Syncona Limited

ANNUAL REPORT AND ACCOUNTS 2025

MAXIMISING

SHAREHOLDER

VALUE

YOUR BOARD

Sets Syncona’s purpose,

investment objective and policy,

strategic objectives and risk

appetite, ensuring eﬀective

management of shareholder

and other stakeholder interests.

YOUR INVESTMENT

MANAGER

Responsible for execution of the

investment strategy and the day-to-day

management of the portfolio; focusing

on maximising value across the portfolio

and driving assets to late-stage

development, where SIML believes

signiﬁcant value can be accessed.

“Volatile market conditions have

persisted in CY2025. There are

a number of factors which have

signiﬁcantly impacted cost of

and access to capital. However,

fundamentals remain robust,

and we are positive about the

long-term value of innovation

and new product development,

around which Syncona’s strategy

has been centred.”

CHRIS HOLLOWOOD

CEO, SYNCONA INVESTMENT

MANAGEMENT LIMITED (SIML)

“Against a continuing diﬀicult

market backdrop, the Board

remains conﬁdent in the SIML

team’s ability to maximise value

from the portfolio in line with

a proposed new investment

objective and policy to move

to an orderly realisation of

Syncona’s portfolio assets,

balancing returning further

cash to shareholders in a timely

manner and maximising value.”

MELANIE GEE

CHAIR, SYNCONA LIMITED

SYNCONA LIMITED

SYNCONA INVESTMENT

MANAGEMENT LIMITED

Effective stewardship

of stakeholder interests

Maximising value

across the portfolio

Chair’s statement

Value creation

Our strategy

Our business model

Our stakeholders

Our KPIs

Manager’s review

Market review

Portfolio review

ESG review

People and

culture review

Contents

STRATEGIC REPORT

At a glance

SYNCONA LIMITED

Chair’s statement

Value creation

— Our strategy

— Our business model

— Our stakeholders

— Our KPIs

SYNCONA INVESTMENT

MANAGEMENT LIMITED

Manager’s review

Market review

Portfolio review

ESG review

People and culture review

REPORTING DISCLOSURES

SECR disclosure

TCFD report

Risk management

Principal risks and uncertainties

Viability assessment and statement

GOVERNANCE

Corporate governance report

Board of Directors

Report of the Nomination

and Governance Committee

Report of the Audit Committee

Report of the Remuneration Committee

Directors’ report

Statement of Directors’ responsibilities

FINANCIAL STATEMENTS

Independent Auditor’s report

100

Unaudited Group portfolio statement

106

Consolidated statement of

comprehensive income

107

Consolidated statement of ﬁnancial position

108

Consolidated statement of changes in net assets

attributable to holders of Ordinary Shares

109

Consolidated statement of cash ﬂows

110

Notes to the consolidated ﬁnancial statements

111

SHAREHOLDER INFORMATION

AIFMD Disclosures (unaudited)

134

Report of the Depositary to the shareholders

135

Company summary and e-communications

for shareholders

136

Glossary

137

Alternative performance measures

139

Advisers

IBC

SYNCONALTD.COM

SYNCONA LIMITED

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

COMMERCIAL

LATE-STAGE CLINICAL

CLINICAL

PRE-CLINICAL

INVESTMENTS

AND MILESTONES

4.5%

39.2%

29.7%

20.0%

6.6%

At a glance

OUR PURPOSE IS TO MAXIMISE VALUE

AND TRANSFORM PATIENT OUTCOMES

OUR STRATEGY AND

BUSINESS MODEL

DEFINE DIRECTION

Our Investment Manager, SIML, has created a portfolio

of leading life science companies that are seeking

to deliver transformational treatments to patients.

A PORTFOLIO WITH

SIGNIFICANT POTENTIAL

SIML is actively managing a strategic

portfolio of 14 companies which are

diversiﬁed across different stages of

the development cycle and a range

of therapeutic areas.

OUR MATURING

PORTFOLIO

POWERS PERFORMANCE

AN EXPERT TEAM FOCUSED

ON VALUE CREATION

Founded by the Wellcome Trust in 2012,

SIML is a leading life science investor

with a strong track record of signiﬁcant

value creation from exits.

The team has a broad range of scientiﬁc,

operational, clinical, ﬁnancial and

commercial expertise enabling them

to effectively manage an increasingly

mature portfolio.

OUR INVESTMENT

MANAGER

DRIVES DELIVERY

A FOCUS ON MAXIMISING

VALUE FROM THE PORTFOLIO

The Board intends, subject to FCA and

shareholder approval, to propose a change

to the Company’s investment objective

and policy to move to an orderly realisation

of its portfolio assets, with a view to

achieving a balance between returning

cash to shareholders in a timely manner

and maximising value.

SIML has created a portfolio of life science

companies. The SIML team is investing in

and managing these companies to deliver

key value inﬂection points, which have the

potential to deliver signiﬁcant NAV growth

through M&A and liquidity events.

MAXIMISE VALUE

FOR SHAREHOLDERS

DELIVER KEY VALUE

INFLECTION POINTS

MAINTAIN DISCIPLINED

CAPITAL ALLOCATION

REALISE SIGNIFICANT

SHAREHOLDER RETURNS

PORTFOLIO BY CLINICAL STAGE

1. As a percentage of life science portfolio.

READ MORE: P18

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

£1.05bn

Net Asset Value (NAV)

(170.9p per share

1,2

)

(2024: £1.24bn, 188.7p per share)

(9.5)%

NAV per share return

(2024: 1.2%)

1. Alternative performance measure, please refer to page 139.

Fully diluted, please refer to note 14 to the ﬁnancial statements on page 122.

Please see Glossary on page 137 for deﬁnition.

SEEKING TO MAXIMISE VALUE FOR SHAREHOLDERS

AND MEET A DIVERSE RANGE OF REQUIREMENTS

–

The Board has, in consultation with SIML and advisers,

undertaken a comprehensive review of options to maximise

value for shareholders

–

This follows a period of underperformance for the biotech

sector and negative sentiment towards listed investment

companies which has impacted Syncona’s share price

–

The Board has engaged extensively with shareholders, who

expressed a range of perspectives, reﬂecting a diverse share register

FOCUS ON RETURNING CAPITAL FROM REALISATIONS

BALANCED WITH MAXIMISING VALUE

–

The Board intends, subject to FCA and shareholder approval,

to propose changes to the Company’s investment objective

and policy to move to an orderly realisation of portfolio assets

with a view to achieving a balance between returning cash

to shareholders in a timely manner and maximising value

–

Alongside the proposed new investment objective and policy,

the Board intends to adopt a new capital allocation policy to

support existing portfolio companies, which have the potential

to deliver liquidity via M&A or public markets, deliver key value

inﬂection points and preserve portfolio company value in

third-party ﬁnancings

–

It is the Board’s intention that net proceeds from the disposal of

interests in private portfolio companies will be returned to shareholders,

subject to retaining a prudent reserve for operating costs

FINANCIAL PERFORMANCE

STRATEGY UPDATE

–

If approved, the Board intends that the new investment

objective and policy will be reviewed by the Board once

signiﬁcant proceeds have been returned to shareholders

or at three years to ensure the continued return of net proceeds

from realisations is still maximising value for shareholders

or whether new investments should be re-instated

POTENTIAL ACCELERATION OF CASH RETURNS

–

The Board is also exploring options to accelerate realisations,

which may include a sale of a small portion of its interests in

certain of its portfolio companies at a modest implied premium

to the current share price and at a discount to NAV

SEEKING TO OFFER CERTAIN SHAREHOLDERS

OPPORTUNITY TO ROLL INTERESTS INTO A NEW

INDEPENDENT PRIVATE FUND MANAGED BY SIML

–

The Board recognises that certain shareholders may wish

to continue to have exposure to new and early-stage life

science companies

–

As such, the Board is exploring the possibility of providing

institutional shareholders with an opportunity to roll their

interests in the Company into a new investment vehicle

independent of the Company (“New Fund”)

–

The New Fund’s strategy would be to build world-class

companies from ground-breaking science or technology

£765.4m

Life science portfolio valuation

(2024: £786.1m)

(17.0)%

Life science portfolio return

(2024: 2.2%)

£287.7m

Capital pool

1,3

(2024: £452.8m)

£135.3m

Capital deployment

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Chair’s statement

Maximising value

for shareholders

“Our intention to propose the change

of investment objective and policy,

and our ambitions, are the result

of extensive engagement with our

shareholders and the significant

work and partnership with the SIML

team. This process has underpinned

our confidence in the SIML team’s

ability to deliver strong risk-adjusted

returns from our existing assets over

time, as relevant markets stabilise

and volatility decreases.”

MELANIE GEE

CHAIR, SYNCONA LIMITED

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

PERFORMANCE AGAINST A VOLATILE MARKET BACKDROP

Against volatile global macroeconomic conditions, Syncona ended

the year with net assets of £1.05 billion (170.9p per share),

delivering a NAV per share return of (9.5%). This decline in NAV per

share was primarily driven by the signiﬁcant fall in Autolus’ share

price. Public and private market conditions have been challenging

for Syncona and our portfolio companies with interest rates, trade

policies, regulatory uncertainty and pharma pricing signiﬁcantly

impacting cost of and access to capital.

Syncona’s share price continues to be impacted by the signiﬁcant

headwinds facing the markets its portfolio companies operate in.

It has also been impacted by the negative sentiment towards both

listed investment companies and biotech companies. During the

year the share price declined by 29.5%, with the shares moving

from a premium to a material discount to NAV over the last three

years, with the shares now trading at a 48.2% discount to NAV

CAPITAL ALLOCATED TO SHARE BUYBACKS

The Board allocated a further £35.0 million to share buybacks during

the year, taking total capital allocated to share repurchases since

September 2023 to £75.0 million. In total 40.1 million shares were

repurchased in the 12 months at an average discount of 37.4%,

resulting in an accretion of 4.96p per share over the year. A further

£6.5 million

of shares have been bought back since the period end,

at an average discount of 49.8%.

In light of the strategy update outlined and given the current share

buyback arrangements with Deutsche Numis came to an end

on 18 June 2025, the Board has been advised to pause the ongoing

share buyback until it is in a position to provide a further update on

the Company’s new strategy. As of 13 June, there is £5.4 million

of cash allocated to buybacks that remains to be deployed.

COMPREHENSIVE REVIEW OF STRATEGIC OPTIONS

WITH DISCUSSIONS ONGOING

The Board has, in consultation with SIML and advisers, undertaken a

comprehensive review of options to maximise value for shareholders.

As part of this review, the Board has engaged extensively with

shareholders, who expressed a range of perspectives, reﬂecting

Syncona’s diverse shareholder register. The results of this strategic

review have been shared in a separate announcement.

The review follows a period of underperformance for the biotech

sector with the S&P Biotechnology Index still 52.0%

below its

peak in February 2021. Market conditions have been particularly

challenging for early-stage life science companies, with cost of and

access to capital impacted for biotech companies across all stages

of the development cycle. The challenging market backdrop and

broader negative sentiment towards listed investment companies

have continued to impact the price of Syncona’s Ordinary Shares, with

the price moving from a premium to a material discount to NAV over

the last three years. Over this period, the SIML team has rebalanced

the portfolio, prioritising capital towards the most promising assets.

Having taken on board the variety of views, the Board has decided

that, subject to FCA approval, it intends to propose a new investment

objective and policy to shareholders to move to an orderly realisation

of its portfolio assets, with a view to achieving a balance between

returning cash to shareholders in a timely manner and maximising

value. Alongside this, the Board intends to amend Syncona’s capital

allocation policy.

1. As at 13 June 2025.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

Chair’s statement

continued

“Global macroeconomic conditions have been challenging, with markets

for Syncona and our portfolio particularly difficult with increased

volatility in 2025. Our financial performance has been significantly

impacted by the decline of Autolus’ share price. Against this backdrop,

the SIML team has worked closely with the portfolio companies to

attract external investment across an increasingly late-stage portfolio

and the Board is pleased with the progress that has been made.”

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

The Board also recognises that certain shareholders may wish to

continue to have exposure to a similar strategy to Syncona’s existing

investment objective and policy, which incorporates creating early-

stage life science and technology companies. As such, the Board is

exploring the possibility of providing institutional shareholders with an

opportunity to roll their interests in the Company into a new private

investment vehicle (“New Fund”) independent of the Company, which

would be managed by SIML. Discussions are ongoing with a number

of sophisticated institutional and strategic investors and London-based

university and research partners around participating in the New Fund.

The Board is also exploring options to accelerate cash returns to

shareholders, which may include the sale of a small portion of its

interests in its portfolio companies at a modest implied premium to

the current share price and at a discount to NAV. If the New Fund is

successful in raising sufﬁcient new capital, the Company would seek

to enter into such a sale to the New Fund and will keep the market

updated on progress as and when appropriate.

CHANGES TO THE BOARD

The Company also announces that Virginia Holmes will not be seeking

re-election to the Syncona Board at the upcoming Annual General

Meeting in August this year. Virginia has been an invaluable member

of the Board since joining in January 2021 and myself and the Board

thank her for her service as a Senior Independent Director over the

last four and a half years. In the event a new investment objective

and policy is approved by shareholders, it is the Board’s intention

to reduce the size of the Board to reﬂect the Company’s strategy.

ONGOING COMMITMENT TO SUSTAINABILITY

Syncona will maintain a strong commitment and high standard in its

approach to sustainability as the SIML team continues to manage

the portfolio to maximise value. The Board recognises the ongoing

importance of focusing on sustainability issues as a business and

social imperative, whilst also understanding that this is a key priority

for our stakeholders. Our portfolio companies and the patients they

seek to treat will continue to be at the heart of SIML’s investment

management process and Syncona will publish an updated

Sustainability Policy and Responsible Investment Policy in the event

a change to the investment objective and policy is proposed and

approved at a general meeting. Alongside this, the Company will also

provide an update on our commitment to the Syncona Foundation.

OUTLOOK AND CONCLUSION

Global macroeconomic conditions have been challenging throughout

the year with increased volatility in 2025. Interest rates and trade

policies have signiﬁcantly impacted markets and in addition, the

biotech sector continues to face a number of regulatory and policy

headwinds, where there is ongoing uncertainty. Whilst Syncona’s

performance during the year has been signiﬁcantly impacted by the

share price performance of Autolus, the SIML team has worked hard to

position the portfolio to maximise value over the medium term and the

Board is pleased with the progress on this front. The adverse market

backdrop and broader negative sentiment towards listed investment

companies have continued to impact Syncona’s share price, with the

shares moving from a premium to a material discount to NAV over

the last three years. The Board has been very focused on addressing

this and our strategy update announcement is the result of extensive

engagement with our shareholders, who hold a diverse set of views

for the future of their investment in Syncona. The Board has worked

closely with SIML, and our advisers and looks forward to keeping

shareholders updated as discussions continue to progress.

Syncona has a diverse shareholder base, and the Board has a resolute

focus on offering our shareholders the opportunity to participate in the

medium-term value available from the portfolio and access near-term

cash returns, or to retain exposure to early-stage companies by rolling

their interest in the Company into a new private vehicle independent

of the Company. The Board is conﬁdent in the SIML team’s ability to

deliver strong risk-adjusted returns from our existing assets over time,

as relevant markets stabilise and volatility decreases.

MELANIE GEE

CHAIR, SYNCONA LIMITED

18 June 2025

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

Value creation

Seeking to

generate returns

for shareholders

Strategic portfolio companies

Key value inflection points expected across

our maturing portfolio over the next three years

OUR STRATEGY

A focus on maximising

value for shareholders

The Board intends, subject to FCA and

shareholder approval, to propose a change to

the Company’s investment objective and policy

to move to an orderly realisation of its portfolio

assets, with a view to achieving a balance

between returning cash to shareholders

in a timely manner and maximising value.

OUR BUSINESS MODEL

Driving value across

the portfolio

SIML takes a disciplined approach to capital

allocation and actively manages its companies

to drive value in a maturing portfolio.

SIML has a resolute focus on working with

the portfolio companies to deliver key value

inﬂection points, which have the potential to

deliver signiﬁcant NAV growth through M&A

and liquidity events.

READ MORE: P16

OUR STAKEHOLDERS

OUR KPIs

OUR BUSINESS MODEL

OUR STRATEGY

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

Value creation

continued

A FOCUS ON MAXIMISING

VALUE FOR SHAREHOLDERS

The team at SIML have created an increasingly mature portfolio

of companies, that they are building and scaling to late-stage

development, where SIML believes the best value is achieved.

The SIML team actively manage the portfolio, progressing

its companies through the development cycle.

SIML has a resolute focus on the delivery of 10 key value inﬂection

points from across the portfolio over the next three years.

A key value inﬂection point is a material de-risking event for

a portfolio company that has the potential to drive signiﬁcant

NAV growth, for example by increasing the possibility of a

realisation event, such as M&A. These milestones can also

enable companies to access signiﬁcant capital including through

ﬁnancings and IPOs, which may take place at valuation uplifts.

PERFORMANCE IN FY2024/5

–

78.5% of the strategic portfolio’s value is now at

the commercial, late-stage clinical or clinical-stage

–

69.0% of gross capital deployed towards late-stage

clinical or clinical-stage assets

–

Autolus received FDA approval for AUCATZYL

–

Beacon initiated its Phase II/III pivotal VISTA study

for laru-zova (AGTC-501) in XLRP

PERFORMANCE IN FY2024/5

–

SIML delivered 10 capital access milestones across

the portfolio, alongside three key value inﬂection points

from Spur and Beacon

–

Total of £310.6 million raised across seven ﬁnancings

during the period with £175.5 million raised externally

from leading life science investors

OVERVIEW

OUR STRATEGY

OUR INVESTMENT MANAGER HAS A MULTI-DISCIPLINARY TEAM…

MAXIMISE VALUE

FOR SHAREHOLDERS

DELIVER KEY VALUE

INFLECTION POINTS

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Our Investment Manager, SIML, is focused on investing in and managing our portfolio

companies to deliver key value inﬂection points. The team at SIML have created

an increasingly mature portfolio of companies that they are building and scaling.

The Board intends, subject to FCA and shareholder approval,

to propose a change to the Company’s investment objective

and policy to move to an orderly realisation of its portfolio assets,

with a view to achieving a balance between returning cash to

shareholders in a timely manner and maximising value.

Alongside the proposed new investment objective and policy,

the Board also intends to adopt a new capital allocation policy

which will seek to continue to ﬁnancially support existing portfolio

companies, invest to deliver their identiﬁed key value inﬂection

points in those companies which have the potential to provide

liquidity via M&A or the public markets, and additionally to

preserve portfolio company value in third-party ﬁnancings. It is the

Board’s intention that net proceeds from the disposal of interests

in private portfolio companies will be returned to shareholders,

subject to retaining a prudent reserve for operating costs.

A disciplined approach to capital allocation in line with the proposed

updates to the Company’s capital allocation policy:

–

Continuing to actively manage those existing portfolio companies

where SIML believes the best value can be achieved

–

Investing to deliver key value inﬂection points in those companies,

where there is the potential to provide liquidity via

M&A and the public markets

–

Protecting portfolio company value in third-party ﬁnancings

–

Conserving the Company’s liquidity to achieve these aims

PERFORMANCE IN FY2024/5

–

The Board allocated £35 million to share buybacks in the

year, taking total commitments to share buybacks since

September 2023 to £75 million

–

The Board is also exploring options to provide shareholders

with the opportunity to access accelerated cash returns,

which may include a sale of a small portion of its interests

in its portfolio companies at a modest implied premium to

the current share price and at a discount to NAV

PERFORMANCE IN FY2024/5

–

£135.3 million deployed into the life science portfolio in the

year; below the Company’s guidance of £150-200 million,

reﬂecting a disciplined approach to capital allocation and

success in raising external ﬁnancing

–

£43.0 million of shares repurchased through the share

buyback at an average 37.4% discount to NAV per share,

resulting in accretion of 4.96p to NAV per share

OUR KPIs

OUR BUSINESS MODEL

REALISE SIGNIFICANT

SHAREHOLDER RETURNS

MAINTAIN DISCIPLINED

CAPITAL ALLOCATION

…WITH THE SKILL SET AND TRACK RECORD TO DELIVER VALUE FROM A MATURING PORTFOLIO:

OUR STAKEHOLDERS

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

DRIVING VALUE ACROSS

THE PORTFOLIO

OVERVIEW

OUR BUSINESS MODEL

OUR STRATEGY

Value creation

continued

DRIVING OUR MATURING PORTFOLIO TO LATE-STAGE DEVELOPMENT

OUR STRATEGIC PRIORITIES

A PORTFOLIO OF LIFE SCIENCE COMPANIES BASED ON WORLD-CLASS SCIENCE, MANAGED BY AN EXPERT TEAM:

MAXIMISE VALUE

FOR SHAREHOLDERS

DELIVERY OF KEY VALUE

INFLECTION POINTS

DISCIPLINED CAPITAL

ALLOCATION

REALISE SIGNIFICANT

SHAREHOLDER RETURNS

SIML’S NAV GROWTH FRAMEWORK

Our Investment Manager, SIML, focuses on working with the portfolio companies to deliver milestones that drive capital access

and key value inﬂection points that have the potential to drive signiﬁcant NAV growth through M&A and liquidity events.

OPERATIONAL BUILD

EMERGING EFFICACY DATA

DEFINITIVE DATA

ON THE MARKET

KEY ENABLERS

OF VALUE

A strong

multi-disciplinary team at

our Investment Manager

Our capital

pool funding

our portfolio

companies

to deliver

key value

inﬂection

points

Our

commitment

to making a

positive

impact and

responsible

investing

Proactive portfolio

management by our

Investment Manager

READ MORE: P32

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

OUR KPIs

DELIVERING VALUE WITH

OUR BROADER STAKEHOLDERS

450+

Patients dosed in clinical trials

by Syncona companies since 2012

88%

Response rate in SIML’s 2

employee engagement survey

1,200+

Employees across

the Syncona portfolio

78.5%

Value of the strategic

portfolio in clinical-stage

and commercial companies

£35.0m

Allocated to share buybacks

during the year

SHAREHOLDERS

PORTFOLIO

COMPANIES

£175.5m

Of external capital raised by Syncona

companies during the year

New company, Slingshot Therapeutics,

the Syncona Accelerator

CO-INVESTORS

SCIENTIFIC

RESEARCH

COMMUNITY

PATIENTS

INVESTMENT

MANAGER

LIFE SCIENCES

ECOSYSTEM

GENERATING SIGNIFICANT CASH PROCEEDS

As our companies mature, there is the potential for liquidity

through M&A and realisations of listed shares. In all cases

we are driven by the balance of risk and reward, and we sell

companies to crystallise signiﬁcant risk-adjusted returns.

If our investment strategy is successful, we anticipate that

we will generate signiﬁcant cash proceeds from exits or

other liquidity events. The Board intends, subject to FCA

and shareholder approval, to propose a change to the

investment objective and policy. If approved, it is the Board’s

intention that net proceeds from the disposal of interests in

private portfolio companies will be returned to shareholders,

subject to retaining a prudent reserve for operating costs.

EXITS

PROTECTING VALUE

Life science development is inherently risky and

some companies won’t succeed. When issues arise

in our portfolio we take quick and decisive action

to recover as much value as possible, reallocating

capital and resource.

REALISING SIGNIFICANT VALUE

FOR SHAREHOLDERS

To maximise value and aligned with our strategic priorities, our Investment Manager,

SIML, takes a hands-on, active approach to managing our maturing portfolio

of life science companies. SIML takes a disciplined approach to capital allocation,

seeking to drive the portfolio companies to late-stage, where SIML believes

signiﬁcant value can be accessed for shareholders. This model and differentiated

approach to value creation also creates broader value for our stakeholders.

OUR STAKEHOLDERS

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

“The perspectives of the

Company’s stakeholders

are a key consideration in

Board decision-making

and are integrated into

all discussions held.”

VIRGINIA HOLMES

SENIOR INDEPENDENT DIRECTOR,

SYNCONA LIMITED

The perspectives of the Company’s stakeholders are a key

consideration in Board decision-making and are integrated into

discussions held at the Board, as well as within ongoing engagement

and oversight of the Investment Manager. The Board engages with

stakeholders both directly and indirectly through the Investment

Manager’s team, which is responsible for the day-to-day management

of many key stakeholder relationships.

OVERVIEW

OUR STAKEHOLDERS

OUR STRATEGY

OUR BUSINESS MODEL

CONSIDERING STAKEHOLDER

PERSPECTIVES

SHAREHOLDERS

PORTFOLIO

COMPANIES

CO-INVESTORS

SCIENTIFIC

RESEARCH

COMMUNITY

PATIENTS

INVESTMENT

MANAGER

LIFE SCIENCES

ECOSYSTEM

SECTION 172

In line with the Corporate Governance Code 2018, this statement covers how the Board

has considered the matters set out in section 172 of the UK Companies Act 2006

during the year. As a Guernsey company, section 172 does not directly apply to

Syncona, but the Board recognises the importance of these issues.

Section 172 requires directors to have regard to the long-term consequences

of their decisions, the interests of key company stakeholders, the impact of the

company’s activities on the community and the environment, the desirability of

maintaining a reputation for high standards of business conduct, and fair treatment

between the members of the company, against a backdrop of the company’s

overall strategy and business model.

As described in the Corporate governance report (pages 70 to 75), Syncona

is an investment company and has appointed its subsidiary Syncona Investment

Management Limited (SIML) as Investment Manager, and delegated responsibility

for managing the investment portfolio to it.

Accordingly, the Board is not directly involved in management of the investment

portfolio, other than in respect of very large decisions, but sets strategy and

oversees the activities of the Investment Manager. The Board’s consideration of the

section 172 matters therefore mostly takes place in the context of setting strategy

and oversight, with individual investment decisions being relatively infrequent.

LONG-TERM DECISION-MAKING

The Board is responsible for setting the Company’s purpose, investment policy,

strategic objectives and risk appetite. Syncona’s purpose in the year has been to

invest to extend and enhance human life. We have done this by building and scaling

companies to turn exceptional science into transformational treatments for patients

in areas of high unmet need.

Inherent in this model is that we are making investments where it could take many

years to reach product approval, and where signiﬁcant investment and risk is involved

to get to that point. A long-term outlook is therefore embedded in the Company’s

approach, and is a core part of the Board’s discussions on strategy and its oversight

of the Investment Manager.

OUR KEY STAKEHOLDERS

Positive relationships with our stakeholders are important to the success of our

business and in maintaining our reputation, and the Board reviews how it and

the Investment Manager engage with these stakeholders on an ongoing basis.

Our key stakeholders include shareholders, our investment manager, portfolio

companies, patients, the scientiﬁc research community, co-investors and the life

sciences ecosystem. How the interests of key stakeholders are taken into account

in the business and by the Board is described in more detail on pages 74 and 75.

For further information relating to our impact on the environment, please see pages

52 to 57.

As an investment company, our suppliers are limited: other than SIML, they are

principally our Administrator and Custodian, and professional service providers.

Accordingly, we have not included suppliers as a key stakeholder on pages 74 and 75.

MAINTAINING A REPUTATION FOR HIGH STANDARDS

OF BUSINESS CONDUCT

The Board is responsible for monitoring the culture, values and reputation of the

business. During the year the Board reviewed the steps taken by the Investment

Manager to ensure that their processes and ways of working are aligned with the

Company’s purpose and values, including receiving reports from the employee

engagement director. The Board also monitors the implementation of our

sustainability framework, which sets out how we will act as a responsible investor.

Value creation

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

The Board has, in consultation with SIML and

advisers, undertaken a comprehensive review

of options to maximise value for shareholders.

As part of this review, the Board has engaged

extensively with shareholders, who expressed

a range of perspectives, reﬂecting Syncona’s

diverse shareholder register. As a result of this

process, the Board intends, subject to FCA and

shareholder approval, to propose a change to

the Company’s investment objective and policy

to move to an orderly realisation of its portfolio

assets, with a view to achieving a balance

between returning cash to shareholders in

a timely manner and maximising value.

PRIMARY STAKEHOLDERS IMPACTED

HOW THE BOARD CONSIDERED IMPACT ON

STAKEHOLDERS IN ITS DECISION-MAKING

The comprehensive review sought to enhance the Board’s

understanding of the diverse range of views held by

shareholders and enable these to be considered, as a whole,

when identifying possible options for maximising shareholder

value. It was clear from the review that shareholders held a

diverse range of views that would require different approaches

across varying time-frames.

As part of the review, the Board considered the possible impact

of the potential options on Syncona’s long-term objectives

and its ability to continue to meet its strategic goals. The views

of other stakeholders were also considered including: the

implications for portfolio companies and our co-investors of

pursuing options seeking to maximise value in the medium

term; and the potential impact to the SIML team of an orderly

realisation of the portfolio and changes to strategic goals.

In June and November 2024, the Board

approved further allocations to the share

buyback programme initiated in September

2023, taking the total allocation since the

programme’s inception to up to £75 million.

The decision to implement the share buyback

programme and to continue to allocate further

funds to it was informed by regular reviews

of capital allocation requirements across the

portfolio, and a view by the Board that the

shares continue to represent a compelling

investment opportunity and a way to enhance

shareholder value in challenging market

conditions for the sector.

PRIMARY STAKEHOLDERS IMPACTED

HOW THE BOARD CONSIDERED IMPACT ON

STAKEHOLDERS IN ITS DECISION-MAKING

In assessing whether to allocate further capital to the share

buyback programme, the Board sought the perspectives of

shareholders directly, and through its Investment Manager,

and took these into account in its decision-making. The Board

also considered the potential impact on portfolio companies

and, indirectly, co-investors of the decision to allocate capital

to the share buyback, and the long-term implications for

the Company’s ability to meet its strategic goals, noting that,

following the decision, the Company would remain funded

to deliver on its key value inﬂection points.

DECISION 1

DECISION 2

FURTHER ALLOCATIONS TO

SHARE BUYBACK PROGRAMME

MAXIMISING VALUE

FOR SHAREHOLDERS

OUR KPIs

– Shareholders

– Co-investors

–

Portfolio companies

– Shareholders

– Co-investors

–

Portfolio companies

–

Investment manager

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

COMMERCIAL

LATE-STAGE

CLINICAL

PRE-CLINICAL

INVESTMENTS

AND MILESTONES

4.5%

39.2%

29.7%

20.0%

6.6%

CAPITAL POOL AS A % OF NAV

-20%

-15%

-10%

-5%

1 YEAR

3 YEARS

5 YEARS

Life science return

NAV per share return

LIFE SCIENCE PORTFOLIO

72.7%

CAPITAL POOL

27.3%

MEASURING OUR PERFORMANCE

We measure our performance against a number of ﬁnancial and non-ﬁnancial

key performance indicators (KPIs).

Given the proposed change of investment objective and policy, we have removed

the KPI which relates to building a portfolio of 20-25 companies. We continue

to review and update our KPIs to ensure that they are in line with our strategy.

Clinical trials commenced in the year

OUR STAKEHOLDERS

OVERVIEW

OUR KPIs

OUR STRATEGY

OUR BUSINESS MODEL

NAV PROGRESSION

CLINICAL PROGRESS

ACROSS THE PORTFOLIO

RATIONALE

SIML invest in and manage life science companies

through the development cycle with a focus

on driving portfolio companies to late-stage

development where signiﬁcant value can be

accessed through M&A or liquidity events.

In June 2025, we announced that we would seek

to suspend previously published 2032 targets,

including the ambition to grow assets to £5 billion

by 2032, and that the Board intends, subject to FCA

and shareholder approval, to propose a change

to the Company’s investment objective and policy

to move to an orderly realisation of its portfolio

assets, with a view to achieving a balance between

returning cash to shareholders in a timely manner

and maximising value.

HOW WE MEASURE PROGRESS

–

NAV per share return: on a one,

three and ﬁve-year basis

–

Life science portfolio return: on a one,

three and ﬁve-year basis

–

Capital pool as a % of NAV

2025 HIGHLIGHTS

–

Net assets of £1.05 billion

–

(9.5)% NAV per share return

–

(17.0)% return from the life science portfolio

–

£287.7 million capital pool, 27.3% of NAV

RATIONALE

A measurement of progress of our portfolio

companies through the clinical pathway

and the growing maturity of the portfolio.

HOW WE MEASURE PROGRESS

–

Number of commercial companies

in the strategic portfolio (NEW)

–

Number of clinical-stage companies

in the strategic portfolio

–

Number of late-stage clinical companies

in the strategic portfolio

–

Number of pivotal studies in the strategic portfolio

–

Number of clinical trials commenced in the

year in the strategic portfolio

–

% of strategic portfolio at different clinical

stage and value

2025 HIGHLIGHTS

–

One commercial company, Autolus

–

Seven clinical companies including

two late-stage clinical

–

Multiple clinical data readouts during the year

–

One pivotal trial and ﬁve other new clinical

trials commenced in FY2024/5

PORTFOLIO BY CLINICAL STAGE

Value creation

continued

NAV PER SHARE/PORTFOLIO RETURN (ANNUALISED)

1. As a percentage of life science portfolio.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

£0m

£200m

£400m

£600m

£800m

FY23

FY24

FY25

FEMALE

MALE

45.5%

54.5%

£310.6m

Of capital raised across the portfolio,

including £175.5m from leading

external life science investors

£4.4m

Donated to The Syncona Foundation

OUR STRATEGIC PRIORITIES

OUR RISKS

PORTFOLIO COMPANIES

–

Scientiﬁc theses fail

–

Clinical development doesn’t deliver a commercially

viable product

–

Portfolio concentration risk to platform technology

–

Concentration risk and binary outcomes

ACCESS TO CAPITAL

–

Not having capital to invest

–

Private/public markets don’t value or fund

our companies when we wish to access them

–

Capital pool losses or illiquidity

PEOPLE

–

Reliance on small number of key individuals

at our Investment Manager

–

Systems and controls failures

–

Unable to build high-quality team/team culture

–

Unable to execute business plans

MACROECONOMIC ENVIRONMENT

–

Macroeconomic environment has a negative

impact on sentiment for portfolio companies

and Syncona business model

ACCESS TO CAPITAL

SUSTAINABILITY AND THE SIML TEAM

RATIONALE

Ensuring our portfolio companies have access to

capital underpins our Investment Manager’s ability

to drive our portfolio companies to late-stage

development where signiﬁcant value can be

accessed through M&A or liquidity events.

HOW WE MEASURE PROGRESS

–

Available capital to deliver key value

inﬂection points

–

Aggregate capital raised across Syncona

and its portfolio companies

2025 HIGHLIGHTS

–

Syncona is funded to deliver on all portfolio

company key value inﬂection points over

the next three years

–

Seven portfolio company ﬁnancings,

with disciplined capital allocation across

the portfolio to prioritise capital access

RATIONALE

A measurement of both the Board and SIML’s

strong commitment to sustainability and people.

HOW WE MEASURE PROGRESS

–

Performance against the four pillars

of Syncona’s Sustainability Policy

2025 HIGHLIGHTS

Our social impact

–

Establish and integrate patient impact framework

with outputs for current portfolio now developed

–

Launch of AUCATZYL

a signiﬁcant milestone as

a CAR-T therapy which has been developed and

will be manufactured in the UK

–

0.35% donation to The Syncona Foundation,

with £4.4 million donated to its charities

Responsible investor and partner

–

Implemented improvements to reporting based

on outputs of UN PRI

questionnaire

–

Materials developed to support the

development of net zero targets and

shared with portfolio companies

Inspiring and empowering our people

–

New Chief People Ofﬁcer

–

Established and launched new values

–

Strengthened our commitment to supporting

families with the introduction of new parental

leave and childcare policies

–

Created the Syncona Leadership Academy

Responsible and ethical business

–

Interim net zero target approved and published

–

Delivered refreshed training on ESG

to all employees

–

Delivered next stage of sustainability issues

matrix project

CAPITAL RAISED BY THE PORTFOLIO

LEADERSHIP AND SENIOR INVESTMENT TEAM

MAXIMISE VALUE

FOR SHAREHOLDERS

DELIVERY OF KEY VALUE

INFLECTION POINTS

DISCIPLINED CAPITAL

ALLOCATION

REALISE SIGNIFICANT

SHAREHOLDER RETURNS

2. Syncona has signed up to PRI through the Company’s Investment Manager, SIML.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA LIMITED

Manager’s review

Driving value

across the portfolio

“The portfolio is well positioned

over the medium term with 10

key value inflection points over

the next three years, including

two expected before the end of

CY2025, each with the potential

to drive significant NAV growth

through M&A and liquidity events.”

CHRIS HOLLOWOOD

CEO, SIML

Strategic portfolio companies

78.5%

Of the strategic portfolio in clinical,

late-stage clinical and commercial assets

Key value inflection points

delivered in the year

£135.3m

Deployed into the portfolio

£310.6m

Raised across seven financings,

with £175.5m raised from leading

external life science investors

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Against ongoing challenging market conditions, we are pleased with

the signiﬁcant work that has been undertaken in FY2024/5. There has

been positive clinical progress and substantive funding raised across

Syncona’s maturing portfolio, whilst our team has continued to take

a rigorous and disciplined approach to capital allocation.

LIFE SCIENCE PERFORMANCE AND VALUATION

AGAINST CHALLENGING MARKET BACKDROP

The considerable volatility in the market and broader investor sentiment

towards biotech assets has impacted the performance of Syncona’s

life science portfolio, which generated a negative return of 17.0%

in the year. Notably, the 75.7% decline in the Autolus share price,

despite U.S. Food and Drug Administration (FDA) approval for its lead

asset, AUCATZYL

and commercialisation in the US, impacted the

Company’s ﬁnancial performance. Across Syncona’s private portfolio,

we were pleased to complete the Beacon, Purespring Therapeutics

(Purespring) and Forceﬁeld Therapeutics (Forceﬁeld) ﬁnancings in the

year. Both the Beacon and Forceﬁeld ﬁnancings were completed at

uplifts of 17.6% and 37.6%, respectively, and Syncona’s overall interest

in Purespring remained unchanged. However, amidst ongoing market

challenges and following material third-party interest from potential

Series B syndicate investors, Resolution has been partially written

down by 23.6%. Syncona is pleased with the progress the company

has made with the ﬁrst patient dosed in its lead programme post-

period end and has invested £19.0 million as part of a Series B

ﬁnancing in September 2024 to deliver its next key value inﬂection

point. Elsewhere, Biomodal, which is a Syncona investment and

passively managed by the SIML team, has also been written down

by £15.0 million, reﬂecting the anticipated value of a future ﬁnancing

round. Syncona last committed to Biomodal at its Series B in 2015.

