The Biotech Growth Trust PLC Annual Report for the year ended 31 March 2026
ANNUAL REPORT
for the year ended 31 March 2026
In order to achieve its investment objective, the Company invests in a
diversified portfolio of shares and related securities in biotechnology
companies on a worldwide basis.
Further details of the Company’s investment policy are set out on
pages 21 and 22.
ORBIMED CAPITAL LLC – PORTFOLIO MANAGER
OrbiMed was founded in 1989 and has evolved over time to be one of the
largest dedicated healthcare investment firms in the world. OrbiMed has
managed the Company’s portfolio since 19 May 2005.
OrbiMed had approximately U.S.$20 billion in assets under management as
at 31 March 2026, across a range of funds including investment trusts, hedge
funds, and private equity funds.
The wider OrbiMed Investment Team continues to expand and now has
over 150 professionals that cover all aspects of research, trading, finance,
and compliance. This includes over 30 degree holders with MD and/or PhD
credentials, healthcare industry veterans, and finance professionals with over
20 years of experience.
HOW TO INVEST
The Company’s shares are traded on the London Stock Exchange and can be
purchased through a stock broker or other financial intermediary. The shares
are available through savings plans (including investment dealing accounts,
ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments
and lump sum investments in the Company’s shares. There are a number of
investment platforms that offer these facilities. Further details can be found
onpage 97.
STRATEGIC REPORT
Financial Highlights 1
Chair’s Statement
2
Company Performance
6
Investment Portfolio 8
Portfolio Manager’s Review
10
OrbiMed’s Approach to
Responsible Investment
20
Business Review
21
GOVERNANCE
Board of Directors
34
Corporate Governance
36
Report of the Directors
45
Statement of Directors’ Responsibilities
51
Audit Committee Report
52
Directors’ Remuneration Report
57
Directors’ Remuneration Policy
61
Independent Auditor’s Report
62
FINANCIAL STATEMENTS
Income Statement
69
Statement of Financial Position
70
Statement of Changes in Equity
71
Statement of Cash Flows
72
Notes to the Financial Statements
73
FURTHER INFORMATION
Shareholder Information
92
Glossary of Terms and Alternative
Performance Measures
93
How to Invest
97
Notice of the Annual General Meeting
98
Explanatory Notes to the Resolutions
101
Company Information
103
For more information about The Biotech
Growth Trust PLC visit the website at
www.biotechgt.com
Follow us on X @biotechgt
THE BIOTECH GROWTH TRUST PLC
The Biotech Growth Trust PLC (the
“Company”) seeks capital appreciation
through investment in the worldwide
biotechnology industry.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
1
* IFRS Measure
^ Alternative Performance Measure (see glossary beginning on page 93)
† NASDAQ Biotechnology Index (total return, net of withholding tax, sterling adjusted)
** Source: Morningstar
The Biotech Growth Trust
Share Price (+67.1%)
The Biotech Growth Trust
NAV per Share (+73.4%)
NASDAQ Biotechnology Index
(total return, net of withholding tax, sterling adjusted)
(+35.0%)
Mar 25 Apr 25 May 25 Jun 25 Jul 25 Aug 25 Sep 25 Oct 25 Nov 25 Dec 25 Jan 26 Feb 26 Mar 26
60
80
100
120
140
160
180
200
Figures have been rebased to 100 as at 31 March 2025.
Source: Frostrow Capital LLP
73.4% 35.0%
Net asset value per share
(total return)^
2025: (24.4%)
Benchmark
†
2025: (6.0%)
67.1%
Share price
(total return)^
2025: (24.2%)
1,414.6p
Net asset value per share*
2025: 815.9p
1,260.0p
Share price
2025: 754.0p
£281.9 m
Shareholders’ funds*
2025: £221.2m
10.9%
1.2%
Ongoing Charges^
2025: 1.1%
Active Share**^
2025: 73.0%
Discount of share price to net asset
value per share^
2025: 7.6%
80.8%
for the year to 31 March 2026
PERFORMANCE
as at 31 March 2026
FINANCIAL HIGHLIGHTS
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
2
INTRODUCTION AND RESULTS
I am pleased to report that, during the year ended
31March2026, the Company delivered very strong
performance. The Company’s net asset value (“NAV”) per
share increased by 73.4%, significantly outperforming
the NASDAQ Biotechnology Index (total return, net of
withholding tax, sterling adjusted) (the “Benchmark”), which
rose by 35.0% over the same period. While returns over the
past few years have been volatile, it is nonetheless pleasing
to see the Company’s investment strategy yielding such
a substantial absolute return and a high level of relative
outperformance.
Performance over the year was driven by a combination of
improving sector sentiment, effective portfolio positioning
and a number of successful stock-specific outcomes.
After a subdued start to the financial year, marked by
macroeconomic uncertainty and policy-related headwinds,
conditions for biotechnology improved meaningfully as
interest rate expectations shifted in the U.S., political and
regulatory risks became clearer and merger and acquisition
(M&A) activity accelerated. The portfolio benefitted in
particular from OrbiMed’s sustained emphasis on small and
mid-capitalisation biotechnology companies, a positioning
that has reflected their conviction for some time. While this
focus weighed on returns in the previous financial year, it
was the principal reason for the Company’s strong absolute
and relative performance during the year. The Company
also benefitted from six announced M&A transactions
involving portfolio holdings, reinforcing the effectiveness of
OrbiMed’s long standing investment approach.
The Company started the year ungeared and ended with
modest gearing of 3.3%. Gearing^ contributed 2.4% to the
Company’s NAV total return during the year, reflecting the
disciplined use of leverage as conviction in the recovery
strengthened. The Board continues to view gearing as a
useful tool when it is cost effective, deployed appropriately
and maintained within conservative limits.
^Alternative Performance Measure (see glossary beginning on page 97).
The Company did not invest in any new private companies
during the year and, at the year end, unquoted investments
comprised only 0.5% of the portfolio. This reflects both the
subdued initial public offering (IPO) market and a deliberate
emphasis on liquidity and flexibility.
The majority of the Company’s assets are denominated
in U.S. dollars and, as a result, NAV performance was
negatively affected by the strength of sterling during the
year. The average exchange rate over the year was $1.34,
some 4.7% stronger than the previous year’s average
of $1.28, creating a currency headwind despite strong
underlying portfolio performance.
The Company reduced its exposure to Chinese
biotechnology companies, which represented 4.7% of the
portfolio at the year end. Valuations across the Chinese
biotech sector remained under pressure amid a challenging
macroeconomic, geopolitical and regulatory environment.
Nevertheless, the Portfolio Manager continues to see China
emerging as an increasingly important centre for biotech
innovation and development productivity, supported by
government prioritisation of the sector. OrbiMed’s teams
in Shanghai and Hong Kong are well placed to identify
andconduct due diligence on attractive opportunities in
theregion.
Overall, the Board is encouraged by the breadth and
quality of the drivers underpinning the Company’s
performance during the year, with returns led in particular
by strong contributions from small and mid-capitalisation
biotechnology companies. While we remain mindful of the
inherent volatility of both the sector and the Company’s
active approach, it is reassuring to see the portfolio respond
strongly as conditions improved and investment theses
were realised. Our confidence in the Portfolio Manager
and their disciplined, research-led strategy is reinforced by
these results. I encourage shareholders to read OrbiMed’s
Review, beginning on page 10, which provides further
insight into the key investment themes and company-
specific developments that contributed to performance.
ROGER YATES
CHAIR’S STATEMENT
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
3
CAPITAL STRUCTURE
The Company’s share price total return for the year was
67.1% (2025: -24.2%). The share price discount to the NAV
per share widened from 7.6% at the start of the Company’s
financial year to 10.9% at the year end, materially wider than
the Board’s long term target of no more than 6%.
This outcome was driven by an unusually large movement
in NAV per Share on the final day of the financial year, which
rose by 8.3%, a very significant increase in the space of a
single day. Given the Company’s high exposure to North
American investments, much of this uplift occurred after
the London market had closed. At the UK market close
on 31 March, the estimated discount was 6.6%; however,
once the US market closed and the full increase in the NAV
per Share was reflected, the discount widened to 10.9%.
The principal driver of the NAV appreciation that day was
the announcement that Biogen Inc. had entered into an
agreement to acquire one of the Company’s portfolio
holdings, Apellis Pharmaceuticals, Inc.
The Company’s shares traded at a discount throughout the
year, leading to the repurchase of 7,183,277 shares, at an
average discount of 8.5% to the Company’s NAV per share
at the time, at a total cost of £69.5 million. Shareholders
will be aware that the Company pursues an active discount
management policy, buying back shares when the discount
of the Company’s share price to its NAV per share is wider
than 6% (under normal market conditions). Share buybacks
contributed 2.8% to the Company's NAV return over the
year, more than double the Company's ongoing charges,
underscoring the value created through disciplined discount
management. In November 2025, reflecting both the overall
quantum of buybacks and the Board’s commitment to the
Company’s policy, we held a General Meeting to renew
shareholder authority to buy back shares when it became
clear that the authority granted at the annual general
meeting (AGM) in 2025 would be exhausted before the
2026 AGM.
The renewal was approved by shareholders, with 99.7%
of votes cast in favour, enabling the Company to continue
operating its discount management policy. Since the
renewed authority will expire at the conclusion of the
Company’s forthcoming AGM, in line with usual practice the
Company will askshareholders to renew the authority again
at the AGM in July.
As we have previously commented, the shares can trade at
a discount wider than 6%, particularly in volatile or muted
markets such as those we have experienced recently.
However, the Company remains committed to protecting
a 6% share price discount over the longer term. Since the
year end, a further 529,600 shares have been bought back
for cancellation and at the time of writing the share price
discount stands at 10.7%.
RETURN AND DIVIDEND
The revenue return per share was -1.9p (2025: 0.0p). This
reflects the low yield generated from the biotechnology
sector and, in particular, the small and mid-cap companies
in the sector that comprise much of the portfolio.
As a result, no dividend is recommended in respect of the
year ended 31 March 2026 (2025: nil).
