directors. These measures are not defined by IFRS and therefore may not be directly
comparable with other companies’ APMs, including those in the Group’s industry. APMs should be considered in addition to, and are not intended to be a substitute for, or superior
to, IFRS measurements.
The Directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and position of the Group. Consequently, APMs are
used by the Directors and management for performance analysis, planning, reporting and incentive–setting purposes.
Calculation
APM
Reference for
reconciliation Definition and purpose
2025
£m
2024
£m
NAV
per share
Primary
statements
note 21
NAV per share is defined as Net Assets divided by the number of outstanding
shares.
The measure shows net assets managed on behalf of shareholders by the Group
per outstanding share.
NAV per share is a standard measure used within our peer group and can be
directly compared with the Group’s share price.
NAV £975.1m £952.5m
Shares in issue 883,427,642 975,286,268
110.4p 97.7p
Return
on NAV
Primary
statements
note 5
Return on NAV is defined as the total comprehensive income or loss for the year
excluding charges which do not impact on net assets, specifically share–based
payment charges.
The measure shows a summary of the income statement gains and losses which
directly impact NAV.
Total
comprehensive
income
67.2 (210.0)
Excluding:
Share-based
payment charge
2.4 1.9
Return on NAV 69.6 (208.1)
Net portfolio
gains/
(losses)
note 14, 15, 16 Net portfolio gains/(losses) are defined as the movement in the value of holdings in
the portfolio due as a result of realised and unrealised gains and losses.
The measure shows a summary of the income statement gains and losses which
are directly attributable to the total portfolio (see definition below), which is a
headline measure for the Group’s portfolio performance.
This is a key driver of the Return on NAV which is a performance metric for Directors’
and employees’ incentives.
Change in fair value
of equity and debt
investments
(70.1) (246.1)
Gain on disposal of equity
investments
37.5 63.7
Change in fair value of LP
interests2
(12.8) (12.6)
Gain on deconsolidation of
subsidiaries
117.8 –
excluding deferred tax
asset recognition
(8.4) –
Net portfolio gains/
(losses)
64.0 (195.0)
152 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Calculation
APM
Reference for
reconciliation Definition and purpose
2025
£m
2024
£m
Total
portfolio
2
Consolidated
statement of
financial position,
note 14, 15, 28
Total portfolio is defined as the total of equity investments, debt investments,
investments in LPs, amounts receivable on sale of equity and debt investments, and
portfolio investments held within investment entity subsidiaries (including the fair
value of cash flows from intangible assets).
This measure represents the aggregate balance sheet amounts which the Group
considers to be its investment portfolio, and which is described in further detail
within the portfolio review section of the strategic report.
Equity investments – 713.8
Debt investments 3.4 51.6
LP interests 1.2 58.1
Assets held for sale – 13.9
Receivable on sale of debt
and equity investments
(long term)
– 18.5
Receivable on sale of debt
and equity investments
(short term)
– 1.6
Revenue Share Liability – (5.4)
Portfolio investments held
within investment entity
subsidiaries
903.5 –
Total portfolio 908.1 852.1
Portfolio
investment
Primary
statements
Portfolio investment is defined as the purchase of equity and debt investments plus
investments into limited partnership interests.
This gives a combined measure of investment into the Group’s portfolio.
Purchase of equity and
debt investments
(68.0) (60.8)
Investment in limited
and limited liability
partnerships
(2.5) (2.2)
Portfolio investment (70.5) (63.0)
Cash
proceeds
Primary
statements
Cash proceeds is defined as the proceeds from the disposal of equity and debt
investments plus distributions received from limited partnership interests.
Proceeds from the sale of
equity investments
52.5 182.2
Distributions from limited
partnership funds
5.6 1.2
Proceeds from assets held
for sale
10.0 -
Cash proceeds 68.1 183.4
29. Alternative performance measures (“APM”) continued
IP GROUP PLC ANNUAL REPORT 2025 153
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
Calculation
APM
Reference for
reconciliation Definition and purpose
2025
£m
2024
£m
Net
overheads
Financial review,
note 9
Net overheads are defined as the Group’s core overheads less operating income.
The measure reflects the Group’s controllable net operating “cash–equivalent”
central cost base.
Other income 7.4 5.5
Other administrative
expenses
(23.4) (25.3)
Excluding:
Non-portfolio foreign
exchange movements
0.1 (2.7)
Restructuring costs –
labour
– 2.4
Restructuring costs –
professional
– 0.3
Net overheads (15.9) (19.8)
Gross cash
and deposits
3
Primary
statements
note 28
Cash and deposits is defined as cash and cash equivalents plus deposits. Cash and cash
equivalents
16.5 115.6
Deposit – 170.0
Deposits and Cash and
cash equivalents held
in investment entity
subsidiaries
194.5 –
Gross cash and deposits 211.0 285.6
Simple
return on
capital (%)
Note 29 Defined as net portfolio gains/(losses) divided by the opening total portfolio value.
This measure gives a view of the size of portfolio gains or losses relative to the
opening portfolio value, giving useful additional context for the value of gains or
losses.
Net portfolio/(losses) 64.0 (195.0)
Opening total
portfolio value
852.1 1,167.7
Simple return on
capital (%)
8% (17%)
% Return on
NAV (%)
Note 29 (return
on NAV) Primary
statements (Net
Asset Value)
Defined as return on NAV divided by the opening Net Asset Value.
This measure gives a view of the size of Return on NAV relative to the opening Net
Asset Value, giving useful additional context for the value of returns.
Return on NAV 69.6 (208.1)
Opening Net Asset Value 952.5 1,190.3
Return on NAV (%) 7% (17%)
1
Gains or losses from changes in investment entity status are reported within Net portfolio gains/(losses).
2
Total portfolio now includes investments within investment entity subsidiaries and deferred consideration and revenue share amounts.
3
Cash and cash equivalents held in fair value investments in subsidiaries. are now included within Gross cash and deposits for greater transparency of the Group’s available funds.