MATURING PORTFOLIO CONTINUES TO DELIVER

STRONG CLINICAL PROGRESS AND ATTRACT

SIGNIFICANT INVESTMENT

The strategic portfolio of 14 companies is increasingly diversiﬁed

across therapeutic area and modality and weighted towards clinical,

late-stage clinical and commercial companies, where 78.5% of

strategic portfolio value is held. There has been strong clinical

execution across the portfolio, particularly amongst these later-stage

assets, with Beacon publishing positive data from its Phase II DAWN

and SKYLINE trials in XLRP, and Spur publishing data from its Phase

I/II trial in Gaucher disease. These significant clinical milestones

are key value inflection points for the companies, with Beacon

now enrolling patients in a Phase II/III pivotal trial and Spur aligning

with the FDA on the design of a single-arm Phase III trial to support

potential accelerated approval of FLT201. Overall, across the portfolio

there have been 10 capital access milestones, and three key value

inﬂection points delivered since 31 March 2024.

There has been a total of £310.6 million raised across seven

ﬁnancings in the year, including £175.5 million from leading external

life science investors, broadening the ﬁnancial scale of the portfolio

and demonstrating the quality and progress of the companies.

SIGNIFICANT OPPORTUNITY TO MAXIMISE VALUE

THROUGH DELIVERY OF A RICH SET OF KEY VALUE

INFLECTION POINTS ACROSS THE PORTFOLIO

The SIML team continues to focus on maximising value for

shareholders through driving the existing portfolio to late-stage

development, where it believes signiﬁcant value can be accessed

through M&A and liquidity events. The portfolio has both proactively

and naturally matured, and we are expecting 10 companies to be

in the clinic in the next 12 months. There are 10 key value inﬂection

points expected in the next three years, including two expected before

the end of CY2025. These have the potential to drive signiﬁcant NAV

growth through M&A and liquidity events, and the portfolio companies

are making good progress towards their delivery.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Manager’s review

continued

CAPITAL ALLOCATION, DEPLOYMENT

INTO PORTFOLIO AND SIML COSTS

SIML has continued to maintain a rigorous and disciplined approach to

the allocation of capital to maximise risk-adjusted returns for shareholders.

In total, Syncona deployed £135.3 million of capital in the year into its life

science portfolio; below guidance for the year of £150-200 million. This

reﬂects both SIML’s disciplined approach and success in raising external

capital. In total, 77.2% of gross capital deployed was to fund companies

to key value inﬂection points.

At 31 March 2025, Syncona had a capital pool of £287.7 million and

remains funded to deliver on all portfolio company key value inﬂection

points over the next three years. Approximately 80% of the capital pool

is allocated to commitments and underwriting current key value inﬂection

points, with remaining capital allocated to driving broader portfolio

company milestones and protecting value in third-party ﬁnancings.

We monitor the asset allocation and foreign exchange exposure within the

capital pool based on the capital allocations to the life science portfolio

and market conditions, with a focus on generating a real return above UK

inﬂation with a core strategy of capital preservation and liquidity access.

The capital pool is managed on a matrix basis of liquidity and volatility to

optimise risk-adjusted returns. A balance is maintained between liquidity

and volatility at an overall capital pool level. This gives ﬂexibility in ensuring

that the pool is fully invested when the need for cash is low but as demand

for liquidity rises, the capital pool is able to provide it within a managed

volatility level. The capital pool is held in cash, treasury bills and a number

of low volatility, highly liquid, multi-asset and credit funds or mandates,

managed by Kempen and M&G with portfolio mandates to deliver a core

CPI (consumer price index) return over the mid-term. The overall weighted

return across the Company’s capital pool during the year was 4.0%.

BEST IDEAS

PRE-CLINICAL

CLINICAL

LATE-STAGE

CLINICAL

Autolus Therapeutics

Beacon Therapeutics

Spur Therapeutics

iOnctura

Resolution Therapeutics

Quell Therapeutics

Anaveon

Mosaic Therapeutics

Purespring Therapeutics

OMass Therapeutics

Forceﬁeld Therapeutics

Yellowstone Biosciences

Kesmalea Therapeutics

Slingshot Therapeutics

COMPANIES ON THE MARKET

COMPANIES MOVING TOWARDS

BEING ON THE MARKET

COMPANIES MOVING TOWARDS

PUBLISHING DEFINITIVE DATA

COMPANIES WHO HAVE

COMPLETED OPERATIONAL

BUILD AND/OR ARE

MOVING TOWARDS

EMERGING EFFICACY DATA

COMPANIES MOVING

TOWARDS OPERATIONAL BUILD

OUR STRATEGIC PORTFOLIO

Syncona investment point

Key value inﬂection point (KVIP)

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

41.9%

Of strategic portfolio

4.8%

Of strategic portfolio

11.3%

Of strategic portfolio

36.1%

Of strategic portfolio

5.9%

Of strategic portfolio

BLA

COMMERCIAL

NEXT EXPECTED CAPITAL

ACCESS MILESTONES

OUR VIEW OF POTENTIAL KEY

VALUE INFLECTION POINTS

H2 CY2025 (new)

–

Full data from Phase I/II SLE programme

–

Phase II initiation of SLE programme

CY2025

–

Commercial traction following US launch of AUCATZYL

(obe-cel)

CY2026

–

Data readout from its Phase II/III pivotal VISTA trial in XLRP

H1 CY2026 (delayed from H2 CY2025)

–

Initiation of Phase III trial in Gaucher disease

CY2026

–

Initiation of Phase I/II trial in Parkinson’s disease

H1 2028

–

Completion of the pivotal stage of its Phase III trial

in Gaucher disease

CY2026

–

Data readout from its Phase II trial in uveal melanoma

CY2026

–

Interim data readout from its Phase I/II trial in end-stage

liver disease

Q1 CY2026 (new)

–

Completion of ﬁrst stage of Phase I/II trial

in liver transplantation

CY2025

–

Interim data readout from its Phase I/II trial in liver transplantation

CY2026 (new)

–

Full data readout for the Phase I/II trial in liver transplantation

CY2026

–

Data readout from its Phase I/II trial of ANV600

H1 CY2026 (new)

–

Initiation of ﬁrst clinical study for lead drug combination

H2 CY2026 (new)

–

Initiation of clinical study for second drug combination

H2 CY2025 (updated from CY2026)

–

Initiation of Phase I/II trial in complement-mediated

kidney disease

H1 CY2027 (new)

–

Complement biomarker clinical data

H2 CY2025

–

Initiation of Phase I trial of its MC2 programme

H1 CY2026 (new)

–

Data from Phase I trial of MC2 programme

1. Refer to Glossary for deﬁnitions of capital access milestones and key value inﬂection points.

2. Biologics License Application.

3. By value.

“We have continued to maintain a rigorous and disciplined

approach to the allocation of capital to each portfolio

company to maximise risk-adjusted returns for shareholders.”

KATE BUTLER

CFO, SIML

Speciﬁc portfolio company capital access milestones and key value inﬂection points

(which are set out below) are not without

risk and their impact will be aﬀected by various factors including the market environment at the time of their delivery.

£m

% of gross

capital pool

of NAV

Cash

73.7

25.1%

7.0%

Treasury bills

55.7

19.0%

5.3%

Multi-asset funds

73.9

25.2%

7.0%

Credit funds

78.5

26.8%

7.5%

Private equity funds

11.4

3.9%

1.1%

Syncona is a self-managed vehicle and SIML costs are managed

prudently by the SIML Leadership Team within an annual budget

approved by the Board. SIML management fees for FY2024/5 were

£13.7 million (1.3% of NAV

), a decrease of £2.9 million on FY2023/4.

Gross capital excludes other assets/liabilities and cash held within the Investment

Manager, SIML.

2. Using NAV at 31 March 2025.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Manager’s review

continued

The SIML team is focused on driving portfolio companies to

deliver a rich set of key value inﬂection points (KVIPs). When

delivering these milestones, portfolio companies demonstrate

positive clinical progress and the likelihood of therapies being

developed into approved products increases.

–

KVIPs are material de-risking events for a portfolio company

that have potential to drive signiﬁcant NAV growth through

M&A and liquidity events

–

These milestones can also enable companies to access

signiﬁcant capital, including through ﬁnancings and IPOs,

which may take place at valuation uplifts

–

Primarily, KVIPs are the delivery of emerging clinical

efﬁcacy or deﬁnitive clinical data, with the latter typically

being more valuable

–

The delivery of emerging efﬁcacy data and subsequent

milestones increasingly builds intrinsic value in a company

–

Realisation events are typically required to fully unlock

the intrinsic value created through KVIP delivery

–

These events can take time to crystallise and any NAV

growth is unlikely to occur simultaneously with key value

inﬂection points

KEY

INTRINSIC VALUE*

NAV FROM FINANCING*

COST*

KVIP

FOUNDING

OPERATIONAL BUILD

ILLUSTRATIVE VALUE

APPRECIATION THROUGH

DELIVERY OF KVIPS

EXAMPLE OF A RECENT KVIP DELIVERY

Beacon has generated a strong set of data across its

clinical trials in X-linked retinitis pigmentosa (XLRP) and

continues to show strong momentum as it progresses

through the clinic.

During the year, Beacon delivered two KVIPs from its lead gene

therapy programme, laru-zova (AGTC-501) in XLRP. Firstly, Beacon

presented positive 24-month interim safety and efﬁcacy data from

the Phase II SKYLINE trial. Data showed a 57% response rate in

the 24-month analysis of retinal sensitivity, showing the potential

of AGTC-501 as a one-time therapy for XLRP. Secondly, Beacon

presented positive three-month interim safety and efﬁcacy data

from the Phase II DAWN trial. The data showed promising early

improvements in low luminance visual acuity, a critical measure of

visual function used as a primary endpoint in the pivotal VISTA trial,

reinforcing compelling efﬁcacy data shown previously.

READ MORE: P34

1. Biologics License Application.

Includes sales of Nightstar, Blue Earth, upfront proceeds from sale of

Gyroscope, upfront proceeds from Neogene and upfront consideration of

Clade. Reﬂects original Syncona Partners capital invested where applicable.

All IRR and multiple on cost ﬁgures are calculated on a gross basis.

* Illustrative only.

MOVING TOWARDS BEING ON THE MARKET

MATERIAL DE-RISKING

EVENTS THAT BUILD

INTRINSIC VALUE INTO

THE PORTFOLIO

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

3.9x

Aggregate multiple

of cost from Syncona’s

five exits

EMERGING EFFICACY

DEFINITIVE DATA

MARKET

BLA

ACCEPTANCE

Delivery of KVIPs post emerging eﬀicacy increases the possibility of M&A,

which has the potential to build intrinsic value

EXAMPLE OF A RECENT KVIP DELIVERY

Spur continues to make strong clinical progress and the

SIML team has been particularly encouraged by data

published from its lead programme in Gaucher disease.

In October 2024, Spur delivered a KVIP with positive data from

lead gene therapy programme, FLT201, in Gaucher disease.

Data from the Phase I/II GALILEO-1 trial was presented at the

European Society of Gene and Cell Therapy Annual Congress

and underlined the efﬁcacy and durability proﬁle of FLT201, as

well as the long-lasting potential of this therapy beyond current

standard of care for the thousands of patients with the disease.

Furthermore, the data de-risked Spur’s technology and supported

the advancement of the company’s pre-clinical pipeline into more

prevalent disorders, including Parkinson’s disease.

READ MORE: P35

MOVING TOWARDS BEING ON THE MARKET

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Manager’s review

continued

WORKING IN PARTNERSHIP WITH THE BOARD

TO MAXIMISE VALUE FOR SHAREHOLDERS

We have worked closely with the Board as they have reviewed options

to maximise value for shareholders. We recognise that the share price

performance over the last three years has been disappointing and

there is a diverse range of views across Syncona’s shareholder

from the portfolio over the medium term by focusing on the delivery of

the key value inﬂection points we have outlined. We are also conﬁdent

in the long-term opportunity to continue the strategy of creating and

building companies leveraging world-class research and are working to

explore the possibility of a New Fund for interested current institutional

Syncona shareholders and prospective new investors.

OUTLOOK

Challenging market conditions have persisted in CY2025. There

are a number of factors, including interest rates, trade policies,

regulatory uncertainty and pharma pricing, which continue to

weigh on sector sentiment.

Nevertheless, once trade policies embed and predictability returns

to the market, then we believe there are reasons for optimism.

Long-term structural trends remain positive in life sciences with

innovation still critical to developing the best products for patients.

We believe we have a strong team, robust operating model and

we manage a well-positioned portfolio to maximise value over the

medium term. There is a long-term opportunity to scale our platform

to support the continued evolution of the life science sector in the

UK and critically to enable shareholders to access the significant

value from investing in companies to late-stage development.

We look forward to keeping the market updated on the portfolio’s

continued progress and engaging with stakeholders on the

continued path forward.

CHRIS HOLLOWOOD

CEO, SIML

18 June 2025

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

31 MARCH

2024

(£M)

NET

INVESTMENT

IN THE

PERIOD

(£M)

VALUATION

ON CHANGE

(£M)

MOVEMENT

(£M)

31 MARCH

2025

(£M)

% OF

GROUP NAV

VALUATION

BASIS

2,3,4

FULL

DILUTED

OWNERSHIP

STAKE

(£M)

FOCUS

AREA

STRATEGIC PORTFOLIO COMPANIES

ON THE MARKET

AUTOLUS

169.5

(16.3)

(116.2)

(2.4)

34.6

3.3

Quoted

9.9

Cell therapy

LATE-STAGE CLINICAL

SPUR

135.6

43.8

2.8

–

182.2

17.3

Cost

79.2

Gene therapy

BEACON

94.7

9.6

15.4

(2.2)

117.5

11.2

PRI

41.0

Gene therapy

CLINICAL

QUELL

84.7

2.8

–

(2.1)

85.4

8.1

PRI

33.7

Cell therapy

RESOLUTION

50.0

19.0

(13.5)

–

55.5

5.3

Adjusted Cost

82.6

Cell therapy

ANAVEON

35.7

–

(0.1)

35.6

3.4

PRI

36.9

Biologics

MOSAIC

7.3

18.2

–

25.5

2.4

Cost

54.3

Small

molecules

IONCTURA

25.6

–

(0.5)

25.1

2.4

PRI

21.9

Small

molecules

PRE-CLINICAL

PURESPRING

45.3

5.0

0.9

–

51.2

4.9

PRI

41.7

Gene therapy

OMASS

43.7

6.0

–

49.7

4.7

PRI

29.0

Small

molecules

KESMALEA

12.0

8.0

–

20.0

1.9

Cost

59.7

Small

molecules

YELLOWSTONE

1.0

15.5

–

16.5

1.6

Cost

60.9

Biologics

FORCEFIELD

6.5

1.7

2.4

–

10.6

1.0

PRI

49.6

Biologics

SLINGSHOT

0.0

5.6

–

5.6

0.5

Cost

100.0

Accelerator

INVESTMENTS AND MILESTONE PAYMENTS

NEOGENE

MILESTONE

PAYMENT

2.2

–

4.0

(0.1)

6.1

0.6

DCF

–

Cell therapy

CLADE

MILESTONE

PAYMENT

0.0

0.7

0.1

–

0.8

0.1

DCF

–

Cell therapy

CRT PIONEER

FUND

33.9

(1.3)

(5.3)

–

27.3

2.5

Adjusted

Third Party

64.1

Oncology

BIOMODAL

18.0

–

(15.0)

(0.3)

2.7

0.3

Adjusted PRI

5.5

Epigenetics

ACHILLES

11.0

–

2.4

(0.3)

13.1

1.2

Expected

proceeds

22.7

Cell therapy

CENTURY

0.0

4.3

(3.8)

(0.1)

0.4

0.0

Quoted

1.3

Cell therapy

CLADE

9.4

(9.4)

–

0.0

–

Cell therapy

TOTAL LIFE

SCIENCE

PORTFOLIO

786.1

113.2

(125.8)

(8.1)

765.4

72.7

CAPITAL POOL

452.8

(177.8)

12.4

0.3

287.7

27.3

TOTAL

1,238.9

1,053.1

100

1. Portfolio valuations reﬂect Syncona’s total interest in a company or investment.

2. Primary input to fair value of equity holding.

3. The basis of valuation is stated to be “Cost”, this means the primary input to fair value is capital invested (cost) which is then calibrated in accordance with the Valuation Policy.

4. The basis of valuation is stated to be “PRI”, this means the primary input to fair value is price of recent investment which is then calibrated in accordance with the Valuation Policy.

5. Percentage holding reﬂects Syncona’s ownership stake at the point full current commitments are invested.

Life science portfolio valuations

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Market review

“The fundamentals for

investing in healthcare

remain strong and

wherever there is

innovation, there

is opportunity for

investors.”

CHRIS HOLLOWOOD

CEO, SIML

Fundamentals are

robust, despite

uncertainty

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

A healthier biotech sector

–

Coming to the end of a signiﬁcant period of restructuring and

consolidation, which has led to a biotech market with healthier

fundamentals and higher-quality companies

–

The best science and businesses have survived and valuations

have been corrected

–

Late-stage assets have led public and private market recoveries,

with many being acquired

Positive macro trends challenged by renewed uncertainty

–

Inﬂation and interest rates have been trending in the right direction

and this should provide tailwinds for the cost of capital to come

down, which is an essential element for a return to growth

–

However, uncertainty lingers due to political and economic volatility

and this is delaying biotech’s road to recovery

An upcoming patent cliff for pharma

–

Pharma is facing a patent cliff of over $350 billion by 2030

and has >$1.5 trillion in deal capacity

–

Pharma has been focused on later-stage assets, but the pool

of sizeable targets is shrinking after an uptick in M&A

–

Nevertheless, pharma needs to replenish its pipeline and this

will drive M&A activity and recycle capital into the biotech sector

The biotech sector is emerging from a signiﬁcant period of restructuring and

consolidation, resulting in a market with stronger fundamentals and higher-quality

companies. However, renewed economic and political uncertainty have added

to the issues weighing on the sector and delaying the recovery.

1. Evaluate Pharma / Stifel Healthcare: Biopharmaceutical Outlook for 2025.

2. Source: iqvia.com/locations/emea/blogs/2025/01/biopharma-m-and-a-outlook-for-2025.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Market review

continued

$20

$40

$60

$80

$100

$120

$140

$160

$180

$200

2006

2007

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

BETTER FUNDAMENTALS BUT UNCERTAINTY RUMBLES ON

The challenges experienced by biotech in 2024 have persisted so far in

2025, with economic and political uncertainty now adding to structural

issues that have weighed on the sector, such as the cost of capital.

Nevertheless, once those policies embed and predictability returns to

the market, then we believe there are greater reasons for optimism.

We are progressing through the tail of the longest biotech bear market

I’ve experienced in my career. Thankfully, innovation has not wavered

in the face of market adversity. We have more ways to treat disease

than ever before and new breakthroughs continue to deliver

transformational beneﬁts for patients and society.

Ultimately, the fundamentals for investing in healthcare remain strong

and wherever there is innovation, there is opportunity for investors.

Whilst the rewards on offer haven’t been quite so clear over the last

few years, a combination of factors are now converging to give us

more conﬁdence that brighter days are ready to return, once a more

stable policy environment comes into view.

A MUCH-NEEDED RESET

It’s important to note that, whilst biotech has been profoundly

challenged in recent years, the sector has come a long way. You can

track this by following the XBI, which provides a good barometer of

performance across the sector.

In the summer of 2008, the XBI peaked at $23, before the ﬁnancial

crisis sent it crashing back down. It didn’t get above this again

for three years, until mid-2011. Wind the clock forward 10 years

to February 2021 and the XBI peaked at over $170, as biotech

emerged as the white knight of the global pandemic and cheap

capital propelled a boom of interest and activity.

However, the boom was followed by a bust. By January 2022 the

XBI dropped below $100, where it remains today. As the bear market

bedded in, the cost of capital soared, companies struggled to execute

ﬁnancings and competition for cash intensiﬁed.

Biotech is a cash intensive business and capital access is the primary

driver of the sector’s health. The sheer volume of capital available

during the bull market meant that biotechs entered this period with

the strongest balance sheets they’d ever had. Companies were able

to defer difﬁcult decisions in the hope that the sun would come out –

but it didn’t.

As the gloom persisted, the sector was forced into a wave of

restructuring, consolidation and rationalisation. This is now largely

complete. Although it has been tough, the correction has been

necessary for a recovery. Valuations have come down from unrealistic

highs and only the best businesses have survived. This leaves the

sector in better shape and primed for growth.

AN IMPROVED PLATFORM

At SIML, we quickly recognised the scale of the challenge and have

been very proactive in our portfolio management. We implemented

a clear strategy to ensure that the best clinical programmes in our

portfolio were ﬁnanced, that our category leaders had secure paths

forward, and that we maximised value elsewhere through sales or

consolidation. Additionally, we set out to take advantage of market

conditions, selectively adding clinical-stage opportunities, such as

with Beacon and iOnctura.

The result? We’ve built a better-quality portfolio, that is more diverse

across modality and now is 78.5% in clinical stage and commercial

companies with two new companies expected to be in the clinic before

year end. The portfolio is now well-ﬁnanced and in a strong position to

deliver a lot of clinical data – which is the oxygen of growth in our sector.

This proactivity and not shying away from difﬁcult decisions have

kept us ahead of the curve and have positioned the portfolio for strong

risk-adjusted returns as markets improve.

At the turn of the year, we were cautiously optimistic for biotech

markets in the latter half of 2025. However, after a year of elections,

renewed political and economic volatility is dampening our outlook,

which is also compounded by recent upheaval at the US FDA. We

hope to see more predictable macroeconomic conditions before

XBI index

Source: Bloomberg.

Peaked at

$23

Back above

$23

Peaked at

$174

Back below

$100

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

$20

$40

$60

$80

$100

$120

2028

2027

2026

2025

2024

2023

2022

0.0%

1.5%

3.0%

4.5%

6.0%

7.5%

9.0%

Total sales at risk ($bn)

% sales at risk

the year is out. But, for now, it seems to be delaying biotech’s path

to recovery, despite improving fundamentals elsewhere in the sector

and cost of capital on a downward trajectory.

MARKET DYNAMICS

The challenges outlined above dramatically impacted valuations in

the public markets, which was well documented. Thankfully, however,

there was some recovery here. Strong clinical data is once again

driving value and later-stage assets have been leading the charge

in terms of ﬁnancings and M&A.

Dynamics in the private markets are sometimes harder to spot.

In the initial throes of the bear market, venture capitalists (VCs) stopped

doing new deals and reserved capital for their existing portfolio. When

this happens, there is very little pricing adjustment and investments get

marked ﬂat.

In the second phase of the bear market, when VCs are conﬁdent

their portfolio is secure, they can initiate new deals. This can lead

to pricing adjustments, which can be difﬁcult. While the range of

valuations remains wide, this dynamic is being worked through,

rebasing the sector so it can access the capital required to position

it for future growth.

A LOOMING PATENT CLIFF

A further dynamic in valuation is biotech’s big brother – the pharma

sector. Pharma is fast approaching a patent cliff of over $350 billion in

worldwide sales by 2030. Faced with this loss of exclusivity problem,

companies are either recognising the need to plan for declining

revenues or turning to M&A.

Pharma is looking to biotech to restock its pipeline. The trend has

been for pharma to focus on late-stage assets that will really move

the needle. These later-stage assets are further de-risked and more

likely to bring nearer-term rewards. We have seen an uptick in M&A

in the ﬁrst quarter of 2025, including an increase in acquisitions of

commercial-stage public companies.

We are heading towards a standoff where pharma still needs to acquire

innovation, but the pool of ‘ideal’ proﬁle acquisitions is signiﬁcantly

smaller. This means that pharma may need to go for earlier-stage

assets to access big market opportunities or look at smaller market

opportunities to stay at later stages.

It’s going to be interesting to see how it shakes out, but my guess is that

they’ll do both. Either way, potential M&A activity is another reason for

optimism, as it will drive valuations and recycle capital into the sector.

RETURNING TO GROWTH

In summary, it’s a tale of convergent forces paving a slow path out

of the bear market, but with these positive drivers being suppressed

by political and economic uncertainty.

Firstly, biotech has now largely restructured, leaving us with better

companies and better fundamentals. Secondly, pharma needs to

spend money to address a looming patent cliff, and this will catalyse

a recovery.

The ﬁnal piece of the puzzle is the macroeconomic environment.

Headwinds that the sector has experienced in the last few years are

abating as interest rates decline, but policy uncertainty has stepped

in to delay the recovery.

When this uncertainty ﬁnally clears the convergence will be able to

complete. When that happens, Syncona will be ready to make the

most of it.

CHRIS HOLLOWOOD

CEO, SIML

18 June 2025

£310.6m

Raised across seven financings, with £175.5m

raised externally from leading life science investors

Historic and projected revenue erosion through loss of exclusivity

Source: EY Report.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

“The portfolio has

naturally matured,

and we are expecting

10 companies to be

in the clinic in the

next 12 months.”

ROEL BULTHUIS

MANAGING PARTNER AND

HEAD OF INVESTMENTS, SIML

Actively managing

our maturing

portfolio

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Syncona’s maturing life science portfolio is diversiﬁed across different stages

of the development cycle and a range of therapeutic areas.

1. Life science portfolio is valued at £765.4m at 31 March 2025.

2. Strategic portfolio companies valued at £715.0m at 31 March 2025.

3. Excludes Slingshot Accelerator.

Commercial (one company)

4.5%

Late-stage clinical (two companies)

39.2%

Clinical (ﬁve companies)

29.7%

Pre-clinical (six companies)

20.0%

Investments and milestones (N/A)

6.6%

On the market (one company)

4.8%

Moving towards the market (two companies)

41.9%

Moving towards deﬁnitive data (two companies)

11.3%

Moving towards emerging efﬁcacy data (seven companies)

36.1%

Moving towards operational build (two companies)

5.9%

Cell therapy (three companies)

24.5%

Gene therapy (three companies)

49.1%

Small molecules (four companies)

17.6%

Biologics (three companies)

8.8%

LIFE SCIENCE PORTFOLIO

STRATEGIC PORTFOLIO

2,3

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

continued

1. By value.

A DIVERSIFIED PORTFOLIO

Syncona’s life science portfolio was valued at £765.4 million at 31 March 2025

(31 March 2024: £786.1 million), delivering a (17.0)% return in the period. It comprises

the strategic portfolio companies, potential milestone payments, and investments,

which are non-core and provide optionality to deliver returns for shareholders.

Syncona’s strategic portfolio consists of the 14 core strategic life science portfolio companies where Syncona has signiﬁcant

shareholdings and plays an active role in the company’s development. These companies are diversiﬁed across modality

and therapeutic area, with eight companies at the commercial or clinical stage (two late-stage clinical) and the remainder

at pre-clinical stage.

OUR NAV GROWTH FRAMEWORK

Syncona is continuing to report against SIML’s NAV Growth Framework, to give shareholders more clarity on which milestones

and what stage of the development cycle we anticipate the Company’s portfolio companies will be able to access capital and drive

signiﬁcant NAV growth, through M&A and liquidity events. Syncona’s portfolio companies are mapped against the categories below:

5.9%

Of strategic portfolio

36.1%

Of strategic portfolio

–

Mosaic Therapeutics

–

Quell Therapeutics

– Anaveon

–

Purespring Therapeutics

–

Forceﬁeld Therapeutics

–

OMass Therapeutics

–

Autolus Therapeutics

–

Spur Therapeutics

–

Beacon Therapeutics

41.9%

Of strategic portfolio

4.8%

Of strategic portfolio

–

Resolution Therapeutics

– iOnctura

11.3%

Of strategic portfolio

–

Kesmalea Therapeutics

–

Yellowstone Biosciences

–

Slingshot Therapeutics

MOVING TOWARDS

OPERATIONAL BUILD

COMPLETED

OPERATIONAL BUILD

AND/OR ARE MOVING

TOWARDS EMERGING

EFFICACY DATA

MOVING TOWARDS

PUBLISHING

DEFINITIVE DATA

ON THE MARKET

MOVING TOWARDS

BEING ON THE MARKET

1. Companies where delivery against milestones

has the potential to enable access to capital

OPERATIONAL BUILD

–

Clearly deﬁned strategy and business plan

–

Leading management team established

EMERGING EFFICACY DATA

–

Clinical strategy deﬁned

–

Initial efﬁcacy data from Phase I/II in patients

2. Companies where delivery against milestones

has the potential to deliver NAV uplifts

DEFINITIVE DATA

–

Signiﬁcant clinical data shows path to marketed product

–

Moving to pivotal trial and building out commercial

infrastructure

ON THE MARKET

–

Commercialising product

–

Revenue streams

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

3.3%

Of NAV

9.9%

Shareholding

In November 2024, Autolus received FDA approval for

its lead CAR-T cell therapy, AUCATZYL

(obe-cel), and

has since commenced commercial launch in the US.

As Autolus transitioned to a commercial stage company,

Syncona rebalanced its exposure to the business and,

as such, sold 14.0% of its holding at an average price

of $4.50, generating proceeds of $21.2 million (£16.3

million). As announced previously, AUCATZYL

has

the potential to be a best-in-class therapy for patients

with relapsed or refractory B-cell precursor acute

lymphoblastic leukaemia (r/r B-ALL), supported by its

very positive tolerability proﬁle compared to current

CD19 CAR T-cell therapies. It is encouraging to see

that 39 treatment centres are now fully activated (as

of 7 May 2025) and that ﬁrst quarter sales were ahead

of expectations at $9.0 million. We look forward to seeing

further progress with their commercial launch, which

we view as a key value inﬂection point for the company.

COMPANY FOCUS

Autolus is developing, commercialising and delivering next

generation programmed T-cell therapies for the treatment of cancer

and autoimmunity with a clinical pipeline targeting haematological

malignancies, solid tumours and autoimmune diseases.

FINANCING STAGE

Cash and cash equivalents at 31 March 2025 totalled $516.6 million.

Autolus estimates that, with its current cash, cash equivalents and

marketable securities, it is well capitalised to drive the launch and

commercialisation of obe-cel in r/r adult ALL, as well as to obtain data

in the lupus nephritis pivotal trial and multiple sclerosis Phase I trial.

LEAD PROGRAMME

Autolus received marketing approval from the FDA for AUCATZYL

and subsequently commenced commercial launch in the US. In

December 2024, the National Comprehensive Cancer Network

added

AUCATZYL

to its Clinical Practice Guidelines in Oncology for the

treatment of adult patients with r/r B-ALL. Post-period end, Autolus

received conditional marketing authorisation from the MHRA and the

European Medicines Agency’s (EMA) Committee for Medicinal Products

for Human Use (CHMP) has recommended European Commission (EC)

approval, with an EC decision on a conditional marketing authorisation

application expected in H2 2025. Autolus is working with the UK

National Institute for Health and Care Excellence (NICE) and the NHS

to potentially achieve access for eligible patients in England.

Autolus has presented updated data on obe-cel in adult ALL at various

conferences during the year, further building on previously published

data highlighting its tolerability and long-term response.

COMMERCIALISATION PROGRESS

In preparation for the broader commercialisation of AUCATZYL

Autolus delivered signiﬁcant operational milestones to enable the

company to launch the product at a scale that can serve the expected

global demand. Global production capacity will be served by Autolus’

specialist 70,000 sq. foot advanced manufacturing facility (the

Nucleus), the UK’s ﬁrst purpose-built CAR T-cell manufacturing unit.

The ﬁrst commercial launch in the US is progressing on track, with

39 centres fully activated as of 7 May 2025 and coverage secured

for approximately 90% of total US medical lives. Autolus continues to

expect to complete authorisation of 60 treatment centres by the end

of 2025, covering approximately 90% of the target patient population.

PIPELINE PROGRAMMES

Post-period end, Autolus reported preliminary data from the Phase I

CARLYSLE dose conﬁrmation study of obe-cel in refractory Systemic

Lupus Erythematosus (SLE) patients, which supported the progression

of obe-cel into a planned Phase II trial in lupus nephritis, a kidney

disease caused by SLE. The ﬁrst patient in this trial is expected to

be dosed by end of CY2025. Full data with longer-term follow-up from

CARLYSLE is expected by the end of CY2025. Autolus also plans

to advance obe-cel into clinical development in progressive multiple

sclerosis. The company expects to dose its ﬁrst patient in a Phase I

dose escalation study by the end of CY2025. BioNTech’s product

option for AUTO1/22 was not exercised as a result of BioNTech’s

pipeline prioritisation.

PEOPLE UPDATE

Autolus announced the appointment of Matthias Will, M.D., as Chief

Development Ofﬁcer. He joined Autolus from Dren Bio, Inc., a privately

held biotech company, where he served as Chief Medical Ofﬁcer

(CMO), and has previously held roles at CytomX Therapeutics, Gilead,

and Novartis. The company also appointed Mike Bonney as Chair of

the Board of Directors, and Ravi Rao M.D. as Non-Executive Director.

KEY VALUE INFLECTION POINT

Commercial traction following US launch of AUCATZYL

(obe-cel)

in r/r adult ALL expected in CY2025.

Board seats

–

Date of founding

2014

Date of Syncona investment

2014

Syncona capital invested

£147.0m

Number of employees

c.650

Uncalled commitment

–

Total capital raised

£1,312.9m

Syncona valuation

£34.6m

Key competitors

Gilead, Cabaletta, Kyverna

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

AUCATZYL (obe-cel) –

Adult ALL

Obe-cel – LN

Obe-cel – MS

Obe-cel – Paediatric ALL

Obe-cel – B-NHL & CLL

Obe-cel – PCNSL

AUTO8 – MM

AUTO8 – LC amyloidosis

AUTO1/22 – Paediatric ALL

AUTO6NG – Neuroblastoma

AUTO4/5 – Peripheral TCL

AUTO9 – AML

COMMERCIAL | 3.3% OF NAV

ON THE MARKET

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

continued

11.2%

Of NAV

41%

Shareholding

Beacon has generated a strong set of data from

its Phase I/II HORIZON and Phase II SKYLINE trials

supporting the therapeutic beneﬁt and safety proﬁle

of laru-zova (formerly AGTC-501) in the treatment

of the blinding condition X-linked retinitis pigmentosa

(XLRP). This includes positive data from SKYLINE

which underlines the durability proﬁle of the therapy

and supports our thesis that laru-zova could be a

potentially life-changing treatment for patients

suffering from XLRP. The company continues to show

strong momentum as it progresses through the clinic,

reinforced by the initiation of its Phase II/III VISTA

trial, which was announced in the period and is

currently enrolling.

COMPANY FOCUS

Beacon is an ophthalmic AAV-based gene therapy company founded

to save and restore the vision of patients with a range of prevalent

and rare retinal diseases that result in blindness.

FINANCING STAGE

Beacon raised $170 million (£134 million) in a Series B funding in July

2024. Forbion led the round and, alongside Syncona, the ﬁnancing

was supported by existing investors Oxford Science Enterprises and

the University of Oxford, and new investors TCGX and Advent Life

Sciences. The ﬁnancing took place at a 17.6% uplift to Syncona’s

31 March 2024 valuation of the company.

LEAD PROGRAMME

During the period, Beacon announced the initiation of its Phase II/III

pivotal VISTA study for laru-zova in XLRP. Beacon plans to use the data

generated from the VISTA trial, in combination with data from the Phase

I/II HORIZON, Phase II SKYLINE, and Phase II expansion DAWN trials,

to support its regulatory strategies in the EU and US. During the period,

Beacon also released positive data from these three clinical trials:

–

Interim data from the Phase II SKYLINE trial showed a 57%

response rate in the 24-month analysis of retinal sensitivity,

the primary endpoint for the trial. This was a key value inﬂection

point for the company and showed the potential of laru-zova

as a one-time therapy for XLRP.

–

Three-month data in the Phase II expansion DAWN trial showed

promising early improvements in low luminance visual acuity (LLVA),

a critical measure of visual function used as a primary endpoint in

the pivotal VISTA trial. This was also key value inﬂection point for

the company.

–

Data from the Phase I/II HORIZON trial demonstrated that a

difference in visual function between the treated and untreated

eyes was still observed at month 36.

–

Post-period end, positive six-month data in the Phase II expansion

DAWN trial was presented at Association for Research in Vision

and Ophthalmology (ARVO) 2025 Annual Meeting.

OPERATIONAL UPDATE

In April 2024 Beacon announced the sale of its GMP manufacturing

facility in Alachua, Florida to Ascend Advanced Therapies (Ascend).

The transaction includes a long-term partnership with Ascend to

secure GMP product supply for laru-zova, enabling the company

to focus on clinical development.

PIPELINE PROGRAMMES

Beacon’s second retinal disease programme is targeting dry

age-related macular degeneration, a leading cause of irreversible

vision loss in people over 60.

PEOPLE UPDATE

Beacon announced the appointment of Lance Baldo, M.D. as CEO,

and Thomas Biancardi as Chief Financial Ofﬁcer (CFO). Lance brings

more than 20 years of experience in biopharmaceuticals including the

successful launch of two new indications and a new formulation for

Lucentis while at Genentech. Most recently, he served as CMO at

Freenome, an early cancer detection company, where he led the design

and execution of the company’s medical strategy to support its pipeline,

from clinical trials through registration and commercialisation. Thomas is

a biopharmaceutical industry veteran with over 25 years of ﬁnancial and

operational leadership experience, predominantly within ophthalmology.