BOARD CHANGES
In September we were delighted to announce the
appointment of Professor Dame Jenny Harries as a non-
executive director. Dame Jenny’s unparalleled experience in
public health leadership and global health strategy will bring
an invaluable perspective to the Board. Her appointment
marks the end of an extended period of Board refreshment,
with no director retirements expected in the medium term.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
4
PERFORMANCE FEE
There is currently no provision within the Company’s NAV
for any performance fee payable at a future calculation
date. The arrangements for performance fees are described
in detail on pages 45 and 46 of this Annual Report but I
would highlight that it is dependent on the Company's
long-term outperformance: any outperformance has to
be maintained for 12 months after the relevant calculation
date and only becomes payable to the extent that the
outperformance gives rise to a total fee greater than the
total of all performance fees paid to date. This ensures that
a performance fee is not payable for any outperformance
that contributes to recovery of priorperformance.
ANNUAL GENERAL MEETING
The Company’s AGM will be held at the Barber-Surgeons’
Hall, Monkwell Square, Wood St, Barbican, London EC2Y
5BL on Thursday, 16 July 2026 at 12 noon. As well as
the formal proceedings, there will be an opportunity for
shareholders to meet the Board and the Portfolio Manager,
and to receive an update on the Company’s strategy and its
key investments.
I very much look forward to seeing as many shareholders
as possible. For those investors who are not able to attend
the meeting in person, a video recording of the Portfolio
Manager’s presentation will be uploaded to the website
after the meeting. Shareholders can submit questions in
advance by writing to the Company Secretary at
info@frostrow.com.
I encourage all shareholders to exercise their right to vote
at the AGM. The Board strongly encourages shareholders
to register their proxy voting instructions online in advance
of the AGM. Registering your voting instructions in advance
will not restrict you from attending and voting at the
meeting in person should you wish to do so, but ensures
your vote is registered if you are no longer able to attend
on the day. The results of the proxy votes will be published
immediately following the conclusion of the AGM by way
of a stock exchange announcement and on the Company’s
website: www.biotechgt.com.
ARTICLES OF ASSOCIATION
Under Resolution 15 in the Notice of AGM, the Company is
proposing to adopt new articles of association. The sole
change proposed is the inclusion of a new article which will
provide a mechanism to ensure continuity of governance in
the unlikely event that the number of directors falls below
the minimum required. We consider this to be a prudent
governance measure and further details are set out in the
explanatory notes to the resolutions, on page 101.
OUTLOOK
After several challenging years, the outlook for the global
biotechnology sector is more constructive, albeit not
without risk. Improved visibility around U.S. regulatory and
pricing frameworks, a stabilising interest rate environment
and renewed M&A activity have allowed investor attention
to return to sector fundamentals. Clearly, uncertainties
remain, including pricing pressures, funding constraints
for earlier-stage companies, execution risk around clinical
development and a selective capital markets backdrop.
Nevertheless, the sector is entering a period rich with
catalysts, supported by a strong pipeline of clinical data,
supportive regulatory decisions and promising product
launches across a range of therapeutic areas.
The Company’s returns have been volatile in recent years,
reflecting both the nature of a young, innovation-driven
sector and the Company’s active investment approach.
Asconditions have begun to normalise following a
prolonged period of macroeconomic and regulatory
uncertainty, the Board remains confident in the Portfolio
Manager’s investment strategy and their disciplined
approach. While volatility may persist, we believe the
portfolio is well positioned to benefit from a more sustained
recovery in the sector.
Roger Yates
Chair
2 June 2026
CHAIR’S STATEMENT CONTINUED
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
5
INVESTMENT IN INNOVATION AND OPPORTUNITY
The Biotech Growth Trust offers investors a unique opportunity to gain exposure to one of the most
dynamic and rapidly evolving sectors of the global economy.
The Company specialises in investing in a portfolio of growth-stage biotech businesses at the cutting edge
of medical innovation that are sector leaders with first-mover advantages in key treatments for the future.
The portfolio is managed by OrbiMed, a leading global healthcare investment firm with deep expertise
in biotechnology. It offers investors access to pioneering companies addressing tomorrow’s medical
challenges — advancing solutions in areas like central nervous system disorders, oncology, cardiovascular
disease, and gene and cell therapies.
WHY BIOTECH GROWTH TRUST?
Sector expertise: A leading team with a blend of
technical and investment expertise in the biotech sector.
Collectively, the OrbiMed team boasts over 300 years
of investment experience and comprises more than
30qualified analysts with either an MD or PhD degree.
Global reach: A presence in multiple countries,
enabling access to a broad spectrum of investment
opportunities across international markets.
Integrated venture capital capabilities: A strong
venture capital arm at OrbiMed that enhances deal
sourcing and provides early access to some of the
most promising emerging companies in the sector.
Diversified portfolio in cutting-edge sectors: The
Company's portfolio covers some of the leading
biotech companies from across the globe.
Proven track record: The Biotech Growth Trust has
produced strong returns for shareholders over the
long term and has been an early investor in some
of the world’s leading biotech companies including
Immunomedics, Vertex Pharmaceuticals and Argenx.
THE GROWTH INVESTMENT OPPORTUNITY
The Biotech Growth Trust is structured to invest in innovative
products that have the potential to revolutionise healthcare
and significantly enhance the quality of life worldwide. With
a diversified portfolio, expert management and a proven
track record of investing in transformative companies, the
Company is well-positioned to deliver long-term capital
appreciation for shareholders.
WHY BIOTECH?
Demographic tailwinds: An ageing global population is
driving increased demand for innovative treatments and
healthcare solutions around the world.
Breakthrough therapies on the horizon: The coming
years are expected to bring significant advancements in
the treatment of major conditions, such as Alzheimer’s
disease, cancer and obesity.
Strategic importance to the pharmaceutical industry:
As large pharmaceutical companies see more patents
expiring, they are turning to the acquisition of innovative
biotech firms to replenish their patent pipelines, creating
attractive exit opportunities for investors in these
companies.
Biotech M&A is poised to accelerate: A diverse set
of drivers — with biotech valuations at historic lows
and innovation at an all-time high – coupled with the
pressure of drug price reform on large pharma — means
the sector is expected to see a rise in biotech take-outs.
Political priority for the U.S. government: The
Trump Administration views the biotech sector as a
strategically important industry and wants to reduce the
regulatory hurdles for drug approvals to speed up the
drug development process.
Undervalued Assets: The political and economic
landscape has created a compelling entry point:
valuations are attractive, and the pace of innovation and
medical demand is at an all-time high, positioning the
sector for sustained future growth.
LONG-TERM PERFORMANCE (%)
1 Year to
31 March 2026
3 Years to
31 March 2026
5 Years to
31 March 2026
10 Years to
31 March 2026
Since
OrbiMed
appointment to
31 March 2026
NAV per Share 73.4 65.9 (2.2) 125.2 1320.3
Share Price 67.1 60.9 (11.6) 115.4 1236.9
Index 35.0 33.3 30.0 135.0 1215.0
Alpha 38.4 32.6 (32.2) (9.8) 105.3
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
6
COMPANY PERFORMANCE
Company Share Price (+1236.9%)
Benchmark (+1215.0%)
Company NAV per Share (+1320.3%)
100
300
500
700
900
1100
1300
1500
1700
May 05 Mar 06 Mar 07 Mar 08 Mar 09 Mar 10 Mar 11 Mar 12 Mar 13 Mar 14 Mar 15 Mar 16 Mar 17 Mar 18 Mar 19 Mar 21 Mar 22 Mar 23 Mar 26Mar 25 Mar 24Mar 20
Figures have been rebased to 100 as at 19 May 2005.
Source: Bloomberg.
AIC Healthcare and Biotechnology Sector
Company Share Price Discount to the NAV per Share
Mar 21 Mar 22 Mar 23 Mar 24 Mar 25
Mar 26
-20.0
-15.0
-10.0
-5.0
0.0
5.0
10.0
%
to 31 March 2026
PERFORMANCE SINCE THE DATE OF APPOINTMENT OF ORBIMED CAPITAL LLC AS PORTFOLIO MANAGER
Five years to 31 March 2026
SHARE PRICE DISCOUNT TO THE NAV PER SHARE
The discount of the Company’s share price to the net asset value per share at 31 March 2026 stood at 10.9% (2025: 7.6%).
Source: Frostrow Capital LLP.
Figures have been rebased to 100 as at 19 May 2005.
Source: Bloomberg.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
7
Figures have been rebased to 100 as at 31 March 2021.
Source: Morningstar.
Mar-21
May-21
Jul-21
Sep-21
Nov-21
Jan-22
Mar-22
May-22
Jul-22
Sep-22
Nov-22
Jan-23
Mar-23
May-23
Jul-23
Sep-23
Nov-23
Jan-24
Mar-24
May-24
Jul-24
Sep-24
Nov-24
Jan-25
Mar-25
May-25
Jul-25
Sep-25
Nov-25
Jan-26
Mar-26
Company Share Price (-11.6%)
Company NAV per Share (-2.2%)
Benchmark (+30.0%)
40
60
80
100
120
140
HISTORIC PERFORMANCE FOR THE FIVE YEARS ENDED 31 MARCH
2022 2023 2024 2025 2026
Net asset value per share total return*^ (33.8%) (11.0%) 26.5% (24.4%) 73.4%
Share price total return*^ (37.0%) (12.8%) 27.1% (24.2%) 67.1%
Benchmark return (7.4%) 5.4% 5.0% (6.0%) 35.0%
Net asset value per share 957.8p 852.6p 1,078.9p 815.9p 1,414.6p
Share price 898.0p 783.0p 995.0p 754.0p 1,260.0p
Discount of share price to net asset value
per share^
6.2% 8.2% 7.8% 7.6% 10.9%
Ongoing charges (excluding performance
fees)^
1.1% 1.1% 1.2% 1.1% 1.2%
Gearing/(net cash)^
8.4% 7.8% 9.1% (3.8%) 3.3%
* Source: Frostrow Capital LLP
^ Alternative Performance Measure (see glossary beginning on page 93).