29. Alternative performance measures (“APM”) continued
154 IP GROUP PLC ANNUAL REPORT 2025
COMPANY BALANCE SHEET.
AS AT 31 DECEMBER 2025
Note
2025
£m
2024
£m
ASSETS
Non-current assets
Investment in subsidiary undertakings 2 1,083.4 331.5
Equity and debt investments 3 3.4 3.5
Limited liability partnership interests 1.2 2.3
Loans to subsidiary undertakings: long term – 605.0
Total non-current assets 1,088.0 942.3
Current assets
Loans to subsidiary undertakings: short term 6 – 0.9
Trade receivables 2.3 1.9
Total current assets 2.3 2.8
Total assets 1,090.3 945.1
EQUITY AND LIABILITIES
Capital and reserves
Called-up share capital 17.8 19.5
Share premium account 102.5 102.5
Capital redemption reserve 3.5 1.8
Retained earnings 845.7 700.7
Total equity attributable to equity holders 969.5 824.5
Current liabilities
Trade and other payables 1.1 0.9
Borrowings 119.7 –
Total current liabilities 120.8 0.9
Non-current liabilities
Borrowings 6 – 119.7
Total non-current liabilities – 119.7
Total liabilities 120.8 120.6
Total equity and liabilities 1,090.3 945.1
Registered number: 04204490
The Company has taken advantage of the exemption granted
by Section 408 of the Companies Act 2006 whereby no
individual income statement of the Company is disclosed.
The Company’s gain for the financial year was £189.3m
(2024: loss of £5.9m).
The accompanying notes form an integral part of the financial
statements. The financial statements on pages 155 to 168 were
approved by the Board of Directors and authorised for issue on
16 March 2026 and were signed on its behalf by: signed on its
behalf by:
Greg Smith David Baynes
Chief Executive Officer Chief Financial Officer
IP GROUP PLC ANNUAL REPORT 2025 155
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
COMPANY STATEMENT OF CHANGES IN EQUITY.
AS AT 31 DECEMBER 2025
Share
capital
£m
Share
premium
(i)
£m
Capital
redemption
reserve
(iii)
£m
Retained
earnings
(ii)
£m
Total
£m
At 1 January 2024 21.3 102.8 – 734.0 858.1
Total comprehensive income for the period
Loss for the year – – – (5.9) (5.9)
Total comprehensive income for the period – – – (5.9) (5.9)
Transactions with owners, recorded directly in equity
Other movements – (0.3) – 0.3 –
Purchase of treasury shares
(iii)
(1.8) – 1.8 (29.6) (29.6)
Equity-settled share-based payments
(iv)
– – – 1.9 1.9
Total contributions by and distributions to owners (1.8) (0.3) 1.8 (27.4) (27.7)
At 1 January 2025 19.5 102.5 1.8 700.7 824.5
Total comprehensive income for the period
Profit for the year – – – 189.3 189.3
Total comprehensive income for the period – – – 189.3 189.3
Transactions with owners, recorded directly in equity
Purchase of own shares
(v)
(1.7) – 1.7 (45.7) (45.7)
Equity-settled share-based payments
(iv)
– – – 1.4 1.4
Total contributions by and distributions to owners (1.7) – 1.7 (44.3) (44.3)
At 31 December 2025 17.8 102.5 3.5 845.7 969.5
i Share premium – Amount subscribed for share capital in excess of nominal value, net of directly attributable issue costs.
ii Retained earnings – Cumulative net gains and losses recognised in the statement of comprehensive income net of associated share-based payments credits and
distributions to shareholders.
iii Purchase of treasury shares – during 2024, the Company purchased 45,280,605 ordinary shares, with an aggregate value of £0.9m which were initially held in treasury. These
were subsequently used to settle employee share based payments of 4,481,489 prior to the remainder being cancelled in September 2024 along with a further 26,493,520
treasury shares held at the start of the year which were also cancelled at the same time. A further 20,609,101 shares with an aggregate value of £0.5m were purchased in the
period September to December 2024 and immediately cancelled. The nominal value of the cancelled treasury share has been added to the capital redemption reserve.
iv Equity-settled share-based payments – amounts recognised in respect of the Group’s share-based payments schemes recognised as a subsidiary investment in the
Company accounts with a corresponding entry against equity.
v During 2025, the Company purchased and cancelled 91,858,626 ordinary shares with an aggregate nominal value of £1.7m. At 31 December 2025 the company had nil treasury
shares (FY24: nil). Retained profits have been reduced by £45.7m (2024: £29.6m), being the net consideration paid for the purchase of shares, including expenses directly
relating to the share purchase
The accompanying notes form an integral part of the financial statements.
156 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
1. Accounting policies
These financial statements were prepared in accordance with Financial Reporting
Standard 101 Reduced Disclosure Framework (“FRS 101”).
In preparing these financial statements, the Company applies the recognition,
measurement and disclosure requirements of UK–adopted international accounting
standards (“UK–adopted IFRS”) but makes amendments where necessary in order to
comply with Companies Act 2006 and has set out below where advantage of the FRS
101 disclosure exemptions has been taken.
Under section s408 of the Companies Act 2006 the company is exempt from the
requirement to present its own profit and loss account.
In these financial statements, the Company has applied the exemptions available
under FRS 101 in respect of the following disclosures: a cash flow statement and
related notes; disclosures in respect of transactions with wholly owned subsidiaries;
disclosures in respect of capital management; from presenting a comparative period
reconciliation for share capital, the effects of new but not yet effective IFRSs; and
disclosures of compensation of key management personnel.
As the consolidated financial statements include the equivalent disclosures, the
Company has also taken the exemptions under FRS 101 available in respect of the
following disclosures: IFRS 2 Share-Based Payments in respect of Group-settled share-
based payments; and certain disclosures required by IFRS 13 Fair Value Measurement
and the disclosures required by IFRS 7 Financial Instrument Disclosures.
The Company proposes to continue to adopt the reduced disclosure framework of FRS
101 in its next financial statements.