During his career, he has assisted numerous companies in raising

capital and establishing clinical and commercial operations.

KEY VALUE INFLECTION POINTS

Data readout from its Phase II/III pivotal VISTA trial in XLRP

expected in CY2026.

Board seats

Date of founding

2023

Date of Syncona investment

2022

Syncona capital invested

£89.9.m

Number of employees

Uncalled commitment

£18.6m

Total capital raised

£229.7m

Syncona valuation

£117.5m

Key competitors

Janssen (MeiraGTx) in XLRP, Apellis,

IvericBio (Astellas) and 4DMT in dAMD

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

Laru-zova (AGTC-501)

– XLRP

LATE-STAGE CLINICAL COMPANIES | 28.5% OF NAV

MOVING TOWARDS BEING ON THE MARKET

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

17.3%

Of NAV

79.2%

Shareholding

Spur continues to make strong clinical progress and

Syncona has been encouraged by the data published

from its lead Gaucher disease programme (FLT201).

This includes the data published at the European

Society of Gene and Cell Therapy (ESGCT) 31

Annual

Congress, demonstrating a favourable efﬁcacy and

safety proﬁle for FLT201, and further data published

at WORLDSymposium in February 2025. This data

de-risks Spur’s technology and supports the

advancement of the company’s pre-clinical pipeline

into more prevalent disorders, including Parkinson’s

disease. We believe FLT201 can be a ﬁrst- and

best-in-class gene therapy for Gaucher disease

patients with the potential of delivering value for

Syncona shareholders. Spur is now preparing to

advance FLT201 into a Phase III trial.

COMPANY FOCUS

Developing transformative gene therapies for patients suffering from

chronic debilitating diseases.

FINANCING STAGE

During the year, Syncona provided £43.8 million of ﬁnancing to support

the development of the company’s pipeline.

LEAD PROGRAMME

The company presented positive data from its lead Gaucher disease

programme at the American Society of Gene & Cell Therapy in May

2024, reinforcing the safety, tolerability and efﬁcacy proﬁle of FLT201,

as well as its potential to improve quality of life for patients. Importantly,

the data showed levels of lyso-Gb1

were substantially reduced in

patients with persistently high lyso-Gb1 levels, despite years of prior

treatment with enzyme replacement therapy (ERT), the current standard

of care for Gaucher disease patients, or substrate reduction therapy

(SRT). This was reinforced with further data readouts during the period,

including at the ESGCT 31

Annual Congress in October 2024. The

data presented at ESGCT was a key value inﬂection point for Spur,

underlining the efﬁcacy, safety and long-lasting potential of FLT201.

Further data presented at WORLDSymposium in February 2025

demonstrated durable reductions in lyso-Gb1 of between 33-96%

in patients who entered the trial with high levels.

The company is on track to initiate its Phase III trial in Gaucher disease

during H1 CY2026, with Spur gaining FDA alignment on the design of

a single-arm study to support potential accelerated approval of FLT201.

The accelerated pathway would be based on reductions in lyso-Gb1

after six months, with full approval based on improvement or

maintenance of haemoglobin levels after 12 months.

PIPELINE PROGRAMMES

The company presented new pre-clinical data at the inaugural GBA1

meeting from its GBA1 Parkinson’s disease research programme,

demonstrating that its engineered enzyme reduces the accumulation of

-Synuclein, a protein that plays an important role in the development

and progression of Parkinson’s disease, more effectively than the

naturally occurring protein. The company also selected a candidate,

SPR301, for development in Parkinson’s disease. Spur has decided

to discontinue the development of SBT101 in adrenomyeloneuropathy

(AMN). Spur recently published a safety update from the Phase I/II

clinical trial of SBT101, and the company’s view is an efﬁcacy signal

will take a longer period of time to generate, and the company’s capital

is better prioritised to Gaucher and Parkinson’s disease.

KEY VALUE INFLECTION POINT

Completion of the pivotal stage of its Phase III trial in Gaucher

disease expected in H1 CY2028.

Board seats

2 (including Chair)

Date of founding

2015

Date of Syncona investment

2015

Syncona capital invested

£395.5m

Number of employees

Uncalled commitment

–

Total capital raised

£590.1m

Syncona valuation

£182.2m

Key competitors

Eli Lilly

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

FLT201 – Gaucher disease

1. Established biomarker of response in Gaucher disease patients.

MOVING TOWARDS BEING ON THE MARKET

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

continued

8.1%

Of NAV

33.7%

Shareholding

Quell Therapeutics (Quell) continues to make clinical

and operational progress, announcing positive safety

and translational data from the initial safety cohort

of three patients from its lead QEL-001 programme

in liver transplantation in the year.

This data supported Quell’s subsequent decision to advance QEL-001

into the efﬁcacy cohort of its Phase I/II trial which is now underway,

with initial translational data demonstrating enhanced QEL-001

engraftment in the ﬁrst three patients of the efﬁcacy cohort.

COMPANY FOCUS

Developing engineered T-regulatory (Treg) cell therapies to treat a range

of conditions such as solid organ transplant rejection, autoimmune and

inﬂammatory diseases.

FINANCING STAGE

Raised $156 million in a syndicated Series B ﬁnancing in November 2021.

CLINICAL UPDATE

Quell presented safety data from its lead programme at the American Transplant

Congress in June 2024, demonstrating that QEL-001 was safe and well

tolerated by liver transplant patients. Further translational data was presented

at the ESGCT Annual Congress in October, demonstrating durable enrichment

of the QEL-001 CAR-Tregs in liver grafts, and at the EASL Congress in

May 2025, demonstrating enhanced engraftment of QEL-001 CAR-Tregs

after ATG conditioning. The company has advanced QEL-001 to the efﬁcacy

cohort of the LIBERATE Phase I/II trial, with three patients dosed to date.

PARTNER PROGRAMMES

In November 2024, AstraZeneca selected a candidate to progress

from the type 1 diabetes Treg cell therapy collaboration programme,

triggering a $10 million milestone payment to Quell. Post-period end

in June 2025, AstraZeneca selected a candidate to progress from the

inﬂammatory bowel disease Treg cell therapy collaboration programme,

triggering a second $10 million milestone payment to Quell.

PEOPLE UPDATE

Luke Beshar was appointed as Chair of Quell’s Board of Directors.

Luke has more than 35 years of strategic development, ﬁnancial and

transactional experience from his Board and C-suite executive roles

at several innovative, high-growth public and private companies.

KEY VALUE INFLECTION POINT

–

Interim data readout from its Phase I/II trial in liver

transplantation expected in CY2025

–

Full data readout for the Phase I/II trial in liver transplantation

expected in CY2026

Board seats

Date of founding

2019

Date of Syncona investment

2019

Syncona capital invested

£64.2m

Number of employees

c.150

Uncalled commitment

–

Total capital raised

£232.4m

Syncona valuation

£85.4m

Key competitors

Sangamo, Sonoma, GentiBio, Abata, Tr1x,

PolTreg, Tract Therapeutics, RegCell

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

QEL-001 – Liver transplant

Anaveon has previously published positive

pre-clinical data for ANV600 and Syncona believes

this pre-clinical data, combined with the clinical data

from the previous-generation compound, supports

ANV600’s anticipated clinical safety and efﬁcacy.

Anaveon will be reporting data from its Phase I dose

escalation and expansion cohorts clinical trial of

ANV600 in CY2026, which will provide further insight

into the value potential of this programme. The

company is on track to declare the recommended

Phase II dose as monotherapy and in combination

with anti-PD1 checkpoint inhibition in H2 CY2025.

COMPANY FOCUS

Clinical development of a PD-1 targeted IL-2 receptor agonist, a type

of protein that could enhance a patient’s immune system to respond

therapeutically to cancer. The company has also announced a PD-1

targeted IL-21 bispeciﬁc compound and an anti-PD-1 depleting

antibody, both currently in pre-clinical stages.

FINANCING STAGE

Raised CHF 110 million (£90 million) in a syndicated Series B ﬁnancing

in 2021.

LEAD PROGRAMME

During the period Anaveon entered the clinic with its Phase I/II trial

of ANV600.

PEOPLE UPDATE

Dieter Weinand has been appointed Chair of the Board of Directors.

Dieter is an experienced business leader in the pharmaceutical industry

and is the former Chair and CEO of Bayer Pharmaceuticals. New CMO

Richard Sachse joined in February 2025. Richard has 25 years of drug

development leadership in oncology, immunology and neurology,

across both early and late-stage development.

KEY VALUE INFLECTION POINT

Data readout from its Phase I/II trial of ANV600 expected in CY2026.

Board seats

Date of founding

2017

Date of Syncona investment

2019

Syncona capital invested

£52.4m

Number of employees

Uncalled commitment

–

Total capital raised

£114.7m

Syncona valuation

£35.6m

Key competitors

Bright Peak Therapeutics

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

ANV600 –

Range of solid tumours

CLINICAL-STAGE COMPANIES | 21.6% OF NAV

3.4%

Of NAV

36.9%

Shareholding

MOVING TOWARDS EMERGING EFFICACY DATA

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

2.4%

Of NAV

21.9%

Shareholding

iOnctura is driving its lead candidate roginolisib towards

late-stage development and we believe it can deliver

high patient impact across a broad range of indications.

Since adding this clinical-stage opportunity to Syncona’s portfolio last

year, the SIML team worked closely alongside iOnctura’s management

team to review its pipeline and explore the breadth of roginolisib’s utility,

whilst prioritising indications that can deliver the most value over the

nearest timeframe. We are pleased with the progress made in uveal

melanoma and to see the expansion of the roginolisib opportunity,

with Phase II trials initiated in non-small cell lung cancer (NSCLC) and

myeloﬁbrosis in addition to uveal melanoma. SIML believes roginolisib

has the potential to modulate an important biological pathway in cancer

with a side-effect proﬁle that will allow it to beneﬁt many patients.

COMPANY FOCUS

Developing selective cancer therapeutics against targets that play

critical roles in multiple tumour survival pathways.

FINANCING STAGE

Syncona led a €86 million (£68.4 million) Series B ﬁnancing of iOnctura

in March 2024 as part of a leading syndicate including existing investors

Merck Ventures, Inkef Capital, Schroders Capital, VI Partners and

the 3B Future Health Fund, as well as new investors the European

Innovation Council and XGEN Venture.

LEAD PROGRAMME

iOnctura’s lead programme, roginolisib, is a ﬁrst-in-class allosteric

modulator of PI3K delta (PI3K

), which has potential application across

a variety of solid tumour and haematological cancers. The company

expanded its clinical trial programme for roginolisib to non-small cell lung

cancer via a supply agreement with GSK. The company has commenced

its randomised Phase II trial in uveal melanoma, with dosing of patients

underway, and post-period end it dosed the ﬁrst patient in its Phase II trial

in NSCLC. Sites are screening patients for a Phase II trial in myeloﬁbrosis.

PIPELINE PROGRAMMES

The company has a number of clinical and pre-clinical pipeline

programmes in broader oncology indications.

KEY VALUE INFLECTION POINT

Data readout from its Phase II trial in uveal melanoma expected

in CY2026.

Board seats

Date of founding

2017

Date of Syncona investment

2024

Syncona capital invested

£25.7m

Number of employees

Uncalled commitment

–

Total capital raised

£73.0m

Syncona valuation

£25.1m

Key competitors

Ideaya Biosciences (in uveal melanoma)

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

Roginolisib –

Uveal melanoma

Roginolisib – NSCLC

and myeloﬁbrosis

IOA-289 –

Pancreatic cancer

Resolution remains the global leader in macrophage

cell therapy, having established the value of this

modality through publication of the MATCH II academic

clinical data showing efﬁcacy in patients with end-stage

liver disease. Resolution has entered the clinic and

is focused on trial execution and demonstrating the

impact that its engineered macrophage cell therapy

RTX001 can have on a severely ill patient group with

end-stage liver disease.

COMPANY FOCUS

Resolution is pioneering regenerative macrophage therapy

in inﬂammatory and ﬁbrotic diseases.

FINANCING STAGE

During the year Syncona committed £63.5 million in Series B ﬁnancing

to Resolution. Since the year end, SIML has been exploring the

possibility of syndicating some of its Series B commitment. Amidst

ongoing market challenges and following material third-party interest

from potential Series B syndicate investors, Resolution has been

partially written down by 23.6%. However, Resolution is funded to

support the early clinical development of lead programme RTX001,

and deliver data from the programme.

CLINICAL UPDATE

The complete three-year MATCH II data presented at the American

Association of the Study of Liver Disease (AASLD) in November

2024, demonstrated excellent safety and efﬁcacy of non-engineered

macrophage cell therapy in patients with advanced cirrhosis. In

parallel, pre-clinical data presented at the Keystone Symposia on

Fibrosis suggests superior anti-inﬂammatory and anti-ﬁbrotic effects

of engineered macrophages RTX001 compared to non-engineered

macrophages. Resolution is now actively recruiting patients in its

EMERALD study, a Phase I/II clinical trial of RTX001 in end-stage

liver disease, in the UK and Spain.

KEY VALUE INFLECTION POINT

Interim data readout from its Phase I/II trial in end-stage liver

disease expected in CY2026.

Board seats

Date of founding

2020

Date of Syncona investment

2018

Syncona capital invested

£68.9m

Number of employees

Uncalled commitment

£32.5m

Total capital raised

£101.4m

Syncona valuation

£55.5m

Key competitors

Carisma

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

RTX001

–

End-stage liver

disease

5.3%

Of NAV

82.6%

Shareholding

MOVING TOWARDS PUBLISHING DEFINITIVE DATA

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

continued

2.4%

Of NAV

54.3%

Shareholding

Using proprietary computational methods and

models, Mosaic discovers and develops novel

therapeutic combinations for the targeted treatment

of cancer. Mosaic’s deal with Astex to in-license assets

having extensive clinical exposure as monotherapies

has signiﬁcantly de-risked and accelerated the

company’s development path. Mosaic now expects

to start the ﬁrst clinical study of its lead drug

combination in H1 CY2026.

COMPANY FOCUS

Oncology therapeutics company using advanced computational

methods and next-generation cancer models to discover and

develop novel targeted combination medicines.

FINANCING STAGE

£22.5 million Series A announced in April 2023, led by Syncona

alongside Cambridge Innovation Capital. During the period the

ﬁnancing was extended by a further £5.7 million.

PLATFORM CAPABILITIES

Mosaic’s technology platform uses proprietary disease models and

machine learning to enable identiﬁcation of novel biological intervention

to drive responses in cancer. The company will then leverage these

insights to build a pipeline of programmes.

PEOPLE UPDATE

The company appointed Dr Barry Davies as Chief Scientiﬁc Ofﬁcer

(CSO). Barry brings over 25 years of experience in drug discovery,

including 19 years at AstraZeneca where he was most recently

Senior Director, Global Project Leader.

PIPELINE UPDATE

Post-period end, the company in-licensed two clinically experienced

targeted small molecules to enable a pipeline of biomarker deﬁned

combination programmes identiﬁed through its platform.

Board seats

2 (including CEO and Chair)

Date of founding

2020

Date of Syncona investment

2022

Syncona capital invested

£25.5m

Number of employees

Uncalled commitment

–

Total capital raised

£28.2m

Syncona valuation

£25.5m

Key competitors

IDEAYA Biosciences, Isomorphic Labs,

Recursion, Repare Therapeutics,

Tango Therapeutics

BEST

IDEAS

PRE-

CLINICAL

LATE-STAGE

CLINICAL

BLA

MOS-101 – Undisclosed

MOS-201 – Undisclosed

COMPANY FOCUS

Precision nephrology company, developing multiple locally delivered

gene therapies for the treatment of chronic renal diseases which are

currently inadequately addressed by existing treatments.

FINANCING STAGE

Purespring raised £80 million in an oversubscribed Series B ﬁnancing

in September 2024, with Syncona committing £19.9 million alongside

a leading syndicate led by Soﬁnnova Partners, in collaboration with

Gilde Healthcare, Forbion, and British Patient Capital. Proceeds will

be used to advance Purespring’s pipeline of disease modifying gene

therapies into the clinic and support the expected initiation of a Phase

I/II clinical trial in H2 CY2025 for its lead programme PS-002 targeting

IgA nephropathy (IgAN), a chronic kidney disease principally affecting

young adults.

DEVELOPMENT UPDATE

Purespring presented pre-clinical data at the American Society of

Nephrology (ASN) Kidney Week 2024, demonstrating that targeting

podocytes to modulate complement activation reduces signs of

kidney disease in animal models and is an effective therapeutic

strategy. Post-period end, Purespring was granted orphan drug

designation for its lead programme PS-002 for the treatment of

patients with primary IgAN.

PEOPLE UPDATE

Purespring has appointed Haseeb Ahmad as CEO who has over 25 years

of experience in the life science industry and a strong commercial track

record in both high-prevalence and rare diseases. Previously, Haseeb led

Novartis Europe and Novartis Gene Therapies and had numerous global

and in country leadership roles at Novartis and Merck & Co.

KEY VALUE INFLECTION POINT

Complement biomarker clinical data expected in H1 CY2027.

Board seats

2 (including Chair)

Date of founding

2020

Date of Syncona investment

2020

Syncona capital invested

£50.0m

Number of employees

Uncalled commitment

£5.0m

Total capital raised

£115.0m

Syncona valuation

£51.2m

Key competitors

Novartis, Calliditas Therapeutics, Vertex

Pharmaceuticals, Vera Therapeutics, Otsuka,

Sanoﬁ, Travere Therapeutics and Apellis

4.9%

Of NAV

41.7%

Shareholding

PRE-CLINICAL COMPANIES

14.6% OF NAV

Total additional commitment from Syncona of £9.0 million; £5.7 million

net of reduction in commitments from another syndicate member.

MOVING TOWARDS EMERGING EFFICACY DATA

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

1.9%

Of NAV

59.7%

Shareholding

COMPANY FOCUS

An opportunity to create a new generation of small molecule oral

drugs addressing diseases through modulating protein homeostasis.

FINANCING STAGE

Kesmalea Therapeutics (Kesmalea) raised £20.0 million in a Series

A ﬁnancing led by Syncona in 2022 alongside Oxford Science

Enterprises. An additional £5.0 million was raised in 2023 with

Syncona committing £4.0 million.

DEVELOPMENT UPDATE

The company progressed development of its platform SELFTAC

technology and discovery programmes, focusing on oncology and

the central nervous system.

PEOPLE UPDATE

Kesmalea has appointed Robert Johnson as CEO. Robert was

previously CEO of Adrestia Therapeutics until its acquisition by

Insmed. Prior to that, he was co-founder and Chief Business

Ofﬁcer at Afﬁnia Therapeutics.

Board seats

Date of founding

2020

Date of Syncona investment

2022

Syncona capital invested

£20.0m

Number of employees

Uncalled commitment

–

Total capital raised

£25.0m

Syncona valuation

£20.0m

Key competitors

Arvinas, Nurix, Amphista, Origami, TRIMTech

COMPANY FOCUS

Pioneering soluble bispeciﬁc T-cell receptor (TCR)-based therapies to

unlock a new class of cancer therapeutics, with a focus on frequently

expressed peptide antigens presented by HLA class II.

FINANCING STAGE

Syncona committed £16.5 million to Yellowstone Biosciences

(Yellowstone) in a Series A ﬁnancing in 2024.

PEOPLE UPDATE

The company has built out its team and is making progress on

its research plan with the next milestone being target nomination.

Board seats

Date of founding

2024

Date of Syncona investment

2024

Syncona capital invested

£16.5m

Number of employees

20+

Uncalled commitment

–

Total capital raised

£16.5m

Syncona valuation

£16.5m

Key competitors

Novartis, Calliditas, Reata, Sanoﬁ, Travere,

Omeros, Alexion, Apellis

1.6%

Of NAV

60.9%

Shareholding

COMPANY FOCUS

Developing small molecule drugs to treat endocrine and

immunological conditions.

FINANCING STAGE

OMass Therapeutics (OMass) raised £75.5 million in a Series B

ﬁnancing in April 2022, with an additional £10 million investment

from British Patient Capital announced in May 2023.

DEVELOPMENT UPDATE

OMass selected the candidate molecule for its lead MC2 programme,

a G protein-coupled receptor (GPCR) for the adrenocorticotrophic

hormone (ACTH). This will support the development of the

programme in diseases of adrenocorticotropic hormone (ACTH)

excess, including Congenital Adrenal Hyperplasia (CAH) and

ACTH-dependent Cushing’s Syndrome.

KEY VALUE INFLECTION POINT

Data from Phase I trial of MC2 programme expected in H1 CY2026.

Board seats

Date of founding

2016

Date of Syncona investment

2018

Syncona capital invested

£41.4m

Number of employees

Uncalled commitment

–

Total capital raised

£128.5m

Syncona valuation

£49.7m

Key competitors

Crinetics, Neurocrine

4.7%

Of NAV

29%

Shareholding

MOVING TOWARDS EMERGING EFFICACY DATA

MOVING TOWARDS OPERATIONAL BUILD

MOVING TOWARDS EMERGING EFFICACY DATA

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

Portfolio review

continued

Syncona has £50.4 million of value in investments and milestone

payments, which are non-core and provide optionality to deliver

returns for its shareholders. The assets held within the Company’s

investments are Achilles Therapeutics (Achilles), Century, CRT

Pioneer Fund, and Biomodal (formerly Cambridge Epigenetix),

alongside the discounted value of potential milestone payments

following the sale of Neogene and Clade, with Syncona receiving

£6.1 million post-period end from the successful delivery of three

Neogene milestones.

During the period Achilles announced that it would be discontinuing

its lead programme, closing its clinical trials and will undertake a

voluntary liquidation and return capital to shareholders. Syncona has

been engaging with the company on routes to maximise value and

is supportive of the actions taken by the leadership team as the best

path forward for the company. Based on information available we

expect Syncona to receive between £12.4–13.8 million from this

return of capital.

During the period, Clade was acquired by Century Therapeutics

(Century) for up to $45.0 million (£35.9 million), with upfront

consideration to Syncona of $9.3 million (£7.4 million). Following

completion of the acquisition Syncona holds its shares in Century

within its investment portfolio. Syncona’s investment in Biomodal

was written down by £15.0 million, reﬂecting the anticipated value

of a future ﬁnancing round.

0.5%

Of NAV

100%

Shareholding

COMPANY FOCUS

Slingshot Therapeutics, the Syncona Accelerator (Slingshot) is focused

on accumulating and accelerating a pipeline of exceptional academic

science towards clinical development.

FINANCING STAGE

Syncona has provided Slingshot with an initial commitment of £12.5

million, which will be used to support the development of its ﬁrst

programme, Apini, as well as Slingshot’s operational build and platform

development. Slingshot has been added to the strategic portfolio in the

ﬁnancial year. Post-period end, Northern Gritstone committed to invest

£1.8 million into Apini, becoming the programme’s ﬁrst co-investor.

Apini’s funding from Northern Gritstone and Syncona will be delivered

over three tranches tied to company milestones, with the overall

commitment unchanged in value.

PEOPLE UPDATE

SIML Executive Partner Richard Wooster has joined Slingshot as

the company’s founding CSO and a Director, working alongside SIML

Managing Partner Edward Hodgkin who will act as Executive Chair.

SIML’s CFO, Kate Butler has joined Slingshot’s Board of Directors.

Additional appointments have been made to support Slingshot’s

operations and the development of its pipeline, including the

appointment of Ed Savory as Head of Chemistry, post-period end.

Board seats

Date of founding

2024

Date of Syncona investment

2024

Syncona capital invested

£5.6m

Number of employees

Uncalled commitment

£6.9m

Total capital raised

£12.8m

Syncona valuation

£5.6m

Key competitors

N/A

COMPANY FOCUS

Pioneering best-in-class therapeutics aiming to protect cardiomyocytes

(heart cells) to revolutionise the treatment of heart attacks.

FINANCING STAGE

Syncona committed to a Series A ﬁnancing in March 2024. Syncona’s

total commitment in the Series A is £20.0 million, with Forceﬁeld

attracting a further £10.0 million Series A commitment from Roche

Venture Fund which resulted in a write up of £2.4 million, a 37.6%

uplift to Syncona’s 31 March 2024 holding value of the company.

Board seats

3 (including CEO)

Date of founding

2022

Date of Syncona investment

2022

Syncona capital invested

£8.2m

Number of employees

Uncalled commitment

£17.3m

Total capital raised

£35.5m

Syncona valuation

£10.6m

Key competitors

AstraZeneca, Faraday Pharma, Novo Nordisk

1.0%

Of NAV

49.6%

Shareholding

SYNCONA INVESTMENTS AND MILESTONE PAYMENTS | 4.7% OF NAV

MOVING TOWARDS EMERGING EFFICACY DATA

MOVING TOWARDS OPERATIONAL BUILD

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

PORTFOLIO MILESTONES DELIVERY SINCE INTRODUCTION OF NAV GROWTH FRAMEWORK

Strategic life

science portfolio

company

Milestone

Milestone type

Expected

Status

Autolus

Further long-term follow up data from its pivotal study in obe-cel in adult r/r B-ALL

Capital access milestone

H2 CY2023

Delivered

BLA submission for obe-cel to the FDA

Capital access milestone

H2 CY2023

Delivered

Initiate a Phase I study of obe-cel in refractory SLE, extending the use

of obe-cel into autoimmune diseases

Capital access milestone

H1 CY2024

Delivered

Initial data from Phase I trial in SLE

Capital access milestone

H1 CY2025

(updated from

H2 CY2024)

Delivered

Commence the US commercial launch of obe-cel, dependent on anticipated

FDA regulatory approval in November

Capital access milestone

H2 CY2024

Delivered

Achilles

Provide further data from its Phase I/IIa clinical trial in NSCLC

Capital access milestone

Q1 CY2024

Delivered in Q2 CY2024

Provide further data from its Phase I/IIa clinical trial in melanoma

Capital access milestone

Q1 CY2024

Delivered in Q2 CY2024

Quell

Complete dosing of the safety cohort in its Phase I/II trial in liver transplantation

Capital access milestone

H2 CY2023

Delivered in H1 CY2024

Initial safety data in Phase I/II trial in liver transplantation

Capital access milestone

H1 CY2024

Delivered

Beacon

Publish 12-month data from its Phase II trial in XLRP

Capital access milestone

H1 CY2024

Delivered

Initiate its Phase II/III trial in XLRP

Capital access milestone

H1 CY2024

Delivered

Publish 24-month data from its Phase II SKYLINE trial in XLRP

Key value inﬂection point

H1 CY2024

Delivered

Three-month data readout from the Phase II DAWN trial in XLRP

Moved from capital access

milestone to key value

inﬂection point

H2 CY2024

(updated from

CY2025)

Delivered

Six-month data readout from the Phase II DAWN trial in XLRP

Capital access milestone

H1 CY2025

Delivered

Spur

Release of additional data from its Phase I/II trial in Gaucher disease

Capital access milestone

CY2024

Delivered

Initial safety readout in higher dose cohort from its Phase I/II trial in AMN

Capital access milestone

H1 CY2025

(updated from

H1 CY2024)

Delivered

Data readout from its Phase I/II trial in Gaucher disease

Key value inﬂection point

H2 CY2024

Delivered

Select development candidate for GBA1 Parkinson’s disease programme

Capital access milestone

H2 CY2024

Delivered

Additional data readout from its Phase I/II trial in Gaucher disease

Capital access milestone

H1 CY2025

Delivered

Anaveon

Publish initial data from its Phase I/II trial of ANV419 in metastatic melanoma

Capital access milestone

H2 CY2024

ANV419 programme

deprioritised

Initiation of Phase I/II trial of ANV600

Capital access milestone

H2 CY2024

Delivered

iOnctura

Initiation of Phase II trial in uveal melanoma

Capital access milestone

H1 CY2025

(updated from

H2 CY2024)

Delivered in Q1 CY2025

Resolution

Initiation of Phase I/II trial in end-stage liver disease

Capital access milestone

H1 CY2025

(updated from

H2 CY2024)

Delivered

ROEL BULTHUIS

MANAGING PARTNER AND HEAD OF INVESTMENTS, SIML

18 June 2025

CAPITAL ACCESS MILESTONES

AND KEY VALUE INFLECTION POINTS

SIML is focused on driving its companies to late-stage clinical

development, where it believes signiﬁcant value can be accessed.

As Syncona’s portfolio matures and scales, there are opportunities

to deliver milestones that primarily drive access to capital (capital

access milestones), and milestones that have the potential to drive

signiﬁcant NAV growth, through M&A and liquidity events (key value

inﬂection points).

A capital access milestone is a de-risking event for a portfolio

company that is expected to enable access to capital, which

underpins progression towards a company’s next milestone.

It is less likely that a capital access milestone will drive signiﬁcant

NAV growth for Syncona, for example by increasing the possibility

of a realisation event, such as M&A.

A key value inﬂection point is a material de-risking event for a portfolio

company that has the potential to drive signiﬁcant NAV growth for

Syncona, for example by increasing the possibility of a realisation

event, such as M&A. These milestones can also enable companies

to access signiﬁcant capital including through ﬁnancings and IPOs,

which may take place at valuation uplifts and underpin progression

to a subsequent key value inﬂection point which has the potential

to drive greater value. M&A or capital access is unlikely to occur

immediately following a key value inﬂection point.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

“In our work with

portfolio companies,

we have continued to

see strong engagement

from their leadership

teams and reporting of

a high standard on key

sustainability matters.”

ANNABEL CLARK

HEAD OF CORPORATE

AFFAIRS AND ESG, SIML

READ MORE: SYNCONALTD.COM/SUSTAINABILITY

ESG review

Sustainable

impact

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

OUR SOCIAL IMPACT

We aim to have a profound social impact by building companies

that deliver transformational treatments to patients in areas of high

unmet need. These companies also support the UK life science

sector, providing jobs and developing the next generation of industry

practitioners. Our charitable commitment to The Syncona Foundation

allows us to support patients, their families and research institutions

beyond our core activities.

RESPONSIBLE INVESTOR AND PARTNER

Sustainability is integrated across our investment process and portfolio

management. We incorporate ESG issues into investment analysis and

decision-making processes. We aim to help our companies mitigate

negative impacts and enhance their positive impacts, and particularly

to set the right culture, values and processes to help these businesses

to follow a sustainable path over the long term. We support our

portfolio companies to establish guiding principles and policies for

sustainability and ask them to report back to us on their progress.

RESPONSIBLE AND ETHICAL BUSINESS

We are committed to a strong governance framework which helps

to support our business operations and mitigate risk. Sustainability

is integrated into the work of committees of the Board as well as

within the work of the different functions within the SIML team. We

understand the important role of reporting against globally recognised

reporting frameworks to underline our commitment to sustainability.

We also recognise the importance of reporting on our environmental

impact and are transparent in our emissions reporting at a Company

and portfolio level.

INSPIRING AND EMPOWERING OUR PEOPLE

The SIML team is a key differentiator. It provides the specialised

expertise that underpins our strategy and drives its implementation.

The SIML team has a culture where people feel they are empowered

in their roles and supported in their career development. Both Syncona

and SIML recognise the importance of a diverse workplace and SIML

has aligned its people strategy with a D&I Framework.

Delivering a positive and sustainable impact is at the heart of what we do at Syncona and we

are motivated every day by our purpose. The sustainability issues which are most material to

the business underpin our Sustainability Policy which focuses on four key pillars outlined below.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

ESG review

continued

450+

Patients dosed in clinical trials by Syncona

companies since first Syncona investment

Strategic portfolio companies provided

sustainability reporting to Syncona

No.2

In the FTSE 250 for companies with the

highest female representation in leadership

ESG training sessions this year

“Acting as a responsible organisation

and advancing our sustainability agenda

is integral to how we do business.”

ANNABEL CLARK

HEAD OF CORPORATE AFFAIRS AND ESG, SIML

MATURITY

IMPACT ON

PATIENT

QUALITY OF

LIFE

ADDRESSABLE

PATIENT

NUMBERS

(PREVALENCE

)

PATIENT

IMPACT

FACTORS

CATEGORY

LEADING

PLATFORM

PROXIMITY TO

REGULATORY

FILING

AVAILABILITY

OF EXISTING

TREATMENTS

LIFE

THREATENING

CURATIVE

POTENTIAL

Patient impact is a core part

of our investment and portfolio

management processes.

1. The number of existing cases of a disease.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

OVERVIEW OF PROGRESS IN THE YEAR

In 2020, Syncona established a robust but tailored approach to

managing sustainability across our business and portfolio that we

strongly felt aligned with the Company’s purpose and strategy.

We have sought continual improvement since then and at SIML,

we are pleased with the progress we have continued to make as

we have executed against our four sustainability pillars this year.

We are particularly pleased with the response from our portfolio

companies as we have engaged them on our sustainability agenda.

It is also fantastic to have made progress with our patient impact

framework, which is designed to help our shareholders and broader

stakeholders quantify the potential impact of the therapies that our

portfolio companies are developing.

OUR SOCIAL IMPACT

Syncona’s social impact continues to be wide-reaching, through the

work we do with our portfolio companies and the impact they can

have on patients and their families but also through our impact on

the growing life science ecosystem.

The patient impact framework that we unveiled in last year’s

Sustainability Report has evolved over the year and for the ﬁrst time,

we have integrated the framework into our portfolio management and

analysis. The next step is for the SIML investment team to leverage the

framework in its broader investment activity. We have demonstrated

how the framework is applied, through one of our late-stage companies,

Beacon Therapeutics, which is progressing the development of a

therapy for a devastating blinding condition, on page 11 of our

Sustainability Report.

Through our work with our portfolio companies, we make a signiﬁcant

contribution to the life sciences ecosystem but the SIML team also

ensures that we contribute to industry conferences, engagements

and events, providing expert insight and views where we can.

The Syncona Foundation has also had a fantastic year and remains

very important to the SIML team. Tom Henderson, the Foundation’s

Trustee, talks more about the Foundation’s mission and impact in

his letter in the Sustainability Report.

RESPONSIBLE INVESTOR AND PARTNER

We are delighted to see record engagement with our sustainability

process from across the portfolio this year with all 14 of our strategic

portfolio companies reporting to Syncona on our key sustainability

pillars. We recognise the work it takes from our companies to both

engage with our key focus areas and also provide the information to

us. It is an important part of our ongoing portfolio management and

we are delighted to see so many companies in the portfolio making

progress on key areas.

INSPIRING AND EMPOWERING OUR PEOPLE

There has been signiﬁcant work undertaken on all aspects of people

management this year. Notably, the SIML team has worked together

to reﬁne a new set of corporate values, which are becoming embedded

in all our processes and activities and have been widely embraced by

the SIML team.

RESPONSIBLE AND ETHICAL BUSINESS

Syncona continues to have in place a robust set of policies, internal

controls and management processes covering all areas of our business

in order to operate responsibly and ethically. The SIML team has

undertaken ESG training this year and we will conduct further sessions

on an ongoing basis. We are also pleased to have shared our net zero

target with the portfolio companies and look forward to reporting on

future progress towards this.

There has been brilliant progress on all fronts. Acting as a responsible

organisation and advancing our sustainability agenda is integral to how we

do business. The Sustainability Committee works hard to stay up to speed

on key issues which impact Syncona and the portfolio, focusing on where

we can really make a difference. At the core of our approach, though, is

the impact we can have on society and this remains an important driver

for the team and all our stakeholders as we look to FY2025/6.

ANNABEL CLARK

HEAD OF CORPORATE AFFAIRS AND ESG, SIML

18 June 2025

STANDARDS OF CONDUCT AND BEHAVIOUR

Syncona has in place a robust set of policies, internal controls and

management processes covering all of the areas for our business to

operate responsibly and ethically. Many of these primarily apply to

SIML, our subsidiary that manages Syncona and employs the team.

SIML is an investment manager regulated by the Financial Conduct

Authority, and so is also subject to the FCA’s compliance

requirements, including the Conduct Rules that apply to employees.

Our key policies are:

–

Anti-fraud, bribery and corruption policy

–

Political and charitable contributions

–

Gifts and inducements

–

Financial crime and anti-money laundering

–

Conﬂicts of interest

–

Inside information

– Sustainability

–

Health and safety

–

Modern slavery and ethical procurement

–

Data protection and information security

–

Approach to taxation

– Whistleblowing

Training is provided to all employees each year, and to new joiners,

through a mixture of in person training and online resources, to

ensure they are familiar with the obligations and requirements that

apply to them.

FURTHER DETAIL ON EACH OF THE KEY POLICIES IS PROVIDED

IN OUR SUSTAINABILITY REPORT AVAILABLE ON OUR WEBSITE:

SYNCONALTD.COM/SUSTAINABILITY

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

People and culture review

“A focused team with

an established and

robust operating model,

committed to our mission.”

HARRIET GOWER ISAAC

CHIEF PEOPLE OFFICER, SIML

our values-led

team

STRATEGIC REPORT

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Executive Partner group

Provides strategic guidance and

operational support to portfolio

companies, leveraging deep industry

expertise to help businesses scale,

navigate challenges and drive value.

Senior investment team

Manages Syncona’s portfolio,

funding and developing life science

companies, ensuring alignment

with long-term investment goals,

and driving growth.

Investment Committee

Oversees capital allocation

decisions, evaluates investment

opportunities, and ensures rigorous

due diligence, balancing risk

and return to optimise Syncona’s

portfolio and maximise value.

Leadership Team

Is responsible for the operational

delivery of Syncona’s strategy,

and oversees ﬁnancial and

operational performance as well

as implementing SIML’s culture.

SIML has a strong culture and a clear set of values. Over the last three years, we have

expanded our senior investment team and have established a robust operating model

which incorporates a wide range of expertise including operational, clinical, regulatory

and ﬁnance. We believe these skill sets combined with our senior investors underpin

a robust investment process and enable impactful portfolio management.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

“Our refreshed values reflect who

we are today. We have a strong

culture, are aligned as a team

and are ready for what’s next.”