to 31 March 2026
FIVE YEAR PERFORMANCE
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
8
INVESTMENT PORTFOLIO
INVESTMENTS HELD AS AT 31 MARCH 2026
Security Country/Region #
Fair value
£’000
% of
investments
Amgen USA 10,637 3.7
Relmada Therapeutics USA 10,596 3.6
C4 Therapeutics˜
1
USA 10,530 3.6
Xenon Pharmaceuticals Canada 10,449 3.6
Rhythm Pharmaceuticals USA 10,308 3.5
ORIC Pharmaceuticals USA 9,308 3.2
Praxis Precision Medicines USA 9,285 3.2
Regeneron Pharmaceuticals USA 8,607 3.0
Biogen USA 8,561 2.9
Esperion Therapeutics USA 7,743 2.7
Ten largest investments 96,024 33.0
UroGen Pharma USA 7,307 2.5
Syndax Pharmaceuticals USA 7,101 2.4
Cogent Biosciences USA 7,052 2.4
Kiniksa Pharmaceuticals International USA 6,594 2.3
Edgewise Therapeutics USA 6,341 2.2
Gilead Sciences USA 6,298 2.2
BioCryst Pharmaceuticals USA 6,266 2.2
Corbus Pharmaceuticals Holdings USA 6,243 2.1
Forte Biosciences USA 6,142 2.0
Ascendis Pharma Denmark 5,715 2.0
Twenty largest investments 161,083 55.3
Palvella Therapeutics USA 5,690 2.0
CG oncology USA 5,620 1.9
Krystal Biotech USA 5,461 1.9
Nanjing Leads Biolabs China 5,209 1.8
Cybin˜
2
Canada 5,120 1.8
Dyne Therapeutics USA 4,978 1.7
Janux Therapeutics USA 4,827 1.6
Mineralys Therapeutics USA 4,461 1.5
Pharvaris Netherlands 4,378 1.5
Definium Therapeutics USA 4,355 1.5
Thirty largest investments 211,182 72.5
Argenx Netherlands 4,122 1.4
Structure Therapeutics USA 4,090 1.4
Trevi Therapeutics USA 4,037 1.4
GenFleet Therapeutics Shanghai China 4,030 1.4
Abivax France 3,969 1.4
Revolution Medicines USA 3,831 1.3
Bicara Therapeutics USA 3,715 1.3
Nektar Therapeutics USA 3,634 1.2
Protagonist Therapeutics USA 3,365 1.2
Axsome Therapeutics USA 3,270 1.1
Forty largest investments 249,245 85.6
Palisade Bio USA 3,096 1.1
Alto Neuroscience USA 2,848 1.1
Vera Therapeutics USA 2,714 0.9
Savara USA 2,629 0.9
uniQure Netherlands 2,561 0.9
EyePoint USA 2,541 0.9
PTC Therapeutics USA 2,534 0.8
Abbisko Cayman China 2,394 0.8
Immunic
˜
3
USA 2,253 0.7
Bright Minds Biosciences Canada 2,202 0.7
Fifty largest investments 275,017 94.4
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
9
Security Country/Region #
Fair value
£’000
% of
investments
Tectonic Therapeutic USA 1,807 0.6
Lexeo Therapeutics USA 1,732 0.6
Compass Pathways United Kingdom 1,638 0.6
Heron Therapeutics USA 1,607 0.5
KalVista Pharmaceuticals USA 1,441 0.5
Akeso China 1,333 0.5
Enliven Therapeutics USA 1,229 0.4
ADC Therapeutics Switzerland 1,207 0.4
ALX Oncology Holdings USA 1,054 0.4
Prelude Therapeutics USA 888 0.3
Sixty largest investments 288,953 99.2
OrbiMed Asia Partners*† USA 886 0.3
Milestone Pharmaceuticals
˜
4
Canada 530 0.2
Gracell Biotechnologies CVR*^ China 459 0.2
Vistagen Therapeutics USA 355 0.1
New Horizon Health* China – –
StemiRNA Therapeutics* China – –
Repare Therapeutics* Canada – –
Total investments 291,183 100.0
All of the above investments are equities unless otherwise stated.
# Primary listing
* Unquoted
˜
1
Includes C4 Therapeutics Level 2 Warrants amounting to £10,120,000
˜
2
Includes Cybin Level 2 Warrants amounting to £232,000
˜
3
Includes Immunic Level 2 Warrants amounting to £633,000
† Partnership interest
˜
4
Level 2 Warrants
^ Contingent Value Right (see glossary beginning on page 93)
PORTFOLIO BREAKDOWN
Investments
Fair value
£’000
% of
investments
Quoted
Equities
280,735 96.4
280,735 96.4
Unquoted
Equities 459 0.2
Partnership interest 886 0.3
1,345 0.5
Derivatives
Warrants (level 2) 9,103 3.1
Total investments 291,183 100.00
PERFORMANCE ATTRIBUTION FOR THE YEAR ENDED 31 MARCH 2026
Contribution to total returns % %
Benchmark return 35.0
Portfolio Manager’s contribution 34.4
Portfolio total return 69.4
Gearing 2.4
Management fee and other expenses (1.2)
Share buybacks 2.8
Total 4.0
Return on net assets 73.4
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
10
PORTFOLIO MANAGER’S REVIEW
The Company delivered strong performance on both an
absolute and relative basis for the year ended 31 March
2026. The Company’s net asset value per share total return
was +73.4% during the financial year, beating the 35.0%
increase for the Company’s benchmark, the NASDAQ
Biotechnology Index (measured on a total return, net of
withholding tax, sterling adjusted basis). The Company’s
share price total return was 67.1% over the same period.
The fiscal year can broadly be divided into three distinct
phases: 1) uncertainty and muted performance in the first
fiscal quarter, 2) an upward inflection in the second fiscal
quarter, and 3) continued strong momentum in the third
and fourth quarters of the fiscal year. The first fiscal quarter
(April-June 2025) saw continued macro headwinds for the
sector. Uncertainty around drug pricing policy and fears
about the impact of U.S. Food and Drug Administration
(FDA) leadership on the approval process weighed on
share price performance. This was coupled with President
Trump’s “Liberation Day” announcement in early April
imposing tariffs on goods imported into the United States.
The tariff announcement led to a broad selloff in global
financial markets before a 90-day pause was announced
and deals and frameworks were implemented over
the ensuing months. The second fiscal quarter (July-
September 2025) brought about a dramatic inflection
upward for the sector as the Federal Reserve began to
signal that they would enter an interest rate easing cycle.
Pharmaceutical tariff fears abated following a 15% EU-U.S
tariff agreement, and M&A activity in the sector began
to pick up. The Company’s NAV appreciated during this
period, benefitting from an overweight positioning in small
and mid-cap biotech. The third phase of performance,
encompassing the latter six months of the fiscal year, was
characterised by continued positive momentum for the
sector. Many of the sector-specific political overhangs
abated and M&A continued its strong pace. During March,
the last month of the fiscal year, financial markets were
challenged by the conflict in the Middle East. The rising
price of oil stoked inflation fears, leading to market-wide
volatility, though biotechnology performed better than
most other sectors. While many macroeconomic as well
as industry-specific headwinds impacted the sector
throughout the fiscal year, most have been resolved and
the fundamentals of the sector remain strong. Despite the
strong sector performance over the year, we do not believe
the sector as a whole is overvalued.
GEOFF HSU
JOSH GOLOMB
PORTFOLIO MANAGER’S
REVIEW
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
11
Figure 1
Note: Monthly chart of all GICS defined biotechnology greater than $10 million, using historical cash and debt sourced from Bloomberg, with annual GICS
biotechnology universe refreshes. Updated through 31 March 2026.
BIOTECH VALUATIONS RECOVERING FROM HISTORICAL LOWS
Ratio of Market Cap to Net Cash on Balance Sheet (Median)
Dot Com Bust
Great Financial
Crisis
Political Pressure
on Drug Pricing
US/China Trade War
& COVID-19
Current
Drawdown
Recovery Rally Cut Short
by Macro and Political
Uncertainties
Delays in Fed rate cuts
RFK, Jr.
Budget cuts
Another Recovery
Rally Emerging
Political uncertainties
abate
Increased M&A activity
Rate cuts resume
In previous investor reports, we have discussed the
unprecedented low valuations for the biotech sector over
the past four years, following a significant drawdown
starting in early 2021. Figure 1 is a graph showing the
absolute valuations of the biotech sector as measured by
the median ratio of market cap to net cash on the balance
sheet. Importantly, the strong performance of the biotech
sector over the past 12 months has only brought valuations
to roughly the same level as the lows of the Dot Com bust in
2002 and the lows of the Great Financial Crisis of 2008/2009.
Biotech valuations remain depressed from a historical
perspective, suggesting significant further upside is possible.
Additionally, since 31 March 2021, the Russell 2000 Biotech
index, a small-cap biotech index, has underperformed the
S&P 500 by 94%. Importantly, the performance gap between
the Russell 2000 Biotech index and the S&P 500 has not
narrowed appreciably despite the strong performance of
biotech over the past 12 months. Given that small caps
have historically outperformed large caps over the long
term, coupled with the strong fundamentals of the biotech
sector, we think this performance gap will eventually close,
implying significant possible outperformance for biotech
versus the broader markets in the months ahead.
Over the course of the year, the Company’s net asset
value per share total return outperformed the benchmark
by 38.4%. The outperformance was driven by a larger
allocation to emerging biotechnology versus large cap
biotechnology relative to the index, M&A activity (including
six announced transactions in which the Company held the
target company at the time of acquisition announcement),
and strong performance from our China holdings.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
12
PORTFOLIO MANAGER’S REVIEW CONTINUED
TOP AND BOTTOM FIVE CONTRIBUTORS TO NET ASSET VALUE PERFORMANCE
FOR THE YEAR TO 31 MARCH 2026
Top Five Contributors
Contribution
£’000
Contribution
per share
(pence)*
Avidity Biosciences
11,186 47.9
Forte Biosciences 8,392 36.0
Relmada Therapeutics 7,174 30.7
CG Oncology 6,891 29.5
Dyne Therapeutics 6,496 27.8
40,139 171.9
Top Five Detractors
uniQure
(6,379) (27.3)
Janux Therapeutics (3,474) (14.9)
Vertex Pharmaceuticals
(2,594) (11.1)
Gilead Sciences (2,429) (10.4)
Tarsus Pharmaceuticals
(1,805) (7.7)
(16,681) (71.4)
* Based on 23,341,371 shares being the weighted average number of shares in issue during the year ended 31 March 2026 .