The accounting policies set out below have, unless otherwise stated, been applied
consistently to all periods presented in these financial statements.
Going concern
The parent Company financial statements are prepared on a going concern basis set
out in Note 1 of the consolidated financial statements of IP Group Plc.
Subsidiary investments
Investments held at cost
Investments in the subsidiaries: Top Technology Ventures Limited, IP Venture Fund
II (GP) LLP, IP Ventures (Scotland) Limited, IP2IPO Portfolio (GP) Limited, and Parkwalk
Advisors Limited are stated at cost less, where appropriate, provision for impairment.
The Company tests the investment balances for impairment annually or whenever
there is an indication that the value of carrying amount may not be recoverable.
Investments in investment entity subsidiaries
On 16 December 2025 IP Group Plc concluded that it met the definition of investment
entity as defined in IFRS 10 Consolidated Financial Statements; for further details see
the Group’s note 3. An investment entity shall measure an investment in a subsidiary at
fair value through profit or loss in accordance with IFRS 9.
In light of the fact that the majority of the assets in the Company’s subsidiaries are
recorded at fair value, subsidiary net assets are taken as an approximation of their
minimum recoverable amount.
Further details can be obtained in the Groups accounting
policies.
Consideration has been given as to whether the fact that IP Group plc’s shares
are trading at a discount to net asset value constitutes a trigger an impairment
assessment for the value of the Company’s subsidiary investments. Given that the
majority of the assets within the Company’s subsidiaries are held at fair value, the
Directors do not believe that as a result of this assessment an additional impairment is
required.
Intercompany loans
All intercompany loans are initially recognised at fair value and subsequently
measured at amortised cost. Where intercompany loans are intended for use on
a continuing basis in the Company’s activities, and there is no intention of their
settlement in the foreseeable future, they are presented as non-current assets.
Financial instruments
Currently the Company does not enter into derivative financial instruments. Financial
assets and financial liabilities are recognised and cease to be recognised on the basis
of when the related titles pass to or from the Company.
Share-based payments
The Group operates a number of equity-settled share-based compensation schemes
under which the employing subsidiary within the Group receives services from
employees as consideration for equity instruments in IP Group plc. For further details
on these schemes, see note 22 in the Group accounts. When options are exercised, the
company issues new shares. The proceeds received net of any directly attributable
costs are credited to share capital (nominal value) and the balance to share
premium. In the Company financial statements, the grant of share options is treated
as a capital contribution. Specifically, the fair value of employee services received
(measured at the date of grant) is recognised over the vesting period as an increase
to investment in subsidiary undertakings, with a corresponding credit to equity in the
parent entity financial statements.
Borrowings
Borrowings are recognised initially at fair value, net of transaction costs incurred.
Borrowings are subsequently carried at amortised cost; any difference between the
proceeds (net of transaction costs) and the redemption value is recognised in the
consolidated statement of comprehensive income over the period of the borrowing
using the effective interest rate method. Costs incurred in the course of issuing
additional debt are recognised on the balance sheet and charged to the income
statement on a straight-line basis over the term of the borrowings.
IP GROUP PLC ANNUAL REPORT 2025 157
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
2. Investments in subsidiary undertakings
2025
£m
2024
£m
At 1 January 331.5 330.4
Investment in respect of share–based payments 2.4 1.9
Impairment of subsidiary undertakings in the year (0.1) (0.8)
Change in investment entity status
1
749.6 –
At 31 December 1,083.4 331.5
1
The balance of £749.6m includes £551.0m Loans to subsidiary undertakings (see Note 3 for a
description of the change in Investment Entity designation in the year).
2025
£m
2024
£m
Investments in investment entity subsidiaries 1,075.3 –
Investments in consolidated subsidiaries 8.1 331.5
At 31 December 1,083.4 331.5
Details of the Company’s subsidiary undertakings as at 31 December 2025 are detailed
in note 8 to the Company financial statements.
3. Loans to subsidiary undertakings
2025
£m
2024
£m
At 1 January 605.7 641.8
Repayment of loans by subsidiary undertakings during
the year (48.5) (36.1)
Impairment of intercompany loans (6.2) –
Change in investment entity status (551.0) –
At 31 December – 605.7
2025
£m
2024
£m
Current – 0.9
Non–current – 605.0
At 31 December – 605.9
The Directors consider the carrying amount of trade and other receivables at
amortised cost to approximate their fair value. All receivables are interest free,
repayable on demand and unsecured.
The amounts due from subsidiary undertakings are interest free, repayable on
demand and unsecured. Loans classified as non–current are not expected to be
recalled within one year.
Given the nature of the subsidiary undertakings to which they relate, the Company
considers expected credit losses on the Company’s receivables to be less than £0.1m
and therefore not disclosed further (2024: under £0.1m).
158 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
4. Profit and loss account
As permitted by Section 408 of the Companies Act 2006, the Company’s profit and loss
account has not been included in these financial statements. The Company’s profit for
the year was £189.3m (2024: loss of £5.9m). The impact of the change in entity status
was a gain of £186.4m.
Details of the auditor’s remuneration are disclosed in note 7 to the consolidated
financial statements.
Amounts receivable by the Company’s auditor and its associates in respect of services
to the Company and its associates, other than the audit of the Company’s financial
statements, have not been disclosed as the information is required instead to be
disclosed on a consolidated basis in the consolidated financial statements.
Following the change in investment entity status on 16 December 2025, the Group
ceased to consolidate its investment entity subsidiaries and now recognises these
subsidiaries at their fair value as at 31 December 2025.
5. Directors’ emoluments, employee information and
share-based payments
The remuneration of the Directors is borne by Group subsidiary undertakings. Full
details of their remuneration can be found in the sections labelled as audited within
the Directors’ Remuneration Report and note 10 of the Group accounts.
The Company had no employees during 2025 or 2024.