HARRIET GOWER ISAAC

CHIEF PEOPLE OFFICER, SIML

INSPIRING AND EMPOWERING OUR PEOPLE

At SIML, our people are our most important differentiator. They use

their unique expertise to ﬁnd and build innovative biotech companies,

whilst providing the operational, clinical and regulatory expertise necessary

to support our portfolio companies through the development cycle.

We are deeply committed to creating an environment where all

employees feel empowered, valued and supported in their personal

and professional development. Our people strategy is fully aligned

with our Diversity & Inclusion Framework, ensuring that we nurture

a workplace that is inclusive, equitable and forward-thinking.

LAUNCH OF THE NEW VALUES

A major milestone in our cultural journey this year was the refreshing

of our company values. Through workshops and focus groups, every

team member had the chance to contribute. The result is a set of ﬁve

aspirational values that reﬂect who we are and where we are going.

These values are now embedded into performance management,

recognition programmes and daily decision-making.

As we move into next year, we are excited to build on this foundation.

By continuing to invest in our people, champion inclusion and live our

values every day, we are creating a thriving, purpose-led culture that

empowers everyone to succeed.

DEVELOPMENT AND GROWTH

Development and growth are key pillars of the employee experience

at SIML. Our 2024 employee engagement survey revealed strong

increases in areas such as Leadership, Company Conﬁdence and

Communication – signs that our people feel heard and supported.

People and culture review

continued

SIML’S OPERATING MODEL

Senior investment team

Executive

Partner group

Provides expert advice

and supports operational

implementation through

taking key actions in

the portfolio

MANAGING PARTNERS

– Lead the investment team

– Utilise own networks to bring opportunities to Syncona

– Provide operational expertise to support deal decisions

INVESTMENT COMMITTEE

PARTNERS

– Utilise own networks to bring opportunities to Syncona

– Lead deal teams during investment process, supported

by the investment team

Leadership Team

Incorporates experience

from across the business

and is responsible

for the operational delivery

of Syncona’s strategy as

well as implementing

its culture

INVESTMENT TEAM

– Actively networks to identify investment opportunities

– Delivers new investments as part of deal teams

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

COMMITTING TO AN INCLUSIVE,

VALUES-LED CULTURE

DIVERSITY ACROSS SYNCONA

SYNCONA LIMITED BOARD

31 MARCH 2025

SIML LEADERSHIP TEAM

31 MARCH 2025

SIML BOARD

31 MARCH 2025

Our diverse expertise, rigorous debate, trust and

mutual respect drive superior outcomes. We take

collective responsibility for our mission

We create an environment in which people thrive

We don’t just talk – we do. With resilience, tenacity and

a relentless focus on execution, we push boundaries

and take on challenges others shy away from

We reject a hundred good ideas to ﬁnd the one great

one, and we follow through with unwavering

commitment

Our deep curiosity, creativity and courage drive us

to build companies that transform lives

We make connections that matter – between ideas,

people and capital – to create groundbreaking impact

We value not just success, but how we achieve it

We honour our commitments and do this work not

because it’s easy but because it matters and few can

We are entrepreneurs and pioneers. Our intellectual

honesty and openness to new insights push us to

set new standards

We seek and create novel solutions, knowing that

breakthroughs come from those willing to explore

BOLD

ACTION

ONE

TEAM

MISSION

DRIVEN

WINNING

WITH

INTEGRITY

RELENTLESS

CURIOSITY

Based on this feedback, we expanded our development offerings,

launching the Syncona Leadership Academy, a range of programmes

designed to enhance skills across diverse areas. Some programmes

are led by our talented team, while others feature top industry

professionals to ensure we offer the best possible learning experience.

BUILDING ON OUR INCLUSIVE, FAMILY-FRIENDLY CULTURE

At the heart of our culture is a deep commitment to supporting families.

We believe that when people are empowered to thrive at home,

they bring their best to work. Our family-friendly policies are not just

a reﬂection of our values, they are a key differentiator in our industry

and a driver of strong performance. They help us attract and retain top

talent, support gender equity and create a more inclusive culture.

We want to support our people to grow their careers alongside their

families and are actively enabling more parents to thrive in leadership

roles. Our enhanced leave policies provide greater ﬂexibility and

ﬁnancial security for parents, reinforcing our commitment to gender-

balanced leadership and long-term inclusion. These policies are

directly linked to our broader efforts to build a more diverse and

high-performing leadership pipeline.

WOMEN IN LEADERSHIP

We are proud to be recognised in the FTSE Women Leaders Review,

ranking #1 in the ﬁnancial services sector. We are active members

of Level 20 network, an organisation established to increase female

representation in leadership in private equity and venture capital.

39% of the investment team are women, including two Partners.

More detail on how we support our people can be found in our

Sustainability Report.

HARRIET GOWER ISAAC

CHIEF PEOPLE OFFICER, SIML

18 June 2025

SIML TEAM

31 MARCH 2025

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

People and culture review

continued

SIML INVESTMENT COMMITTEE

Driving capital allocation decisions across the portfolio.

CHRIS HOLLOWOOD

CHIEF EXECUTIVE OFFICER

Chris has been CEO of SIML since January

2023, having previously held the role of Chief

Investment Ofﬁcer, where he was instrumental

in the foundation and development of multiple

Syncona portfolio companies, including notable

portfolio exits such as Nightstar and

Gyroscope. Previously, Chris was a partner of

Apposite Capital LLP, a venture and growth

capital healthcare investment company. Chris

holds a degree in Natural Sciences and a PhD

in Organic Chemistry, both from the University

of Cambridge.

Portfolio company afﬁliation

–

Spur Therapeutics (Chair)

–

Beacon Therapeutics (Board member)

–

Yellowstone Biosciences (Board member)

ROEL BULTHUIS

MANAGING PARTNER AND HEAD OF INVESTMENTS

KENNETH GALBRAITH

CHAIR OF SIML AND EXECUTIVE PARTNER

Roel manages the investment team and utilises

more than 20 years of life science venture capital,

business development and investment banking

experience to help Syncona deliver value through

the investment cycle. Roel joined SIML from Inkef

Capital, an Amsterdam-based venture capital ﬁrm

focused on life science investments. As Managing

Partner and head of healthcare, he led the ﬁrm’s

growth into a leading European healthcare VC

platform. Before this he served as SVP and

Managing Director of Merck Group’s M-Ventures for

almost 10 years, where he played an instrumental

role in creating the business and building it into

a leading corporate venture capital fund.

Portfolio company afﬁliation

–

iOnctura (Board member)

–

Anaveon (Board member)

–

Resolution Therapeutics (Observer)

Ken brings almost 35 years of experience in

biotechnology and venture capital. He has worked

as a CEO, CFO, Executive Chair, director, investor

and adviser across North America in the growth of

both private and NASDAQ-listed companies from

an early stage through commercialisation. Ken has

a decade of experience in the management of

venture capital funds and new company formation.

Ken began his career in 1987 as Chief Financial

Ofﬁcer at QLT, Canada’s ﬁrst biotechnology

company and the ﬁrst non-US biotech company

to list on NASDAQ, where he was instrumental

in growing the company to over 500 employees,

gaining market approvals for several new

medicines and achieving peak market capitalisation

of $5 billion at the time of his departure in 2000.

Portfolio company afﬁliation

– None

EDWARD HODGKIN

MANAGING PARTNER

Edward is heavily involved in the creation

of new businesses and fulﬁls executive

roles within those companies to make

them operational. He has previously

acted as CEO of Autolus and Resolution,

and is currently the Chair of Mosaic.

Portfolio company afﬁliation

–

Mosaic Therapeutics (Chair)

–

Slingshot Therapeutics (Chair)

–

OMass Therapeutics (Board member)

–

Resolution Therapeutics (Board member)

ELISA PETRIS

PARTNER

Elisa is closely involved in supporting Syncona’s

investment process in the creation of new

businesses and has taken on operational roles

across several Syncona portfolio companies.

She has been closely involved in the foundation

of current and former portfolio companies

including Quell, Blue Earth and Beacon, including

in their operational and strategic set-up.

Portfolio company afﬁliation

–

Beacon Therapeutics (Board member)

–

Forceﬁeld Therapeutics (Board member)

–

Quell Therapeutics (Board member)

MAGDALENA JONIKAS

PARTNER

Magdalena is involved in sourcing and

investing in new, exciting companies as

well as working closely alongside the existing

portfolio. She was closely involved in

the sourcing and strategic development

of Kesmalea, Mosaic and OMass.

Portfolio company afﬁliation

–

Mosaic Therapeutics (CEO)

–

Kesmalea Therapeutics (Board member)

–

OMass Therapeutics (Board member)

SIML SENIOR INVESTMENT TEAM

An experienced team of industry experts.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Board seats at

portfolio companies

JOHN TSAI

EXECUTIVE PARTNER

Experienced clinical leader and former

CMO of Novartis.

Portfolio company afﬁliation

–

Forceﬁeld Therapeutics (CEO)

–

Purespring Therapeutics (Chair)

–

Spur Therapeutics (Board member)

KATE BUTLER

CHIEF FINANCIAL OFFICER

An experienced ﬁnancial leader with

wealth of experience in life sciences.

Portfolio company afﬁliation

–

Slingshot Therapeutics (Board member)

ANNABEL CLARK

HEAD OF CORPORATE

AFFAIRS AND ESG

Experienced across investor relations,

communications and ESG.

MARC PERKINS

GENERAL COUNSEL

A strategic corporate lawyer with

signiﬁcant transactional experience.

HARRIET GOWER ISAAC

CHIEF PEOPLE OFFICER

Experienced HR leader with signiﬁcant

pharma experience.

HITESH THAKRAR

EXECUTIVE PARTNER

Former life sciences fund manager

with signiﬁcant asset allocation

and public equities experience.

Portfolio company afﬁliation

–

None

RICHARD WOOSTER

EXECUTIVE PARTNER

Experienced in creating drug discovery

strategies and leading discovery teams.

Portfolio company afﬁliation

–

Slingshot Therapeutics (Board member)

–

Kesmalea Therapeutics (Board member)

SIML EXECUTIVE PARTNER GROUP

A multi-disciplinary team of industry experts.

SIML CORPORATE LEADERSHIP

An expert team of cross-functional leaders.

Leadership Team

Executive Partner group

Our Executive Partner group provides a range of expertise across commercial, clinical

and regulatory strategy to support our portfolio companies as they move through the

development cycle, helping to mitigate risk and enable course correction when issues arise.

Our Executive Partners work closely alongside management teams across the portfolio

as well as taking on Board and executive leadership positions.

Incorporates experience from across the business and is responsible for the

operational delivery of Syncona’s strategy as well as implementing its culture.

Portfolio companies where we

currently hold operational roles

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

SYNCONA INVESTMENT MANAGEMENT LIMITED

SECR disclosure

Considering our

environmental impact

The Companies (Directors’ Report) and Limited Liability Partnerships

(Energy and Carbon Report) Regulations 2018 have implemented the

United Kingdom (UK) Government’s policy on Streamlined Energy and

Carbon Reporting (SECR). This regulation, which came into effect for

reporting periods beginning on or after 1 April 2019, requires large

unquoted companies that have consumed more than 40,000 kilowatt-

hours (kWh) of energy in the UK during the reporting period, to include

energy and carbon information within their directors’ report.

As deﬁned in sections 465 and 466 of the Companies Act 2006, the

qualifying conditions of a “large” company are met by a company or LLP

in a year in which it satisﬁes two or more of the following requirements:

–

Turnover of £36 million or more

–

Balance sheet total £18 million or more

–

Number of employees 250 or more

Although Syncona does not meet the qualifying criteria detailed above

for mandatory SECR reporting, we recognise the importance of

transparent emissions reporting and acknowledge the environmental

impact of our operations. Continual monitoring and reporting of

emissions will allow the organisation to identify key emissions hotspots

and reduce these in line with our published net zero targets.

OUR DIRECT FOOTPRINT

Given the relatively small nature of our operations, with one primary

ofﬁce location and 42 employees, our environmental impacts are

relatively low. Our clearest direct impact (Scope 1 and 2) comes

from the energy we use at our headquarters, where the electricity

is provided from renewable energy. Our ofﬁce space also has a

‘zero to landﬁll’ waste policy (Scope 3).

METHODOLOGY FOR SECR REPORTING AND PERFORMANCE

We have employed the services of a specialist adviser, Simply

Sustainable, to quantify the greenhouse gas (GHG) emissions

associated with the Company’s emissions for FY2024/5.

This year we have calculated our environmental impact across Scope

1, 2 and 3 (selected categories) emission sources in alignment with

SECR reporting requirements. Our total market-based emissions are

138 tCO

e. On a location basis, our emissions are 151 tCO

e. This is

a 70% decrease from 2024, mostly driven by a reduction in business

travel, particularly business ﬂights. Emissions relating to business travel

(ﬂights) have decreased by 84% compared to last year. This was due

to a reduction in long-haul and short-haul ﬂights with fewer people

attending international business meetings.

The methodology used to calculate the GHG emissions is in

accordance with the requirements of the following standards:

–

World Resources Institute (WRI) Greenhouse Gas (GHG) Protocol

(revised version)

–

Department for Environment Food and Rural Affairs (Defra)

Environmental Reporting Guidelines: Including Streamlined Energy

and Carbon Reporting requirements (March 2019)

–

UK ofﬁce emissions have been calculated using the Defra 2024

issue of the conversion factor repository

–

The operational control approach was used to deﬁne Syncona’s

organisational boundary, being consistent with previous SECR

reporting and aligning with Syncona’s signiﬁcant business activities

INTENSITY RATIO

As well as reporting its absolute emissions, the Company also follows

the SECR requirement of reporting its emissions through the publishing

of an intensity metric. In doing so, it reports a metric of tonnes of CO

per full time employee. This is the most appropriate metric given

that the majority of emissions result from the operations of Syncona

Investment Management Limited and the day-to-day activities of its

employees. The employee intensity metric has been calculated from

the emissions for Scope 1, 2 and 3 to give a ratio per employee

covering all of Syncona’s activities. For FY2024/5 this amounted to

3.2 tonnes of CO

e per employee using a location-based approach.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

This compares to the FY2023/4 ﬁgure of 13.3 tonnes of CO

e per

employee. This decrease in the intensity ratio, as with our total

emissions, primarily reﬂects the decrease in business travel in the year.

EFFICIENCY INITIATIVES

In the period 1 April 2024 to 31 March 2025, Syncona continued

to procure 100% renewable energy for its ofﬁce. Syncona reduced

business travel emissions by limiting long-haul trips, cutting short-haul

commuting and transitioning to international rail travel over ﬂights.

ONGOING COMMITMENT TO STRONG

ENVIRONMENTAL REPORTING

In FY2022/3, Syncona published the full portfolio’s carbon footprint

for the ﬁrst time. Since then we have been focused on increasing the

number of portfolio companies that provide data as part of the project

and are pleased to report all 14 strategic portfolio companies provided

data for FY2024/5. This demonstrates Syncona’s strong commitment

to transparent environmental reporting and we will continue to work

closely with our portfolio companies on this.

Additionally, at the start of FY2024/5, Syncona published its ﬁrst interim

net zero target as a signatory to the Net Zero Asset Managers (NZAM)

initiative. This target was approved by NZAM and we have since been

focused on working with our portfolio to reduce their emissions, as this

is where we can have the greatest impact. Further detail on our net

zero target and our progress in this area can be found on pages 29

and 30 of our Sustainability Report, available on our website.

OFFSETTING OUR CARBON EMISSIONS

Syncona has continued its programme of purchasing

carbon credits to offset the direct emissions resulting

from the Company’s operations. It has purchased

carbon credits for the FY2024/5 reporting year

through purchasing offsets from the Forestal el

Arriero project.

This project supports carbon emissions removal

through afforestation and is registered under

Verra’s Veriﬁed Carbon Standard (VCS) – the

world’s most widely used greenhouse gas (GHG)

crediting programme. Moving forward we intend

to continue to review best practice in using carbon

credits to align with our net zero aspiration.

EMISSIONS AND ENERGY USAGE

Energy and carbon disclosures for reporting period

1 April 2024 – 31 March 2025:

Emissions source

Global emissions tCO

Percentage

change (%)

2024

2025

Scope 1

Natural gas

0.9

3.8

304%

Total Scope 1

0.9

3.8

304%

Scope 2

Electricity

(market-based)

–

Electricity

(location-based)

12.6

12.2

-3%

Total Scope 2 (market-based)

–

Scope 3

Fuel and energy

related activities

4.3

4.6

Waste

0.1

-22%

Business travel

481.2

105.9

-78%

Employee

commuting

5.8

24.0

133%

Total Scope 3

491.4

134.6

-73%

Total (market-based)

492.3

138.4

-72%

Total (location-based)

504.9

150.6

-70%

Total energy usage (kWh)

65,818.8

93,922.4

43%

Normaliser

tCO

e per FTE

13.3

3.2

-76%

Energy reporting includes kWh from Scope 1, Scope 2 and Scope 3 employee cars

only (as required by the SECR regulation).

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

TCFD report

OUR APPROACH TO CLIMATE-RELATED FINANCIAL DISCLOSURES

Syncona acknowledges that climate change poses systemic risks to

economies and societies. We align with the 2015 Paris Agreement goal of

limiting global temperature increases to 1.5 degrees Celsius by the end of

the century, recognising the scientiﬁc consensus that achieving this target

requires net zero CO

emissions by 2050. As an investment company, we

have a portfolio of leading life science companies focused on delivering

transformational treatments for patients in areas of high unmet need. As

a result, we are indirectly exposed to both transition and physical risks

through our portfolio companies and investments. However, we may also

beneﬁt from opportunities associated with the transition to a low-carbon

economy, where portfolio companies can leverage emerging trends.

As a listed closed-ended investment fund, Syncona is exempt from

mandatory climate-related ﬁnancial disclosures under UK Listing Rules

11.4.22R and 11.4.23R, which remove the requirement to comply with

certain corporate reporting obligations, including those aligned with the

TCFD framework. We have chosen to voluntarily provide climate-related

ﬁnancial disclosures aligned with TCFD recommendations to demonstrate

our commitment to addressing climate-related issues and in

acknowledgement of their importance to our stakeholders. While we do

not classify climate change as a principal risk for our business, we remain

committed to enhancing our climate risk assessments as part of our

ongoing sustainability efforts. To ensure we remain resilient to climate-

related risks, we will continue to monitor developments and reﬁne our

approach, including annually reviewing our climate-related risks and

opportunities and considering any changes to our material or emerging

risks and opportunities. Additionally, we will review our scenario analysis

periodically, conducting a new assessment should any material changes

occur within our portfolio or should new climate science be published.

Syncona has been actively assessing sustainability risks and

opportunities since 2020, making certain that climate-related factors

are integrated into our broader sustainability strategy. In 2020,

we conducted a comprehensive materiality review to identify the

sustainability issues most material to our business, including

environmental impacts and disclosure (see the materiality matrix on

page 6 of our Sustainability Report). This assessment followed Global

Reporting Initiative (GRI) guidance, considering both the impact

of sustainability-related issues on Syncona and its portfolio and

the importance of these issues to our stakeholders. Since then, we

have reviewed this assessment annually to reﬂect evolving risks and

opportunities. As part of this process, in FY2021/2, we conducted

a climate scenario analysis to evaluate physical and transition risks

that could affect our business. The ﬁndings were incorporated into

our sustainability issues matrix, ensuring that climate-related risks

were assessed alongside broader sustainability considerations.

This year, we have reviewed and updated this scenario analysis, adding

an additional layer to include a focus on three portfolio companies that we

believe are potentially most exposed to climate-related risks – Autolus,

Beacon and Spur. By taking this targeted approach, we are conﬁdent that

Syncona’s exposure to climate-related risks is monitored effectively and that

any changes in risk exposure can be identiﬁed and managed accordingly.

Syncona had its ﬁrst net zero target accepted by the Net Zero Asset

Managers (NZAM) initiative during the year, underscoring our commitment

to supporting the transition to a low-carbon economy. We have also been

a signatory to the Principles for Responsible Investment (PRI) for over a

year and have submitted two reporting questionnaires during this period.

As a signatory, Syncona is committed to ongoing annual reporting to the

PRI. Our adherence to this initiative, together with our continued alignment

to the GRI Standards, reﬂects our dedication to assessing climate-related

risks within a structured and transparent framework.

While this year’s scenario analysis did not identify any material climate-

related risks to Syncona’s cash ﬂows, access to ﬁnance or cost of capital

across the short, medium or long term, we recognise the potential for this

to change. We remain alert to the evolving nature of climate-related risks

and continue to integrate them into our assessment processes, particularly

as our portfolio matures and regulatory expectations develop.

Our future plans are set out on page 57, outlining how we are currently

working with portfolio companies to collect complete carbon emissions

data, which will form the basis for tailored transition plans and support

progress towards achieving our net zero target.

GOVERNANCE

We manage climate-related risks within our broader sustainability

governance framework, ensuring oversight, accountability and integration

with other sustainability issues. As we do not consider climate-related risks

to be ﬁnancially material, they are assessed alongside wider sustainability

factors to maintain a comprehensive approach. The Syncona Limited

Board (the Board) actively engages with shareholders to ensure alignment

between investor expectations around sustainability and climate risk and

the Company’s long-term strategy. This engagement is primarily led by the

Chair, who conducts annual written and in-person communications with

key shareholders and investor groups. Through this regular dialogue, the

Board seeks to deepen investor understanding of Syncona’s operations,

portfolio and sustainability approach, while also using shareholder

feedback to inform key decisions, including matters relating to climate-

related risks and opportunities.

The Board is ultimately responsible for overseeing sustainability

governance, with the day-to-day management of sustainability-related

risks, including climate-related risks, delegated to the Investment Manager,

as detailed in our Corporate governance report (pages 70 to 75).

The Board retains oversight of sustainability strategy and maintains

regular engagement with the Investment Manager’s Leadership Team,

which is accountable for delivering the Sustainability Policy and

integrating sustainability principles across the portfolio. The Investment

Manager’s Sustainability Committee is responsible for operationalising

the policy across the business on a day-to-day basis.

Our sustainability strategy is underpinned by four key pillars, aligned

with the UN Sustainable Development Goals (SDGs), as detailed in

our Sustainability Report. These are: Our Social Impact; Responsible

Investor and Partner; Responsible and Ethical Business; and Inspiring

and Empowering Our People. Together, these pillars provide the

framework for our responsible investment approach, risk management

processes and engagement with stakeholders.

At a management level, the Investment Manager’s Investment

Committee is responsible for implementing and applying the Responsible

Investment Policy through engagement with portfolio companies. The

policy is structured around six key areas: access to medicines; animal

welfare; good research and development practice; people, culture and

community; environmental impact; and compliance and governance.

These principles inform how we evaluate and manage risks across

our investment activities, supporting a responsible and sustainable

investment approach. While the Investment Manager’s Investment

Committee leads on implementation, the Investment Manager’s

Sustainability Committee, in collaboration with the Board, is responsible

for reviewing the policy annually to ensure it remains relevant and

aligned with Syncona’s broader sustainability strategy.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

The Investment Manager’s Sustainability Committee is a cross-

functional working group operating at the management level,

responsible for ensuring that sustainability considerations, including

climate-related risks, are actively managed. The Terms of Reference

for the Committee require that it includes at least one member of

the Investment Manager’s Leadership Team, therefore guaranteeing

a direct link between sustainability strategy and executive decision-

making. These Terms of Reference are reviewed regularly to make

certain of their continued relevance and alignment with Syncona’s

strategic approach.

The Investment Manager’s Sustainability Committee ensures

accountability by coordinating sustainability reporting to the Investment

Manager’s Leadership Team and the Board. It provides updates to the

Board every six months, outlining progress against key sustainability

KPIs and highlighting any changes or developments related to climate-

related risks. This includes relevant outputs from our climate scenario

analysis and material regulatory updates that may impact our portfolio.

SYNCONA LIMITED BOARD

–

Approves and oversees the Sustainability Policy and Responsible Investment Policy

–

Supervises the implementation of the Sustainability Policy, ensuring that targets

are met

–

Evaluates sustainability-related risks that may impact the Company as part

of its role in risk management

–

Monitors risks linked to sustainability as part of broader risk oversight and

internal controls

TABLE 1: CLIMATE-RELATED GOVERNANCE STRUCTURES

Synthesises the roles and responsibilities of the governance bodies

described above, outlining the key roles in overseeing and

managing sustainability and climate-related issues.

SYNCONA LIMITED AUDIT COMMITTEE

–

Assesses the effectiveness of internal controls and risk management frameworks

–

Reviews potential risks and ensures appropriate measures are in place to

address them

INVESTMENT MANAGER’S LEADERSHIP TEAM

–

Holds primary responsibility for executing the Sustainability Policy

–

Oversees how sustainability principles are integrated across Syncona’s portfolio

–

The Head of Corporate Affairs is the designated lead for sustainability within the

Leadership Team

INVESTMENT MANAGER’S INVESTMENT COMMITTEE

–

Implements and applies the Responsible Investment Policy

–

Identiﬁes and manages sustainability risks within the investment portfolio

INVESTMENT MANAGER’S SUSTAINABILITY COMMITTEE

–

Implements Syncona’s sustainability policies across operations and the portfolio

–

Scans for emerging risks, regulatory changes and sustainability developments

–

Leads annual climate scenario analysis reviews to assess risks and identify

mitigation opportunities

–

Ensures sustainability is integrated into investment activities and broader

business functions

–

Engages with portfolio companies to promote best practices in climate-related

risk management

–

Identiﬁes opportunities to enhance sustainability practices across Syncona

and its investments

–

Advises on the Sustainability Policy to guarantee its effective application

STRATEGY

Syncona’s business follows a single investment strategy in a single

industry of pre-revenue generating life science investments which are

predominantly concentrated in the UK, Western Europe and the US.

Further details on our strategy and investment process can be found

on pages 10 to 13. To support the long-term resilience of this strategy,

we have completed a scenario analysis to assess potential exposure to

climate-related risks. This analysis focused on the operations and value

chains of selected portfolio companies, rather than Syncona’s own direct

operations, which are limited in scale and exposure. Given that Syncona’s

risk exposure arises indirectly through its portfolio, this approach enables

us to identify and evaluate climate-related risks that could affect the

value, performance or resilience of our investments over time.

We assessed both physical and transition risks by applying two climate

scenarios from the Network for Greening the Financial System (NGFS)

to evaluate the potential impacts on our operations and portfolio. It is

important to note that our current approach differs from the FY2021/2

climate scenario analysis, which incorporated three scenarios from

the NGFS, including ‘Divergent Net Zero’. However, the two scenarios

selected for our most up-to-date analysis still allow physical and transition

risks to be adequately assessed, with further detail provided below:

NGFS SCENARIOS

Net Zero 2050

Scenario

This scenario limits global warming to 1.5 degrees Celsius

through policy and technological change, resulting in the

planet reaching global net zero emissions by 2050.

The physical risks associated with this scenario are minimised,

but the transition risks are high. In the short, medium and

long term, this scenario will experience signiﬁcant regulatory,

market, reputational and technological changes in the journey

to meeting net zero.

Current Policies

Scenario

This scenario assumes that only implemented policies are

maintained. This leads to emissions growing until 2080,

leading to about 3 degrees Celsius of warming and increased

physical risks. This scenario is useful in measuring the impacts

of physical risks on companies and considering the risk

mitigation and management processes in place.

The transition risks associated with this scenario are lower

due to the lack of additional regulatory, market, reputational

and technological changes that we would expect to occur

in meeting net zero targets.

To assess how climate-related risks and opportunities may evolve,

we evaluated their potential impacts across three timeframes aligned

with climate science, the UK Government’s net zero target, and our

commitment to the Net Zero Asset Managers initiative. These time

horizons have also been tailored to reﬂect the typical lifespan and

development cycles of our portfolio companies:

–

Short-term (0–5 years, up to 2030): captures immediate risks as

companies establish themselves and aligns with our 2030 milestone

–

Medium term (5–15 years, up to 2040): corresponds with company

creation and drug development cycles

–

Long term (15–25 years, up to 2050): reﬂects the lifetime of a

granted patent, which typically lasts around 20 years, and aligns

with our 2050 net zero target

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

TCFD report

continued

At present, we have not identiﬁed any speciﬁc long-term, climate-related

risks within our portfolio companies. We have assessed these companies

based on their current size and operations, and at this stage, we do

not consider their business models to give rise to material long-term

climate-related risks. Syncona recognises that climate-related risks may

become more relevant as portfolio companies mature and scale, and

we remain committed to regularly reviewing scenario analysis in line with

evolving business activities and the broader risk landscape. Climate-

related risks are also considered during the acquisition process; however,

given that we typically invest in early-stage companies, such risks are

rarely material at the point of acquisition. Nonetheless, we continue

to monitor these risks as portfolio companies grow and develop.

RISK AND OPPORTUNITY EVALUATION

Through our risk identiﬁcation process, we identiﬁed four potential risks

and one potential opportunity for further evaluation. As an investment

business, materiality is primarily determined by the impact on the value

of our portfolio companies, as well as our ability to access capital and

the cost of doing so to deliver our business strategy. Given the dynamic

nature of our portfolio and the data available, our assessment was

qualitative rather than based on speciﬁc ﬁnancial thresholds.

As such, we assessed the potential impact on our business plus the

likelihood of each risk or opportunity occurring across the different

time horizons and climate scenarios, enabling us to determine a

numerical score of potential materiality. Physical risks were evaluated

by considering facility locations alongside a desktop analysis of supply

chains, focusing primarily on the three selected portfolio companies.

These companies were selected based on their late-stage clinical

development and being on the market, with more complex and globally

dispersed supply chains and manufacturing infrastructure than the

earlier-stage companies in the portfolio. The three companies reviewed

represent 46.8% of the strategic portfolio NAV on 31 March 2025.

We also considered the likely evolution of our portfolio companies,

although this remains challenging, as they typically undergo signiﬁcant

change as they proceed through clinical development, and the portfolio

itself remains dynamic and subject to change.

Transition risks were assessed by evaluating where portfolio companies

are in their net zero transition, alongside publicly available data on the

impact of sustainability factors on the cost of capital. While geographic

variations were considered in the assessment of physical risks, the

dynamic nature of our portfolio meant our overall assessment was

conducted on a global basis.

To support this analysis, we have updated our materiality matrix, as

shown in our Sustainability Report. The matrix helps contextualise ESG

issues and also allows us to see our most important considerations

and where climate-related risks sit amongst these.

Our latest climate scenario analysis did not identify any material risk

or opportunity arising from climate change in the short to medium term.

As a result, we maintain the view that neither risks nor opportunities

– individually or collectively – have a material impact on our strategy,

viability or ﬁnancial performance in the short or long term. Accordingly,

we do not anticipate any impact on our ﬁnancial results. However, given

the evolving nature of climate change and its associated impacts, we

will continue to monitor these risks and opportunities. While climate-

related issues are not a material input in our strategic planning, we take

into account relevant mitigation actions where appropriate.

Should climate-related risks emerge for the business, Syncona has a

range of processes in place to manage identiﬁed impacts, detailed on

page 56. We have committed to a net zero ambition across our full value

chain by 2050

, and will continue to transparently report progress on

an annual basis within our TCFD disclosures and Sustainability Report.

In line with NZAM guidance, our initial priority within the portfolio will be addressing Scope 1 and 2 emissions, along with material Scope 3 emissions where data is available

and reliable. As the quality of Scope 3 emissions data and related methodologies improve, we will review and reﬁne our approach accordingly.

DESCRIPTION OF RISK/OPPORTUNITY

IMPACT ON OUR BUSINESS

AND OUR RESPONSE

HIGHEST IMPACT

SCENARIO

TIME HORIZON

Extreme weather events (acute physical): Climate change

could disrupt portfolio company manufacturing and

other facilities due to storms, ﬂooding and other extreme

weather events.

Low impact given the relatively small footprint of our

portfolio companies, which are typically in clinical

development. However, we can recommend mitigation

measures such as careful site selection and physical

adaptation strategies.

Current Policies

Medium-term: 5-15 years

Logistics and supply chain disruption (acute and chronic

physical): Climate change may lead to disruptions in

supply chains, affecting portfolio companies reliant on

transport links.

While the current impact is low, future risks may increase

as businesses develop. Mitigation strategies may include

supporting portfolio companies to integrate climate risk

considerations into their supply chain management and

resilience planning, where Syncona can exert inﬂuence.

Current Policies

Medium-term: 5-15 years

Impact of not achieving net zero (transitional – policy and

legal): Failing to meet net zero commitments could result

in increased costs and negative business consequences,

including heightened scrutiny from investors and

potential voting actions.

Currently assessed as a low-impact risk due to our

interim net zero target and our participation in the NZAM

initiative. We continue to work towards implementing

our net zero strategy for relevant portfolio companies.

Net Zero 2050

Medium-term: 5–15 years

Increased cost of capital (transitional – market and

reputation): Climate-related concerns may lead to higher

capital costs or constraints on raising funds in public

markets if investors perceive Syncona as high-risk.

Low impact given our low emissions and strong

sustainability focus. Mitigation efforts include enhancing

sustainability data reporting, aligning with emerging global

standards on climate and ESG factors, and maintaining

investor conﬁdence through transparent engagement.

Net Zero 2050

Medium-term: 5–15 years

Opportunity to support portfolio companies on climate

performance: There is an opportunity to strengthen

relationships across the Syncona portfolio by supporting

companies to improve their climate performance. This

includes building internal capability and upskilling teams.

A moderate positive impact is likely for both Syncona

and its portfolio companies. While currently an

opportunity, in a net zero emissions scenario this may shift

to being an expectation. Coordinated engagement by

Syncona and its portfolio companies is likely to support

talent attraction and retention, enhance reputation and

strengthen long-term portfolio resilience.

Current Policies

Short-term 0-5 years

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

RISK MANAGEMENT

Syncona integrates climate-related risks within its broader risk

management framework. In FY2021/2, we conducted a climate

scenario analysis to assess both physical and transition risks relevant

to our business, incorporating the ﬁndings into our sustainability issues

matrix. This year, we updated the analysis with a targeted assessment

of three portfolio companies that represent the most signiﬁcant sources

of climate-related risk. This focused approach enables us to monitor

exposure more effectively, ensuring that any shifts in risk proﬁle are

identiﬁed and addressed. As the latest analysis did not indicate any

material change in our overall risk exposure, the sustainability issues

matrix remains consistent and continues to reﬂect the relative

positioning of climate-related risks, which remain low. These risks are

managed through our broader sustainability risk framework. Both this

year’s and the previous analysis applied NGFS scenarios to capture

transition and physical risks in a consistent and holistic manner.

Sustainability risks are currently included on Syncona’s list of emerging

risks. This enables early monitoring of potential materiality thresholds and

supports forward-looking risk governance. It also allows for structured

monitoring and review of evolving sustainability-related issues as the

regulatory landscape and portfolio exposure develop. At present,

sustainability risks have not been raised to principal risk status. The

process for escalation from emerging risk to principal risk is qualitative,

based on relative signiﬁcance compared to other business risks, rather

than a deﬁned ﬁnancial threshold. Any proposed elevation is subject

to review and approval by the Board, ensuring appropriate governance

before risks are formally integrated into the enterprise risk framework.

Looking ahead, climate scenario analysis will be reviewed on an

annual basis to ensure sustainability risks continue to be assessed

and appropriately integrated into Syncona’s risk management

framework. The Investment Manager’s Sustainability Committee is

responsible for leading this process and for ensuring that insights

from the analysis inform Syncona’s strategic approach. The Audit

Committee and the Board provide oversight of this integration, as

detailed on page 55. External support will be used as required to

support future analyses, and any material risks identiﬁed will be

incorporated into our existing risk management processes.

Responsibility for day-to-day risk management is embedded across

the business. The Investment Manager’s Investment Committee

considers sustainability risks in the context of new transactions

and seeks to embed relevant expectations where feasible. Portfolio

companies, particularly the three included in this year’s scenario

analysis, report progress during quarterly reviews. The Investment

Manager’s Leadership Team is responsible for considering

sustainability risks within Syncona’s own business and day-to-day

operations. Further detail is available in the Sustainability Report.

METRICS AND TARGETS

As climate-related risks are not currently deemed material to our business,

Syncona has adopted a proportionate reporting approach but continues

to monitor developments. Key metrics for the business include:

–

Carbon footprint: In FY25, emissions data were collected for

14 portfolio companies representing 67.9% of NAV and 100% of

the strategic portfolio. Our FY25 carbon footprint, including both

Syncona’s operations and its portfolio, is provided on page 53

and in our Sustainability Report (page 29). The GHG Protocol

methodology has been used to inform these calculations.

While we are reporting across Scope 1, 2 and 3 emissions, data

coverage for Scope 3 – particularly at the portfolio company level

– remains incomplete due to varying data maturity and availability.

We are actively working to improve this through direct engagement

with our portfolio companies

–

Environmental data reporting: Tracking portfolio companies’

environmental data submissions

–

Sustainability commitments: Annual assessments contributing

to performance reviews and discretionary bonuses

Industry-wide climate metrics such as weighted carbon intensity and

carbon pricing are reviewed but not currently deemed relevant, given

our investment focus. Climate-related factors are not included in Board

remuneration objectives.

It is Syncona’s ambition to achieve net zero across our full value chain,

including portfolio companies, by 2050. An interim 2030 target, aligned

with the NZAM initiative, commits all in-scope portfolio companies to

set science-based targets (SBTs) validated by the Science Based

Targets initiative (SBTi). This target represents (as of 31 March 2023):

–

9% of total Assets Under Management (AUM) by value

–

23% of the strategic portfolio by volume

Due to the size and maturity of our current portfolio companies,

in-scope portfolio companies have yet to set SBTs validated by

the SBTi, but we continue to make progress in engaging with them

on emissions reporting and climate risk management.