Source: Frostrow Capital LLP
CONTRIBUTORS AND DETRACTORS
Avidity Biosciences, Forte Biosciences, Relmada
Therapeutics, CG Oncology, and Dyne Therapeutics were
the leading contributors to performance in the portfolio
during the year.
• Avidity Biosciences was a company developing first-in-
class muscle-directed oligonucleotide therapies for the
treatment of a number of neuromuscular diseases. The
company was on track to deliver results for three Phase
3 trials for three different therapies in 2026. The excellent
progress over the course of the fiscal year attracted
significant strategic interest from large pharma. As a
result, on 26 October 2025, Novartis announced that it
had reached an agreement to acquire Avidity for $12
billion.
• Forte Biosciences is developing a therapeutic antibody
for coeliac disease and other autoimmune disorders.
The Company led a private investment in public equity
(PIPE), which included warrants, in Forte in November
2024 when the stock was trading at a negative enterprise
value. Forte shares outperformed following the
announcement of positive proof of concept data for its
lead asset, FB102, in coeliac disease in June 2025.
• Relmada Therapeutics re-rated over the course of the fiscal
year as the company pivoted its focus to bladder cancer,
where its intravesical chemotherapy NDV-01 produced very
high and durable complete response rates in high-risk non-
muscle invasive bladder cancer (NMIBC) patients. No major
safety issues were observed, and importantly no patients
progressed to more advanced disease. The company
secured FDA alignment to begin registration trials in both
high-risk and intermediate-riskNMIBC.
• CG Oncology is another company developing a therapy
for NMIBC. Its oncolytic immunotherapy drug has
shown remarkable clinical activity in NMIBC patients
for up to two years. The stock strength in the latter part
of the fiscal year can be attributed to the company’s
acceleration of its Phase 3 data release in intermediate-
risk NMIBC, which was pulled forward by about a year.
• Dyne Therapeutics is a company developing a
differentiated, potentially best-in-class oligonucleotide
platform for the treatment of a number of neuromuscular
diseases. Dyne’s differentiated technology allows delivery
of highly efficacious genetic medicines directly to the
muscle as well as the central nervous system. Dyne
stock benefitted from Novartis’ recent acquisition of
Avidity, signaling pharma’s interest in treatments for
neuromuscular disorders utilising targeted delivery of
oligonucleotide therapies.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
13
uniQure, Janux Therapeutics, Vertex Pharmaceuticals,
Gilead Sciences and Tarsus Pharmaceuticals were the
principal detractors for the year.
• uniQure is a clinical stage biotech company developing
gene therapies for debilitating neurological diseases. In
September 2025, the company presented groundbreaking
Phase I/II data for AMT-130, its lead program for
Huntington’s disease. The study showed that AMT-130
slowed disease progression by 75% over three years
compared to what would be expected from the natural
history of the disease. Despite these groundbreaking
results, in November 2025 at a pre-Biologics License
Application (BLA) submission meeting, the FDA Center
for Biologics Evaluation and Research (CBER) under the
leadership of Dr. Vinay Prasad indicated that the FDA no
longer agreed that data from uniQure’s pivotal trial was
sufficient to support approval of the therapy. This was a
surprising reversal of guidance the company had received
prior to Dr. Prasad’s appointment as head of CBER. The
disappointing setback resulted in a significant stock
pricedecline.
• Janux Therapeutics is developing masked bispecific
T cell engagers. In December 2025, Janux provided an
update for its lead program for the treatment of advanced
prostate cancer patients. The results showed clinical
activity but underperformed market expectations for
duration of response to therapy. The company attributed
the disappointing duration of response to the late-stage
nature of the patients’ disease and continues to test the
drug in patients who are earlier in their disease course.
• Vertex Pharmaceuticals commercialises treatments for
cystic fibrosis, sickle cell disease, transfusion-dependent
beta thalassemia, and acute pain and has a clinical-
stage pipeline focused on these disease areas. Vertex
underperformed due to a disappointing Q1 2025 earnings
report and subsequent negative updates for its pain
franchise. The company announced the Phase 2 failure
of its next generation acute pain treatment, VX-993, and
the FDA informed the company that it would not be able
to get a broad label in chronic peripheral pain for its first
generation product, suzetragine. Given more limited
prospects for the pain franchise and slowing growth for
the company’s core cystic fibrosis franchise, the Company
exited its position in Vertex.
• Gilead Sciences is a commercial-stage biopharmaceutical
company developing medicines to prevent and treat life-
threatening diseases, including HIV, viral hepatitis, COVID-19,
and cancer. Gilead stock declined modestly in the period as
investors tempered their expectations for the launch of the
company’s biannual HIV prevention treatment, Yeztugo.
• Tarsus Pharmaceuticals is a commercial stage company
focused on eye care treatments. Tarsus commercialises
Xdemvy, a first-in-disease treatment for demodex
blepharitis, a chronic inflammatory condition of the
eyelids. During the review period, Tarsus’ stock price was
volatile as prescription trends for Xdemvy faced seasonal
headwinds, which caused investors to question revenue
growth and peak sales potential for the drug.
MACRO FACTORS AND POLICY ENVIRONMENT
Macroeconomic and political factors continued to exert a
significant influence on the biotech sector throughout the
fiscal year, with headwinds present at the beginning of the
fiscal year gradually abating as the year progressed.
PHARMACEUTICAL TARIFFS AND DRUG PRICING
President Trump’s drug pricing initiatives created considerable
uncertainty during the fiscal year. In May 2025, Trump signed
an executive order announcing a most-favoured-nation (MFN)
drug pricing model. While the concept had been proposed
during Trump’s first term, it was never implemented. In late
July 2025, the Trump administration agreed to a broad 15%
tariff rate between Europe and the U.S., which would likely
apply to pharmaceutical products – a significantly better
outcome than the potential 200% tariffs Trump had initially
suggested. Because the cost of goods sold of pharmaceuticals
is generally very low (less than 10% in many cases), any tariff
on drugs should theoretically not have a dramatic effect on
pharmaceutical margins. In September, Pfizer reached an
agreement with the administration to bring U.S. drug prices for
its Medicaid business to the lowest paid by other developed
nations, with a three-year grace period sparing the company
from any pharmaceutical tariffs. This Pfizer deal was a pivotal
moment: it served as a template for other large pharmaceutical
companies to reach deals with the administration and
confirmed that MFN would seemingly be isolated to Medicaid
rather than affecting commercial markets broadly. Subsequent
to the Pfizer deal, dozens of other large pharmaceutical
companies signed MFN deals of their own with the Trump
administration. Investors viewed these deals as largely
reducing the drug pricing risk for the companies with very little
impact to the companies’ overall income, catalysing share
upside for the biopharmaceutical industry generally.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
14
PORTFOLIO MANAGER’S REVIEW CONTINUED
FDA REGULATORY ENVIRONMENT
The FDA regulatory landscape experienced notable
turbulence during the fiscal year. On the positive front,
FDA Commissioner Dr. Marty Makary consistently
communicated a pro-innovation stance, stating that
the agency would not cut drug reviewers or inspectors
and would continue regulatory flexibility for rare disease
treatments. He introduced policies exempting certain
drugs from animal testing, instead allowing AI-based
computational modelling and human organ model-based
lab testing to satisfy those preclinical requirements.
Additionally, he established the Commissioner’s National
Priority Voucher program, which allows a selected number
of drugs addressing a national priority to gain approval in
one-to-two months rather than the standard 10-12 months.
The appointment of Dr. Vinay Prasad as Director of the
CBER in May 2025 introduced significant volatility in
the biotech space, especially for gene and cell therapies
which the CBER division oversees. Contrary to Makary’s
public statements about being more flexible on approval
requirements to accelerate drugs to market, Prasad took a
stricter stance on approval requirements that led to several
high-profile negative review decisions in early 2026.
These included the surprise rejection of Disc Medicine’s
bitopertin for erythropoietic protoporphyria and an
unexpected refusal-to-file for Moderna’s influenza vaccine
(later reversed within eight days). Prasad’s actions triggered
significant backlash from members of Congress and
patient groups. Due to political and public pressure, it was
announced in early March 2026 that Prasad would be
leaving the FDA at the end of April. This was viewed as a
significant positive regulatory development by investors.
While Prasad’s tenure at CBER did negatively impact
specific drug reviews, the agency overall has largely
continued to function under Dr. Makary’s leadership.
New drug approvals at the agency have remained at
a consistently high level, in line with previous years.
In February 2026, the FDA announced that only one
registrational trial, rather than the customary two, would
be required for drug approvals going forward, which
should reduce the time and cost of drug development
generally. Additionally, the FDA has been employing artificial
intelligence tools to speed up the review process and
has also been looking for ways to reduce red tape and
accelerate the initiation of clinical trials. These structural
changes should have a favourable impact on the speed and
cost of drug development.
FDA NEW MOLECULAR ENTITY APPROVALS
Dip in approvals in 2022 likely due to COVID; approval volume remains high
Source: FDA CDER and CBER as of 30 December 2025
FDA approvals
remain
consistently high
526 new drugs
approved over
the past 10 years
22
53
59
49
58 58
45
67
59
56
FDA taking meaningful steps to accelerate the drug development process
FDA now only requires one Phase 3 trial for approval rather than two
Reduced animal testing requirements
FDA Commissioner’s National Priority Voucher program (reduces review time to 1-2 months)
Artificial intelligence tools being used in the agency to shorten review times
Figure 2
Source: FDA Center for Drug Evaluation and Research (CDER) and Center for Biologics Evaluation and Research (CBER) as at 31 December 2025.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
15
ROBUST FOLLOW-ON FINANCING MARKET
WHILE THE IPOMARKET SHOWS SOME SIGNS
OF LIFE
The financing environment for biotechnology companies
remained strong for those with drugs that have generated
promising data. During the fiscal year, there were 233 follow-
on offerings in biotech, raising proceeds of $38.3 billion,
compared with the prior fiscal year where there were 170
follow-on offerings generating $28.3 billion in proceeds.