6. Dividends and share buyback
There were no dividends paid in 2025 (2024: no dividends). During 2025, the Company
purchased and cancelled 91,858,626 ordinary shares with an aggregate nominal value
of £1.7m. At 31 December 2025 the Company had nil treasury shares (FY24: nil). Retained
profits have been reduced by £45.7m (2024: £29.6m), being the net consideration
paid for the purchase of shares, including expenses directly relating to the share
purchase. On 18 November 2025 the Group completed a £75m buyback programme.
The buyback was originally announced on 18 December 2023 with an initial £20m,
subsequently increased by £10m on 7 October 2024, £25m on 9 January 2025 and
£20m on 26 June 2025. Since commencing its buyback programme, the Group has
purchased 157,968,634 shares at an average price of 47.5 pence per share for an
aggregate consideration of £75m.
7. Borrowings
2025
£m
2024
£m
Current 119.7 –
Non-current – 119.7
At 31 December 2025 119.7 119.7
The terms of the Standard Life loan notes are summarised in note 20 of the
consolidated financial statements.
IP GROUP PLC ANNUAL REPORT 2025 159
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
8. Details of subsidiary undertakings
Name of subsidiary undertakings
Proportion of
ownership interest
%
(i)
Proportion of
voting power held
%
(i)
Proportion of
nominal value held
%
Held by
parent/
Group
Investment
entity
consolidation
treatment
IP2IPO Limited 100.0 100.0 100.0 Direct Fair value
IP2IPO Carry Partner Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Americas Limited 100.0 100.0 100.0 Indirect Fair value
Top Technology Ventures Limited
(iii)
100.0 100.0 100.0 Direct Consolidated
Fusion IP Sheffield Limited
(ii)
100.0 100.0 100.0 Indirect Fair value
Fusion IP Cardiff Limited
(ii)
100.0 100.0 100.0 Indirect Fair value
IP Venture Fund II (GP) LLP
(iii)
100.0 100.0 100.0 Indirect Consolidated
IP Ventures (Scotland) Limited
(iii)
100.0 100.0 100.0 Indirect Consolidated
IP2IPO Portfolio (GP) Limited
(iii)
100.0 100.0 100.0 Indirect Consolidated
IP2IPO Portfolio LP 100.0 100.0 100.0 Indirect Fair value
IP Capital Limited
(ii)
100.0 100.0 100.0 Indirect Fair value
IP2IPO Investments Limited (previously known as IP2IPO Asia-Pacific Limited) 100.0 100.0 100.0 Direct Fair value
IP Group Greater China Limited 100.0 100.0 100.0 Indirect Fair value
IP Group Greater China Services Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO ANZ Carry Limited
(ii)
100.0 100.0 100.0 Indirect Fair value
Kiko Ventures Limited
(ii)
100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia Pty Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia HP Pty Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia Management Pty Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia GP Pty Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia CT Pty Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia VCMP LP 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia VCLP No 1 LP 100.0 100.0 100.0 Indirect Fair value
IP2IPO Australia TS Pty Ltd 100.0 100.0 100.0 Indirect Fair value
Parkwalk Advisors Limited 100.0 100.0 100.0 Direct Consolidated
Touchstone Innovations Limited 100.0 100.0 100.0 Indirect Fair value
IP2IPO Innovations Limited 100.0 100.0 100.0 Indirect Fair value
Touchstone Innovations Businesses LLP 100.0 100.0 100.0 Indirect Fair value
IPG USA (LP) Limited 100.0 100.0 100.0 Indirect Fair value
IPG USA SCO LP 100.0 100.0 100.0 Indirect Fair value
160 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of subsidiary undertakings
Proportion of
ownership interest
%
(i)
Proportion of
voting power held
%
(i)
Proportion of
nominal value held
%
Held by
parent/
Group
Investment
entity
consolidation
treatment
IP2IPO Nominees Limited
(ii)
100.0 100.0 100.0 Direct Fair value
IP2IPO Services Limited
(ii)
100.0 100.0 100.0 Direct Fair value
Asterion Limited 66.8 66.8 66.5 Indirect Fair value
PH Therapeutics Limited
(ii)
60.0 60.0 60.0 Indirect Fair value
IP Venture Fund II LP
(iv)
33.3 33.3 33.3 Indirect Fair value
i All holdings are via ordinary shares unless separate classes are specified in the table.
ii Dormant/non-trading company.
iii Company/engaged in fund management activity.
iv As detailed in note 1 to the Group financial statements, though less than 33.3% of beneficial and nominal interest is held by the Group, the Group’s position as fund manager to IP Venture Fund II LP
means the Group fulfils the control criteria set out in IFRS 10 and the fund is thus consolidated.
All companies above have their registered offices at 2nd Floor 3 Pancras Square, Kings Cross, London, England, N1C 4AG, unless separately listed on the following page.
IP Ventures (Scotland) Limited: 50 Lothian Road, Festival Square, Edinburgh, EH3 9WJ.
Asterion Limited: Windsor House, Cornwall Road, Harrogate, England, HG1 2PW.
IP2IPO Australia Pty Limited: Level 35, 360 Elizabeth Street, Melbourne, VIC 3000, Australia.
IP Group Greater China Limited: 6/F Alexandra House, 18 Chater Road, Central Hong Kong.
IP Group Greater China Services Limited: 6/F Alexandra House, 18 Chater Road, Central Hong Kong.
IP2IPO Australia HP Pty Ltd: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia Management Pty Ltd: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia GP Pty Ltd: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia CT Pty Ltd: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia VCMP LP: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia VCLP No 1 LP: Level 16, 379 Collins Street, Melbourne, VIC 3000, Australia.
IP2IPO Australia TS Pty Ltd, 658 856 832, Level 16, 379 Collins Street, Melbourne, VIC, 3000, Australia.
IPG USA SCO LP: 13 Queens Road, Aberdeen, AB15 4YL.