FUTURE PLANS

Last year, we reported that we were preparing formal transition plans

for in-scope portfolio companies, with a focus on supporting emissions

reductions. Our work this year on engaging with portfolio companies

for carbon footprint data collection represents an important step in

developing robust transition plans, providing the foundation of reliable,

consistent data needed to guide our approach. It forms part of our

broader approach to climate risk management, supporting progress

towards our 2030 net zero target and helping ensure we remain on

track. Importantly, it also enables us to engage more effectively with

portfolio companies, supporting them in understanding and addressing

their own emissions proﬁles and climate-related risks.

Our next priority will be to use these insights to determine how our

Investment Manager can best engage with in-scope companies on the

development of tailored transition plans aligned to our NZAM target.

The emissions associated with our portfolio companies will have a

direct bearing on our ability to meet this commitment. Syncona’s own

operations remain of relatively low intensity, with our ofﬁce continuing to

be supplied by 100% renewable electricity through green energy tariffs.

We plan to regularly monitor the physical risks identiﬁed through our

climate scenario analysis, as well as our portfolio’s exposure to them.

This will help ensure that exposure to climate-related risk at the company

level is not likely to impact business continuity or long-term value. We

will continue to embed climate risk within our wider risk management

frameworks and processes, ensuring it is considered on an ongoing

basis alongside other material risks.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Risk management

Understanding and

managing risk is at the

core of everything we do

Our strategy involves signiﬁcant risks

and opportunities

We have a portfolio of leading life science companies. We invest in

many of these companies prior to clinical proof of concept, and build

and scale them through scientiﬁc and operational development, clinical

trials, approval and potentially commercialisation. This involves high

execution risk given the nature of drug discovery and development is

capital intensive, requiring signiﬁcant capital from us or third-party

investors. It is therefore key to our business that our risk appetite is

clearly deﬁned and that we have robust processes to manage risk.

The Board is willing to accept a level of risk in managing our business

to achieve our strategic goals where the risk can be managed and

offers a sufﬁcient risk/reward balance.

Our risk management framework enables the business to protect

value, helping us to identify opportunities and minimise threats to

the delivery of our strategic and operational objectives.

The framework is designed to ensure that existing or emerging risks

are identiﬁed, assessed and managed, and are reported to relevant

stakeholders in a timely manner to inform and support decision-making.

This process has been in place for the year under review and up to the

date of approval of the Annual Report and Accounts. Our process aims

to mitigate the signiﬁcant risks faced by the Group in accordance with

our risk appetite. It is recognised that no risk management process can

provide absolute assurance against material misstatement and loss.

At the Board meeting in March 2025, the Board completed its year-

end assessment of risks. This followed the Audit Committee’s formal

assessment of risk and internal controls in February 2025, which was

supported by a detailed risk review by the Investment Manager. The Board

believes that it has taken all reasonable steps to satisfy itself that the risk

management processes are effective and ﬁt for purpose. No material

control weaknesses or deﬁciencies were identiﬁed as part of this review.

As stated on page 3, the Board intends, subject to FCA and shareholder

approval, to propose changes to the investment objective and policy to

move to an orderly realisation of portfolio assets with a view to achieving

a balance between returning cash to shareholders in a timely manner

and maximising shareholder value. We note that moving to a strategy

of accelerating return of capital does not come without risks. We will

regularly monitor and manage our risks as the necessary approvals

and proposed changes come into effect. Some risks arising from the

proposal may be considered as emerging risks and some may become

sub-risks within our existing principal risks. As yet, as a result of the

proposed changes to the investment objective and policy, we have not

escalated any new risks to our principal risks but may do so in future.

These risks may include, amongst others:

–

not achieving the maximum potential value of the portfolio;

–

reduced access to capital for our portfolio companies at future

ﬁnancing rounds should Syncona become seen as no longer

being an active, long-term investor in the market;

–

dilution of our ownership holding in a portfolio company should

Syncona be unable to participate in future ﬁnancings with existing

syndicates; and

–

not having capital to invest in a portfolio company due to having

returned capital to shareholders.

The Board and the Investment Manager will actively identify and

manage these risks as they emerge to achieve the appropriate balance

between returning cash and maximising value to shareholders during

the orderly realisation of the portfolio.

GOVERNANCE FRAMEWORK FOR RISK

Our governance framework for risk is set out below. The Board owns

and oversees the process, ensures a robust assessment of principal

risks and deﬁnes risk appetite. Under delegation from the Board, the

Audit Committee oversees and monitors the risk framework, and

assesses the ongoing operation and effectiveness of the internal control

environment to manage the principal risks we face. This review process

provides a focus to drive continuous improvement in our risk processes.

Our Investment Manager is responsible for day-to-day operation

and oversight of the risk framework and implementation of any actions.

Different groups, including the Investment Committee, Valuation

Committee, Liquidity Management Committee and Sustainability

Committee, together with the Investment Team through regular meetings

and quarterly business reviews, identify new risks and consider existing

risks, and these are then collated into the risk register and reported to

the Board and Audit Committee.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

throughout the year. The position of the risk score relative to risk

appetite for each risk is monitored throughout the year with additional

mitigations undertaken should the risk score exceed the risk appetite.

Emerging risks

Emerging risks are new risks which have the potential to crystallise at

some point in the future but are unlikely to impact the business during

the next year. The potential future impact of such risks is often more

uncertain. They may begin to evolve rapidly or simply not materialise.

We monitor our business activities and external and internal

environments for new, emerging risks and changes to risks, ensuring

that these are managed appropriately. This process is fully embedded

within the overall risk management framework.

Some of the emerging risks that have been identiﬁed and are currently

being monitored are:

–

Increased geopolitical uncertainty

–

Potential implementation of price controls and/or tariffs in the US

–

Sustainability issues, including their potential impact on syndications

–

Legal and regulatory changes, including changes to tax rules

–

Competitive landscape, including people and technology

–

Changes to the UK bioscience research environment

Risk appetite

The Board is willing to accept a level of risk in managing our business to

achieve our strategic goals, and where the risk can be managed and offers

a sufﬁcient risk/reward balance. As part of the risk framework, the Board

sets the risk appetite for each of the principal risks, and monitors the risk

appetite against that. Where a risk is approaching or outside the target

risk, the Board considers the actions being taken to manage the risk.

Our risk appetite is set out on page 62 with a brief description of the

rationale in each case.

HOW OUR RISKS HAVE EVOLVED SINCE THE 2024

ANNUAL REPORT

We manage and monitor risks on an ongoing basis, and robustly

challenge our assessment of the impact and likelihood of each risk

to ensure that we are applying the appropriate amount of focus.

The heatmap on page 60 and table on page 62 show the year-on-year

changes in the risk proﬁle of each principal risk.

We have seen an increase in the risk proﬁle of ‘Concentration risk

and binary outcomes’. This movement is primarily driven by the

further investment during the year in some of our later-stage portfolio

companies which has increased their proportionate share of the

Group’s total Net Asset Value. We recognise that a material loss at

one or more of these portfolio companies would be a material setback

for the portfolio and shareholder sentiment and accordingly the risk

has been, and continues to be, actively managed.

We have seen a decrease in the risk proﬁle of ‘Private/public markets

don’t value or fund our companies when we wish to access them’.

This movement is due to the fact that portfolio companies with key

value inﬂection points (KVIPs) are either fully funded to their next key

clinical milestone or have their KVIP underwritten by the Group where

funding is not yet formally committed. As such the portfolio is less

exposed to this risk than it was previously.

At the year end, one of our risks, ‘Not having capital to invest’, had

a risk proﬁle above the risk appetite set by the Board. This is largely

driven by the perceived challenges of trying to secure additional

or alternative sources of funding, if required, in the current

macroeconomic environment and the ongoing discount of the Group’s

share price relative to NAV. We have speciﬁc actions and controls in

place to mitigate this risk and, where possible, align the risk proﬁles

with risk appetite. The Board continues to review this regularly.

The following pages provide more detail on what has happened during

the year in relation to each principal risk.

SYNCONA LIMITED BOARD

–

Oversees the process

–

Deﬁnes risk appetite

–

Ensures a robust assessment

of principal risks

–

Considers key strategic risks and

potential emerging or future risks

–

Receives quarterly risk reports

–

Approves the viability statement

OUR GOVERNANCE FRAMEWORK FOR RISK

SYNCONA LIMITED AUDIT COMMITTEE

–

Oversees and monitors the risk

framework

–

Reviews risk register to ensure

it properly captures the principal

risks identiﬁed by the Board

–

Oversees the framework for

identifying risks (including

emerging risks)

–

Reviews the ongoing operation

and effectiveness of our control

environment to manage the

principal risks faced

–

Oversees the implementation

of agreed actions by the

Investment Manager

INVESTMENT MANAGER BOARD SUPPORTED BY

THE INVESTMENT MANAGER LEADERSHIP TEAM

–

Responsible for the day-to-day

operations of the risk management

framework

–

Designs the systems

–

Reviews the risks each quarter

–

Implements and updates controls

and mitigations

–

Reviews the quarterly risk reports

RISK REPORT

RISK REGISTER

ACTIVE DAY-TO-DAY MANAGEMENT

BY THE INVESTMENT MANAGER

INVESTMENT COMMITTEE

–

Approves investment transactions

taking account of key risks identiﬁed

–

Assesses plans to manage risks in

the portfolio

–

Oversees capital allocation across

the portfolio

VALUATION COMMITTEE

–

Approves the valuation of the life

science investments

SUSTAINABILITY COMMITTEE

–

Oversees integration of

Sustainability Policy into ongoing

roles and activities of the investment

team and broader business

–

Horizon-scanning for changes

to sustainability risks

QUARTERLY BUSINESS REVIEWS

–

Reviews progress of each life

science portfolio company

each quarter

–

Assesses progress in managing

key risks to investment case

PORTFOLIO EXECUTION MEETINGS

–

Oversees progress of life science

portfolio companies between

quarterly business reviews

–

Manages execution risks and

develops solutions

SIML LEADERSHIP TEAM

MEETING

–

Responsible for execution

of strategy

–

Responsible for day-to-day

operation and oversight of the

risk framework and implementation

of any actions

–

Responsible for people matters

and recruitment within the

Investment Manager

CAPITAL AND LIQUIDITY MEETINGS

–

Reviews capital position against

key measures and requirements

–

Monitors and assesses potential

capital sources and availability

LIQUIDITY MANAGEMENT COMMITTEE

–

Approves investment of the capital

pool in line with agreed parameters

–

Monitors macro environment

PRINCIPAL RISKS

Not all the risks identiﬁed as part of our risk management processes

are considered to be principal risks. The principal risks reported in the

following section are those risks that the Board believes to be the most

important and which could cause the Group’s results to differ materially

from expected or historical results, or to signiﬁcantly impact our

strategy. Not all of these risks are within the control of the Group and

other factors besides those listed may affect the Group’s performance.

As with all businesses operating in a dynamic environment, some risks

may not yet be known whilst other low-level risks could become

material in the future. All risks are assigned a risk appetite that the

Board is willing to accept and given a risk score based on likelihood

of occurrence and impact if it were to occur, and this is monitored

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Risk movement during the year

Likelihood

Impact

Risk management

continued

PORTFOLIO COMPANIES

Scientiﬁc theses fail

Clinical development doesn’t deliver

a commercially viable product

Portfolio concentration risk to

platform technology

Concentration risk and binary outcomes

ACCESS TO CAPITAL

Not having capital to invest

Private/public markets don’t value

or fund our companies when we

wish to access them

Capital pool losses or illiquidity

PEOPLE

Reliance on small number of key individuals

at our Investment Manager

Systems and controls failures

Unable to build high-quality team/

team culture

Unable to execute business plans

MACROECONOMIC ENVIRONMENT

Macroeconomic environment has

a negative impact on sentiment for portfolio

companies and Syncona business model

THE HEATMAP BELOW SHOWS OUR ASSESSMENT OF THE POTENTIAL LIKELIHOOD

AND IMPACT OF EACH OF OUR IDENTIFIED PRINCIPAL RISKS AND HOW THIS HAS CHANGED

More detail of the changes and what we have done to address them is shown on pages 63 to 68.

APPROACH TO DISCLOSING PORTFOLIO COMPANY INFORMATION

Our model is to create companies around world-leading science, bringing the

commercial vision and strategy, building the team and infrastructure and providing

scaled funding.

When we create or invest in a portfolio company, or when a portfolio company

completes an external ﬁnancing or other transaction, we may announce that

transaction. Our decision on whether (and when) to announce a transaction depends

on a number of factors including the commercial preferences of the portfolio company.

We would make an announcement where we consider that a transaction is material

to our shareholders’ understanding of our portfolio, whether as a result of the amount

of the commitment, any change in valuation or otherwise.

In addition, our portfolio companies are regularly progressing clinical trials. These

trials represent both a signiﬁcant opportunity and risk for each company, and may

be material for the Group.

In many cases, data from clinical trials is only available at the end of the trial. However,

a number of our portfolio companies carry out open label trials, which are clinical

studies in which both the researchers and the patients are aware of the drug being

given. In some cases, the number of patients in a trial may be relatively small.

Data is generated as each patient is dosed with the drug in a trial and is collected over

time as results of the treatment are analysed and, in the early stages of these studies,

dose-ranging studies are completed. Because of the trial design, clinical data in open

label trials is received by our portfolio companies on a frequent basis. Individual data

points need to be treated with caution, and it is typically only when all or substantially

all of the data from a trial is available and can be analysed that meaningful conclusions

can be drawn from that data about the prospect of success or otherwise of the trial.

In particular it is highly possible that early developments (positive or negative) in a trial

can be overtaken by later analysis with further data as the trial progresses.

We would expect to announce our assessment of the results of a trial at the point

we conclude on the data available to us that it has succeeded or failed, unless we

conclude it is not material to our shareholders’ understanding of our portfolio. We

would not generally expect to announce our assessment of interim clinical data in an

ongoing trial, other than in the situation where the portfolio company announces interim

clinical trial data, in which case we will generally issue a simultaneous announcement

unless we believe the data is not materially different from previously announced data.

In all cases we will comply with our legal obligations, under the Market Abuse

Regulation or otherwise, in determining what information to announce.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

In conversation with SIML Managing

Partner Ed Hodgkin and SIML Investment

Partner Magda Jonikas

Q. WHAT WAS THE RISK THAT AROSE?

A. During the operational build phase of the company, it became

clear that the time it would take to reach clinical entry and the cost

of doing so could be more than originally anticipated in our original

investment case.

Q. WHAT DID YOU DO TO MANAGE THE RISK?

A. SIML Managing Partner Ed Hodgkin and SIML Investment

Partner Magda Jonikas were seconded to Mosaic as Executive Chair

and CEO, respectively. They led the company through a strategic

review, culminating in a restructuring and reprioritisation of efforts.

Dr Barry Davies was brought in as CSO, leveraging his deep

experience in lead pre-clinical and clinical oncology programmes

to refocus the platform towards the strategic objectives. This led

to high-potential programmes being identiﬁed by the platform,

and a sourcing effort to in-license the best possible compounds

to enable the Mosaic pipeline. The preferred differentiated and

clinically-experienced compounds, both from experienced drug

discoverer Astex Tx, were in-licensed by Mosaic post period end.

Q. WHAT IS THE OUTCOME NOW?

A. Over the course of a year, Mosaic has been transformed from

a research and platform company to a clinical-stage oncology

business, through a capital efﬁcient route. This accelerates the

company’s path to clinic and will potentially improve Mosaic’s

ability to attract external syndicate partners. Furthermore, the

accelerated company stage means it is more likely to attract

high-quality talent to develop and execute an ambitious plan

to impact oncology patients and create value for investors.

Led by the SIML team, Mosaic has

undertaken a substantial strategic transaction

to in-license assets that accelerate the

pathway to clinical entry

RELEVANT PRINCIPAL RISKS

CLINICAL DEVELOPMENT DOESN’T DELIVER

A COMMERCIALLY VIABLE PRODUCT

PRIVATE/PUBLIC MARKETS DON’T VALUE OR FUND

OUR COMPANIES WHEN WE NEED TO ACCESS THEM

RELIANCE ON SMALL NUMBER OF KEY

INDIVIDUALS AT THE INVESTMENT MANAGER

UNABLE TO BUILD HIGH-QUALITY TEAM/TEAM CULTURE

RELEVANT STRATEGIC PRIORITIES

MAXIMISE VALUE FOR SHAREHOLDERS

DELIVERY OF KEY VALUE INFLECTION POINTS

DISCIPLINED CAPITAL ALLOCATION

KEY CONTROLS APPLIED

–

Tranching of investment to minimise capital exposed until

key de-risking steps are completed

–

SIML team members may take operating roles where appropriate

–

Robust oversight by SIML team, including formal review at our

quarterly business review and ongoing monitoring through

Board roles

–

Business model focuses on unmet needs and differentiated

outcomes

–

Focus, oversight and support from the SIML team on ﬁnancing

plan for each company, with support to the company to

develop its ﬁnancing story at an early stage

–

SIML team involved in the recruitment of senior appointments

at portfolio companies ensuring high-quality talent is embedded

locally at each company

–

Ensure executive team aims to build a high-quality culture from

the outset, and monitor and support its effectiveness

RISK MANAGEMENT IN ACTION

Mosaic Therapeutics

MAGDALENA JONIKAS

PARTNER, SIML

ED HODGKIN

MANAGING PARTNER, SIML

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Principal risks and uncertainties

The principal risks that the Board has identiﬁed are set out in the

following pages, along with the potential impact, key controls and what

we have done during the year to manage the risks. Further information

on ﬁnancial risk management is set out in note 18 to the Consolidated

Financial Statements.

The table below shows the year-on-year changes in the risk proﬁle,

the risk appetite and rationale, and the strategic priorities for each

principal risk. More detail of the changes and what we have done

to address them is shown on pages 63 to 68.

Relevant

strategic priorities

Risk proﬁle

year-on-year

change

Appetite

Risk proﬁle

equal to or

lower than

risk appetite

Appetite rationale

PORTFOLIO COMPANIES

Scientiﬁc theses fail

Medium

These risks are core to our business model, but we

seek to de-risk them as far as possible at an early

stage when the value at risk is typically lower.

Clinical development

doesn’t deliver a commercially

viable product

High

These risks are core to our business model; while we

manage these intensely, the stage of development is

typically capital-intensive and requires signiﬁcant funding.

Portfolio concentration risk

to platform technology

Medium

Strong domain expertise is core to our business

model. While systemic issues could potentially have

a major impact, we believe our deep understanding

signiﬁcantly mitigates the risk that these arise.

Concentration risk and

binary outcomes

High

We want to minimise this risk but recognise the

challenges of a portfolio with signiﬁcant value and

risk in each investment.

ACCESS TO CAPITAL

Not having capital to invest

Low

We want to minimise this risk, although balance that

with the cost of holding capital to achieve this.

Private/public markets don’t

value or fund our companies

when we wish to access them

Medium

We are exposed to this risk when we need to bring

in third-party capital, but manage it through our

portfolio-wide approach to capital allocation.

Capital pool losses or illiquidity

Low

We manage the capital pool to limit the likelihood

of loss (absolute or real value).

PEOPLE

Reliance on small number

of key individuals at our

Investment Manager

Low

We want to minimise this risk but recognise the

constraints of the Investment Manager’s small,

focused team and model.

Systems and controls failures

Averse

Our aim is to eliminate the risk of control failures as far

as possible and to actively manage any residual risks.

Unable to build high-quality

team/team culture

Low

We want to minimise this risk but recognise the

challenges of recruiting and integrating global

high-quality staff with highly specialised skills.

Unable to execute business plans

Medium

We want to minimise this risk but recognise many external

factors may impact the execution of business plans.

MACROECONOMIC ENVIRONMENT

Macroeconomic environment

has a negative impact on

sentiment for portfolio companies

and the Group’s business model

N/A

We have no ability to inﬂuence the macroeconomic

environment, however we ensure we monitor and

prepare appropriately and actively manage the risks

above relative to the environment.

Unchanged

Increased

Decreased

YEAR-ON-YEAR CHANGE

OUR STRATEGIC PRIORITIES

MAXIMISE VALUE

FOR SHAREHOLDERS

DELIVERY OF KEY VALUE

INFLECTION POINTS

DISCIPLINED CAPITAL

ALLOCATION

REALISE SIGNIFICANT

SHAREHOLDER RETURNS

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

SCIENTIFIC THESES FAIL

We invest in scientiﬁc ideas that we believe have the potential to be

treatments for a range of diseases, but where there may be no or

little substantial evidence of clinical effectiveness or ability to deliver

the technology in a commercially viable way. Material capital may

need to be invested to resolve these uncertainties.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Financial loss and reputational impact from failure of investment.

KEY CONTROLS

–

Extensive due diligence process, resulting in identiﬁcation of key risks and

clear operational plan to mitigate these.

–

Tranching of investment to minimise capital exposed until key de-risking steps

are completed (particularly fundamental biological uncertainty). Consideration

of syndicating investments.

–

Our Investment Manager works closely with portfolio companies to ensure

focus on key risks and high-quality operational build-out. Team members

from the Investment Manager may take operating roles where appropriate.

–

Robust oversight by our Investment Manager, including formal review at

our quarterly business review and ongoing monitoring through Board roles.

–

Investment process focused on differentiated science and pathway to clinic

and end market.

–

Early input from the Executive Partners of our Investment Manager brings

in specialist advice early.

WHAT HAS HAPPENED IN THE YEAR?

–

The investment team at our Investment Manager has been strengthened

through additional resource at the associate level to provide diligence and

analysis on the scientiﬁc theses of the portfolio and new opportunities.

–

The Executive Partner group at our Investment Manager has continued

to be optimised during the year with the addition of Richard Wooster.

This group has provided specialist support and advice throughout the year.

–

Where required, members of the Executive Partner group and the investment

team at our Investment Manager have taken on secondments at the portfolio

companies and/or taken a Board position to provide more hands-on support.

Secondments during the year included Beacon, Forceﬁeld, Mosaic, Kesmalea,

Yellowstone and Slingshot.

–

The support provided by our Investment Manager’s launch team to the

early-stage companies, notably Slingshot, enabled better portfolio company

management and increased ability to focus on the scientiﬁc theses.

–

Our Investment Manager has continued to seek to de-risk scientiﬁc theses

in our early-stage companies and to diversify its portfolio while maintaining

concentrated ownership and signiﬁcant inﬂuence.

–

Our Investment Manager has prioritised capital towards assets that can deliver

clinical data in the near term. Alongside this, our Investment Manager has also

worked with the portfolio companies to widen ﬁnancing syndicates, streamline

pipelines and budgets, and explored creative ﬁnancing solutions and consolidations.

CLINICAL DEVELOPMENT DOESN’T DELIVER

A COMMERCIALLY VIABLE PRODUCT

Success for our companies depends on delivering a commercially

viable target product proﬁle through clinical development. This can

be affected by trial data not showing required efﬁcacy or adverse

safety events. It can also be affected by progress of competitors,

IP rights, the company’s ability to gain regulatory approval for

and credibly market the product, potential pricing and ability to

manufacture cost-effectively.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Material impact on valuation, given capital required to take products through

clinical development.

–

Material harm to one or more individuals, and potential reputational issues

for the Group and our Investment Manager.

KEY CONTROLS

–

Build products in areas with signiﬁcant unmet need and that show substantial

and differentiated efﬁcacy.

–

Focus, oversight and support from the Investment Manager on recruiting

dedicated specialist clinical teams in each portfolio company.

–

Our Investment Manager’s investment process considers strength of IP or

regulatory exclusivity protection and this is then operationalised by each company.

–

Our Investment Manager’s investment process considers manufacturing as a

key issue from inception of each company, rather than leaving to later stage.

–

Portfolio company business plans seek to have platform technologies to lead

to more than one product, in different indications, so that failure in one does

not damage all value of the portfolio company.

–

Building a portfolio with multiple companies at clinical stage or in the

commercial setting to enable us to absorb some volume of failures.

–

Clinical trials policy requires reporting by each company of signiﬁcant trial

issues to our Investment Manager and to the Board in serious cases.

–

Business model focuses on unmet needs and differentiated outcomes.

–

Executive Partner group brings specialist insight early to the process to try

and identify and de-risk potential issues.

WHAT HAS HAPPENED IN THE YEAR?

–

Portfolio of 14 companies with one at commercial stage and seven at clinical

stage, including two late-stage clinical.

–

Three KVIPs and 10 capital access milestones achieved in the year, with one

capital access milestone achieved post period end.

–

15 clinical data readouts in the period.

–

Autolus received marketing approval from the Food and Drug Administration (FDA)

for obe-cel in relapsed/refractory (r/R) adult acute lymphoblastic leukaemia (ALL).

Our Investment Manager was involved in a Manufacturing Advisory team set up

to support the product launch.

–

Signiﬁcant involvement from our Investment Manager in senior clinical hires at the portfolio

companies ensured the appropriate clinical development skills were put in place.

–

Clinical and regulatory experience provided from within the team by our Investment

Manager’s Executive Partner group, further strengthened this year with the

recruitment of Richard Wooster.

–

Addition of late-stage assets through acquisition of AGTC and creation of Beacon,

alongside the investment in iOnctura in recent years increases diversiﬁcation across

the portfolio.

–

The Investment Manager carefully monitors portfolio company pipeline data and

takes prompt action when not tracking to strategy.

–

Post period end Mosaic announced an agreement to in-license two clinical-stage

assets that signiﬁcantly de-risk and accelerate Mosaic’s development path.

Portfolio companies

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Principal risks and uncertainties

continued

PORTFOLIO CONCENTRATION

RISK TO PLATFORM TECHNOLOGY

Our Investment Manager brings strong domain experience in cell

and gene therapy, and a substantial part of the portfolio is in these

areas. Systemic issues (whether scientiﬁc, clinical, regulatory or

commercial) may emerge that affect these technologies.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Material impact on valuation.

–

Impact on reputation of the Group and our Investment Manager resulting

from failure of technology we are identiﬁed with.

KEY CONTROLS

–

Our Investment Manager pays close attention to scientiﬁc, clinical, regulatory

or commercial developments in the ﬁeld.

–

Where there are genuine risks, these are identiﬁed and managed through

diligence and investment process.

–

Various risks are identiﬁed, and concentration is avoided where systemic.

WHAT HAS HAPPENED IN THE YEAR?

–

Ongoing monitoring of developments in cell and gene therapy.

–

The Group’s portfolio is diversiﬁed across a wide range of modalities increasing

portfolio diversiﬁcation which reduces the potential impact of the risk.

CONCENTRATION RISK

AND BINARY OUTCOMES

The Group has a portfolio of early-stage life science businesses

where it is necessary to accept very signiﬁcant and often binary

risks. It is expected that some things will succeed (and potentially

result in substantial returns) but others will fail (potentially resulting

in substantial loss of value). This is likely to result in a volatile

return proﬁle.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Loss of shareholder support, potentially reducing ability to raise new equity

when required.

–

Shareholder activism, leading to strategy change that delivers sub-optimal

outcomes.

–

Reputation risk from perceived failure of business model.

KEY CONTROLS

–

Board provides strong oversight drawing on a range of relevant experience,

including life science, FTSE and investment company expertise. Board has

clear understanding of strategy and risk.

–

Transparent communication from the Investment Manager to the Board about

portfolio opportunities and risks including upside and downside valuation cases.

–

Clear communication to shareholders of the opportunities and risks of the

strategy. Provide information to shareholders about portfolio companies to

assist them in understanding portfolio value and risks.

–

Having a diversiﬁed portfolio with multiple companies and products at clinical

stage or in the commercial setting. Consideration of syndicating investments.

–

Willing to sell investments prior to approval, which removes binary risks.

WHAT HAS HAPPENED IN THE YEAR?

–

Maturing and substantially rebalanced portfolio, with 78.5% of the strategic

portfolio value now in clinical, late-stage clinical and commercial companies.

–

Three KVIPs delivered in the year; a KVIP is a material de-risking event for a

portfolio company.

–

A total of £310.6 million of capital raised across the portfolio in the year, with

£175.5 million from leading life science investors, broadening ﬁnancial scale

across the portfolio.

–

Moved to an active preference for syndicating investments at an early stage

to further mitigate this risk.

Portfolio companies

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

NOT HAVING CAPITAL TO INVEST

Early-stage life science businesses are very capital intensive,

and delivering our strategy will require us to have access to

substantial capital.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Dilution of stake in portfolio companies with loss of potential upside.

–

Loss of control of portfolio companies resulting in poorer strategic execution.

–

Inability for portfolio companies to deliver their business plans due to ﬁnancing

constraints.

KEY CONTROLS

–

Investment Manager monitors capital allocation on an ongoing basis with

a three-year forward outlook, with transparent reporting to the Board.

–

Seek to maintain sufﬁcient liquidity to fund companies to KVIPs.

–

Ongoing consideration of options for managing liquidity and the various

sources available, ensuring the appropriate balance between liquidity risk

and return on life science investments.

–

Ongoing consideration of alternative or additional capital-raising structures

(e.g. sidecar funds).

–

Ongoing consideration of syndication strategy at portfolio company level,

to maximise value and minimise dilution when external capital is brought in.

–

Ongoing consideration of potential options to manage liquidity from our life

science assets, including exit opportunities.

WHAT HAS HAPPENED IN THE YEAR?

–

The Investment Manager ensures capital requirements for each portfolio

company are informed by bottom-up modelling and ongoing discussion

with the investment team and Investment Committee.

–

Investment Manager has monthly capital and liquidity meetings with further

discussion on a quarterly basis with approval of the long-term Capital

Allocation plan by the Investment Committee.

–

Capital Allocation plan includes funding for the Group to underwrite the

delivery of all KVIPs where ﬁnancings not already in place.

–

The Group continues to have a strong balance sheet with a capital pool of

£287.7 million as at 31 March 2025. This is a key mitigation of this risk and

has enabled us to support our portfolio companies while ensuring our capital

deployment is focused on assets with the highest potential.

–

Focus on ensuring capital efﬁciency in the portfolio and ensuring portfolio

companies are executing to deliver key milestones.

–

The Group also continues to evaluate options for alternative or additional

capital-raising structures.

PRIVATE/PUBLIC MARKETS DON’T VALUE OR FUND

OUR COMPANIES WHEN WE WISH TO ACCESS THEM

Our capital allocation strategy includes considering bringing

third-party capital into our portfolio companies, at the right stage

of development. In addition, we may consider exit opportunities

either on the public markets or through private sales.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

The Group is required to invest further capital, leading to greater exposure to

individual companies than desired and less ability to support other companies.

–

Inability for portfolio companies to deliver their business plans due to

ﬁnancing constraints.

–

Exit opportunities may be less attractive, with impact on availability of capital.

–

Reputation risk from failed transactions.

KEY CONTROLS

–

Maintain access to signiﬁcant capital, to reduce risk of being forced to

syndicate/forced seller.

–

Focus, oversight and support from our Investment Manager on ﬁnancing plan

for each company, with support to the company to develop its ﬁnancing story

at an early stage.

WHAT HAS HAPPENED IN THE YEAR?

–

Macroeconomic headwinds have continued to impact sentiment in the biotech

sector, with particular impact on public markets for early stage biotech

companies. Despite this, three portfolio companies, Beacon, Purespring and

Forceﬁeld, successfully syndicated ﬁnancings during the year.

–

Our Investment Manager has continued to adopt a framework for investing

which allows execution of the Group’s model but with earlier syndication.

This reduces ﬁnancing risk and the loss ratio.

–

Scenario planning and modelling by our Investment Manager during the year

to ensure we monitor our ability to invest at a higher than planned level into

companies if necessary.

–

Capital Allocation plan includes funding for the Group to underwrite the

delivery of all KVIPs where ﬁnancings not already in place.

–

Our Investment Manager has provided signiﬁcant support to our companies

who are in the process of or will soon need to be raising capital.

–

Our Investment Manager has worked with the portfolio companies to engage

advisers to support ﬁnancing rounds.

–

Our Investment Manager continuously reviews the capital landscape and

potential sources of capital and the timing of capital required.

–

Due to the challenging syndication environment experienced throughout the

year, there has been increased focus on funding structures, particularly around

seed funding and tranching, to manage ﬁnancing and progression towards a

de-risking event.

–

The Group has provided convertible loans to some of the portfolio companies

to support them to reach key milestones which may enable further capital

access and KVIPs which have the potential of delivering signiﬁcant NAV

growth, through M&A and liquidity events.

Access to capital

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Principal risks and uncertainties

continued

Access to capital

continued

CAPITAL POOL LOSSES OR ILLIQUIDITY

The capital pool is exposed to the risk of loss or illiquidity.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Loss of capital (or reduction in the value of capital due to inﬂation).

–

Inability to ﬁnance life science investments.

–

Reputation risk.

–

Counterparty bank or fund fails and we are unable to recover the money

held by them.

KEY CONTROLS

–

Protection against risk of loss and illiquidity are key characteristics; return

is a focus to avoid loss of real value, but a secondary consideration.

–

Risk parameters monitored monthly by our Investment Manager, with

enhanced review on a quarterly basis.

–

External adviser (Barnett Waddingham) engaged to carry out quarterly

and annual reviews of the capital pool against chosen parameters.

–

Cash balances are held at multiple investment grade or equivalent banks

and limited to three months’ forward funding requirements.

–

Near-term funding is held in UK and US treasuries.

–

Longer-term funding is held across multiple fund managers with strict

investment concentration limits, daily liquidity funds, and either investment

grade or strict low volatility limits to minimise credit risk.

–

Investments made within deﬁned risk volatility limits. Use of two fund managers

with differentiated strategies, performance reviewed and monitored by the

Liquidity Management Committee and external adviser (Barnett Waddingham).

WHAT HAS HAPPENED IN THE YEAR?

–

Continued active management of the capital pool through the Investment

Manager’s Liquidity Management Committee, reporting on a quarterly basis

to the Board, supported by external adviser Barnett Waddingham.

–

Risk is being managed through a tiered approach to investment, and liquidity

and return are managed within deﬁned volatility and concentration limits.

–

Our external adviser supports us in evaluating the markets and providers

and funds are spread across multiple banks, government bonds and two

fund managers with differentiated investment strategies.

–

Updated the structure of the capital pool to have an increased focus on

liquidity whilst maintaining an appropriate level of risk, enabling the continued

protection of the capital pool from inﬂationary pressures.

RELIANCE ON SMALL NUMBER OF KEY

INDIVIDUALS AT OUR INVESTMENT MANAGER

The execution of the Group’s strategy is dependent on a small

number of key individuals with specialised expertise at our

Investment Manager. This is at risk if the Investment Manager

does not succeed in retaining skilled personnel or is unable

to recruit new personnel with relevant skills.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Poorer oversight of portfolio companies, risk of loss of value from poor

strategic/operational decisions.

–

Insufﬁcient resource to take advantage of investment opportunities.

–

Loss of licence to operate if insufﬁcient resource or processes mean

we fail to meet stakeholder expectations.

KEY CONTROLS

–

Market benchmarking of remuneration for staff.

–

Provision of long-term incentive scheme to incentivise and retain staff.

–

Ongoing recruitment to strengthen team and deepen resilience.

–

Focus on investment team development to provide internal succession from

next tier of leaders, with process supported by the Investment Manager’s

Leadership Team.

–

Process development within corporate functions to reduce risk of single

point failures.

–

Building high-quality teams within portfolio companies that can operate

at a high strategic level.

–

Dynamic and simpliﬁed governance framework to support transformational

change and ongoing business requirements.

WHAT HAS HAPPENED IN THE YEAR?

–

The Investment Manager’s Executive Partner group has been further

strengthened with the addition of Richard Wooster.

–

Ken Galbraith was appointed Chair of the Investment Manager.

–

Signiﬁcant emphasis on developing and coaching our next generation of the

investment team and launching an internal training programme – Syncona

Leadership Academy.

–

Market benchmarking for remuneration and total reward for Investment

Manager’s staff.

–

The Investment Manager’s investment team’s reporting lines and titles updated

to market standard, leadership roles created for senior investment talent.

–

Appointments have been made by the Investment Manager during the year

at associate and intern level in the investment team as well as across the

corporate functions to strengthen the team and deepen resilience.

–

Review of ‘culture and values’ with support of third-party consultant to improve

staff engagement and ensure alignment of mission across the Investment Manager.

–

Investment Manager involved in the recruitment of senior appointments at portfolio

companies ensuring high-quality talent is embedded locally at each company.

People

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

SYSTEMS AND CONTROLS FAILURES

We rely on a series of systems and controls to ensure proper

control of assets, record-keeping and reporting, and operation

of the Group’s business.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Risk of loss of assets.

–

Inability to properly oversee the Investment Manager.

–

Inaccurate reporting to shareholders.

–

The Group, our Investment Manager and the portfolio companies may be

subjected to phishing and ransomware attacks, data leakage and hacking.

–

Our Investment Manager is unable to carry out its functions properly.

–

Breach of legal or regulatory requirements.

–

Reputation risk, loss of conﬁdence from shareholders and other stakeholders.

KEY CONTROLS

–

Systems and control procedures are reviewed regularly by our Investment

Manager, with input from specialist external advisers where appropriate.

–

Certain systems have been outsourced to the Administrator who provides

independent assurance on its own systems.

–

Annual review of the effectiveness of systems and controls carried out

by the Audit Committee.

–

Anti-fraud, bribery and corruption controls.

–

Anti-money laundering controls.

–

Whistleblowing arrangements.

–

IT policies and procedures.

–

Back-up and disaster recovery procedures and testing.

–

IT and cyber security monitoring and control framework, and regular

penetration tests.

WHAT HAS HAPPENED IN THE YEAR?

–

Ongoing compliance reviews and review of key processes performed during

the year by our Investment Manager.