While the IPO market has remained subdued for the past
four years, it has recently shown some signs of returning
with six offerings in the first three months of 2026. The
Company will selectively participate in IPOs as favourable
opportunities arise.
Given the sparse IPO activity over the past few years, the
Company has not made any new “crossover” investments
(i.e. private investments in pre-IPO rounds) recently. At the
year end, 0.5% of the NAV was in unquoted investments.
DEAL SUMMARY, Q2 2024 – PRESENT
Q1 2026 closed as one of the strongest quarters ever in biopharma capital markets. IPO gross proceeds reached the highest
level that we’ve seen since 2021
Quarterly Secondary Offering Issuance
Deal Count and Gross Proceeds ($billion), Q2 2024 – Present
61
33
49
27 27
55
84
67
$10.0
$6.8
$7.4
$4.1
$4.3
$7.6
$15.7
$10.7
Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026
Quarterly IPO Issuance
Deal Count and Gross Proceeds ($billion), Q2 2024 – Present
3
5
3
5
0
1
2
6
$0.5
$1.2
$0.7
$0.9
$0.0
$0.3
$0.5
$1.8
Q2 2024 Q3 2024 Q4 2024 Q1 2025 Q2 2025 Q3 2025 Q4 2025 Q1 2026
Figure 3
Note: Excludes transactions <$20 million and IPOs <$40 million.
Source: Dealogic, Capital IQ as of 31 March 2026.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
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PORTFOLIO MANAGER’S REVIEW CONTINUED
M&A ACTIVITY REMAINED ELEVATED DESPITE DRUG PRICING AND POLITICAL UNCERTAINTY
M&A activity has been a historical driver of returns in the
biotechnology industry as most emerging biotechnology
companies that successfully develop a product are
eventually acquired by larger companies. While each
transaction is idiosyncratic in nature, the pace of M&A was
elevated during the fiscal year compared to the previous
fiscal year. The Company benefitted directly from six
M&A transactions during the year because of holdings
in the target companies at the time of the acquisition
announcement:
• Merck KGaA’s acquisition of SpringWorks Therapeutics
for U.S. $3.4 billion
• Novo Nordisk’s acquisition of Akero Therapeutics for
U.S. $4.7 billion
• Novartis’ acquisition of Avidity Biosciences for
U.S. $12 billion
• Merck’s acquisition of Cidara Therapeutics for
U.S. $9.2 billion
• BioMarin’s acquisition of Amicus Therapeutics for
U.S. $4.8 billion
• Biogen’s acquisition of Apellis Pharmaceuticals for
U.S. $5.6 billion
Our expectation is that this elevated level of M&A activity
will continue given Big Pharma’s need for new products to
offset expected patent expirations on many of Big Pharma’s
blockbuster drugs and continued historically favourable (i.e.
low) valuations of potential biotech targets.
M&A ACTIVITY IN BIOTECHNOLOGY
Announced Public Biotech M&A Transactions
Recent M&A in BIOG
Large Cap Pharma Supportive of Continued
M&A
Source: Factset
Source: Bloomberg Transcripts, quotes from JPM Healthcare Conference January 2026, Oppenheimer research note dated 1/25/2026
Note: M&A transactions announced in 2024-2026
CEO Vasant Narasimhan
“We’re one of the most active companies from
a BD&L and M&A standpoint…over 10% of
these assets have been licensed or acquired
in the last two years…we want to continue to
look for the best ideas that fit with our
therapeutic are priorities.”
CEO Rob Davis
“We’ve now invested over $60 billion since
2021 in business
development….importantly, we’re not done.
We have more to do…..we’ve shown a track
record where we will move with discipline.”
CEO Albert Bourla
“The business development
…firepower…around $6 billion for this
year…maybe we use it, maybe not, if we
find the right opportunity…there are
opportunities right now.”
CEO Maziar Mike Doustdar
“We will continue searching for molecules, assets,
companies that basically are complementary to
our own portfolio…we have increased our BD
activities over the last five to six months… we will
not shy away doing that going forward”
Figure 4
Source: Bloomberg Transcripts, quotes from JPM Healthcare Conference January 2026, Oppenheimer research note dated 25 January 2026.
Note: M&A transactions announced in 2024-2026.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
17
BIOTECH IN CHINA CONTINUES TO SHOW
ADVANCEMENT AND INNOVATION
The Company’s China exposure declined from
approximately 9% of NAV at the start of the year to 4.7%
at the year end. This reduction partly reflected the broad
correction in the Chinese biotech sector during the
latter half of the fiscal year following strong prior year
performance, as well as a decision to allocate more to U.S.
biotech in the second half of the fiscal year to capture the
recovery in that segment of the biotech universe.
Chinese biotech companies have shown their ability
to develop drugs faster and more cheaply than their
Western counterparts, and they are rapidly approaching
the drug development productivity of the United States.
Approximately 30% of new clinical trial starts in the global
biopharmaceutical industry are now conducted by Chinese
companies, exceeding Europe and rapidly approaching the
35% market share of the U.S. A new business model has
emerged in which a multinational pharmaceutical company
in-licenses ex-China rights for an innovative drug from a
Chinese biotech company which has conducted early clinical
trials in China to demonstrate initial efficacy and safety.
The pharmaceutical company then conducts the large
registrational trials in a Western population (required by the
FDA) and if successful, markets the drug globally (ex-China).
As shown in Figure 5, the number of such licensing deals
has increased dramatically over the past five years, with
upfront payments that can exceed $1 billion. In March, China
officially upgraded biotech to an “emerging pillar industry” in
its latest government work report, meaning biotech is now
deemed a critical industry for national economic growth.
As such, we believe Chinese government support and
prioritisation of its domestic biotech industry will continue.
OrbiMed is uniquely positioned to take advantage of
opportunities in Chinese biotech given our three analysts
based in our Shanghai and Hong Kong offices who can
conduct on-the-ground due diligence and source investment
opportunities in the region. Due to our local presence,
OrbiMed may have the ability to secure preferential
allocations to attractive Chinese biotech IPOs. Two examples
include GenFleet Therapeutics, a Chinese oncology company
whose shares rose 64% in local currency terms from its IPO
price to fiscal year end, and Leads Biolabs, another Chinese
oncology company which delivered a 111% gain in local
currency from its IPO price to fiscal year end.
CHINESE BIOPHARMA DEALS WITH WESTERN PARTNERS DURING THE FISCAL YEAR
Figure 5
Source: OrbiMed; Data as of 31 March 2026.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
18
PORTFOLIO MANAGER’S REVIEW CONTINUED
SCIENTIFIC INNOVATION REMAINS CORE TO
SECTOR PERFORMANCE
Innovation remains strong across the biotechnology
space with multiple medical breakthroughs achieved in the
period. Our preference is to invest in companies developing
either a first-in-class or a best-in-class drug. Innovations
addressing unmet medical needs can command premium
pricing and generate significant share price appreciation for
the companies involved.
Some examples of groundbreaking developments that have
occurred in the sector during the year ending 31 March
2026 include:
• United Therapeutics reported two positive Phase 3
trials for Tyvaso, its inhaled prostacyclin analogue, for
the treatment of idiopathic pulmonary fibrosis (IPF), a
chronic progressive lung disease characterised by the
gradual scarring and stiffening of the lungs. Tyvaso
could potentially be the first inhaled medicine in 2027
approved for IPF.
• Roivant Sciences reported positive Phase 3 results for
its first-in-class Jak1/Tyk2 inhibitor brepocitinib, a once-
daily oral therapy for the treatment of dermatomyositis.
The drug showed benefits on both skin and muscle
symptoms over 52 weeks. If approved, brepocitinib will
be the first oral medicine for dermatomyositis patients.
• Cogent Biosciences reported positive Phase 3 data for
its KIT inhibitor, the first trial to show a progression free
survival benefit in 20 years in second-line metastatic
gastrointestinal stromal tumours (GIST). Cogent has
recently completed its submission of the drug for review
under the Real Time Oncology Review (RTOR) pathway, ,
which should expedite its review. If approved, it would be
available to patients by the end of 2026.
• Mineralys Therapeutics reported two highly statistically
significant pivotal trials for lorundrostat, its aldosterone
synthase inhibitor for resistant hypertension,
demonstrating a reduction of blood pressure in patients
that were not controlled by conventional therapy.
• Abivax SA’s obefazimod, a miR-124 enhancer,
demonstrated significant clinical remission versus
placebo in two Phase 3 trials in patients with ulcerative
colitis. If approved, the drug would be a first-in-class
treatment in a multi-billion dollarmarket.
• Praxis’ ulixacalitamide, a T-type calcium channel
inhibitor, reported a highly successful Phase 3 trial
demonstrating disease improvement in patients
suffering from essential tremor. If approved,
ulixacalitamide would be the first new medicine
approved for essential tremor in over 50 years.
STRATEGY AND OUTLOOK
Despite the strong performance of the Company during
the year, we believe we are still in the early stages of a
sustained recovery. The biotechnology sector, after years
of underperformance, has still not recovered to its early
2021 highs. Many of the macroeconomic and political
overhangs that weighed on the sector in the early part of
the year, including tariffs and drug pricing, have mostly
been resolved. Scientific innovation fuelling medical
advancements remains robust. Biotechnology companies
continue to develop first-in-class drugs addressing unmet
medical needs. The rate of drug approvals remains strong,
and FDA leadership is motivated to accelerate drug approval
timelines even further. The M&A environment remains
robust and with large pharma companies continuing to face
upcoming patent expiration on key products, we believe
they will continue to look to smaller biotech companies to
augment their revenue growth.