All companies above are incorporated in England and Wales with the exception of IP Ventures (Scotland) Limited incorporated in Scotland, IP Group Inc, IP2IPO Australia Pty
Limited, IP2IPO Australia HP Pty Limited, IP2IPO Australia Management Pty Limited, IP2IPO Australia GP Pty Limited, IP2IPO Australia CT Pty Limited, IP2IPO Australia VCMP LP and IP2IPO
Australia VCLP No 1 LP which were incorporated in Australia and IP Group Greater China Limited and IP Group Greater China Services Limited are both incorporated in Hong Kong.
All companies above undertake the activity of commercialising intellectual property unless stated otherwise. All companies are consolidated into the Group’s financial
performance and position following the acquisition method.
8. Details of subsidiary undertakings continued
IP GROUP PLC ANNUAL REPORT 2025 161
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
9. Details of significant holdings and associated undertakings
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Accelercomm Limited 5 Benham Road Benham Road, Chilworth, Southampton, England, SO16 7QJ 23.43% Group
Ordinary Shares (Accelercomm Limited) 15.72% Group
A Ordinary Shares (Accelercomm Limited) 30.87% Group
B Preference Shares (Accelercomm Limited) 24.45% Group
C Preference Shares (Accelercomm Limited) 27.27% Group
Additive Assurance Pty Ltd 382 Huntingdale Rd, Oakleigh South VIC 3167, Australia 39.17% Group
Seed Preferred Shares (Additive Assurance Pty Ltd) 32.46% Group
Ordinary Shares (Additive Assurance) 43.21%
Alesi Surgical Limited Cardiff Medicentre, Heath Park, Cardiff, CF14 4UJ 33.91% Group
B Preference Shares (Alesi Surgical Limited) 28.06% Group
Preferred Ordinary Shares (Alesi Surgical Limited) 40.29% Group
Ordinary Shares (Alesi Surgical Limited) 56.98% Group
A Ordinary Shares (Alesi Surgical Limited) 100.00% Group
C Preference Shares (Alesi Surgical Limited) 42.01% Group
D Preference Shares (Alesi Surgical Limited) 40.13% Group
Alimetry Limited 70 Symonds Street, Grafton, Auckland 1010, New Zealand 21.46% Group
A Preference Shares (Alimetry Limited) 20.21% Group
Ordinary Shares (Alimetry Limited) 22.85%
AMSL Innovations Pty Ltd 42 Stafford St Stanmore, NEW SOUTH WALES, 2048 Australia 34.00% Group
Ordinary shares (AMSL Innovations Pty Ltd) 33.01%
Series B Shares (AMSL Innovations Pty Ltd) 35.65% Group
Ankere Therapeutics Pty Ltd Level 9, 31 Queen Street Melbourne VIC 3000 32.43% Group
Seed Ordinary Shares (Ankere Therapeutics Pty Ltd) 54.55% Group
Aqdot Limited 93 Lawrence Weaver Road Cambridge CB3 0LE 28.13% Group
Preference Shares (Aqdot Limited) 37.40% Group
Asterion Limited Windsor House, Cornwall Road, Harrogate, England, HG1 2PW 66.80% Group
Ordinary Shares (Asterion Limited) 66.80% Group
Atazoa Limited Skempton Building, Imperial College Room 205, Skempton Building, Imperial
College, London, London, SW7 2AZ
24.94% Group
Ordinary Shares (Atazoa Limited) 49.85% Group
162 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
AudioScenic Limited Suite A, Epsilon House Enterprise Road, Southampton Science Park, Southampton,
England, SO16 7NS
38.35% Group
Ordinary Shares (AudioScenic Limited) 38.45% Group
A Ordinary Shares (AudioScenic Limited) 33.14% Group
B Ordinary Shares (AudioScenic Limited) 30.44% Group
C Ordinary Shares (AudioScenic Limited) 50.86% Group
Autifony Therapeutics Limited Stevenage Bioscience Catalyst, Gunnels Wood Road, Stevenage, Hertfordshire,
England, SG1 2FX
0.49% Group
A Preference Shares (Autifony Therapeutics Limited) 31.25% Group
Ordinary Shares (Autifony Therapeutics Limited) 1.46% Group
Azuri Technologies Limited St. John’s Innovation Centre, Cowley Road, Cambridge, 42.42% Group
Ordinary Shares (Azuri Technologies Limited) 37.45% Group
A Preference Shares (Azuri Technologies Limited) 50.19% Group
Banksia Minerals Processing Pty Ltd 10 Central Avenue, Graceville QLD 4075 25.00%
Seed Preference Shares (Banksia Minerals Processing Pty Ltd) 87.50%
Barocal Limited 140b Newmarket Road, Cambridge, England, CB5 8HE 32.01% Group
Ordinary Shares (Barocal Limited) 32.01% Group
Bramble Energy Limited 2nd Floor 110 Cannon Street London EC4N 6EU 31.60% Group
Ordinary Shares (Bramble Energy Limited) 1.53% Group
A Preferred Shares – Issue Price £189.62 Ords (Bramble Energ 100.00% Group
A Preferred Shares – Issue Price £119.58 (Bramble Energy Lim 100.00% Group
A Preferred Shares – Issue Price £327.52 CLN (Bramble Energy 100.00% Group
A Preferred Shares – Issue Price £409.43 (Bramble Energy Lim 100.00% Group
Canopus Networks Pty Ltd 98 Tambourine Bay Rd, Riverview, New South Wales 2066, AU 37.99%