–

Implementation of organisational and governance changes to help simplify

processes and decision-making, review of IT infrastructure and processes at our

Investment Manager, including penetration threat testing by an external provider.

–

Review of core outsource providers.

–

Investment Manager’s staff handbook and operating policies reviewed

and updated as required.

–

Annual review of the effectiveness of systems and controls carried out

by the Audit Committee.

UNABLE TO BUILD HIGH-QUALITY TEAM/

TEAM CULTURE

Portfolio companies are reliant on recruiting highly specialised,

high-quality staff to deliver their strategies. This can be challenging

given a limited pool of people with the necessary skills in the

countries they operate. In addition, these are fast-growing companies

and establishing a high-quality culture from the outset is key.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Ultimately, failure to deliver key elements of operational plans resulting

in material loss of value.

KEY CONTROLS

–

Seek to build high-quality teams in portfolio companies. This can begin before

an investment is made.

–

Ensure executive team aims to build a high-quality culture from the outset,

and monitor and support its effectiveness.

–

Build strong portfolio company boards (including representatives from the

Investment Manager’s team and experienced non-execs) to provide effective

oversight and support.

–

Support from the Investment Manager’s team, including taking operational

roles where necessary, and facilitating access to support from across the

portfolio where appropriate, or external consultant resource from our networks.

WHAT HAS HAPPENED IN THE YEAR?

–

Advice and guidance provided to the portfolio companies from the Investment

Manager speciﬁcally by the Executive Partner group, which was further

strengthened this year with the recruitment of Richard Wooster; this

differentiates the portfolio companies from other biotechs and should help

attract key talent.

–

Signiﬁcant involvement of the Investment Manager in senior hires at portfolio

companies to ensure industry leading talent is embedded within each company.

–

Regular benchmarking data for key roles to ensure retention of high-quality

individuals.

–

The Group is represented on all private boards by the Investment Manager

within the strategic portfolio which provides transparency over team

performance and company culture.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

UNABLE TO EXECUTE BUSINESS PLANS

Portfolio company business plans may be impacted by a number of

external factors, including access to patients, delivery by suppliers and

the wider business environment (including factors such as COVID-19).

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Ultimately, failure to deliver key elements of operational plans resulting

in material loss of value.

KEY CONTROLS

–

Our Investment Manager seeks to build high-quality teams in portfolio

companies. This can begin before an investment is made. Where possible

these should include resilience to deal with unexpected external factors, though

companies will also be focused on maximising value from capital invested.

–

Our Investment Manager seeks to maintain capital buffers to cope with

unanticipated issues before any cash out event at portfolio companies.

–

Oversight of key external factors/relationships by our Investment Manager

that are important to delivering business plans.

–

Sharing of knowledge (where appropriate) across the portfolio to support

companies in managing external factors.

–

Our Investment Manager’s close involvement in setting strategy and early

business plans. Board representation and signiﬁcant shareholding allows

some inﬂuence on management execution.

WHAT HAS HAPPENED IN THE YEAR?

–

Our Investment Manager’s Executive Partner group has been built out further

with the addition of Richard Wooster. This group has provided specialist

support and advice throughout the year. Where required, members of the

Executive Partner group, and the investment team, have taken on

secondments at our portfolio companies and/or a Board position to provide

more hands-on support. Secondments during the year included roles at

Beacon, Forceﬁeld, Kesmalea, Mosaic, Yellowstone and Slingshot.

–

Additional scenario planning and modelling has been implemented during the

year by the Investment Manager to better ensure we monitor progress against

long-term goals and make informed decisions.

–

Capital Allocation plan includes funding for the Group to underwrite the

delivery of all KVIPs where ﬁnancings not already in place.

–

Continuous internal review of the capital landscape and potential sources of

capital and the timing of capital required by our Investment Manager. Increased

focus on strategic syndication, including from an early stage, to secure

long-term access to capital.

–

Shaping strategy and business plans is core to the Investment Manager’s

business model and fundamental to its ability to manage and mitigate risk.

Disciplined decisions have been made during the year to switch off

opportunities where this was not the case.

–

Investment Manager’s portfolio execution meeting is a bi-weekly forum for

senior members of the investment team and Executive Partnership group

to discuss key portfolio topics, including strategy, capital and people. The

meeting allows our Investment Manager to make and anticipate key decisions

in the portfolio with the insights of all senior leaders.

–

Monitoring and review of ongoing developments with regard to potential trade

tariffs and price controls in the US.

MACROECONOMIC ENVIRONMENT HAS A NEGATIVE

IMPACT ON SENTIMENT FOR PORTFOLIO

COMPANIES AND THE GROUP’S BUSINESS MODEL

The challenging macroeconomic environment results in investors

being more risk averse, impacting their appetite to invest in

early-stage biotech companies.

RELEVANT STRATEGIC PRIORITIES

Year-on-year change

IMPACTS

–

Investors are focusing on existing portfolios rather than investing in early-stage

biotech companies, therefore the Group may be required to invest further

capital, leading to greater exposure to individual companies than desired and

less ability to support other companies.

–

Inability for portfolio companies to deliver their business plans due to

ﬁnancing constraints.

–

For the Group, exit opportunities may be less attractive, with impact

on availability of capital to fund portfolio companies.

–

A reduction in demand for the Company’s shares would impact the

performance of the Company’s share price.

–

Failure to deliver strategy and/or investment objective.

KEY CONTROLS

–

Our Investment Manager monitors capital allocation on an ongoing basis,

with transparent reporting to the Board.

–

Seek to maintain sufﬁcient liquidity to fund companies to KVIPs.

–

Ongoing consideration of how to best to achieve balance between returning

cash to shareholders in a timely manner and maximising value from portfolio.

–

Ongoing consideration of syndication strategy at portfolio company level,

to maximise value and minimise dilution when external capital is brought in.

–

Ongoing consideration of potential options to manage liquidity from our life

science assets, including exit opportunities.

–

Seek to maintain capital buffers to cope with unanticipated issues before cash

out events.

WHAT HAS HAPPENED IN THE YEAR?

–

Capital allocation concentrated towards clinical opportunities and delivering

KVIPs across the portfolio, maintaining a disciplined approach against a

challenging market backdrop.

–

Our Investment Manager has continued to monitor capital requirements across

the entire portfolio closely, ensuring all options are considered with regards

to future ﬁnancing, including exit options.

–

Our Investment Manager has increased engagement with key pharma partners.

–

Additional scenario planning and modelling has been implemented during the

year by our Investment Manager to ensure we monitor our ability to invest at

a higher than planned level into companies if necessary.

–

Capital Allocation plan includes funding for the Group to underwrite the

delivery of all KVIPs where ﬁnancings not already in place.

–

Our Investment Manager continuously reviews the capital landscape and

potential sources of capital and the timing of capital required.

–

Continued increased engagement with investors and analysts.

–

Our Investment Manager has continued to actively manage the capital pool.

This involves managing risk through a tiered approach to investment, and

managing liquidity and return, within deﬁned volatility and concentration limits.

External advisers are used to evaluate the markets and providers and funds

are currently spread across multiple banks, government bonds and two fund

managers with differentiated diversiﬁed investment strategies.

–

Macroeconomic and fund performance is reviewed regularly by the Investment

Manager and the Liquidity Management Committee and reported quarterly

to the Investment Manager and Syncona Limited Boards.

–

Monitoring and review of ongoing developments with regard to potential trade

tariffs and price controls in the US.

Macroeconomic environment

People

continued

Principal risks and uncertainties

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

STRATEGIC REPORT

Viability assessment and statement

The Directors have assessed the prospects of the Company, considering

its ability to continue in operation and meet its liabilities as they fall due

over the three-year period to 31 March 2028. As part of this assessment

the Directors have also taken into consideration their review and

conclusions on the material uncertainty on going concern caused by the

potential change in investment objective and policy which is disclosed

more fully in the Directors’ Report on page 96. The period selected was

considered appropriate as:

–

it covers a period over which all the current uncalled investment

commitments are expected to be called;

–

the Directors believe this to be a reasonable period of time for

the life science investments to make meaningful progress on the

journey towards fulﬁlling their long-term potential; and

–

the Directors have a reasonable conﬁdence over this horizon.

The Company’s strategy is well documented in the Strategic Report

on pages 2 to 69. The Company does not generate income on a

regular basis and relies on its capital pool to fund its investments. The

Company has the ability to manage its capital consumption by varying

the level of capital commitment allocated to each investment, the level

of syndication at ﬁnancing rounds and the ability to realise assets.

The portfolio is actively managed on this basis.

Key factors affecting the Company’s prospects over the assessment

period are reﬂected in the principal risks set out on pages 62 to 68.

These include the ability to access capital, failure of material investment

assets, people risks and the macroeconomic environment. The table

of principal risks sets out the key controls for these risks.

These factors also apply over the longer term as identiﬁed in the

strategy, although factors such as access to capital become more

challenging to mitigate. In addition, over the longer term, other risks

may arise such as longer-term risks around US pharmaceutical pricing,

or changes to the business environment including the outlook for

product approvals/regulation and trade tariffs. These potential risks

are monitored by the Directors.

THE ASSESSMENT PROCESS AND KEY ASSUMPTIONS

The assessment is carried out by the SIML Finance team with input

from the wider business, including the SIML CEO and SIML Leadership

Team, is challenged and reviewed by the Audit Committee and

approved by the Board.

The Company’s viability testing considers a principal scenario and a

number of stress scenarios. The principal scenario reﬂects current and

future investments assuming existing commitments and anticipated

investment levels in line with the strategic update as announced.

The table opposite gives an overview of the scenarios modelled and the

mapping to the Company’s relevant principal risks, with the overarching

risk being that the Company has insufﬁcient access to capital to fund

the life science portfolio companies and its own liabilities.

The reverse stress test case is highly unlikely given the active management

of the portfolio and the various levers available to the Company.

Our viability testing also considers the impact of material life science

investment failures; these do not change the Company’s access to cash

and so do not directly negatively impact the outcome of the viability

testing but could have other negative impacts on the Company.

The Company seeks to maintain liquidity to fund companies to their

next key value inﬂection point. As at 31 March 2025, Syncona had a

net capital pool of £287.7 million, of which £276.3 million is accessible

within 12 months. This exceeds the current contractual commitments of

£81.7 million. Our analysis shows that, while there may be a signiﬁcant

impact on the Company’s reported performance in the short term under

the tested scenarios, the resilience and quality of our balance sheet

is such that solvency is maintained and our business remains viable.

VIABILITY STATEMENT

Based on the results of this analysis, the Directors have a reasonable

expectation that the Company will be able to continue in operation

and meet its obligations as they fall due over the three-year period

of assessment.

MAPPING OF VIABILITY SCENARIOS TO PRINCIPAL RISKS

Scenario

Principal risk mapping

SCENARIO 1

Ensure liquidity is available to deliver

key value inﬂection points and achieve

a balance between returning cash to

shareholders in a timely manner and

maximising shareholder value.

–

Not having capital to invest

–

Private/public markets don’t

value or fund our companies

when we need to access them

–

Capital pool losses or illiquidity

SCENARIO 2

Sources of external funding for

portfolio companies with emerging

clinical data are not available so

Syncona provides sufﬁcient capital

for each company to achieve its

next KVIP.

–

Not having capital to invest

–

Private/public markets don’t

value or fund our companies

when we need to access them

–

Capital pool losses or illiquidity

–

Unable to execute business plans

–

Macroeconomic environment has

negative impact on sentiment

SCENARIO 3

Anticipated capital pool balance

is lower than expected leading to

insufﬁcient capital being available

for deployment to portfolio

companies at intended levels.

–

Capital pool losses or illiquidity

–

Not having capital to invest

–

Private/public markets don’t

value or fund our companies

when we need to access them

SCENARIO 4

A reverse stress test to determine

what would be required to deploy

all of Syncona’s capital pool in 12

months. This combines the stress

factors in Scenarios 2 and 3 plus

additional unexpected events such

as a portfolio company needing to

raise additional funding at short

notice. It is considered highly unlikely

that these factors would all arise

simultaneously in the next 12 months.

–

Not having capital to invest

–

Private/public markets don’t

value or fund our companies

when we need to access them

–

Macroeconomic environment has

negative impact on sentiment

The Company’s Strategic Report is set out on pages 2 to 69 and was

approved by the Board on 18 June 2025.

MELANIE GEE

CHAIR, SYNCONA LIMITED

18 June 2025

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

REPORTING DISCLOSURES

Corporate governance report

An introduction

from the Chair

This Corporate governance report, together

with the reports on pages 80 to 94, provides

a summary of the system of governance

adopted by the Company in the year ended

31 March 2025 and how the Company has

applied the principles and reported against

the provisions of the UK Corporate

Governance Code.

ROLE OF THE BOARD

The Company is a closed-ended investment company. The Company

has appointed its subsidiary SIML as Investment Manager, and

delegated responsibility for managing the investment portfolio to it.

The Board seeks to ensure the long-term sustainable success of the

Company and other Syncona Group companies; it sets their purpose,

investment policy (with shareholder agreement), strategic objectives

and risk appetite and ensures effective engagement with stakeholders,

including employees.

The Board oversees the Investment Manager in its execution of the

investment strategy, receiving regular reporting on the performance

of the investment portfolio. Management of the investment portfolio is

delegated to the Investment Manager (with regular Board oversight),

other than in respect of very large decisions (meaning decisions relating

to more than 10% of the Company’s NAV) which are taken by the Board.

The Chair is responsible for: ensuring that the Board upholds a

high standard of corporate governance and operates effectively and

efﬁciently; promoting a culture of openness and debate, facilitating

constructive relations and open contributions between Directors;

and leading the Board in exercising effective stewardship over the

Company’s activities in the interests of shareholders and other

stakeholders, including employees.

Members of the Investment Manager’s team provide administrative

and other support to the Board, for example in preparing Board

materials and brieﬁngs and drafting of the Annual Report. The Board

also has access to the advice and services of an Administrator and

Company Secretary, Citco Fund Services (Guernsey) Limited, and

a Depositary, Citco Custody (UK) Limited, to support the Board

in ensuring that Board procedures are followed, and to assist with

compliance with applicable rules and regulations.

The following pages give details of our governance structure. Further

information on the matters reserved to the Board, and the role of the

Committees, Chair and Senior Independent Director, is available on

our website.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

COMPOSITION AND MEETINGS

All of the Board are Non-Executive Directors and proﬁles of each,

including length of service, are on pages 76 to 79. In October 2024,

the Board was pleased to welcome John Roche as an additional

Non-Executive Director and as a member of the Audit Committee.

All Directors are considered to be independent.

The Board holds quarterly Board meetings, along with a Strategy

day each year. The Board meetings follow an annual work plan that

seeks to ensure a strong focus on key strategy and governance issues,

alongside oversight of the performance of the Investment Manager

in its implementation of the strategy. The Investment Manager works

closely with the Chair, and liaises with the Company Secretary, to

ensure the information provided to the Board meets its requirements.

All members of the Board also have access to the advice of the

Company Secretary as they require. The Board may also hold ad hoc

meetings or discussions between its routine quarterly meetings,

where required for the business of the Company. This year the Board

met more frequently in the second-half of the year to progress its

comprehensive review of options available to maximise shareholder

value, including receiving updates on market conditions and the

outcome of shareholder engagement activities. The senior members

of the Investment Manager’s team attend each quarterly Board

meeting; the Board also schedules part of each meeting to be held

without those individuals.

The Audit Committee meets ﬁve times each year whilst the Nomination

and Governance Committee and Remuneration Committee typically

meet three times each year but will meet more often if they consider it

appropriate to do so to carry out their roles. During the year all regular

Board meetings were held in-person with ad-hoc Board meetings

generally held remotely. Committee meetings were held using a mixture

of remote and in-person formats, reﬂecting the most effective use of time.

As the Board is entirely made up of independent Non-Executive

Directors, we have not considered it necessary to appoint a

management engagement committee. The Board is responsible

for reviewing the performance of the Investment Manager in relation

to the investment portfolio.

STRATEGY AND RISK

At all times the Board is focused on ensuring that governance supports

robust oversight of strategy execution by the Investment Manager’s

team, particularly given the very signiﬁcant and often binary risks of

loss within our investments (with the potential for substantial returns).

At the Board’s Strategy day in September, the Board, again,

re-afﬁrmed the fundamental model of creating companies around

world-leading science and our commercial strategy, building the

team and infrastructure, and providing scaled funding when the

risk is appropriate. We discussed the challenging market conditions

for early-stage life science companies, along with the Investment

Manager’s strategies to deliver KVIPs and sustainably grow the

portfolio over the long term. We also discussed the poor share price

performance and increasing discount to NAV and the challenging

market backdrop and broader sentiment towards listed investment

companies, including recent mergers and acquisition activity within

the sector, and the views of our own shareholders.

During the year, the Board discussed the key risks to our business,

both current risks and potential risks that may arise. This feeds into the

Company’s risk register, and more details are reported in the Principal

risks and uncertainties section on page 62. The Board also considered

the effectiveness of the Company’s risk management and internal

control systems, supported by the work carried out by the Audit

Committee (see its report on pages 84 to 88). The Board is satisﬁed

that the Company has adequate and effective systems in place to

identify, mitigate and manage the risks to which it is exposed, although

recognises that the system of internal control is designed to manage

rather than to eliminate the risk of failure to achieve these objectives.

BOARD ATTENDANCE 2024/5

The Board is satisﬁed that each of the Directors commits sufﬁcient time to the affairs of the Company to fulﬁl their duties and meet their

responsibilities. Attendance at the Board and Committee meetings during the year was as shown in the table below:

Board

meetings

Nomination and Governance

Committee meetings

Audit Committee

meetings

Remuneration

Committee meetings

Melanie Gee (Chair)

12/12

4/4

–

6/6

Julie Cherrington

12/12

–

5/5

–

Cristina Csimma

12/12

–

5/6

Virginia Holmes

12/12

4/4

5/5

6/6

Rob Hutchinson

12/12

4/4

5/5

6/6

Kemal Malik

12/12

4/4

5/5

–

Gian Piero Reverberi

12/12

4/4

6/6

John Roche

8/8

–

2/2

–

1. Cristina Csimma was unable to attend a Remuneration Committee meeting in May 2024 due to a prior commitment.

2. Gian Piero Reverberi stepped down as a member of the Audit Committee on 19 November 2024.

3. John Roche was appointed to the Board and joined the Audit Committee on 1 October 2024.

“Continued robust oversight of the

execution of investment strategy.”

MELANIE GEE

CHAIR OF THE COMMITTEE

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Corporate governance report

continued

THE SIML TEAM

A key development in the year was the appointment of Kenneth

Galbraith to the Board of Directors of the Investment Manager in

November 2024, becoming Chair of the Board in February 2025,

following receipt of FCA approval. In February 2025, Ken was

appointed to the Investment Committee of the Investment Manager.

Ken’s appointments as Chair of the Board of the Investment Manager

and member of the Investment Committee were approved by the

Board after careful consideration of succession options and a

comprehensive global search process, working with support from

specialist recruitment and leadership advisers. The Board considered

Ken’s expertise across biotechnology and venture capital and his

existing knowledge of the business obtained from his prior role

as an Executive Partner of the Investment Manager.

On 10 March 2025, Kate Butler, the Investment Manager’s CFO,

succeeded Rolf Soderstrom as Compliance Ofﬁcer of the Investment

Manager, in line with succession plans.

The Board recognises the importance of ensuring that the Company’s

culture (and the culture of the Investment Manager’s team) is aligned

with its purpose and strategy. During the year the Investment Manager

conducted a follow-up to its 2022 employee engagement survey which

showed signiﬁcant improvements across many areas, including

leadership, communication with employees and increased employee

empowerment. While meaningful progress has been made on the key

themes identiﬁed in 2022, opportunities for further improvement were

identiﬁed and the Board continues to monitor the activities identiﬁed

by the Investment Manager’s leadership team to address these areas.

Gian Piero Reverberi, the designated Director for engagement with the

Investment Manager’s team, continued his series of informal meetings

with employees with a focus this year on discussing the ﬁndings of

the most recent employee engagement survey and the Investment

Manager’s progress in delivering the enhancements identiﬁed from the

ﬁndings. These included evolving the culture and values, continuing

to enhance cross-functional collaboration, and implementing initiatives

regarding career development. The sessions were well attended by

employees with key themes from the conversations reported to the

Board at its March meeting. Gian Piero will continue to meet with

employees during the coming year to support the Board in its

oversight. The Board also engages with the SIML team in other

ways, and further details are set out on page 75.

Alongside Board engagement with the Investment Manager’s team,

there is a Whistleblowing Policy in place which includes provision for

any issues to be notiﬁed (where appropriate) to the Chair of the Audit

Committee or raised anonymously using an independent hotline.

ENGAGEMENT WITH SHAREHOLDERS

The Board is focused on understanding the views of shareholders

so these can be taken into account in decision-making. The Board

considers feedback and shareholder views collated by the investor

relations team and our advisers at every regular Board meeting.

Through the year, the Chair took the opportunity to meet with a

number of our key shareholders, to directly hear their perspectives

and communicate these to the Board. Topics discussed included:

poor share price performance and the increasing discount to NAV;

market conditions for biotech companies and investment companies

more broadly; and the work undertaken by the SIML team to protect

value, rebalance the portfolio to later stage and allocate capital to

clinical and late-stage clinical opportunities.

The Board has, in consultation with SIML and advisers, undertaken

a comprehensive review of options to maximise value for shareholders.

As part of this review, the Board has engaged extensively with

shareholders, who expressed a range of perspectives, reﬂecting

Syncona’s diverse shareholder register.

The shareholders’ perspectives were also considered when increasing

the capital allocation to the share buyback programme in June 2024

and November 2024.

More broadly, the Company organises a comprehensive investor

relations programme, where members of the Investment Manager’s team

meet with existing and potential investors following the publication of

the annual and interim results, and as required during the year. As part

of this programme, 41 presentations were made to shareholders and

potential shareholders by senior members of the Investment Manager’s

team during the year. Members of the Board, particularly the Chair,

Senior Independent Director and Chair of each of the Committees,

are also available to meet shareholders on any issues that arise.

OTHER STAKEHOLDERS

The Board also holds responsibility for overseeing the effective

engagement with other stakeholders to ensure that their interests

are considered. Further details are set out on pages 74 and 75.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

ESG

The Company has adopted a formal Sustainability Policy and

Responsible Investment Policy, which are overseen by the Board,

with regular reports from the Investment Manager on implementation.

During the year the Board reviewed the policies and updated them

to reﬂect enhancements made to the ESG framework to align it with

updates to the sustainability matrix.

The Board believes that the Company’s core activities of investing in

businesses that seek to develop treatments that will make a difference

to the lives of patients and their families are the most signiﬁcant way

in which the Company can seek to make a positive contribution to

society. Given these are at the centre of what the Company does,

the Board has decided to integrate its consideration of sustainability

issues within its normal governance processes.

Further details of our approach to ESG and environmental impact are

set out on pages 42 to 45, and pages 52 to 57, and in our separate

Sustainability Report available on our website.

TRAINING AND ADVICE

The Company provides an extensive induction process for new

Directors, including brieﬁngs from a signiﬁcant portion of the

Investment Manager’s team and discussions with the Chair and

chairs of each of the Board’s Committees. John Roche completed

the induction process in March 2025.

In addition, consideration is given to whether any additional training

would be helpful to the Board, taking account of feedback from

Directors as part of the Board evaluation or otherwise.

During the year, external speakers were invited to address the

Board on topics including: an update on the investment company

sector and recent strategic transactions in the investment company

space; and UK Corporate Governance Code changes and

implementation considerations.

The Board has also continued to apply the knowledge obtained from

its brieﬁng on opportunities for AI in the life sciences last year and

has, this year, spent time enhancing its understanding of cyber risk

developments and reviewing the arrangements put in place by its

Investment Manager to manage and mitigate cyber risks.

UK CORPORATE GOVERNANCE CODE

COMPLIANCE STATEMENT

The Company has complied with the relevant provisions of the UK

Corporate Governance Code (July 2018), which is publicly available

at frc.org.uk, except that given the Company’s structure, and that

it has no Executive Directors and is managed by the Investment

Manager, the Board considers that the following provisions are not

relevant to the Company:

–

The role of the Chief Executive Ofﬁcer (Provision 14): there is

no Chief Executive Ofﬁcer of the Company, and responsibility

for management of the investment portfolio is delegated to the

Investment Manager.

–

Executive Directors’ remuneration (Provisions 33 and 36 to 40):

this is not relevant as the Company has no Executive Directors.

The Board notes that the UK Corporate Governance Code 2024

(the 2024 Code) will apply for the ﬁnancial year starting 1 April 2025

and will be applying and reporting against the requirements of the

2024 Code for the coming year, to the extent applicable.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

The Board is committed to ensuring there

is active engagement with all of Syncona’s

key stakeholder groups.

WHY DO WE ENGAGE?

The Board recognises the critical

importance of understanding and

incorporating the expectations of

Syncona’s shareholders as we seek

to deliver our strategy and maximise

value for shareholders. We strive

to ensure our shareholders have

an in-depth understanding of our

operations, portfolio, value framework

and sustainability approach.

HOW DO WE ENGAGE?

–

The Board directly engages with

shareholders through the Chair,

who seeks the perspectives of key

shareholders and investor groups

each year via written correspondence

and in-person meetings.

–

Other members of the Board also

engage with shareholders on speciﬁc

key issues when relevant, including

taking into account the perspectives

of shareholders when reviewing

Syncona’s Remuneration Policy.

–

Day-to-day communication with

shareholders is led by the Investment

Manager’s team, predominantly taking

place through individual and group

meetings hosted by Investor Relations

(IR) and members of the Leadership

Team, particularly following the

publication of interim and full-year results.

–

The Board is provided with regular

updates on shareholder sentiment from

the Chair, the Investment Manager’s

team and advisers, and receives regular

reporting on the Investment Manager’s

delivery against Syncona’s IR strategy.

OUTCOMES AND ACTIONS DURING

THE YEAR

–

The Syncona Board took the decision

in June 2024 and November 2024 to

allocate further amounts to the share

buyback programme launched in

September 2023, believing that the

shares represented a compelling

investment opportunity. The

perspectives of key shareholders were

taken into account in the decision to

continue the share buyback programme.

–

The Board has, in consultation with

the Investment Manager, advisers

and shareholders, undertaken a

comprehensive review of options

to maximise value for shareholders

following a period of underperformance

within the biotech sector. The Chair met

with a number of our shareholders to

hear their perspectives with a diverse

range of feedback provided focused on:

poor share price performance, suitability

of public markets for a long-term life

science investment strategy and future

path forward for growth for the

Company. Shareholder perspectives

were fed back to the Board and

informed Board discussions and

decision-making on the implementation

of the strategy, the continuation of

the share buyback and discussions

regarding possible options to maximise

value for shareholders.

–

Updates on shareholder relations

activities were provided at each

regular Board meeting by the

Investment Manager’s team and

considered as part of discussions.

WHY DO WE ENGAGE?

SIML’s approach to actively managing

the portfolio means they establish and

maintain strong relationships with the

management teams at the portfolio

companies, often holding Board roles.

SIML’s engagement with the companies

leverages our Investment Manager’s

in-house expertise and helps to manage

risk across the portfolio, meaning they can

support companies in addressing and

managing issues when they arise. This

direct and regular engagement means that

SIML are able to report on the companies’

progress effectively to Syncona.

HOW DO WE ENGAGE?

–

The Board monitors high-level

progress across the portfolio in order

to track delivery against key milestones

(including KVIPs) which support the

delivery of Syncona’s strategy.

–

The oversight conducted by the

Board includes monitoring against

Syncona’s sustainability expectations.

–

Direct engagement with portfolio

companies is managed by the

Investment Manager’s team, with

team members across functions

having close relationships with

portfolio company management

teams which helps support delivery

against commercial, clinical and

ﬁnancing plans.

–

This support includes taking on board

roles, where members of the

Investment Manager’s team are able

to provide guidance and ensure

appropriate governance is in place

for portfolio companies.

OUTCOMES AND ACTIONS DURING

THE YEAR

–

During the year the Investment

Manager’s team continued to provide

reporting to the Board on portfolio

company progress, with a summary

provided by the CEO of SIML following

each quarterly business review meeting

alongside key actions identiﬁed.

–

An in-depth overview of the portfolio

investment strategy, including the

impact of rebalancing the portfolio

to later-stage assets, was provided to

the Board as part of the September

Strategy day.

–

The Board met with members of the

Investment Manager’s team to obtain

a more detailed understanding of

some key portfolio company

decisions made during the year.

WHY DO WE ENGAGE?

A strong relationship with aligned

co-investors is critical to the delivery of

Syncona’s long-term strategy. Syncona’s

ﬁnancing approach has evolved to bring

aligned co-investors to new portfolio

companies at an earlier stage, to enable

broader ﬁnancial scale across the

portfolio, whilst still holding three to ﬁve

companies with signiﬁcant shareholdings

to late-stage development. These

co-investors play an important role in

supporting our companies through the

development cycle, providing funding and

expertise in partnership with Syncona.

Relationships with pharma teams are

also a key priority for the Investment

Manager’s team given their potential

role as acquirers and collaborators of

Syncona portfolio companies.

HOW DO WE ENGAGE?

–

The Board is provided with regular

updates on the status of key

relationships with co-investors

and strategic partners.

–

The Board also regularly reviews

Syncona’s capital strategy, which

incorporates the role of co-investors in

ﬁnancing strategy within the portfolio.

–

The Investment Manager’s team takes

an active role in coordinating with

current and prospective co-investors.

This takes place through direct

engagement at portfolio company

Board meetings as well as in ad hoc

engagement which can be focused

on wider areas of collaboration.

OUTCOMES AND ACTIONS DURING

THE YEAR

–

Increasing engagement with co-investors

continued to be a key priority for the

Investment Manager’s team during the

year and updates were provided to

the Board on the status of key strategic

relationships and their potential role

supporting Syncona’s capital strategy.

WHY DO WE ENGAGE?

The strength of SIML’s relationships

with academics, key opinion leaders

and world renowned institutions in

the life sciences ecosystem has been

important in creating Syncona’s portfolio

of companies. The SIML team bring

commercial vision working alongside

founders to turn their scientiﬁc ideas

into commercial reality and bring

therapies towards patients.

HOW DO WE ENGAGE?

–

The Board is provided with regular

updates from the Investment

Manager on Syncona’s investment

pipeline, including information on

where opportunities have been

sourced from and how this helps

to support investment cases.

–

The Investment Manager leverages its

broad network in order to support the

delivery of the Company’s strategy.

Members of the investment team

engage regularly with institutions and

senior leaders across the life sciences

environment to source investment

opportunities as well as promote

Syncona’s role within the sector.

OUTCOMES AND ACTIONS DURING

THE YEAR

–

Updates were provided at each

Board meeting on the status of

the investment pipeline, including

the investments which Syncona

completed during the year.

SHAREHOLDERS

PORTFOLIO COMPANIES

CO-INVESTORS

SCIENTIFIC RESEARCH COMMUNITY

Corporate governance report

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

WHY DO WE ENGAGE?

Delivering strong patient impact is critical to Syncona’s

strategy of building companies that can develop

transformational treatments for patients in areas of high

unmet need. The impact a potential therapy can have

on patients is integrated into our investment process

and the ongoing management of the portfolio.

HOW DO WE ENGAGE?

–

The Board is provided with updates relating to

individual investment opportunities, including how

these investments have the potential to deliver a

strong patient impact, as well as key updates relating

to patients at portfolio companies such as progress

in clinical trials.

–

The Board plays an active role in engaging with the

Investment Manager on the delivery of the sustainability

strategy, which contains a strong focus on patients.

This includes reviewing the Responsible Investment

Policy on an annual basis, which incorporates

Syncona’s expectations for managing medical research

and safety within clinical trials in the portfolio.

–

Patient impact is incorporated into the Investment

Manager’s investment process, with the core of

Syncona’s strategy being to create and build

companies delivering transformational treatments in

areas of high unmet need. Patient considerations are

also a key part of the Investment Manager’s ongoing

management of Syncona’s portfolio as it supports

companies in their clinical and commercial strategies.

OUTCOMES AND ACTIONS DURING THE YEAR

–

The Board reviewed and approved Syncona’s

Sustainability Policy and Responsible Investment

Policy in March 2025.

WHY DO WE ENGAGE?

The Investment Manager’s team is critical to the

long-term success of the Company. Given the

very specialised nature of Syncona’s portfolio and

investment strategy, ensuring that the Investment

Manager’s team has the relevant broad level of

expertise is important for long-term delivery against

strategy. It is also important that the Investment

Manager’s team remains engaged through a healthy

culture that fosters a vibrant workplace that challenges

and supports them, with this ultimately supporting

the Company’s vision and strategy.

HOW DO WE ENGAGE?

–

The Board plays a key role in overseeing the

culture at Syncona and prioritises direct engagement

with the Investment Manager’s team. This is

predominantly led by Gian Piero Reverberi, the

Board’s designated engagement director.

–

Regular updates are provided to the Board on

people strategy. This includes details on hiring

strategy for the year (including key senior hires),

outputs of employee surveys, and summaries of

key business process changes which will impact

the SIML team.

–

The Remuneration Committee considers cross-team

incentivisation through the LTIP incentive scheme.

–

The Investment Manager’s Leadership Team is

responsible for business operations as well as

inﬂuencing and implementing its culture. The

Leadership Team prioritises engaging with the

broader team on strategy and operational

developments. The full team is updated on corporate

news through a weekly meeting, whilst town halls

are also used to provide more detailed updates on

key issues to the business.

OUTCOMES AND ACTIONS DURING THE YEAR

–

Gian Piero Reverberi directly engaged with members

of the Investment Manager’s team throughout the

year through quarterly lunches.

–

Embedding a strong uniﬁed culture has been a key

priority for the Investment Manager’s Leadership

Team, with a number of initiatives identiﬁed and

implemented following feedback from the latest

employee engagement survey conducted in 2024,

including an update to the Company’s values.

–

The Board was provided with a business update by

the Investment Manager’s CEO at every regular Board

meeting, which incorporated key people news as well

as any important changes in business processes.

–

The Board worked during the year to evolve and

strengthen the Investment Manager’s team, including

taking a key role in identifying a new Chair for the

Board of the Investment Manager.

WHY DO WE ENGAGE?

Since its foundation Syncona has played a key role

within the life sciences ecosystem. Our model of

providing long-term capital has played a pivotal role

in the development of the ﬁnancing environment for

early-stage life sciences companies in the UK, who are

able to positively contribute to their communities and

local economies. This is supported by our commitment

to maintaining a close relationship with government and

wider industry, where we actively contribute to initiatives

which underpin the long-term growth of the sector.

Our positive role within the community is also aligned

with our commitment to sustainability, which is

embedded into Syncona’s and its Investment Manager’s

investment, portfolio management and business

processes. The Board and its Investment Manager are

also active partners in working alongside Syncona’s

various not-for-proﬁt and charitable partners (including

The Syncona Foundation).

HOW DO WE ENGAGE?

–

Members of the Board actively engage across

the life sciences industry and participate in a range

of initiatives which support the insights and

perspectives they share with the Board and the

Investment Manager’s team.

–

The Board approves the annual donation to

The Syncona Foundation and is provided with

a detailed annual summary of progress across

its chosen charities.

–

The Investment Manager provides an update on

delivery against Syncona’s Sustainability Policy on

a biannual basis.

–

The Board and the Investment Manager actively

engage with a broad range of government and

industry ﬁgures, through direct engagement as well

as through the Investment Manager’s role as an

active participant in industry organisations such

as the BioIndustry Association (BIA).

–

The Investment Manager leads direct engagement

with Syncona’s charitable and not-for-proﬁt partners,

such as Level 20 and the Windsor Fellowship.

OUTCOMES AND ACTIONS DURING THE YEAR

–

The Board took the decision during the year to

maintain the donation provided to The Syncona

Foundation at 0.35% of NAV.

–

The Board reviewed and approved updates to

the Syncona Sustainability Policy and Responsible

Investment Policy in March 2025.

–

The Investment Manager closely monitored

government activity during the ﬁnancial year to

identify the right time to engage in light of a change

in the government.

The perspectives of the Company’s stakeholders are a key

consideration in Board decision-making and are integrated into

discussions held at the Board as well as within ongoing engagement

and oversight of the Investment Manager.

The Board engages with stakeholders both directly and indirectly

through the Investment Manager’s team, which is responsible for the

day-to-day management of many key stakeholder relationships.

PATIENTS

INVESTMENT MANAGER

LIFE SCIENCES ECOSYSTEM

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

0-2

years

12.5%

2-4 years

25%

4-6 years

37.5%

6+ years

25%

Female 50%

Male 50%

Board of Directors

A diverse Board

seeking to maximise

value

BOARD ETHNIC

DIVERSITY

12.5%

Minority ethnic

background

MELANIE GEE

CHAIR

DATE OF APPOINTMENT

1 January 2020 as Chair

(4 June 2019 as Director)

COMMITTEE MEMBERSHIP

BIOGRAPHY

Melanie Gee is Chair and originally joined

the Board as a Non-Executive Director in

June 2019. Melanie has over 30 years of

ﬁnancial advisory experience in executive

positions in investment banking, advising

clients across a broad range of sectors

and geographies. She is a Senior Adviser

at Lazard & Co Ltd, having joined as a

managing director in 2008. Before that,

Melanie spent 25 years with SG Warburg

& Co Ltd and then UBS. Melanie also has

extensive non-executive experience, with

more than a decade as a Non-Executive

Director at FTSE 100 and 250 companies.

Until October 2021 she was a Non-

Executive Director at abrdn plc, where she

sat on the Nomination and Governance

and Audit Committees and was the

Non-Executive Director with responsibility

for bringing the employee voice into the

boardroom. She was also previously a

Non-Executive Director at The Weir Group

PLC and Drax Group PLC and Chair of

the Board of Grosvenor Property UK.