Our positioning will remain heavily tilted towards small
and mid-cap biotech companies because they are
delivering the majority of the innovation in the sector and
remain undervalued relative to their large-cap peers. At
present, we are finding better opportunities in pre-revenue
companies rather than commercial companies. We
believe this segment offers the best opportunity for the
capital markets to reward medical breakthroughs when
they are achieved. Gearing should remain in the 5-10%
range. We will selectively invest in Chinese biotech as
opportunities present themselves while being mindful of
the broader geopolitical landscape. At the time of writing,
the geopolitical situation in the Middle East is causing
macroeconomic headwinds for the broader financial
markets. We believe that biotech will remain largely isolated
from these impacts and are optimistic that the Company
can deliver continued outperformance.
OrbiMed Advisors LLC
Portfolio Manager
2 June 2026
STRATEGIC REPORT
19
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
20
ORBIMED'S APPROACH TO RESPONSIBLE INVESTMENT
The Company’s Portfolio Manager, OrbiMed, is guided by its
Responsible Investing Policy in its approach to integrating
environmental, social and governance (ESG) issues into
its investment process. The Portfolio Manager seeks to
invest in innovative healthcare companies that are working
towards addressing significant unmet medical needs,
across biopharmaceuticals, medical devices, diagnostics,
and healthcare services sectors, globally.
OrbiMed believes that there is a high congruence between
companies that seek to act responsibly and those that succeed
in building long-term shareholder value. The Portfolio Manager
seeks to integrate ESG factors into the overall investment
process, with the objective of maximising investment returns.
Investment decisions are based on a variety of financial and
non-financial company factors, including ESG information. The
Portfolio Manager has appointed a Director - ESG to oversee
the integration of ESG analysis.
As a responsible investor, OrbiMed negatively screens
potential investments and business sectors that may lead to
negative consequential impacts. The importance of robust
governance and social safeguards in biotech has grown
significantly; regulators and investors are increasingly
scrutinising financially material ESG issues such as clinical
trial transparency, equitable access to therapies, and pricing
practices. Governance issues, including board structure and
executive pay, are also financially relevant. For companies
which do not have manufacturing and are focused on drug
discovery and development, environmental factors such
as greenhouse gas (GHG) emissions are not generally
regarded as financially material. The Portfolio Manager
generally utilises healthcare sector-specific guidance from
the Sustainability Accounting Standards Board (SASB) and
in-house analyses from investment analysts to guide its
selection of material ESG factors as part of its investment
research.
Healthcare and life sciences sectors are highly regulated,
globally. Regulation is well-established across developed
markets and emerging markets for the sector. To that
end, OrbiMed considers compliance with local laws
and regulations as one of the factors in its investment
evaluation. Depending on the investment, all or a subset of
the ESG factors that are financially material and relevant are
considered in OrbiMed’s research.
MONITORING AND ENGAGEMENT
OrbiMed utilises ESG scores for public equity holdings from
third-party service providers. To supplement the information
from the third-party service providers, OrbiMed also
conducts proprietary analysis on ESG performance. The
scores from the third-party service providers are integrated
with OrbiMed’s own analysis onto a business intelligence
platform, for regular monitoring. OrbiMed has deployed
an in-house ESG Controversies Monitor. Any hits from the
Controversies Monitor require the analysts to provide their
views on material impact.
The Portfolio Manager engages on a regular basis with its
portfolio companies through meetings with management,
proxy voting, and in some cases, through board
representation.
OrbiMed’s analysts track financially material ESG
information such as safety of clinical trials, drug safety,
ethical marketing, call-backs and other materially relevant
factors. As part of these efforts, OrbiMed engages with
companies directly or through brokers, and facilitates
dialogues and exchange of leading practices among
investors, companies, and other relevant experts on ESG in
the healthcare sector.
Between 1 April 2025 and 31 March 2026, a total of 479
proposals came to vote within the Company's portfolio.
Of these, 473 were management proposals and six were
shareholder proposals.
ORBIMED VOTING DURING THE YEAR ENDED
31 MARCH 2026
Proposed by
Total number
of proposals
Voted
for
Voted
against
Votes
abstained/
withheld
Management
473 433 37
3
Shareholder
6 3 3
0
Most proposals focused on director elections, auditor
appointments, and executive compensation. There were
only four ESG-related proposals, including topics on
executive pay ratio, independence of the chair, human rights
policy and diversity, equity and inclusion (DEI) practices in
supply chains.
The Portfolio Manager provides an annual update on ESG to
the Board of the Company.
OrbiMed Advisors LLC
Portfolio Manager
2 June 2026
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
21
BUSINESS REVIEW
The Strategic Report on pages 1 to 32
contains a review of the Company’s
business model and strategy, an
analysis of its performance during
the financial year and its future
developments, as well as details of the
principal risks and challenges it faces.
Its purpose is to inform shareholders and help them to
assess how the Directors have performed their duty to
promote the success of the Company. The Strategic
Report contains certain forward-looking statements. These
statements are made by the Directors in good faith based on
the information available to them up to the date of this report.
Such statements should be treated with caution due to the
inherent uncertainties, including both economic and business
risk factors, underlying such forward-looking information.
BUSINESS MODEL
The Biotech Growth Trust PLC is an externally managed
investment trust and its shares are admitted to the closed-
ended investment funds category of the FCA’s Official List
and to trading on the main market of the London Stock
Exchange.
The purpose of the Company is to achieve long-term growth
in its shareholders' wealth by providing a vehicle for investors
to gain exposure to a portfolio of worldwide biotechnology
companies, through a single investment.
The Company’s strategy is to create value for shareholders
by addressing its investment objective. As an externally
managed investment trust, all of the Company's day-to-day
management and administrative functions are outsourced to
service providers. As a result, the Company has no executive
directors, employees or internal operations.
The Company employs Frostrow Capital LLP (Frostrow) as
its Alternative Investment Fund Manager (AIFM), OrbiMed
Capital LLC (OrbiMed) as its Portfolio Manager, J.P. Morgan
Europe Limited as its Depositary and J.P. Morgan Securities
LLC as its Custodian and Prime Broker. Further details
about their appointments can be found in the Report of the
Directors on pages 45 and 46.
The Board is responsible for all aspects of the Company’s
affairs, including setting the parameters for and monitoring
the investment strategy as well as the review of investment
performance and policy.
The Company is an investment company within the meaning
of Section 833 of the Companies Act 2006 and has been
approved by HM Revenue & Customs as an investment trust
(for the purposes of Section 1158 of the Corporation Tax Act
2010). As a result, the Company is not liable for taxation on
capital gains. The Directors believe that approval will continue
to be retained. The Company is not a close company for
taxation purposes.
INVESTMENT OBJECTIVE AND POLICY
The Company seeks capital appreciation through investment
in the worldwide biotechnology industry.
In order to achieve its investment objective, the Company
invests in a diversified portfolio of shares and related
securities in biotechnology companies on a worldwide basis.
In connection with the investment policy, the following
guidelines apply:
• The Company will not invest more than 10%, in
aggregate, of the value of its gross assets in other
closed ended investment companies (including
investment trusts) listed on the London Stock Exchange,
except where the investment companies themselves
have stated investment policies to invest no more
than 15% of their gross assets in other closed ended
investment companies (including investment trusts)
listed on the London Stock Exchange.
• The Company will not invest more than 15%,
inaggregate, of the value of its gross assets in other
closed ended investment companies (including
investment trusts) listed on the London Stock Exchange.
• The Company will not invest more than 15% of the value
of its gross assets in any one individual stock at the
time of acquisition.
• The Company will not invest more than 10% of the value
of its gross assets in unquoted investments at the time
of acquisition. This limit includes any investment in
private equity funds managed by the Portfolio Manager
or any affiliates of such entity.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
22
BUSINESS REVIEW CONTINUED
• The Company may invest or commit for investment
a maximum of U.S.$15 million, after the deduction
of proceeds of disposal and other returns of capital,
inprivate equity funds managed by the Portfolio
Manager, or any affiliates thereof.
• The Company’s borrowing policy is that borrowings
will not exceed 20% of the value of the Company’s
net assets. Any loan facility in place from time to time
may be drawn by the Portfolio Manager overseen by
theAIFM.
• The Company may be unable either to invest directly
or invest efficiently in certain countries or share
classes. Inthese circumstances, the Company may
gain exposure by investing indirectly through swaps or
other derivative instruments where it is more efficient
to do so. Exposure to underlying investments thus
obtained will count towards and be subject to the
investment limits set out above. Further, where the
Company invests via swaps or derivatives for such a
purpose, exposure to these financial instruments will
count towards and be subject to the limits on the use of
derivatives and equity swaps set out below.
• In line with the Investment Objective, derivatives are
employed, when appropriate, in an effort to enhance
returns and to improve the risk-return profile of the
Company’s portfolio. The Board has set the following
limits within which derivative exposures are managed:
• Derivative transactions (excluding equity swaps)
can be used to mitigate risk and/or enhance return
and will be restricted to an aggregate net exposure
of 5per cent. of the value of the gross assets
measured at the time of the relevant transaction;
• Equity swaps may be used for efficient portfolio
management purposes and aggregate net
counterparty exposure through a combination of
derivatives (as set out in the previous bullet point)
and equity swap transactions is restricted to
12per cent. of the value of the gross assets of the
Company at the time of the transaction.
In accordance with the requirements of the Financial Conduct
Authority, any material change to the investment policy will
only be made with the approval of shareholders by ordinary
resolution.
INVESTMENT STRATEGY
The achievement of the Investment Objective has been
delegated to OrbiMed by Frostrow (as AIFM) under the Board’s
and Frostrow’s supervision and guidance.
Details of OrbiMed’s investment strategy and approach are set
out in the Portfolio Manager’s Review on pages 10 to 18. While
performance is measured against the Benchmark, the Board
encourages OrbiMed to manage the portfolio without regard to
the Benchmark and its make-up.
While the Board’s strategy is to allow flexibility in managing the
investments, in order to manage investment risk it has imposed
various investment, gearing and derivative guidelines and limits,
within which Frostrow and OrbiMed are required to manage the
investments, as set out in the Investment Policy.
PERFORMANCE MEASUREMENT
The Board measures OrbiMed's performance against the
NASDAQ Biotechnology Index (total return, net of withholding
tax, sterling adjusted). The Board also monitors the Company's
performance against its AIC sector peer group.