Ordinary Shares (Canopus Networks Pty Ltd) 37.99%
Cardiovascular Imaging Solutions Limited Suite 19 Maple Court, Grove Park, Maidenhead, Berkshire, England, SL6 3LW 24.90% Group
Ordinary Shares (Cardiovascular Imaging Solutions Limited) 24.90% Group
CyAmast Pty Ltd South Wharf, VIC 3006, Australia 34.11%
Ordinary Share (CyAmast Pty Ltd) 34.11%
9. Details of significant holdings and associated undertakings continued
IP GROUP PLC ANNUAL REPORT 2025 163
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Defenition Limited Windsor House, Cornwall Road, Harrogate, England, HG1 2PW 48.49% Group
Ordinary Shares (Defenition Limited) 48.49% Group
Diffblue Limited 5 New Street Square London EC4A 3TW 25.49% Group
A Preference Shares (Diffblue Limited) 52.63% Group
Non-Voting Preference Shares (Diffblue Limited) 100.00% Group
Ordinary Shares (Diffblue Limited) 0.00% Group
A Shares (Diffblue Limited) 18.49% Group
Electralith Pty Ltd Level 35, 360 Elizabeth Street, Melbourne, VIC 3000 24.12% Group
Ordinary Shares (Electralith Pty Ltd) 28.17% Group
A Preference Shares (Electralith Pty Ltd) 19.53% Group
Emdot Limited 3 Pancras Square, King's Cross, London, England, N1C 4AG 26.27% Group
Ordinary Shares (Emdot Limited) 26.27% Group
Enterprise Therapeutics Holdings Ltd Sussex Innovation Centre Science Park Square, Falmer, Brighton, England, BN1 9SB 20.77% Group
B Shares (Enterprise Therapeutics Holdings Ltd) 0.00% Group
Ordinary Shares (Enterprise Therapeutics Holdings Ltd) 0.00% Group
B Preference Shares (Enterprise Therapeutics Holdings Ltd) 16.38% Group
A Preference Shares (Enterprise Therapeutics Holdings Ltd) 47.60% Group
Series B1 Preferred Shares (Enterprise Therapeutics Holdings 15.00% Group
Series B2 Preferred Shares (Enterprise Therapeutics Holdings 26.03% Group
First Light Fusion Limited Unit 10 Mead Road, Yarnton, Kidlington, Oxfordshire, OX5 1QU 27.46% Group
Ordinary Shares (First Light Fusion Limited) 28.20% Group
A Shares (First Light Fusion Limited) 0.00% Group
Forge Photonics Pty Ltd Suite 201, 697 Burke Road, Camberwell VIC 3124 37.97%
Ordinary Shares (Forge Photonics Pty Ltd) 37.97%
Gripable Limited 55 Station Road Beaconsfield HP9 1QL 36.78% Group
Ordinary Shares (Gripable Limited) 37.10% Group
B Ordinary Shares (Gripable Limited) 0.00% Group
Hysata Pty Ltd AIIM Building, Innovation Campus, North Wollongong NSW 2500 46.34% Group
Ordinary Shares (Hysata Pty Ltd) 63.43% Group
A Preference Shares (Hysata Pty Ltd) 44.71% Group
B Preference Shares (Hysata Pty Ltd) 13.05%
9. Details of significant holdings and associated undertakings continued
164 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Ibex Innovations Limited Netpark Plexus Thomas Wright Way Sedgefield Stockton-on-Tees TS21 3FD 46.38% Group
Ordinary Shares (Ibex Innovations Limited) 46.38% Group
Ieso Digital Health Limited The Jeffreys Building, Cowley Road, Cambridge, Cambridgeshire, United
Kingdom, CB4 0DS
20.86% Group
Deferred Shares (Ieso Digital Health Limited) 0.00% Group
C Preference Shares (Ieso Digital Health Limited) 29.47% Group
Preference Shares (Ieso Digital Health Limited) 5.54% Group
Ordinary Shares (Ieso Digital Health Limited) 37.47% Group
Iksuda Therapeutics Limited The Biosphere, Draymans Way, Newcastle Helix, Newcastle upon Tyne, NE4 5BX 27.19% Group
Ordinary Shares (Iksuda Therapeutics Limited) 22.55% Group
A Ordinary Shares (Iksuda Therapeutics Limited) 50.00% Group
Deferred Shares (Iksuda Therapeutics Limited) 0.00% Group
B Shares (Iksuda Therapeutics Limited) 0.00% Group
Series A Shares – CLN Issue price 1 (Iksuda Therapeutics Lim 65.65% Group
A Preference Shares (Iksuda Therapeutics Limited) 0.00% Group
Series A Shares – Issue Price 3 (Iksuda Therapeutics Limited 0.00% Group
Series A Shares – CLN Issue price 2 (Iksuda Therapeutics Lim 100.00% Group
Inosi Therapeutics Pty Ltd South Wharf, VIC 3006, Australia 26.00%
Ordinary Shares (Inosi Therapeutics Pty Ltd) 26.00%
Intrinsic Semiconductor Technologies Limited 9th Floor 107 Cheapside London EC2V 6DN 28.22% Group
A Ordinary Shares (Intrinsic Semiconductor Technologies Limi 43.67% Group
Ordinary Shares (Intrinsic Semiconductor Technologies Limite 0.00% Group
B Ordinary Shares (Intrinsic Semiconductor Technologies Limi 24.09% Group
B1 Ordinary Shares (Intrinsic Semiconductor Technologies Lim 38.46% Group
Ionix Advanced Technologies Limited Lynthorne House Intercity Way Leeds LS13 4LQ 27.33% Group
Ordinary Shares (Ionix Advanced Technologies Limited) 27.30% Group
B Ordinary Shares (Ionix Advanced Technologies Limited) 100.00% Group