IMPORTANCE OF CONTRIBUTION

Melanie brings extensive non-executive

experience in FTSE 100 and 250

companies, giving her an in-depth

understanding of governance

requirements and an understanding

of how to build and maintain a highly

effective Board as Chair of the Board

and Nomination and Governance

Committee. Her ﬁnancial advisory

experience is highly relevant to effective

oversight of the Company’s investment

and stakeholder strategies.

CURRENT POSITIONS

–

Senior Adviser, Lazard & Co Ltd

–

Sits on advisory groups for two

private family ofﬁces

BOARD TENURE AS AT 31 MARCH 2025

BOARD GENDER DIVERSITY

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

Corporate governance and ESG

Accounting (including valuation) experience

Portfolio construction and risk management

Venture capital or private equity experience

Building early-stage life sciences businesses

Pharma/biotech industry experience

Number of Directors

JULIE CHERRINGTON

NON-EXECUTIVE DIRECTOR

CRISTINA CSIMMA

NON-EXECUTIVE DIRECTOR

DATE OF APPOINTMENT

1 February 2022

COMMITTEE MEMBERSHIP

BIOGRAPHY

Dr Julie Cherrington is an experienced

life science executive with a strong track

record in bringing drugs into the clinic

and through to commercialisation, and

particular expertise in the oncology

setting. She is also an accomplished

company builder and has previously

served as President and Chief Executive

Ofﬁcer at several biotechnology

companies in the US West Coast,

Canada and Australia. Julie holds a BS

in biology and an MS in microbiology

from the University of California, Davis.

She earned a PhD in microbiology and

immunology from the University of

Minnesota and Stanford University. She

completed a postdoctoral fellowship at

the University of California, San Francisco.

Previously, Julie was a non-executive

director of Mirati Therapeutics.

IMPORTANCE OF CONTRIBUTION

Julie brings extensive understanding of

the US regulatory and clinical development

environment. Her experience of bringing

drugs through the clinic and to

commercialisation in the US will help

the Syncona Board to understand the

strategic needs of the business in North

America and beyond.

CURRENT POSITIONS

–

Non-Executive Director of Elevation

Oncology, Inc. (NASDAQ: ELEV)

–

Chair of Actym Therapeutics, MycRx

and Tolremo Therapeutics

–

Venture Partner at Brandon Capital

–

Advisor, Janux Therapeutics

(NASDAQ: JANX)

DATE OF APPOINTMENT

1 February 2022

COMMITTEE MEMBERSHIP

BIOGRAPHY

Dr Cristina Csimma has 30 years’

experience in drug development, new

company formation, value creation and

strategic guidance across a broad range

of therapeutic areas. She also brings

signiﬁcant expertise in venture capital

and the US biotech capital market

environment. Previously, Cristina was the

Executive Chair of the Board of Directors

of Forendo Pharma, Exonics Therapeutics

and Sardona Therapeutics; Chair of

Caraway Therapeutics; and a Board

Director of Aceragen Inc, Palisade Bio,

Juniper Pharma, Vtesse and Cydan,

where she was also the founding

President and CEO. She has served as

Board Director of T1D Exchange and on

a number of National Institutes of

Health and other non-proﬁt advisory

committees. Cristina holds a Doctor of

Pharmacy and a Bachelor of Science

from Massachusetts College of Pharmacy,

as well as a Master of Health Professions

from Northeastern University.

IMPORTANCE OF CONTRIBUTION

Cristina has signiﬁcant experience across

a variety of biotechnology companies

throughout their lifecycles. In particular,

her expertise covers drug development,

company building and capital raising,

particularly in the US, which is a key

market for Syncona’s portfolio.

CURRENT POSITIONS

–

Member of the Board of Managers

of New York Blood Center (NYBC)

Ventures LLC

–

Independent Board Member on

the Board of Directors of Asgard

Therapeutics

COMMITTEE MEMBERSHIP

Audit

Nomination and Governance

Remuneration

Chair

BOARD SKILLS AND INDUSTRY EXPERIENCE

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Board of Directors

continued

ROB HUTCHINSON

NON-EXECUTIVE DIRECTOR

DATE OF APPOINTMENT

1 November 2017

COMMITTEE MEMBERSHIP

BIOGRAPHY

Rob Hutchinson has over 30 years’

experience in the ﬁnancial sector as a

Chartered Accountant. He qualiﬁed in

1990 and spent 28 years with KPMG

across various roles. Rob retired from

practice in 2014 and is a Fellow of the

Institute of Chartered Accountants

in England and Wales. He served as

President of the Guernsey Society of

Chartered and Certiﬁed Accountants

between 2007 and 2009.

IMPORTANCE OF CONTRIBUTION

Rob has many years of broad ﬁnancial

experience. He spent a number of years

in roles specialising in the audit of

banking and fund clients at KPMG and

was appointed a partner in 1999. Rob

led the audits for a number of UK and

European private equity and venture

capital houses as well as listed funds

covering a variety of asset classes,

bringing broad experience in issues

arising from the valuation of private

assets. Rob led the ﬁrm’s fund and

private equity practices for seven years

and served as Head of Audit for KPMG

in the Channel Islands for ﬁve years

until 2013.

CURRENT POSITIONS

–

None

VIRGINIA HOLMES

SENIOR INDEPENDENT DIRECTOR

DATE OF APPOINTMENT

1 January 2021

COMMITTEE MEMBERSHIP

BIOGRAPHY

Virginia Holmes has an extensive

knowledge of the ﬁnancial services

industry, including both investment

management and banking. She was

previously Chief Executive of AXA

Investment Managers UK and held a

number of senior leadership roles over

more than a decade at Barclays Bank

Group. Virginia brings a wide range of

non-executive director experience of UK

listed companies. She is also a current

and past chair and trustee of a number

of pension funds and a founder director

of the Investor Forum.

IMPORTANCE OF CONTRIBUTION

Virginia’s extensive experience and

proven track record of working with

investment businesses as they look to

develop and expand are highly relevant

to the Board in deﬁning the Company’s

strategy and overseeing its delivery.

In addition, her extensive non-executive

experience gives her an in-depth

understanding of governance

requirements, supporting our goal

of a highly effective Board.

Virginia will not be seeking re-election

to the Board at the 2025 AGM.

CURRENT POSITIONS

–

Non-Executive Director of

Intermediate Capital Group plc

(LSE: ICG)

–

Chair of Murray International Trust plc

(LSE: MYI)

–

Chair of Unilever UK Pension Fund

COMMITTEE MEMBERSHIP

Audit

Nomination and Governance

Remuneration

Chair

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

KEMAL MALIK

NON-EXECUTIVE DIRECTOR

DATE OF APPOINTMENT

15 June 2020

COMMITTEE MEMBERSHIP

BIOGRAPHY

Kemal Malik joined the Board in June 2020.

He has 30 years of experience in global

pharmaceutical research and development.

He has been responsible for bringing many

innovative medicines through R&D to

successful commercialisation. From 2014

to 2019 he was a member of the Board of

Management of Bayer AG, responsible for

innovation across the Bayer group. He was

also responsible for Bayer LEAPS, the

organisational unit responsible for strategic

venturing in areas of disruptive

breakthrough innovation. Prior to his

appointment to the Bayer Board he was

Head of Global Development and Chief

Medical Ofﬁcer at Bayer Healthcare for 10

years and was previously a Non-Executive

Director at Acceleron Pharma, a Boston

based biopharmaceutical company. Kemal

began his career in the pharmaceutical

industry at Bristol Myers Squibb with

responsibilities in medical affairs,

clinical development and new product

commercialisation. Kemal qualiﬁed in

medicine at Charing Cross and Westminster

Medical School (Imperial College) and is a

Member of the Royal College of Physicians.

IMPORTANCE OF CONTRIBUTION

Kemal brings extensive experience

in breakthrough innovation and

commercialisation in the life science

sector, which are highly relevant to

the Board in deﬁning the Company’s

strategy and overseeing its delivery.

CURRENT POSITIONS

–

Director of Cartesian Therapeutics Inc

(NASDAQ: RNAC)

–

Scientiﬁc Adviser to Atomwise

–

Trustee of Our Future Health

GIAN PIERO REVERBERI

NON-EXECUTIVE DIRECTOR

JOHN ROCHE

NON-EXECUTIVE DIRECTOR

DATE OF APPOINTMENT

1 April 2018

COMMITTEE MEMBERSHIP

BIOGRAPHY

Gian Piero Reverberi is a senior

healthcare executive at Ferring

Pharmaceuticals, a leader in the areas

of reproductive medicine and maternal

health, gastroenterology and urology.

Prior to this Gian Piero was Senior Vice

President and Chief Commercial Ofﬁcer

at Vanda Pharmaceuticals, a specialty

pharmaceutical company focused on

novel therapies to address high-unmet

medical needs. He also spent 10 years

at Shire, where he served as Senior Vice

President International Specialty Pharma,

with responsibility for EMEA, Canada,

Asia Paciﬁc and Latin America.

He started his pharmaceutical career

at Eli Lilly in the US and Italy, where he

had responsibilities including ﬁnance,

business development, sales and

business unit leadership.

IMPORTANCE OF CONTRIBUTION

Gian Piero has over 20 years of

experience in commercialising novel

therapies spanning commercial strategy,

business development, business unit

leadership and management, launching

specialty and orphan drugs across

international markets. He has a degree in

Economics and Business Administration

from Sapienza University of Rome and

a Master in Business Administration from

SDA Bocconi in Italy.

CURRENT POSITIONS

–

Senior Vice President: Head of Global

Gastroenterology at Ferring

Pharmaceuticals

DATE OF APPOINTMENT

1 October 2024

COMMITTEE MEMBERSHIP

BIOGRAPHY

John Roche joined the Board in October

2024. He qualiﬁed as an Irish Chartered

Accountant in 1988 and moved

immediately to Guernsey to join the PwC

predecessor ﬁrm, Coopers & Lybrand.

He was seconded to the investment

management practices at PwC Ireland

(1996-1998) and PwC UK (2003-2008)

returning on a full-time basis in 2009 to

PwC Channel Islands, Guernsey ofﬁce.

John, a Guernsey resident, brings many

years of broad ﬁnancial experience to

the role, having spent more than 15

years as a Partner at PwC in Guernsey.

During this time he served as managing

partner of the Guernsey ofﬁce for seven

years and was leader of the ﬁrm’s

Channel Islands Capital Markets Practice

for 12 years. While at PwC, John

specialised in providing audit and capital

markets advisory services to listed

investment companies and alternative

asset management clients, developing

extensive valuation experience.

IMPORTANCE OF CONTRIBUTION

John’s extensive experience and

specialism in auditing as well as capital

markets transactions is highly relevant to

the Board in overseeing the Company’s

delivery of its strategy and supports our

goal of a highly effective Board.

CURRENT POSITIONS

–

Non-Executive Director and Chair

of the Audit Committee of Riverstone

Energy Limited (LSE: RSE)

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Report of the Nomination and Governance Committee

Nomination and

Governance Committee

I am pleased to present the work of the

Nomination and Governance Committee

in the year ended 31 March 2025.

ROLE OF THE COMMITTEE

The Committee’s role is to:

–

review the Board’s structure, size and composition (including

the skills, knowledge, diversity and experience) and make

recommendations to the Board accordingly;

–

identify and nominate, for the approval of the Board, candidates

to ﬁll Board vacancies and for putting in place succession plans

for Directors;

–

have an advisory role to the Board regarding the re-election

and election of Directors at the Company’s AGM and, where

appropriate, considering any issues relating to any Director’s

continuation in ofﬁce;

–

oversee succession planning for the CEO and Chair of the

Investment Manager;

–

support the Chair in carrying out the Board evaluation each year;

–

make recommendations for the membership of Board sub-

committees and boards of subsidiaries (other than portfolio

companies); and

–

review the Company’s compliance with the UK Corporate

Governance Code.

The Committee’s Terms of Reference are reviewed annually.

The current version is available on the Company’s website:

synconaltd.com.

SUCCESSION PLANNING

A key part of the Committee’s role is to plan for Board succession.

The Committee seeks to do this using a number of tools. At the core

of its approach is a skills matrix which identiﬁes the skill sets needed

on the Board and against which each of the Directors are asked to

evaluate themselves. Our core skill sets focus around life sciences and

private investing, overlaid with the governance and other skills required

by the Board of a listed investment company, reﬂecting the Board’s

feedback through the annual evaluation process over recent years.

THE COMMITTEE’S MEMBERS IN THE YEAR WERE

AS PER THE TABLE BELOW:

MEETINGS ATTENDED

Melanie Gee (Chair)

4/4

Virginia Holmes

4/4

Rob Hutchinson

4/4

Kemal Malik

4/4

Gian Piero Reverberi

4/4

The Committee must be comprised of at least three members,

who are appointed by the Board. All members of the Committee

in the year were independent Directors.

The Committee meets as required, and at least twice each year.

The table above sets out the number of meetings held during

the year and the number of meetings attended by each of the

members. Other Directors who are not members of the Committee

may also be invited to the meetings. In addition, the Committee

members communicate by email or phone to deal with ongoing

matters between meetings.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

“The Committee regularly assesses the skills

and expertise needed by the Board to provide

effective oversight of the Company.”

MELANIE GEE

CHAIR OF THE COMMITTEE

In addition to the skills matrix, the Committee has also approved a

Board Diversity Policy (set out on page 83). Diversity covers a range

of aspects, including personal characteristics such as gender or race,

ways of thinking or geographical location and experience. The policy

seeks to ensure that the Board, and its Committees, bring a broad

strategic perspective, based on an inclusive culture that recognises

and values the advantages of a diverse range of people.

Further considerations in Board succession planning include identifying

individuals to take on key Board roles such as Committee chairs and

considering the arrangements if a Director becomes unexpectedly

unavailable. Finally, the Committee considers the performance of

each Director, length of service on the Board and their future intentions

around continuing to be a Director, and the overall mix of lengths

of service of the Board as a whole.

Taken together, these items allow the Committee to deﬁne the desired

shape of the Board and to recruit against it. As a wholly non-executive

Board, internal succession planning for the Board is not relevant to the

Company. Recruitment is carried out using external search consultants

who are provided with a brief of desired characteristics for candidates.

Our search consultants are required to include a diverse range of

candidates bringing the desired skill sets in preparing their long list.

The Committee re-evaluates Board succession planning annually,

taking account of any feedback from the Board evaluation to ensure

it has a clear outlook on the actions it should take.

During the year, the Committee reviewed the succession planning

for the CEO and Chair of the Investment Manager. As described in

the Corporate governance report, the Board oversaw the Investment

Manager’s recruitment, and approved the appointment, of Kenneth

Galbraith as the Chair of the Investment Manager.

BOARD COMPOSITION

There was a change to Board composition in the year, with a new

Director being appointed to the Board.

As set out in the Committee’s report last year, in 2023/24, the

Committee noted that Rob Hutchinson had served on the Board for

more than six years and, in order to facilitate an orderly succession,

agreed to begin the search for an additional Director with accounting

and valuation experience who could, in time, potentially take on the

role of Chair of the Audit Committee when Rob retires from the Board.

Following a successful search, we were pleased to welcome

John Roche to the Board in October 2024. Further details on John’s

background and experience can be found on page 79. The recruitment

process was supported by the executive search consultants Teneo

People Advisory (who acted for the Company in that role, and do not

have any other connection with individual Directors). The Committee has

considered the impact of John’s appointment on the overall makeup of

the Board and is satisﬁed that the Board composition continues to bring

the relevant skills needed by the Board.

In addition, we believe that the Board brings a diverse range of

characteristics and perspectives in line with our Board Diversity Policy.

The tables on page 83 provide further details of the diversity of the

Board and the Leadership Team of the Investment Manager, as at

31 March 2025. The data was collected using a self-assessment

questionnaire reﬂecting the categories set out in the tables, which each

of the relevant individuals was requested to complete. The Company

has met the following targets on Board diversity as at that date:

i. At least 40% of the individuals on the Board are women.

ii. At least one of the following senior positions on the Board is held

by a woman: (A) the Chair or (B) the Senior Independent Director

(as the Company is an investment company and does not have

Executive Directors, the role of Chief Executive Ofﬁcer or Chief

Financial Ofﬁcer is not relevant to it).

iii. At least one individual on the Board is from a minority ethnic background.

With this year’s changes to the Board, the Committee has also

reviewed the allocation of Board roles, including Committee

memberships, and recommended a number of changes to the

Committees, which were approved. On his appointment to the Board

in October 2024, John Roche joined the Audit Committee and,

following a review of Committee composition at the November 2024

meeting, Gian Piero Reverberi decided to step down from the Audit

Committee, effective from 19 November 2024. Full details of the

current members of each Committee are set out in the relevant

Committee report.

The Committee is satisﬁed that each of the Audit Committee,

Remuneration Committee and Nomination and Governance Committee

has the skill sets and diversity required to carry out its role, but will

continue to evaluate Board membership in line with its succession

planning processes.

The Committee considers the independence of the Board taking into

account factors including length of tenure, with those Board members who

have served on the Board for more than six years (Gian Piero Reverberi,

Rob Hutchinson and Melanie Gee) subject to a more rigorous review.

The Committee and the Board consider all Directors to be independent.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

The Committee formally considered the contribution of each Board

member and whether they each devote sufﬁcient time to fulﬁl their

respective duties and responsibilities effectively. The Committee is

satisﬁed with the level of commitment and contribution offered to the

performance of the Board and recommended to the Board that each

of the Board members, except Virginia Holmes, be recommended

for re-election, and for John Roche election, to the Board, at the

Company’s AGM on 5 August 2025.

As detailed in the Chair’s statement, Virginia Holmes will not be seeking

re-election to the Board at the 2025 AGM and will step down at the

conclusion of the 2025 AGM having served as a Director for four and

a half years. The Board and Committees are very grateful to Virginia

for her invaluable contribution during her tenure.

BOARD EVALUATION

The 2024/25 Board performance review process covered the Board, the

Board Committees, the Chair and the individual Directors. As the 2022/23

evaluation was facilitated externally by Independent Board Evaluation,

and was a comprehensive and extensive evaluation, the Committee and

the Board supported the Chair’s recommendation that the 2024/25

performance review should, as per 2023/24, be facilitated internally.

Process

The Chair and the Governance team discussed and agreed questions

on key areas of Board performance, development and interest. These

were distributed to the Directors who were asked to submit their

detailed written responses. All Directors did so, and their responses

were analysed by a governance consultant, supported by the Head of

Governance, and pulled together into a themed draft report which was

discussed with the Chair, prior to being distributed to the Board and

discussed at a speciﬁc Board meeting. The views of the SIML Chair,

CEO, CFO and CPO were also sought as part of the performance

review, with the particular focus on the successes and challenges

they saw in their interaction and relationship with the Board.

The process to review the performance of the Chair was led by the

Senior Independent Director. The process to review the individual

performance of the Directors was led by the Chair. The process to

review the performance of each Board Committee was led by each

Committee Chair.

Findings and recommendations of the Board performance review

The Board recognised that it had been operating during a challenging

period for the Company and the sector as a whole. Given this

context, the Board’s key objectives had been to agree the appropriate

strategy for the Company and maintain the Board’s focus on

stakeholder interests.

The Board was satisﬁed that it was delivering these objectives,

but acknowledged that doing so had sometimes brought challenges

around the Board table which had needed to be managed and

resolved. The Board believed that it had continued to deliver high

governance standards and was generally operating efﬁciently.

The recommendations arising from the performance review were:

–

the Board should continue to work efﬁciently and effectively with

the SIML board and the wider SIML team, while always recognising

the distinct roles and responsibilities of the two entities;

–

the Board should continue to support the creation and delivery

of an effective strategy which clearly takes account of shareholder

and other stakeholder interests; and

–

the Board should continue to ﬁnd time to keep up to date

on current developments in areas including cyber crime and

artiﬁcial intelligence.

The Board supported the ﬁndings of the performance review and the

agreed actions to strengthen performance further will be progressed by

the SIML executive under the Chair’s oversight. As relevant, the output

from the review will be taken into account when considering the skills

and experience required of successor NEDs.

Follow-up to the previous review

The 2023/24 review delivered some key recommendations which

the Chair and Governance team have been working to implement

and report progress on. In particular, the Directors have been pleased

to see a focus on improving management information, including

enhancements to the Board templates and guidance on preparing

Board papers; the continued evolution of senior-level succession

planning; the use of an employee engagement survey again this year;

and the initiatives introduced to further develop the values and culture

of the Company and Investment Manager.

Chair and Director performance reviews

The Senior Independent Director led an annual performance review

of the Chair by the Non-Executive Directors and provided feedback

to the Chair accordingly.

The Chair continued her programme of 1:1s with each Director.

In these meetings, she discussed each Director’s performance, and

recognising their individual level of skills and experience, supported

opportunities to develop them, where appropriate, to increase their

knowledge and strengthen their performance.

Committee performance review

Each Board Committee reviewed its performance against its Terms of

Reference. The results of the reviews are reported in each Committee report.

COMMITTEE EVALUATION AND EFFECTIVENESS

During the year, the Committee completed its annual review of

effectiveness, and concluded that it had performed its responsibilities

effectively. The Committee also considered the ﬁndings of the internal

Board effectiveness review for 2024/25 as it related to the Committee.

While the Committee does not consider that there are any matters

within its responsibilities on which it should consult with shareholders

at present, the Committee Chair is available to respond to any

questions on matters not addressed in this report.

MELANIE GEE

CHAIR OF THE COMMITTEE

18 June 2025

Report of the Nomination and Governance Committee

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

For the successful execution of the Company’s strategy, we rely

on identifying high-quality people at all levels within the organisation.

We believe this can best be done with an inclusive culture that

recognises and values the advantages of a diverse range of people.

The same applies at Board level as much as within our Investment

Manager’s management team or our portfolio companies.

A diverse and inclusive Board helps to ensure that the Board

brings a broad strategic perspective. We make Board appointments

on merit, with candidates assessed against measurable, objective

criteria, but strive to maintain a Board in which a diverse range of

skills, knowledge and experiences are combined in an environment

which values the input of every Director.

Due regard is given to this when identifying and selecting

candidates for Board appointments, to achieve a Board that reﬂects

diversity in the broadest sense by embracing different perspectives

and dynamics, including different skills, industry experience,

background, race, sexual orientation and gender.

The Nomination and Governance Committee regularly reviews and

assesses Board composition on behalf of the Board and will consider

the balance of skills, experience, independence and knowledge

of the Board. When new appointments are being made, we instruct

search agents that a diverse range of candidates bringing the

desired skill sets must be included in preparing their long list.

The Board intends:

–

to have at least 40% female representation on the Board,

as part of a broadly gender balanced Board;

–

that at least one of the Chair or the Senior Independent Director

should be female; and

–

to have at least one individual on the Board from a minority

ethnic background (as deﬁned in the FCA’s Listing Rules).

BOARD DIVERSITY POLICY

DATA ON DIVERSITY OF THE BOARD AND EXECUTIVE MANAGEMENT

For reporting purposes we have treated the Leadership Team of the Investment Manager as executive management, although they

are not employees of the Company.

GENDER

Number of

Board members

Percentage

of the Board

Number of senior

positions on the Board

(Chair and SID)

Number in

executive

management

Percentage

of executive

management

Men

50%

62.5%

Women

50%

37.5%

Not speciﬁed/prefer not to say

–

ETHNIC BACKGROUND

Number of

Board members

Percentage

of the Board

Number of senior

positions on the Board

(Chair and SID)

Number in

executive

management

Percentage

of executive

management

White British or other White

(including minority white groups)

87.5%

Mixed/multiple ethnic groups

–

Asian/Asian British

12.5%

–

Black/African/Caribbean/

Black/British

–

Other ethnic group

(including Arab)

–

Not speciﬁed/prefer not to say

–

12.5%

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Report of the Audit Committee

Audit Committee

I am pleased to present the Audit Committee’s report

for the past ﬁnancial year, setting out the Committee’s

structure, duties and evaluations during the year.

ROLE OF THE COMMITTEE

The role of the Committee includes:

–

reviewing the valuations of the life science portfolio and the

valuation methods for all investments;

–

monitoring the integrity of the Consolidated Financial Statements

and interim reports;

–

reviewing any signiﬁcant issues and judgements made in the

preparation of the Consolidated Financial Statements and other

ﬁnancial information, including the viability statement;

–

reviewing the content of the Annual Report and Consolidated

Financial Statements and providing advice to the Board on

whether, taken as a whole, it is fair, balanced and understandable;

–

monitoring changes in accounting policies and practices;

–

oversight of the Company’s risk framework and monitoring,

reviewing the relevant internal control and risk management

systems including the arrangements of the Company’s Investment

Manager for oversight of risks within the life science portfolio, and

reviewing and approving the statements to be made in the Annual

Report concerning internal controls and risk management systems;

–

reviewing and making recommendations on the Company’s

arrangements for compliance with legal requirements including

controls for preventing and detecting fraud and bribery; and

–

reviewing the appointment and remuneration of the Company’s

Independent Auditor, including monitoring and reviewing the

quality, effectiveness and independence of the Independent

Auditor and the quality and effectiveness of the audit process.

The Committee’s Terms of Reference are reviewed annually.

The current version is available on the Company’s website:

synconaltd.com.

THE COMMITTEE’S MEMBERS IN THE YEAR

WERE AS PER THE TABLE BELOW:

MEETINGS ATTENDED

Rob Hutchinson (Chair)

5/5

Julie Cherrington

5/5

Virginia Holmes

5/5

Kemal Malik

5/5

Gian Piero Reverberi

4/4

John Roche

2/2

1. Gian Piero Reverberi stepped down from the Committee on 19 November 2024.

2. John Roche was appointed to the Committee on 1 October 2024.

The Committee must be comprised of at least three members,

who are appointed by the Board. All members of the Committee

in the year were independent Directors.

The members of the Committee consider that they have the requisite

skills and experience to fulﬁl the responsibilities of the Committee.

Further details on the experience and qualiﬁcations of members

of the Committee can be found on pages 76 to 79. The Board is

satisﬁed that the Committee has recent and relevant ﬁnancial

experience, and competence relevant to the Company’s portfolio.

The Committee meets formally at least quarterly. The table above

sets out the number of meetings held during the year and the

number of meetings attended by each of the members. Other

Directors who are not members of the Committee are also invited

to the meetings. The Independent Auditor is invited to attend

those meetings at which the annual and interim reports, as well

as its planning report, are considered, and to the meeting when

the independent valuation adviser meets with the Committee. In

addition, the Chair of the Committee meets with the Independent

Auditor outside of the formal meetings, to be briefed on any

relevant issues. Other relevant advisers, including the independent

valuation adviser, are invited to attend meetings to present to

the Committee and enable the Committee to ask questions.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

“The valuation of the life science portfolio is a

critical element in the Company’s reporting, to

which the Committee applies significant focus.”

ROB HUTCHINSON

CHAIR OF THE COMMITTEE

SIGNIFICANT FINANCIAL STATEMENT MATTERS

Valuation of life science portfolio

In the year, the Group continued to deploy signiﬁcant capital into its

portfolio of life science investments. In total, the Group holds a life

science portfolio with a fair value of £738.1 million (2024: £752.2

million) through Syncona Portfolio Limited (a wholly owned subsidiary

of Syncona Holdings Limited) and £27.3 million (2024: £33.9 million)

in respect of the CRT Pioneer Fund through Syncona Discovery

Limited (a subsidiary of Syncona Investments LP Incorporated).

The valuation of the life science portfolio is a critical element in the

Company’s reporting, given the concentration of that portfolio and

the range of potential values of these investments. It is also used to

determine the value of the payout under the incentive scheme provided

to employees of the Investment Manager and the Committee is aware

of the potential risk that elevated life science valuations might

inappropriately increase the payout under the scheme. Accordingly,

the valuation of the life science portfolio is an area that the Committee

gives particular focus to and it instructs an independent valuation

adviser to provide an independent view on the valuation of a selection

of key investments to support the Committee’s challenge of the

Investment Manager. In addition, the Committee speciﬁcally requests

the Independent Auditor to focus on the valuation of the life science

portfolio as part of the audit and its work in this area is detailed in

the Auditor’s report on pages 100 to 105.

The Group fair values its interests in Syncona Holdings Limited and

Syncona Discovery Limited which are based on the fair value of

underlying investments and other assets and liabilities. Life science

investments are valued at fair value through proﬁt and loss in accordance

with IFRS 13 Fair Value Measurement (IFRS 13) and International Private

Equity and Venture Capital (IPEV) guidelines. In accordance with the

accounting policy in note 2, unquoted investments are generally fair

valued based on (i) cost or price of recent investment (PRI) both

appropriately calibrated to take into consideration any changes

that might have taken place since the transaction date, including

consideration of market-related events, or (ii) through discounted cash

ﬂow (DCF) models, or (iii) price-earnings multiple methodology, or (iv)

by using market comparators. The majority of the unlisted life science

investments are valued using calibrated cost or PRI as the primary

valuation input. Note 2 includes the considerations and challenges

that the Group faces when valuing its interests.

The critical accounting judgements and sources of estimation and

uncertainty that the Group faces when valuing its interests are set

out in note 3. Details of the life science portfolio balance are disclosed

in note 19 with further information included in the Unaudited Group

portfolio statement on page 106. The risk exists that the pricing and

calibration methodology applied to the underlying investments in the

life science portfolio does not reﬂect an exit price in accordance with

IFRS 13 and IPEV guidelines.

Valuations are prepared by the Investment Manager in line with the Valuation

Policy and a key part of the Committee’s role is to ensure that the Investment

Manager’s judgements and estimates are challenged appropriately.

As part of this, the Committee discusses the appropriateness of

the valuation methodologies chosen by the Investment Manager in

determining the fair value of unquoted investments, and challenges

the Investment Manager on the process and assumptions it has

used and the parameters around the calibration exercise, especially

in relation to the effect milestones may have on the valuations.

For particular investments the Committee instructs an independent

valuation adviser to provide their own view of the valuation to assist

with this, and has a separate meeting with the valuation adviser

to discuss and understand those views, which in turn support the

Committee’s challenge of the Investment Manager.

In the current year, the Committee has particularly challenged

the Investment Manager’s approach to assessing the impact of the

proposed investment objective and policy changes, and the Company

exploring options to accelerate realisations, which may include the

realisation of a small portion of its interests in its portfolio companies

at a modest implied premium to the current share price and at a

discount to NAV. The challenge centred around the relevant unit of

account and the relevance of the potential structure of the transaction.

The Committee also challenged the Investment Manager’s approach

to valuing the investment in Resolution Therapeutics as, despite the

strong progress made by the company and the scientiﬁc investment

thesis remaining strong, the company has had protracted ﬁnancing

discussions, with the expectation that any ﬁnancing will close at a

down round. The challenge centred around the likelihood of completion

of the ﬁnancing, the impact of the macroeconomic environment and

the expected pricing of any ﬁnancing. The Committee also discussed

the Investment Manager’s approach to valuing the investment in

Biomodal. Biomodal is held as a passive investment rather than being

one of the actively managed portfolio companies and has changed

its investment thesis signiﬁcantly since Syncona’s initial investment.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

It launched its product during the year in the research space, but

revenue has not been as expected. Having commenced a ﬁnancing

in 2024, it is anticipated that this will close at a signiﬁcant discount to

previous pricing. The challenge centred around the impact of syndicate

dynamics, the company’s progress and the likelihood of the ﬁnancing

closing. It has also taken input from the independent valuation adviser

on the evolution of companies identiﬁed as comparators to the life

science portfolio and the drivers for their share price performance,

trends in enterprise strategy and key success factors underpinning

acquisition by mid-large pharma.

The Committee also assesses the Independent Auditor’s work on

the valuation, in particular to understand how the Independent Auditor

challenged the Investment Manager’s key assumptions within the life

science valuations. An example this year relates to the valuation of the

unquoted life science investments, where the Committee discussed

with the Independent Auditor how it had gained comfort over the

Investment Manager’s valuation approach given the current options

being explored to accelerate realisations, which may include a sale

of a small portion of its interests in its portfolio companies at a modest

implied premium to the current share price.

Based on its review, the Committee considers the valuation of these

investments to be reasonable and the Committee is satisﬁed that

the Group has valued its interests in accordance with the approved

Valuation Policy.

EFFECTIVENESS OF THE EXTERNAL AUDIT

Deloitte LLP (Deloitte) has acted as the Independent Auditor from

the date of the initial listing on the London Stock Exchange and was

reappointed at the Company’s Annual General Meeting (AGM) on

6 August 2024 for the current ﬁnancial year. Marc Cleeve is the lead

audit partner and opinion signatory.

The Committee held formal meetings with Deloitte, and the Chair also

met informally with Deloitte, during the course of the year: 1) before

the start of the annual audit to discuss formal planning, discuss any

potential issues and to agree the scope that would be covered; 2) after

the annual audit work was substantially concluded to discuss

any signiﬁcant issues; and 3) to consider and discuss the interim

condensed Consolidated Financial Statements.

The Committee is closely engaged with overseeing the Independent

Auditor to ensure the effectiveness and independence of the audit.

The Committee:

–

reviewed and discussed the audit plan presented to the Committee

before the start of the audit including any changes that might have

an impact on the audit approach;

–

discussed key elements of audit quality with the Independent

Auditor, particularly around behaviours and mindset, relevant

experience of the team, use of specialists and demonstration

of scepticism and challenge;

–

reviewed and discussed the audit ﬁndings report and challenged

the Independent Auditor on their process and conclusions, in

particular around valuation methodologies, valuation components

and valuation outcomes (see above for further details);

–

monitored changes to audit personnel;

–

sought feedback from the Investment Manager on the audit process,

based on their ongoing monitoring of it, including factors that could

affect audit quality and how any risks identiﬁed were addressed;

–

reviewed the Independent Auditor’s reporting against certain

indicative audit quality indicators;

–

reviewed and approved the terms of engagement during the year,

including review of the scope and related fees;

–

reviewed the non-audit services performed and fees charged

by the Independent Auditor during the year;

–

reviewed and discussed Deloitte’s report on its own internal

procedures, safeguarding measures and conclusion on its

independence and objectivity, together with the results of the

FRC’s Audit Quality Inspection and Supervision Review of Deloitte

for the 2023/2024 cycle of reviews;

–

discussed if any relationships existed between the Independent

Auditor and the Company (other than in the ordinary course

of business) that would compromise independence; and

–

had a private session with the Independent Auditor following

the audit to discuss any issues raised by the Independent Auditor

in respect of the Investment Manager and/or audit quality.

The Committee carried out an evaluation of the performance,

independence and objectivity of the Independent Auditor taking

account of all of these factors.

There were no signiﬁcant adverse ﬁndings, or any issues faced in

relation to the ﬁnancial statements, from the evaluation this year and

the Committee is satisﬁed that the audit process is effective and that

the Independent Auditor is independent and objective.

The table below summarises the remuneration paid by the Group

to Deloitte for audit and non-audit services provided:

31 March 2025

£’000

31 March 2024

£’000

Audit services

Audit services for the Company

179.4

160.4

Audit fee for Syncona Group

companies

180.1

161.6

Non-audit services

Interim review

41.8

40.6

CASS limited assurance report

for SIML

10.0

9.0

Subscription for accounting

research tool

1.0

The Committee considered the level of fees payable to the

Independent Auditor bearing in mind the nature of the audit and the

quality of the services provided. The annual audit fee payable for the

Group was £401,300 (31 March 2024: £362,600), an 11.0% increase.

The increase reﬂects the additional work required to perform a robust

audit, including input from specialists, a broader scope and inﬂation.

In accordance with the non-audit services policy, non-audit services

must be on the ‘white list’ included in the policy. Further, permitted

non-audit services in excess of £15,000 require prior approval from

the Committee before being undertaken by the Independent Auditor.

The Committee does not consider that the non-audit services provided

are a threat to the objectivity and independence of the audit, taking

into account that the fees were insigniﬁcant to the Group as a whole,

representing 13.2% of the total audit fee, and when required a separate

team was utilised. Of the fees relating to non-audit services, 79.2% relate

to audit-related services, being the performance of the interim review.

Report of the Audit Committee

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

The Committee has in place a policy on the recruitment of any

employees by the Company or the Investment Manager that are

associated with the Independent Auditor.

Although the Company, as a Guernsey company, is not subject to

the Statutory Audit Services Order 2014, the Committee considers it

appropriate to report in the manner set out in the Order. The Company

has complied with the provisions of the Order in the ﬁnancial year. As

described in the Committee’s report in 2022, the Committee carried

out a competitive audit tender process during summer 2021 for the

appointment of the Independent Auditor for the ﬁnancial year ended

31 March 2023 onwards, and recommended Deloitte’s reappointment.

The Committee remains satisﬁed with Deloitte’s effectiveness and

independence and accordingly considers it in the best interests of

shareholders to complete a competitive tender process for the audit

before the ﬁnancial year ended 2033. Accordingly, the Company

has complied with the requirements of the Order that audit work is

tendered at least every 10 years and will comply with the requirement

that the auditor is rotated at least every 20 years. Notwithstanding

these plans, the Committee will continue to consider the tender of the

audit annually depending on the Independent Auditor’s performance

and to ensure it meets the best interests of the shareholders.

RISK MANAGEMENT AND INTERNAL CONTROL

The Committee is responsible for assisting the Board in reviewing

the effectiveness of the Group’s risk management and internal control

systems. The review covers ﬁnancial, operational, compliance and risk

management matters, and aims to ensure that suitable controls are

in place for key risks of the Company, assets of the Company are

safeguarded, proper accounting records are maintained and the

ﬁnancial information for publication is reliable.

During the year the Committee carried out a review of the Company’s

principal risks, taking account of changes to the internal and external

environment, including economic uncertainty, inﬂation, access to

capital at portfolio company and Group level, market volatility and

continued geopolitical uncertainty. The Committee noted increased

concentration risk during the year, driven by further investment in

some of the portfolio’s later-stage investments, decreasing risk relating

to access to capital for portfolio companies as portfolio companies

with KVIPs are either fully funded to their next clinical milestone or

underwritten by the Company where external funding is not yet formally

committed, and discussed the direction of travel for other risks.