DIVIDEND POLICY
The Company invests with the objective of achieving capital
growth and it is expected that dividends, if any, are likely to
be small. The Board intends only to pay dividends on the
Company’s shares to the extent required in order to maintain
the Company’s investment trust status.
No dividends were paid or declared during the year
(2025:None).
CONTINUATION OF THE COMPANY
An opportunity to vote on the continuation of the Company
is given to shareholders every five years. Shareholders
voted in favour of the Company's continuation last
year, however the Board will propose a one-off, interim
continuation vote at the AGM in 2028, two years before
the next regular vote is scheduled. The additional vote is
intended to provide an earlier opportunity for shareholders
to reassess the Company's progress.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
23
COMPANY PROMOTION
The Company has appointed Frostrow to provide marketing
and investor relations services, in the belief that a well-
marketed investment company is more likely to grow over
time, have a more diverse, stable list of shareholders and its
shares will trade closer to the net asset value per share over
the long term. Frostrow actively promotes the Company in
the following ways:
Engaging regularly with institutional investors, discretionary
wealth managers and a range of execution-only platforms:
Frostrow regularly meets with institutional investors,
discretionary wealth managers and execution-only
platform providers to discuss the Company’s strategy and
to understand any issues and concerns, covering both
investment and corporate governance matters;
Making Company information more accessible: Frostrow
works to raise the profile of the Company by targeting key
groups within the investment community, holding periodic
investment seminars, commissioning and overseeing PR
output and managing the Company’s website and wider
digital offering, including Portfolio Manager videos and
social media;
Disseminating key Company information: Frostrow
performs the Investor Relations function on behalf of the
Company and manages the investor database. Frostrow
produces all key corporate documents, distributes monthly
fact sheets, annual and half yearly reports and updates from
OrbiMed on the portfolio and market developments; and
Monitoring market activity, acting as a link between the
Company, shareholders and other stakeholders: Frostrow
maintains regular contact with sector broker analysts and
other research and data providers, and conducts periodic
investor perception surveys, liaising with the Board to
provide up-to-date and accurate information on the latest
shareholder and market developments.
The Board has also appointed Kepler Partners to produce,
publish and promote research covering the Company. As
part of their appointment, Kepler produce podcasts, videos
and webinars featuring the Company, aimed in particular at
retail investors.
KEY PERFORMANCE INDICATORS (KPIs)
The Board assesses the Company’s performance in
meeting its objective against the following KPIs:
• net asset value total return;
• share price total return;
• share price discount to net asset value per share; and
• ongoing charges.
A full description of the Company’s performance is provided in
the Chair’s Statement and the Portfolio Manager’s Review and
a record of these measures is shown on pages 1, 6 and 7. The
KPIs have not changed from the prior year:
NET ASSET VALUE PER SHARE TOTAL RETURN^
The Directors regard the Company’s net asset value
per share total return as being the overall measure of
value generated by the Portfolio Manager over the long
term. The Board considers the principal comparator to
be the NASDAQ Biotechnology Index (total return, net of
withholding tax, sterling adjusted). OrbiMed’s investment
style is such that performance is likely to deviate from that
of the Benchmark.
During the year under review, the Company’s net asset
value per share total return was 73.4%, outperforming the
Benchmark by 38.4% (2025: -24.4%, underperforming the
Benchmark by 18.4%). Since OrbiMed’s date of appointment
(19 May 2005) to 31 March 2026, the Company’s net asset
value per share total return is 1,320.3% compared with
1,215.0% for the Benchmark.
SHARE PRICE TOTAL RETURN^
The Directors also regard the Company’s share price total
return to be a key indicator of performance. This reflects the
Company's share price growth which the Board recognises
is important to investors.
During the year under review the Company’s share price
total return was 67.1% (2025: -24.2%). Since OrbiMed’s
date of appointment (19 May 2005) to 31 March 2026, the
Company’s share price total return is 1,236.9% compared
with Benchmark performance of 1,215.0%.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
24
SHARE PRICE (DISCOUNT)/PREMIUM TO NET ASSET
VALUE PER SHARE^
The Board regularly reviews the level of the discount/
premium of the Company’s share price to the net asset
value per share and considers ways in which share price
performance may be enhanced, including the effectiveness
of marketing, share issuance and buybacks, where
appropriate. The Board has a discount control policy in
place, the aim of which is to prevent the level of the share
price discount to the net asset value per share exceeding
6%. Shareholders should note, however, that it remains
possible for the discount to be greater than 6% for a period
of days or indeed longer, particularly in volatile or muted
markets. However, the Company remains committed to
protecting a 6% share price discount over the longer term.
7,183,277 shares were repurchased by the Company during
the year (2025: 6,374,607).
When the Company's shares trade at a premium to the
net asset value per share, new shares can be issued at a
premium to the net asset value per share.
The Board believes that the benefits of issuing new shares
in such conditions are as follows:
• to fulfil excess demand in the market in order to help
manage the premium to the net asset value per share at
which the Company’s shares trade;
• to provide a small enhancement to the net asset value
per share of existing shares through new share issuance
at a premium to the estimated net asset value per share;
• to grow the Company, thereby spreading operating
costs over a larger capital base, which should reduce
the ongoing charges ratio; and
• to improve liquidity in the market for the Company’s
shares.
As the Company's shares traded at a discount to the net
asset value per share throughout the year, no new shares
were issued during the year (2025:Nil).
The volatility of the net asset value per share in an asset
class such as biotechnology is a factor over which the
Board has no control. The making and timing of any share
buybacks or share issuance is at the absolute discretion
of the Board. Please see pages 30 and 31 for information
regarding how the Board addressed this issue during
theyear.
ONGOING CHARGES^
Ongoing charges represent the costs that the Company can
reasonably expect to pay from one year to the next, under
normal conditions. The Board continues to be conscious
of expenses and seeks to maintain a sensible balance
between high quality service and costs. The Board therefore
considers the ongoing charges ratio to be a KPI and reviews
the figure on a regular basis.
As at 31 March 2026 the ongoing charges figure was 1.2%
(2025: 1.1%).
^ Alternative Performance Measure (see glossary beginning on page 93).
RISK MANAGEMENT
The Board is responsible for managing the risks faced by
the Company. Through delegation to the Audit Committee,
the Board has established procedures to manage risk,
to review the Company’s internal control framework and
to establish the level and nature of the principal risks the
Company is prepared to accept in order to achieve its long-
term strategic objective. The Audit Committee has carried
out a robust assessment of the principal and emerging
risks with the assistance of Frostrow (the AIFM). Arisk
management process has been established to identify and
assess risks, their likelihood and the possible severity of
their impact. Further information is provided in the Audit
Committee Report beginning on page 52. These principal
risks are set out on the following pages with a high level
summary of their management through mitigation and
arrows to indicate any change in the Board's assessment
during the year.
BUSINESS REVIEW CONTINUED
^ Alternative Performance Measure (See glossary beginning on page 93).
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
25
PRINCIPAL RISKS AND UNCERTAINTIES MANAGEMENT/MITIGATION
MARKET RISK
The Company’s portfolio is exposed to
fluctuations in market prices (changes in
broad market measures, individual security
prices and foreign exchange rates) in the
biotechnology sector and the regions in
which it invests, which may result in a
reduction in assets due to market falls and
higher volatility.
The biotechnology sector has historically
been more volatile than other equity
sectors, reflecting factors inherent in
biotech companies, including emerging
technologies, uncertainty of drug approval
outcomes, regulatory and pricing policy.
More generally, geopolitical and economic
uncertainties have affected markets
globally and are likely to continue to do so.
These include the instability caused by the
administration in the USA, including the
consequences of trade wars and tariffs,
the continued impact of the war in Ukraine
and the effect of sanctions against Russia,
tensions between the US/West and China,
and conflicts in the Middle East. Broad
economic risks include prolonged inflation
and elevated interest rates, slowing global
economic growth and the fear or presence of
recession.
New regulations designed to combat climate
change and uncertainties associated with
shifts in population and resource availability/
demand may also have an impact on global
markets. In addition, climate change events
could have an impact on the business
models of the portfolio companies and their
operations.
To an extent, this risk is accepted as being inherent to the Company's activities. However,
the Board has set limits in the investment policy which ensure the portfolio is diversified.
Compliance with the limits and guidelines contained in the Company’s investment policy
is monitored daily by Frostrow and OrbiMed and reported monthly to the Board.
OrbiMed report at each Board meeting on the Company’s performance including the
impact of wider market trends and events.
The Portfolio Manager spreads investment risk over a wide portfolio of investments. Atthe
year end the Company’s portfolio comprised investments in 67companies.
As part of its review of the going concern and long-term viability of the Company, the Board
considers the sensitivity of the portfolio to changes in market prices and foreign exchange
rates (see note 15 beginning on page 83) and the ability of the Company to liquidate its
portfolio if the need arose. Further details are included in the Going Concern and Viability
Statements beginning on page 28.
The Board monitors and challenges the Portfolio Manager's awareness of emerging climate
change risks and the resources they have devoted to assessing climate risks.
The Board is conscious that climate change poses a general risk to the investment
environment and, through discussions with the Portfolio Manager, has noted that the
biotechnology industry is not a major contributor to greenhouse gas emissions. For this
reason, the Portfolio Manager does not consider climate change to be a material ESG
consideration when engaging with investee companies. However energy management is
noted as a material concern in the wider healthcare and pharmaceutical sectors, and this
forms part of OrbiMed’s ESG monitoring.
Risk change:
Risk Likelihood:
Medium LowHigh
Increased
DecreasedNo change
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
26
PRINCIPAL RISKS AND UNCERTAINTIES MANAGEMENT/MITIGATION
PORTFOLIO PERFORMANCE
Investment performance may not achieve
the Investment Objective and the value of
the investments held in the portfolio may fall
materially out of line with the sector.
The Portfolio Manager’s approach is
expected to lead to performance that
will deviate from comparators, including
both market indices and other investment
companies investing in the biotechnology
sector.
The Portfolio Manager has responsibility for selecting investments in accordance with the
Investment Objective and Policy and seeks to ensure that investments in individual stocks fall
within acceptable risk levels.