Deferred Shares (Ionix Advanced Technologies Limited) 0.00% Group
E Ordinary Shares (Ionix Advanced Technologies Limited) 27.78% Group
Ipalk SAS 112 rye des hautes variennes, 45200, Amilly France 22.00% Group
Ordinary Shares (Ipalk SAS) 22.00% Group
9. Details of significant holdings and associated undertakings continued
IP GROUP PLC ANNUAL REPORT 2025 165
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Istesso Limited 2nd Floor 3 Pancras Square, Kings Cross, London, United Kingdom, N1C 4AG 25.80% Group
Deferred Shares (Istesso Limited) 0.00% Group
Ordinary Shares (Istesso Limited) 40.57% Group
Growth Shares (Istesso Limited) 0.00% Group
A Shares (Istesso Limited) 77.78% Group
Jetra Therapeutics Pty Ltd St Lucia QLD 4072 Australia 31.71% Group
Ordinary Shares (Jetra Therapeutics Pty Ltd) 31.71% Group
Lumai Limited 61 Derwent Avenue, Headington, Oxford, England, OX3 0AS 28.71% Group
Ordinary Shares (Lumai Limited) 31.20% Group
A Preference Shares (Lumai Limited) 25.44% Group
Magnomatics Limited Park House, Bernard Road, Sheffield, S2 5BQ 37.00% Group
A Shares (Magnomatics Limited) 52.14% Group
Ordinary Shares (Magnomatics Limited) 15.26% Group
C Ordinary Shares (Magnomatics Limited) 100.00% Group
B Shares (Magnomatics Limited) 100.00% Group
Metabometrix Limited 12 Lodgefield Welwyn Garden City AL7 1SD 23.00% Group
Ordinary Shares (Metabometrix Limited) 23.00% Group
Mixergy Limited 30 Upper High Street, Thame, Oxfordshire, OX9 3EZ 25.23% Group
Ordinary Shares (Mixergy Limited) 25.65% Group
A Ordinary Shares (Mixergy Limited) 22.00% Group
B Ordinary Shares (Mixergy Limited) 20.20% Group
C Ordinary Shares (Mixergy Limited) 6.28% Group
mRNAex Pty Ltd 30.77%
Seed Preference Shares (mRNAex Pty Ltd) 36.36%
NGenics Global Limited School of Physics, Engineering and Technology University of York Heslington York
YO10 5DD
29.61% Group
Ordinary Shares (NGenics Global Limited) 29.61% Group
OptiGrid Holdings Pty Ltd THINCLAB, Unit G, Pulteney Street, Adelaide SA 5000 24.76%
Seed Preference Shares (OptiGrid Holdings Pty Ltd) 57.21%
OxCCU Tech Limited Oxccu Oxford Airport, Hangar 15 Langford Lane Oxford OX5 1RA 26.35% Group
Ordinary Shares (OxCCU Tech Limited) 26.53% Group
A Preference Shares (OxCCU Tech Limited) 12.48% Group
9. Details of significant holdings and associated undertakings continued
166 IP GROUP PLC ANNUAL REPORT 2025
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Oxehealth Limited Bee House Eastern Avenue Milton Abingdon OX14 4SB 25.34% Group
Ordinary Shares (Oxehealth Limited) 25.34% Group
OxSyBio Limited 3 Field Court, London, WC1R 5EF 44.04% Group
Ordinary Shares (OxSyBio Limited) 45.85% Group
A Shares (OxSyBio Limited) 100.00% Group
Preference Shares (OxSyBio Limited) 40.00% Group
Perlemax Limited 318 Broad Lane, Kroto Innovation Centre, Sheffield, South Yorkshire,
England, S3 7HQ
34.46% Group
Ordinary Shares (Perlemax Limited) 34.46% Group
Ph Therapeutics Limited 2nd Floor (C/O Ip Group Plc) 3 Pancras Square London N1C 4AG 60.00% Group
Ordinary Shares (Ph Therapeutics Limited) 60.00% Group
RAGE Biotech Pty Ltd 40 City Road, Southbank, Victoria 3006, Australia 61.33% Group
Ordinary Shares (RAGE Biotech Pty Ltd) 70.29% Group
A Preference Shares (RAGE Biotech Pty Ltd) 54.96%
Resseptor Therapeutics Pty Ltd Suite 201, 697 Burke Road, Camberwell VIC 3124 38.00% Group
Ordinary Shares (Resseptor Therapeutics Pty Ltd) 38.00% Group
Riotech Pharmaceuticals Limited 49 Arrivato Plaza, Hall Street, St Helens, United Kingdom, WA10 1GH 24.00% Group
Ordinary Shares (Riotech Pharmaceuticals Limited) 24.00% Group
SkyStrata, Inc. 5179 Britten Ln, Ellicott City, MD 21043, United States 28.79% Group
Ordinary Shares (SkyStrata, Inc.) 28.79% Group
Spinetic Energy Limited Office D Beresford House Town Quay Southampton SO14 2AQ 29.61% Group
Ordinary Shares (Spinetic Energy Limited) 29.61% Group
Sunborne Systems Limited 3 Field Court Gray's Inn London WC1R 5EF 21.95% Group
Ordinary Shares (Sunborne Systems Limited) 21.95% Group
Surrey Nanosystems Limited East Side Business Park, Beach Road, Newhaven, England, BN9 0FB 21.12% Group
A Ordinary Shares – Issue Price 1 (Surrey NanoSystems Limite 13.89% Group
Ordinary Shares (Surrey Nanosystems Limited) 32.25% Group
A Ordinary Shares – Issue Price 2 (Surrey Nanosystems Limite 28.73% Group
A Shares (Surrey Nanosystems Limited) 9.09% Group
A Ordinary Shares (Surrey Nanosystems Limited) 35.24% Group
9. Details of significant holdings and associated undertakings continued
IP GROUP PLC ANNUAL REPORT 2025 167
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
NOTES TO THE COMPANY FINANCIAL STATEMENTS.