Following the review, the Committee conﬁrmed it is satisﬁed that the

principal risks identiﬁed remain appropriate. Further details are given

on pages 58 to 68.

As part of the effectiveness review, the Committee also reviewed the

control framework, including an assessment of any fraud risks. The

Company’s system of internal control is designed to manage rather

than to eliminate the risk of failure to achieve the objectives set out

above, and by its nature can only provide reasonable and not absolute

assurance against misstatement and loss. The controls are maintained

and implemented on an ongoing basis by the Investment Manager,

working with the Administrator. Key internal controls include the

separate role of the Administrator in maintaining the ﬁnancial records

of the Group, and the Custodian in overseeing the investment assets;

the existence of an Investment Committee, Valuation Committee and

Liquidity Management Committee within the Investment Manager to

approve investment decisions and capital allocation; and processes

to determine and review valuations of investments. The controls review

includes the risk events and breaches that occurred in the year and the

actions taken in response to them. Following the review, the Committee

believes that the Company has adequate and effective systems in

place to identify, mitigate and manage the risks to which it is exposed.

The Committee has examined the need for an internal audit function.

The Committee considers that the systems and procedures employed

by the Investment Manager, the Administrator and the Custodian

provided sufﬁcient assurance that a sound system of internal control,

which safeguards the Company’s assets, has been maintained.

An internal audit function speciﬁc to the Company is therefore not

considered necessary at present.

During the year, the Committee conducted a detailed review of the

requirements of the UK Corporate Governance Code 2024 (the “2024

Code”) regarding the introduction of a declaration of the effectiveness

of material controls, to apply from ﬁnancial years beginning on or after

1 January 2026. The Committee invited Deloitte to attend one of its

meetings to provide an overview of the proposed changes and provide

insights into developing market practice on their application. The

Investment Manager also reported to the Committee on the work it

intends to complete to support the Board in making its new declaration

in respect of the effectiveness of material controls as at 31 March

2027. The Company is now a member of The Association of

Investment Companies (AIC) and the Committee also notes the recent

guidance issued by the AIC – Internal Controls Declaration which

clariﬁes that the introduction of this new provision (Provision 34 in

the AIC Code, which is equivalent to Provision 29 in the 2024 Code)

does not signiﬁcantly change the obligations on boards.

During the year, the Committee reviewed its previous assessment

that climate-related risks continue to be immaterial to the Group and

that they could accordingly be addressed within the Group’s existing

risk management processes, and conﬁrmed it remained appropriate.

The Committee intends to monitor this matter each year.

GOING CONCERN AND VIABILITY ASSESSMENT

The Committee assesses going concern and viability each year.

Given the Group’s capital pool of £287.7 million, of which £276.3

million are liquid assets, the Committee has a reasonable expectation

that the Company has adequate resources to continue in operational

existence for the foreseeable future and the going concern basis

has been adopted in preparing the ﬁnancial statements. The going

concern assessment was made for a period of 12 months from the

date the ﬁnancial statements were approved and concluded with

the stated assessment below of the Company’s ability to continue

as a going concern.

The scope of the Directors’ going concern assessment acknowledges

that there are proposals to be put to the shareholders to change the

investment objective and policy of the Company as well as potentially

adopt a new capital allocation policy. These proposals are disclosed

throughout this Annual Report and Accounts.

The going concern assessment has considered the Investment

Manager’s detailed analysis of operational cash ﬂows under the

following two scenarios: (i) the continuation of the Company’s existing

investment objective and policy and (ii) the discontinuance of the

Company’s existing investment objective and policy and the orderly

realisation of the investment portfolio. The latter scenario assumes

that the Company will not be liquidated in the immediate future and

the Board will seek to implement the orderly realisation in a manner

that maximises shareholder value.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

After making enquiries of the Investment Manager regarding the

forecasted cash ﬂows for both the above scenarios, and having

assessed the principal risks, the Directors are satisﬁed that the

Company has adequate resources to continue in operational existence

for a period of at least 12 months from the date on which the Annual

Report and Accounts are approved.

Were the shareholders to vote in favour of the proposals to amend

the Company’s investment objective and policy, the Company would

pursue a strategy for an orderly realisation of its portfolio, balanced

between returning cash to shareholders in a timely manner and

maximising value. This would represent a material change to the

strategy of the Company and is likely to take a number of years to

execute. During this time, the strategy would be kept under review

by the Board and will in any case be subject to a full review at the

earlier of signiﬁcant proceeds having been returned to shareholders

and after three years. This is to ensure that the Board is maximising

value for shareholders and to enable consideration as to whether

new investments should be proposed, reversing the proposed

changes to the investment objective and policy.

The potential adoption of that new strategy does not change the

Directors’ view that the Company has adequate ﬁnancial resources

to continue in operational existence and meet all liabilities as they fall

due for a period of at least 12 months. The Directors note that the

ultimate decision regarding the future state of the Company is outside

the control of the Directors and will be known only after the outcome

of a shareholder vote. The uncertain future outcome of the intended

forthcoming vote and the potential impact that this has on the

Company’s future state indicates that a material uncertainty exists

that may cast signiﬁcant doubt on the Company’s ability to continue

as a going concern.

Notwithstanding this uncertainty, and based on the above assessment,

the Directors continue to conclude that the ﬁnancial statements should

continue to be prepared on a going concern basis and the ﬁnancial

statements have been prepared accordingly.

The Directors continue to believe that the Company has adequate

resources to meet its liabilities as they fall due and, whether or not the

Company adopts a new investment objective and policy, the Board

will maintain focus on investing in the medium-term potential value

of the portfolio through to capital access milestones and key value

inﬂection points. The Company’s milestone linked capital commitments

alone are expected to be deployed over at least the next three years.

Furthermore, the portfolio companies and the patients they seek to

treat will continue to be at the heart of how the Board directs SIML’s

investment management process and as a result, is expected to

facilitate further direct investment to support the growth potential

and shareholder value generated from the portfolio.

The Committee also carefully reviewed the Investment Manager’s view

of the Company’s viability for the three-year period ending 31 March

2028, including the rationale for assessing viability over a three-year

period. The testing of viability involved the analysis of a number of

scenarios, including stress factors and a reverse stress test projected

forward over this three-year period by reference to current investment

assumptions. The Committee noted that the Company is able to actively

manage its capital consumption by varying the number of investments

it makes, the level of capital commitment allocated to each investment,

the level of syndication and realising of liquid assets. Following the

review the Committee recommended that the Company make

its Viability assessment and statement as set out on page 69.

COMMITTEE EVALUATION AND EFFECTIVENESS

During the year, the Committee undertook its annual review of

effectiveness against its Terms of Reference and concluded that it

had performed its responsibilities effectively. As part of the review the

Committee also conﬁrmed it was satisﬁed with its compliance with

the FRC’s Audit Committees and External Audit: Minimum standards

published in May 2023 and considered the ﬁndings of the internal

Board evaluation for 2024/5 as it related to the Committee.

While the Committee does not consider that there are any matters

within its responsibilities on which it should consult with shareholders,

the Committee Chair attends each AGM and is otherwise available

to respond to any questions on matters not addressed in this report.

CONCLUSION AND RECOMMENDATION

After discussing with the Investment Manager and Independent Auditor

and assessing the signiﬁcant ﬁnancial statement matters listed on

page 85, the Committee is satisﬁed that the Consolidated Financial

Statements appropriately address the critical judgements and key

estimates in respect to the amounts reported and the disclosures.

The Committee is also satisﬁed that the signiﬁcant assumptions

used for determining the value of assets and liabilities have been

appropriately scrutinised, challenged and are sufﬁciently robust.

The Committee further concludes, having carefully reviewed the Annual

Report, and discussed with the Investment Manager and Independent

Auditor, that the Annual Report, 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.

The Independent Auditor reported to the Committee that no material

misstatements were found during the course of its work. The Investment

Manager and the Administrator conﬁrmed to the Committee that they

were not aware of any material misstatements including matters relating

to the presentation of the Consolidated Financial Statements.

The Committee conﬁrms that it is satisﬁed that the Independent

Auditor has fulﬁlled its responsibilities with diligence and has acted

independently on the work undertaken on behalf of the Group. In

considering the work that the Independent Auditor has undertaken

this year, the Committee has recommended, and the Board has agreed

to recommend to shareholders, that Deloitte be reappointed as the

Independent Auditor for the next ﬁnancial year. The reappointment

is subject to shareholder approval at the 2025 AGM.

ROB HUTCHINSON

CHAIR OF THE COMMITTEE

18 June 2025

Report of the Audit Committee

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

I am pleased to introduce the remuneration report

for the year ended 31 March 2025, which sets out

the work performed by the Committee.

ROLE OF THE COMMITTEE

The Committee’s role is to:

–

approve the remuneration paid to the Chair of the Board;

–

make recommendations to the Board on the remuneration

of the other Directors;

–

review the Investment Manager’s remuneration approach

and related workforce remuneration policies;

–

oversee the incentive scheme that provides long-term rewards

to employees of the Investment Manager;

–

set the Remuneration Policy for the Chair and CEO of the

Investment Manager; and

–

set the remuneration of the Chair of the Investment Manager

and the CEO of the Investment Manager (on the recommendation

of the Chair of the Investment Manager).

The Company has no Executive Directors and accordingly, the

Committee does not have any responsibilities for reviewing Executive

Director remuneration.

The Committee’s Terms of Reference are reviewed annually and were

last amended in March 2025. The current version is available on the

Company’s website: synconaltd.com.

The Committee retains PricewaterhouseCoopers LLP (PwC) to provide

independent professional advice on remuneration issues.

THE COMMITTEE’S MEMBERS IN THE YEAR

WERE AS PER THE TABLE BELOW:

MEETINGS ATTENDED

Gian Piero Reverberi (Chair)

6/6

Cristina Csimma

5/6

Melanie Gee

6/6

Virginia Holmes

6/6

Rob Hutchinson

6/6

Cristina Csimma was unable to attend a Remuneration Committee meeting

in May 2024 due to a prior commitment.

The Committee must be comprised of at least three members,

who are appointed by the Board. All members of the Committee

in the year were independent Directors.

The Committee meets as required and expects to meet at least

three times each year. The table above sets out the number of

meetings held during the year and the number of meetings attended

by each of the members. Other Directors who are not members

of the Committee may also be invited to the meetings.

Report of the Remuneration Committee

“Having an incentive scheme

for the team of the Investment

Manager that is aligned with

Syncona’s strategy is important

in a challenging market.”

GIAN PIERO REVERBERI

CHAIR OF THE COMMITTEE

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

During the year, PwC provided the Committee with an update on the

remuneration landscape for listed companies. PwC also provided advice

to support the Committee’s review of the fees paid to the Chair and

Non-Executive Directors of the Company, as well as the remuneration

of the CEO of the Investment Manager. PwC also provided advice to

the Committee on possible structures for a new long-term incentive

scheme for the employees of the Investment Manager. The Committee

has reviewed the advice provided to it by PwC during the year and

is satisﬁed that it has been objective and independent. The total fees

of PwC for the advice during the year were £174,171 (excluding VAT)

(2024: £72,750 (excluding VAT)). PwC also separately advises the

Company and the Investment Manager on various matters, including

the valuation, accounting treatment and process relating to the issue

of awards under the incentive scheme, transaction due diligence and

tax advice, tax compliance, and processes and controls, but do not

have any other connection with the Company or individual Directors.

REMUNERATION POLICY FOR NON-EXECUTIVE

DIRECTORS AND DIRECTOR FEES

A Remuneration Policy for Non-Executive Directors was approved by

shareholders at the AGM on 1 August 2023. The Remuneration Policy

can be found on page 93. During the year the Committee reviewed

the Remuneration Policy and concluded it remained appropriate for

the Company. The Committee will continue to review the Remuneration

Policy annually.

As previously reported, the Committee approved changes to the fees

paid to the Chair of the Board and to Non-Executive Directors with effect

from 1 April 2022 and to the Chair of the Remuneration Committee with

effect from 1 April 2024. The Committee conducted a routine review of

the fees this year to ensure they remain appropriate to recruit high-

quality Directors with appropriate skills and other attributes, and fairly

remunerate them for the work performed.

Taking into account benchmarking against comparable peer groups,

the Committee concluded that no changes would be made to Director

fees for the year.

REMUNERATION OF THE INVESTMENT MANAGER’S EMPLOYEES

The remuneration policy for, and remuneration of, the employees of

the Investment Manager is determined by the Investment Manager.

However, the Committee is involved in decisions regarding awards

under the incentive scheme, as set out in the next section. The

Committee is also involved in determining the remuneration policy and

remuneration of the Investment Manager’s Chair and approving the

remuneration of the Investment Manager’s CEO, as described below.

After Ken Galbraith was appointed as Chair of the Investment

Manager in February 2025, the Committee reviewed its

responsibilities and the Chair’s role in determining the CEO’s

remuneration. The Committee decided that, going forward, the Chair

of the Investment Manager will recommend the CEO’s remuneration

to the Committee for its approval. In April 2025, the Committee

reviewed and approved the remuneration of the Chief Executive

Ofﬁcer of the Investment Manager, following a recommendation from

the Chair of the Investment Manager. The Committee also reviewed

and approved the remuneration and objectives of the Chair of the

Investment Manager. PwC provided the Committee with advisory

support and benchmarking data to inform its decisions.

The Committee also reviewed the Investment Manager’s approach

to remuneration during the year for its alignment with the Company’s

purpose, culture and delivery of strategy. A summary of the Investment

Manager’s approach to remuneration is set out on page 94. The

Committee is satisﬁed that the approach to remuneration and the

incentive scheme are appropriate and align the team of the Investment

Manager with the Company’s strategy.

The Committee considers how sustainability issues should impact

the Remuneration Policy. As described elsewhere in this Annual

Report, the Board believes our core activities have the potential for

transformational impact on patients and so the existing incentive

structures already align the team with delivering a positive impact on

society. In addition, part of the SIML team’s annual objectives relate

to implementation of our wider sustainability policies and these

feed into performance and bonus assessments. The Committee

continues to monitor the appropriateness of further sustainability

metrics for remuneration.

INCENTIVE SCHEME

The Committee is responsible for approving the making of awards

under the incentive scheme that provides long-term rewards to the

employees of the Investment Manager, and in which the majority of

the employees of the Investment Manager participate. Further details

of the scheme can be found in the summary of the Investment

Manager’s approach to remuneration on page 94.

Report of the Remuneration Committee

continued

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

The Committee approves individual awards for the Chair of the

Investment Manager and the CEO of the Investment Manager (based

on a recommendation from the Chair of the Investment Manager)

and has delegated authority to approve individual awards for other

employees to the Investment Manager, within designated bands. In line

with its normal practice the Committee approved awards in July 2024,

making further awards to individual employees when they became

eligible to receive them.

The Committee carried out a review of the terms and operation of

the incentive scheme. The Committee concluded that the incentive

scheme remains ﬁt for purpose, aligning the team of the Investment

Manager with the Company’s strategy by ensuring that a material part

of individual compensation is directly tied to gains in the Company’s life

science portfolio. This is the key driver of shareholder returns, and the

staged realisation structure ensures that rewards are principally driven

by long-term performance rather than short-term changes in valuation.

The existing incentive scheme has been in place for almost nine years.

During the year, the Committee, with assistance from PwC, reviewed

potential structures for a new incentive scheme. This review along with

other key considerations and inputs from key stakeholders will inform

the approach on any new incentive plan going forward.

COMMITTEE EVALUATION AND EFFECTIVENESS

During the year, the Committee completed its annual review of

effectiveness, and concluded that it had performed its responsibilities

effectively. The Committee also considered the ﬁndings of the internal

Board effectiveness review for 2024/25 as it related to the Committee.

While the Committee does not consider that there are any matters

within its responsibilities on which it should consult with shareholders

at present, the Committee Chair is available to respond to any

questions on matters not addressed in this report.

REPORT ON IMPLEMENTATION OF THE REMUNERATION

POLICY FOR NON-EXECUTIVE DIRECTORS

While the Company is not subject to the laws of England and Wales,

this report is prepared in accordance with Schedule 8 of the Large

and Medium sized Companies and Groups (Accounts and Reports)

(Amendment) Regulations 2013. Where possible, best practice has

been followed in line with the regulations on a voluntary basis.

During the year, the Committee carried out a routine review of the

fees paid to the Chair and Non-Executive Directors and concluded

that they remain appropriate to recruit high-quality Directors with

appropriate skills and other attributes, and fairly remunerate them for

the work performed. The Committee does not anticipate any signiﬁcant

change to the way in which the Remuneration Policy is implemented

in the next ﬁnancial year.

DIRECTORS’ FEES

The fees payable to the Non-Executive Directors are set out below:

Fee per annum

Chair

£125,000

Director

£50,000

Senior Independent Director

£10,000 additional fee

Chair of Audit Committee

£15,000 additional fee

Member of Audit Committee

(other than Chair)

£5,000 additional fee

Chair of Remuneration Committee

£10,000 additional fee

Director of Guernsey

subsidiary companies

£10,500 additional fee

Travel time allowance

£2,500 additional allowance

for each meeting attended

outside the Director’s

continent of residence

The fee paid to each Director is set out in the single total ﬁgure table

on page 92.

None of the Directors has any taxable beneﬁts, pensions or pension-

related beneﬁts, medical or life insurance schemes, share options,

long-term incentive plan, or performance-related payments. No

Director is entitled to any other monetary payment or assets of the

Company except in their capacity (where applicable) as shareholders

of the Company. Accordingly, the table on page 92 does not include

columns for these items or their monetary equivalents.

Directors’ and Ofﬁcers’ insurance is maintained and paid for by the

Company on behalf of the Directors.

In line with market practice, the Company has undertaken, subject to

the Companies Law and certain limitations, to indemnify each Director

out of the assets and proﬁts of the Company against certain charges,

losses, damages, expenses and liabilities arising out of any claims

made against him or her in connection with the performance of his or

her duties as a Director of the Company. The indemnities would also

provide ﬁnancial support from the Company should the level of cover

provided by the Directors’ and Ofﬁcers’ insurance maintained by the

Company be exhausted. Non-Executive Directors are engaged under

Letters of Appointment, copies of which are available for inspection

at the Company’s Registered Ofﬁce.

None of the Directors has a service contract with the Company and,

accordingly, the Directors are not entitled to any compensation in the

event of termination of their appointment or loss of ofﬁce, other than

the payment of any outstanding fees.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Report of the Remuneration Committee

continued

SINGLE TOTAL FIGURE TABLE (AUDITED INFORMATION)

For the year to 31 March 2025, the fees for Directors were as follows:

2025

£’000

2024

£’000

Melanie Gee (Chair)

125

Julie Cherrington

Cristina Csimma

Virginia Holmes

Rob Hutchinson

Kemal Malik

Gian Piero Reverberi

John Roche

–

Total

536

506

Julie Cherrington and Cristina Csimma are each resident in the USA and the

amounts paid to them include payment of the travel time allowance for travel

to Board meetings in the UK.

2. John Roche was appointed to the Board on 1 October 2024.

No payments to Directors for loss of ofﬁce have been made by

the Company in the year. No payments to past Directors have been

made by the Company in the year.

RELATIVE IMPORTANCE OF SPEND ON PAY

The following table shows the proportion of the Company’s Directors’

fees relative to returns to shareholders. This table includes Directors

only as the Company did not have any other staff. In line with previous

announcements, the Company does not intend to declare a dividend

in relation to the year ended 31 March 2025.

For the year ended

31 March 2025

£’000

For the year ended

31 March 2024

£’000

Difference

£’000

Total Directors’ pay

536

506

Dividends

Directors’ pay as

a % of distributions

to shareholders

N/A

–

STATEMENT OF DIRECTORS’ SHAREHOLDING

AND SHARE INTERESTS (AUDITED INFORMATION)

Neither the Company’s Articles of Association nor the Directors’

Letters of Appointment require a Director to own shares in the

Company, although the Company encourages Directors to consider

holding shares. The interests of the Directors and their connected

persons in the equity securities of the Company at 31 March 2025

are shown in the table below:

Ordinary Shares

31 March 2025

31 March 2024

Melanie Gee (Chair)

76,500

Julie Cherrington

–

Cristina Csimma

–

Virginia Holmes

38,000

Rob Hutchinson

121,400

94,827

Kemal Malik

11,475

Gian Piero Reverberi

50,000

John Roche

18,298

–

GIAN PIERO REVERBERI

CHAIR OF THE COMMITTEE

18 June 2025

RESULTS OF THE VOTING AT THE 2024 AGM

At the 2024 AGM, shareholders approved the remuneration report that was published in the 2024 Annual Report. The results for this vote are

shown below:

Votes for

% for

Votes against

% against

Withheld

Discretion

% Discretion

Approval of the Directors’

remuneration report

487,781,294

99.97%

123,008

0.03%

514,412

An ordinary resolution for the approval of the annual remuneration report will be put to the shareholders at the Annual General Meeting to be held

on 5 August 2025.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

This is the Remuneration Policy for the Non-Executive Directors of

the Company, as approved by shareholders at the Company’s Annual

General Meeting on 1 August 2023.

The Remuneration Policy set out below will apply until it is next put

to shareholders for approval. This will be at the Company’s Annual

General Meeting in 2026 or sooner if it is proposed to vary the

Remuneration Policy.

REMUNERATION POLICY

Table of Directors’ remuneration components

Element

Purpose and link to

strategy

Operation

Maximum

Board Chair fee

To attract and retain a

high-calibre Chair by

offering a market-

competitive fee level.

The Chair is paid a single fee for all their responsibilities. The level

of the fee is reviewed periodically by the Remuneration Committee,

with reference to workload, time commitment and fees paid in

other relevant listed companies.

At the discretion of the Remuneration Committee, part or all of

the annual fee paid to the Chair may be paid in the Company’s

Ordinary Shares. There is no requirement for the Chair to retain

any such shares.

The fees paid to the

Chair are subject to

change periodically

by the Remuneration

Committee under this

policy. There is no

maximum fee level.

Non-Executive

Director fees

To attract and retain

high-calibre Non-

Executive Directors

by offering a

market-competitive

fee level.

The Non-Executives are paid a basic fee. Additional fees may be

paid to Non-Executives carrying out further Board responsibilities

as considered appropriate from time to time, for example acting

as Senior Independent Director or Audit Committee Chair. The fee

levels are reviewed periodically by the Chair and the Remuneration

Committee, with reference to workload, time commitment and

market levels in other relevant listed companies, and a

recommendation is then made to the Board.

At the discretion of the Board, part or all of the annual fee paid

to any Non-Executive Director may be paid in the Company’s

Ordinary Shares. There is no requirement for Non-Executive

Directors to retain any such shares.

These fee levels are

subject to change

periodically under

this policy. There is

no maximum fee level.

Notes to the table of Directors’ remuneration components

No Director is entitled to receive any remuneration from the Company which is performance-related. As a result there are no performance conditions in relation

to any elements of the Directors’ remuneration in existence as set out in this Remuneration Policy.

The Company has no employees. Accordingly, there are no differences in policy on the remuneration of Directors and the remuneration of employees.

There are no provisions in Directors’ Letters of Appointment for recovery or withholding of fees or expenses. Annual fees are pro-rated where a change takes place during

a ﬁnancial year.

There are no changes in the elements above relative to the previous Remuneration Policy.

GENERAL

The Board has the power at any time to appoint any person to

be a Director, either to ﬁll a casual vacancy or as an addition to the

existing Directors. There is no maximum number of Directors unless

otherwise determined by the Company by Ordinary Resolution.

Any Director so appointed holds ofﬁce only until the next following

Annual General Meeting and is then eligible for re-election.

The Directors are non-executive and the aggregate fees payable

in any year are restricted to a maximum amount determined in

accordance with the Company’s Articles of Incorporation (currently

£1,000,000). The Board currently has no intention to appoint any

Executive Directors who will be paid by the Company.

NON-EXECUTIVE DIRECTORS

All Directors are appointed under the terms of Letters of Appointment,

and none has a service contract. The Company has no employees.

The Non-Executive Directors of the Company are entitled to such

rates of annual fees as the Board at its discretion shall from time to

time determine (subject to any limit set under the Company’s Articles

of Association) and reimbursement of reasonable fees and expenses

incurred by them in the performance of their duties. Non-Executive

Directors have no entitlement to pensions or pension-related beneﬁts,

medical or life insurance schemes, share options, long-term incentive

plans or performance-related payments. Where expenses are

recognised as a taxable beneﬁt, a Non-Executive Director may receive

the grossed-up costs of that expense as a beneﬁt.

The Company has no employees. Accordingly, pay and employment

conditions of employees generally were not taken into account when

setting the Remuneration Policy and there was no consultation with

employees. The Remuneration Committee considers the approach

set out in this Remuneration Policy is consistent with the remuneration

approach taken by the Investment Manager.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Report of the Remuneration Committee

continued

This section of the remuneration report gives brief details of the

remuneration approach applied by the Investment Manager for

its team. This approach applies to the entire team, although

adjustments may be made for employees who live outside the

UK to take account of local requirements.

The policy and components of current remuneration are set out

below, and are intended to ensure that: (i) there is alignment with

the Syncona purpose, strategy and values, and its long-term

interests; and (ii) remuneration is consistent with and promotes

sound and effective risk management and does not encourage

risk taking which is inconsistent with Syncona’s risk proﬁle.

For the senior leadership team within the Investment Manager,

remuneration is structured to align them with shareholders’ interests

with a signiﬁcant percentage of total remuneration linked to

long-term performance through participation in the incentive scheme.

BASE SALARY

Base salaries are normally reviewed annually on 1 April. When conducting

the annual salary review for all employees, account is taken of (i) the

individual’s performance and (ii) the external market, which may include

market data provided by the Investment Manager’s independent advisers.

PENSION

The Investment Manager makes contributions for eligible employees

into a personal pension plan up to a maximum of 10% of base salary.

ANNUAL BONUS

A discretionary annual bonus may be awarded. An award will take

into account two factors: the performance of the Investment Manager

against its corporate objectives (which are in turn linked to delivery

of strategy, in line with the Company’s purpose and values) and the

individual’s performance. Bonus payments are not pensionable.

OTHER BENEFITS

These include private medical insurance, income protection and life cover.

INCENTIVE SCHEME

The Company operates an incentive scheme that provides long-term

rewards to the employees of the Investment Manager. The incentive

scheme was approved by shareholders in December 2016 and is

designed to reward long-term performance and align the investment

team’s interest with shareholders. A fuller description can be found

in the circular to shareholders dated 28 November 2016.

Under the incentive scheme, employees of the Investment Manager

are awarded Management Equity Shares (MES) in Syncona

Holdings Limited (SHL) at no cost. The majority of the employees

of the Investment Manager participate in the incentive scheme.

–

MES entitle holders to share in approximately 12.5% of the growth

of the Net Asset Value of the life science portfolio (excluding

the interest in the CRT Pioneer Fund but including the value of prior

realisations from the life science portfolio) subject to certain adjustments.

–

The growth is measured from the Net Asset Value at the most

recent valuation point, which will generally be the value

determined at the most recent ﬁnancial year end, or if greater,

the total capital invested in the life science portfolio.

–

For an MES to have value there must have been growth in the adjusted

Net Asset Value of the life science portfolio of at least 15% or 30%

(depending on when the MES were issued) from the starting value.

–

A limit applies to the maximum number of MES that can be

issued at any time, deﬁned by reference to the total capital

invested in the life science portfolio.

–

MES vest on a straight-line basis over a four-year period.

Holders are able to realise 25% of their vested MES annually

after the publication of the Company’s annual results.

–

On realisation 50% of the after-tax value is paid in the Company’s

Ordinary Shares (which must normally be held for at least 12 months)

and the balance is realisable in a cash payment. In practice a tax

rate of 28% is assumed to apply to MES realisations, and so 36%

of the realisation value is paid in the Company’s Ordinary Shares

and the remaining 64% of the realisation value is paid in cash.

The incentive scheme accordingly reﬂects the value generated in the

life science portfolio over a number of years. Since December 2016

(when the incentive scheme was established), the adjusted Net

Asset Value of the life science portfolio has increased by a total

of £365.4 million, within which £713.0 million is a realised gain.

Since 2022, employees have been offered the alternative of being

awarded nil cost options to acquire MES. These have the same

economic characteristics as holding MES, but are expected to be

taxed differently for UK taxpayers.

In the 12 months to 31 March 2025 the following payments were

made as a result of realisations of MES:

–

In July 2024, a cash payment of £0.9 million was made to

MES holders (total since December 2016: £35.6 million).

–

In July 2024, 407,966 Ordinary Shares were issued to MES

holders (valued at £0.5 million at the time of issue); these shares

are subject to a 12-month lock-up (total since December 2016:

10,153,069 shares valued at £20.1 million at the time of issue).

–

At 31 March 2025, the total liability for the cash-settled element

of the incentive scheme for MES that have vested but not yet

been realised determined in accordance with IFRS 2 was

£5.1 million (see note 12). Of that amount, a maximum of

£0.4 million can be realised at the next realisation date.

–

The total number of Ordinary Shares in the Company that could

potentially be issued under the incentive scheme was 558,354

(taking account of all MES, whether vested or not vested, and

based on the share price at 31 March 2025 of £0.87/share),

equal to 0.08% of the number of Ordinary Shares in issue at that

date. Of those shares, a maximum of 413,434 Ordinary Shares

could be issued at the next realisation date (the actual number

of shares that can be issued will depend on the share price at

the time of realisation). The aggregate number of new Ordinary

Shares which may be issued on the realisation of MES under

the incentive scheme in any 10-year period may not exceed

10% of the number of Ordinary Shares in issue from time to time.

SHARE INTERESTS

Members of the Investment Manager’s team are encouraged to

build up an interest in the Company’s shares, but are not subject

to a formal shareholding guideline.

REMUNERATION APPROACH OF THE INVESTMENT MANAGER

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

GOVERNANCE

Directors’ report

The Directors present their Annual Report and

audited Consolidated Financial Statements

for the year ended 31 March 2025, which

have been prepared in accordance with

The Companies (Guernsey) Law, 2008.

PRINCIPAL ACTIVITY

The Company is a Guernsey authorised closed-ended investment

company listed on the Main Market of the London Stock Exchange

in the closed-ended investment funds category.

The Company is governed by an independent Board of Directors and

has no employees. Management of its investments is contracted to its

subsidiary Syncona Investment Management Limited, the Investment

Manager. Its company secretarial and administrative functions are

outsourced to Citco Fund Services (Guernsey) Limited, with further

support and oversight provided by the Investment Manager. Further

details on the Company’s Investment Manager are given below.

The Company’s investment objective is to achieve superior long-term

capital appreciation from its investments. A copy of the Investment

Policy can be found on page 98.

INVESTMENT MANAGER

The investment portfolio is managed by the Investment Manager, which

was appointed to that role on 12 December 2017. The Investment

Manager is regulated by the Financial Conduct Authority as an

Alternative Investment Fund Manager.

The Company pays the Investment Manager an annual fee equal to

expenses incurred in managing the investment portfolio. In addition, the

Company has in place an incentive scheme that provides long-term rewards

to employees of the Investment Manager. Further details of the incentive

scheme are set out in the Remuneration Committee report on page 94.

The appointment of the Investment Manager is indeﬁnite and can be

terminated by the Company or the Investment Manager on 180 days’

notice. No compensation is payable to the Investment Manager on

termination of its appointment.

The Directors review the performance of the Investment Manager each

year and consider that the Investment Manager is performing well.

Accordingly, the Directors consider that the continuing appointment

of the Investment Manager on the terms agreed is in the interests

of the Company and its shareholders as a whole.

EXPENSES

Management fees paid to the Investment Manager in 2025 totalled

£13.7 million (2024: £16.6 million); 1.31% of NAV for the 12 months

(2024: 1.34% of NAV). The ongoing charges ratio, which includes

the management fee, costs and movement in value associated with

the Company’s incentive scheme and costs incurred in running the

Company, was 1.66% (2024: 1.93%).

DIRECTORS

Biographical details of the current Directors of the Company are shown

on pages 76 to 79. Details of the Directors’ shareholdings are included

in the Directors’ remuneration report on page 92.

At each Annual General Meeting of the Company, all the Directors

at the date of the notice convening the Annual General Meeting retire

from ofﬁce and each Director may offer himself or herself for election

or re-election by the shareholders. There is no age limit on Directors.

The Directors are required to disclose all actual and potential conﬂicts

of interest to the Board as they arise for consideration and approval.

These are considered carefully, taking into account the circumstances

around them, and if considered appropriate are approved. The Board

may impose restrictions or refuse to authorise such conﬂicts if deemed

appropriate. Directors are regularly reminded of their obligations

regarding disclosure of conﬂicts of interest.

During the year, the Company maintained cover for its Directors and

Ofﬁcers under a Directors’ and Ofﬁcers’ liability insurance policy.

SHARE CAPITAL

As at 31 March 2025, the Company had 672,214,632 nil paid Ordinary

Shares in issue. 56,568,637 shares were held in treasury which attract

no voting rights. The total number of voting rights at 31 March 2025

was 615,645,995. The Ordinary Shares each have standard rights as

to voting, dividends and payment on winding up and no special rights

and obligations attaching to them. There are no material restrictions on

transfers of shares. In addition, the Company has one Deferred Share in

issue. This share has the right to payment of £1 on the liquidation of the

Company, and a right to vote only if there are no other classes of voting

shares of the Company in issue, but no other rights.

As at 31 March 2025, the Company had been notiﬁed of the following

signiﬁcant (5% or more) direct or indirect holdings of securities in

the Company:

Shareholder

Number of

Ordinary Shares held

% of issued

share capital held

The Wellcome Trust

186,000,000

30.00

BlackRock, Inc

69,185,088

10.32

Schroders plc

33,488,292

5.00

This number is calculated in relation to the issued share capital at the time the

holding was disclosed.

On 6 June 2025, BlackRock, Inc notiﬁed the Company that its holding had changed

to 59,248,512 Ordinary Shares representing 9.72% of issued share capital.

Other than as disclosed above, the Company is not aware of any

person who has a signiﬁcant direct or indirect holding of securities in

the Company. There are no restrictions on voting rights. The Company

is not aware of any agreements between holders of securities that may

result in restrictions on the transfer of securities or on voting rights.

The Company has the authority, subject to various terms as set out

in its Articles and in accordance with The Companies (Guernsey) Law,

2008, to acquire up to 14.99% of the shares in issue. The Company

intends to renew this authority annually.

SYNCONA LIMITED ANNUAL REPORT AND ACCOUNTS 2025

Directors’ report

continued

The Directors utilised this authority during the year to purchase

the Company’s Ordinary Shares pursuant to the share buyback

programme initiated in September 2023. As at 31 March 2025, in

aggregate the Company has purchased 56,568,637 Ordinary Shares

(this represented approximately 8.4% of the Company’s issued share

capital as at 31 March 2025) for an aggregate consideration of £63.2

million excluding taxes and expenses. All of the repurchased Ordinary

Shares have been held in treasury. Additional details are provided in

the Chair’s statement.

RESULTS AND DIVIDENDS

The results for the year are set out in the Consolidated Statement

of Comprehensive Income on page 107.

No dividend was declared in the year ending 31 March 2025

(31 March 2024: £0.00).

GOING CONCERN

The ﬁnancial statements are prepared on a going concern basis.

The net assets held by the Group and within investment entities

controlled by the Group currently consist of securities and cash

amounting to £1,053.1 million (31 March 2024: £1,238.9 million),

of which £276.3 million (31 March 2024: £435.8 million) are readily

realisable within three months in normal market conditions, and

liabilities including uncalled commitments to underlying investments

and funds amounting to £81.7 million (31 March 2024: £95.2 million).

Given the Group’s capital pool of £287.7 million (31 March 2024:

£452.8 million) the Directors consider that the Group has adequate

ﬁnancial resources to continue its operations, including existing

commitments to its investments and planned additional capital

expenditure for 12 months following the approval of the ﬁnancial

statements. The Directors also continue to monitor the potential

future impact of increasing geopolitical uncertainty and the changing

macro environment on the Group. Hence, the Directors believe that

it is appropriate to continue to adopt the going concern basis in

preparing the Consolidated Financial Statements.

While the Directors have a reasonable expectation that the Company

has adequate resources to continue in operational existence for the

foreseeable future and the going concern basis of accounting has

been adopted in preparing the ﬁnancial statements, the Directors have

also considered the proposed changes to the investment objective,

investment policy and the capital allocation policy as disclosed

throughout this Annual Report and Accounts.

Were the shareholders to vote in favour of these proposals, the

Company would commence the orderly realisation of its portfolio,

balanced between returning cash to shareholders in a timely manner

and maximising value. This would represent a material change to the

strategy of the Company and is likely to take a number of years to

execute. During this time, the strategy would be kept under review by

the Board and will in any case be subject to a full review at the earlier

of signiﬁcant proceeds having been returned to shareholders and after

three years. This is to ensure that the Board is maximising value for

shareholders and to enable consideration as to whether new

investments should be proposed, reversing the proposed changes

to the investment objective and policy. The Directors note that the

ultimate decision regarding the future state of the Company is outside

the control of the Directors and will be known only after the outcome

of a shareholder vote. The uncertain future outcome of the intended

forthcoming vote and the potential impact that this has on the

Company’s future state indicates that a material uncertainty exists

that may cast signiﬁcant doubt on the Company’s ability to continue

as a going concern.

Notwithstanding this uncertainty, the Directors continue to conclude

that the financial statements should continue to be prepared on a

going concern basis and the financial statements have been

prepared accordingly.

The Directors continue to believe that the Company has adequate

resources to meet its liabilities as they fall due and whether or not the