Name of undertaking Registered address
Proportion
of nominal
value held
%(i)
Held by
parent/
Group(ii)
Telectica Limited Second Floor Kennel Club House, Gatehouse Way, Aylesbury, Buckinghamshire,
United Kingdom, HP19 8DB
26.35% Group
A Ordinary Shares (Telectica Limited) 0.00% Group
Ordinary Shares (Telectica Limited) 0.00% Group
Seed Preferred Shares (Telectica Limited) 90.53% Group
Topivert Limited 1 More London Place, London, SE1 2AF, United Kingdom 25.14% Group
Growth Shares (Topivert Limited) 0.00% Group
A Preference Shares (Topivert Limited) 0.00% Group
Ordinary Shares (Topivert Limited) 1.75% Group
A Ordinary Shares (Topivert Limited) 37.78% Group
Series B Shares (Topivert Limited) 25.41% Group
Deferred Shares (Topivert Limited) 0.00% Group
TriboSim Limited 49 Station Road Tribosim Ltd, Polegate, East Sussex, England, BN26 6EA 22.50% Group
Ordinary Shares (TriboSim Limited) 22.50% Group
Ubiquigent Limited
Dundee University Incubator Dundee Technopole, James Lindsay Place, Dundee,
DD1 5JJ 37.19% Group
Ordinary Shares (Ubiquigent Limited) 37.19% Group
Uniphy Limited Nexus, Discovery Way, Leeds, United Kingdom, LS2 3AA 39.05% Group
Ordinary Shares (Uniphy Limited) 39.05% Group
A Ordinary Shares (Uniphy Limited) 16.00% Group
B Shares (Uniphy Limited) 0.00% Group
B Shares – CLN (Uniphy Limited) 6.90% Group
Zeetta Networks Limited 11th Floor One Temple Row Birmingham B2 5LG 21.82% Group
Ordinary Shares (Zeetta Networks Limited) 12.35% Group
Preference Shares (Zeetta Networks Limited) 25.44% Group
Zoompast Limited Office 7, 35-37 Ludgate Hill, London, EC4M 7JN 31.25% Group
Ordinary Shares (Zoompast Limited) 31.25% Group
i All holdings are via ordinary shares unless separate classes are specified in the table.
ii Voting % less than 50%.
The significant influence noted above has been determined in line with IAS 28 and Schedule 4 of The Large and Medium-sized Companies and Groups (Accounts and Reports)
Regulations 2008.s
9. Details of significant holdings and associated undertakings continued
168 IP GROUP PLC ANNUAL REPORT 2025
UNAUDITED
PRO-FORMA STATEMENT OF FINANCIAL POSITION.
The following table reconciles the shows how the Group’s financial position would look if it was consolidated on a line by line basis rather than the IFRS basis.
Pro-forma 2025
£m
IFS adjustments 2025
£m
IFRS basis 2025
£m
2024
£m
ASSETS
Non-current assets
Goodwill 0.4 – 0.4 0.4
Property, plant and equipment 0.3 (0.3) – 0.8
Investments in investment entity subsidiaries – 1,073.8 1,073.8 –
Fair Value of cash flows from Intangible Assets 211.6 (211.6)
Joint venture investment 0.5 (0.5) – 0.6
Equity investments 640.5 (640.5) – 713.8
Debt investments 78.7 (75.3) 3.4 51.6
Limited and limited liability partnership interests 41.9 (40.7) 1.2 58.1
Receivable on sale of debt and equity investments 74.7 (74.7) – 18.5
Deferred tax asset 18.6 (18.6) – –
Total non-current assets 1,067.2 11.6 1,078.8 843.8
Current assets – –
Assets held for sale – – 13.9
Trade and other receivables 8.1 (4.8) 3.3 6.3
Receivable on sale of debt and equity investments 16.7 (16.7) – 1.6
Deposits 123.2 (123.2) – 170.0
Cash and cash equivalents 87.8 (71.3) 16.5 115.6
Total current assets 235.8 (216.0) 19.8 307.4
Total assets 1,303.0 (204.4) 1,098.6 1,151.2
EQUITY AND LIABILITIES –
Equity attributable to owners of the parent –
Called up share capital 17.8 – 17.8 19.5
Share premium account 102.5 – 102.5 102.5
Capital redemption reserve 3.5 – 3.5 1.8
Retained earnings 864.7 (13.5) 851.3 842.2
Total equity attributable to equity holders 988.5 (13.4) 975.1 966.0
Non-controlling interest (13.4) 13.4 – (13.5)
Total equity 975.1 – 975.1 952.5
Current liabilities
Trade and other payables 11.1 (8.1) 3.0 12.5
Borrowings 122.8 (3.1) 119.7 6.3
Total current liabilities 133.9 (11.2) 122.7 18.8
Non-current liabilities
Borrowings – – – 122.8
Carried interest plan liability 16.0 (16.0) – 27.3
Deferred tax liability 3.7 (2.9) 0.8 4.5
Loans from limited partners of consolidated funds 18.3 (18.3) – 19.9
Other non-current liabilities 156.0 (156.0) – 5.4
Total non-current liabilities 194.0 (193.2) 0.8 179.9
Total liabilities 327.9 (204.4) 123.5 198.7
Total equity and liabilities 1,303.0 (204.4) 1,098.6 1,151.2
IP GROUP PLC ANNUAL REPORT 2025 169
BUSINESS OVERVIEW STRATEGIC REPORT
OUR FINANCIALS
OUR GOVERNANCE
COMPANY INFORMATION.
Company registration number
04204490
Registered office
2nd Floor 3 Pancras Square Kings Cross London N1C 4AG
Directors
Sir Douglas Jardine Flint
(Non-executive Chair)
Gregory Simon Smith
(Chief Executive Officer)
David Graham Baynes
(Chief Financial and Operating Officer)
Aedhmar Hynes
(Non-executive Director and Senior Independent Director)
Dr Caroline Anne Brown
(Non-executive Director)
Heejae Richard Chae
(Non-executive Director)
Anita Kidgell
(Non-executive Director)
Company Secretary
Angela Leach
Brokers
Bank of America Merrill Lynch
Financial Centre 2 King Edward Street London EC1A 1HQ
Joh. Berenberg, Gossler & Co. KG
60 Threadneedle Street London EC2R 8HP
Registrars
Link Group
10th Floor Central Square 29 Wellington Street Leeds LS1 4DL
Bankers
Royal Bank of Scotland
PO Box 333 Silbury House 300 Silbury Boulevard Milton Keynes MK9 2ZF
Solicitors
Travers Smith LLP
10 Snow Hill, City of London, London, EC1A 2AL
Independent auditor
KPMG LLP
15 Canada Square London E14 5GL
170 IP GROUP PLC ANNUAL REPORT 2025
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charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
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Including
IP GROUP PLC
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KINGS CROSS, LONDON, N1C 4AG
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