To manage this risk, the Board:
• reviews and challenges, at each Board meeting, reports from OrbiMed which cover portfolio
composition, asset allocation, concentration and performance;
• reviews investment performance over the long term against the Benchmark and the
Company's peer group; and
• formally reviews OrbiMed's appointment, including their performance, service levels and
contractual arrangements, each year.
SHARE PRICE PERFORMANCE
The Company’s share price fluctuates
in accordance with supply and demand
and may not reflect the underlying NAV
per share; where the share price is less
than the underlying NAV per share, the
difference is known as the “discount”. Share
price performance may be influenced not
only by Company-specific factors but
also by investor sentiment towards the
investment trust sector as a whole and its
relative attractiveness compared with other
investment vehicles. A sustained lack of
demand for the investment trust sector, or
for the Company’s shares, may result in a
widening discount. Persistently poor share
price performance or a wider discount may
attract activist shareholders and/or result in
increased share buybacks which, over time,
may significantly reduce the Company’s
assets.
To manage this risk, the Board:
• regularly reviews the level of the share price discount/premium to the net asset value per
share and considers ways in which share price performance may be enhanced, including
the effectiveness of marketing and investor relations services, new share issuance and
share buybacks, as appropriate;
• has implemented a discount management policy, buying back the Company’s shares when
the level of the share price discount to the net asset value per share exceeds 6%(in normal
market conditions);
• may issue shares at a premium to the net asset value per share to help prevent a share
price premium reaching too high a level;
• engages with shareholders at the AGM, investor meetings and seminars, and other events;
• reviews an analysis of the shareholder register at each Board meeting and is kept informed
of shareholder sentiment by the AIFM and the Company's corporate stockbroker; and
• regularly discusses the Company’s future development and strategy with the Portfolio
Manager and the AIFM.
CYBER RISK
Cyber crime may lead to the disruption or
failure of systems covering dealing, trade
processing, administrative services, financial
and other operational functions.
The Board relies on controls in place at OrbiMed, Frostrow, J.P. Morgan, MUFG Corporate
Markets and other third-party service providers.
The Audit Committee reviews the internal controls reports of the principal service
providers, as well as their data storage and information security arrangements.
BUSINESS REVIEW CONTINUED
Risk change:
Risk Likelihood:
Medium LowHigh
Increased
DecreasedNo change
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
27
PRINCIPAL RISKS AND UNCERTAINTIES MANAGEMENT/MITIGATION
KEY PERSON RISK
The risk that the individuals responsible for
managing the Company’s portfolio may leave
their employment or may be prevented from
undertaking their duties.
The Board manages this risk by:
• appointing OrbiMed, who in turn have appointed Geoff Hsu and Josh Golomb to
manage the Company’s portfolio. Mr Hsu and Mr Golomb are supported by a team of
researchers and analysts dedicated to the biotechnology sector;
• receiving reports from OrbiMed at each Board meeting, which include any significant
changes in the make-up of the team supporting the Company;
• meeting the wider team at OrbiMed’s offices and encouraging the participation of the
wider OrbiMed team in investor updates; and
• delegating to the Management Engagement Committee the responsibility to perform
an annual review of the service received from OrbiMed, including, inter alia, the team
supporting the portfolio managers and their succession plans.
VALUATION RISK
Pursuant to the Investment Policy, the
Company may invest up to 10% of its gross
assets in unquoted investments at the time of
acquisition. The valuation of unquoted assets
involves a degree of subjectivity and there is
a risk that proceeds received on the disposal
of unquoted holdings may prove to be
significantly lower than the value at which the
investment is held in the Company’s portfolio.
Unquoted investments comprised 0.5% of the Company's portfolio at the year end. Any
directly held unquoted investments are valued by an independent, third-party valuation
agent. The Board has established a Valuation Committee to review the valuations of the
unquoted investments and the methodologies used in the valuations. The valuations are
recommended to the Committee by Frostrow, the Company's AIFM, following review by
its own valuations committee. The Valuation Committee makes recommendations to the
Board, as appropriate. Further information can be found in the Audit Committee Report
beginning on page 52 and note 1 to the financial statements beginning on page 73.
COUNTERPARTY RISK
The Company is exposed to credit risk
arising from the use of counterparties. Ifa
counterparty were to fail, the Company
could be adversely affected through either a
delay in settlement or a loss of assets.
The most significant counterparty to which the Company is exposed is J.P. Morgan Securities
LLC (J.P. Morgan), the Custodian and Prime Broker, which is responsible for the safekeeping
of the Company’s assets and provides the loan facility to the Company. As part of the
arrangements with J.P. Morgan they may take assets as collateral up to 140% of the value of
the loan drawn down. The assets taken as collateral by J.P.Morgan may be used, loaned, sold,
rehypothecated or transferred. The level of the Company's gearing is at the discretion of the
AIFM and the Board and the loan facility can be repaid at any time, at which point the assets
taken as collateral will be released back to the Company. Any of the Company’s assets taken
as collateral are not covered by the custody arrangements provided by J.P. Morgan.
J.P. Morgan is a registered broker-dealer and is accordingly subject to limits on
rehypothecation imposed by the U.S. Securities and Exchange Commission (SEC). In the
event of J.P. Morgan’s insolvency, the Company may be unable to recover in full assets
held by it as Custodian or held as collateral.
The risk is managed through the selection of a financially stable counterparty, limitations
on the use of gearing and reliance on the SEC's robust regulatory regime. In addition, the
Board monitors the credit rating of J.P. Morgan.
J.P. Morgan is also subject to regular monitoring by J.P. Morgan Europe Limited, the
Depositary, and the Board receives regular reports from the Depositary.
During the year the Company entered into swap transactions with Goldman Sachs International,
however there were no equity swaps in the portfolio at the year end.
Further information can be found in note 15 to the financial statements beginning on page 83.
Risk change:
Risk Likelihood:
Medium LowHigh
Increased
DecreasedNo change
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
28
PRINCIPAL RISKS AND UNCERTAINTIES MANAGEMENT/MITIGATION
OPERATIONAL DISRUPTION
As an externally managed investment trust,
the Company is reliant on the systems
of its service providers for dealing, trade
processing, administration, financial and
other functions. If such systems were to
fail or be disrupted (including, for example,
as a result of a pandemic, war, network
disruption or simply poor performance/
controls) this could prevent accurate
reporting of the Company’s financial
position or lead to a failure to comply with
applicable laws, regulations and governance
requirements and/or to a financial loss.
To manage these risks, the Board (in some cases the Audit Committee):
• periodically meets representatives from the Company's key service providers to gain a
better understanding of their control environment, and the processes in place to mitigate
any disruptive events;
• receives a monthly report from Frostrow, which includes, inter alia, confirmation of
compliance with applicable laws and regulations;
• reviews the internal control reports and key policies (including disaster recovery procedures
and business continuity plans) of its service providers;
• maintains a risk matrix with details of risks to which the Company is exposed, the approach
to managing those risks, the key controls and the frequency of the controls operation;
• receives updates on pending changes to the regulatory and legal environment and progress
towards the Company’s compliance with such changes; and
• has considered the increased risk of cyber-attacks and received reports and assurance
from its service providers regarding the information security controls inplace.
BUSINESS REVIEW CONTINUED
EMERGING RISKS
The Directors have carried out a robust assessment of
the Company’s emerging risks and the procedures in
place to identify emerging risks are described below. The
International Risk Governance Council definition of an
‘emerging’ risk is one that is new, or is a familiar risk in a
new or unfamiliar context or under new context conditions
(re-emerging).
The Audit Committee reviews a risk schedule at each of its
three meetings during the year. Emerging risks are discussed
in detail as part of this process and also throughout the year
to try to ensure that emerging (as well as established) risks
are identified and, so far as practicable, mitigated.
NEW MARKET RISKS
During the year, the Audit Committee identified and
discussed emerging elements of market risk such as
regulatory uncertainty and the instability caused by the
administration in the USA, including the consequences of
trade wars, tariffs, constraints on pharmaceutical pricing and
the possible rise of the anti-vaccine movement which may
affect the biotechnology sector in general.
NEW CYBER RISKS
The Committee observed that cyber risks continue to evolve,
with new threats emerging at an accelerated pace, as
demonstrated by a series of high-profile cyber attacks in the
retail sector.
ARTIFICIAL INTELLIGENCE
The Committee considered that the development of artificial
intelligence, as well as providing significant investment
opportunities, may also be exploited or used in ways
that may adversely impact the Company's operations,
competitive position, or compliance environment.
These risks will continue to be monitored and managed as
set out in the Market Risk and Cyber Risk descriptions on
pages 25 and 26.
GOING CONCERN
The financial statements have been prepared on a going
concern basis. The Directors consider this is the appropriate
basis as the Company has adequate resources to continue
in operational existence until at least 2 June 2027, being
12 months from the date this report was approved. The
Company’s portfolio, trading activity, cash balances,
revenue and expense forecasts, and the trends and factors
likely to affect the Company’s performance are reviewed
and discussed at each Board meeting. The Board has
Risk change:
Risk Likelihood:
Medium LowHigh
Increased
DecreasedNo change
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
29
considered a detailed assessment of the Company’s ability
to meet its liabilities as they fall due, including stress tests
which modelled the effects of substantial falls in portfolio
valuations and liquidity constraints on the Company’s
financial position. Further information is provided in the
Audit Committee report beginning on page
52
.
Based on the information available to the Directors at the
date of this report, including the results of these stress tests,
the conclusions drawn in the Viability Statement below, the
Company’s current cash balances, and the liquidity of the
Company’s investments, the Directors are satisfied that the
Company has adequate financial resources to continue in
operation until at least 2 June 2027, being 12 months from
the date this report was approved. Accordingly, the Directors
are satisfied that it is appropriate to continue to adopt the
going concern basis in preparing the financial statements.
VIABILITY STATEMENT
The Directors have carefully assessed the Company’s
position and prospects as well as the principal risks and
have formed a reasonable expectation that the Company
will be able to continue in operation and meet its liabilities
as they fall due over the next five financial years.
To make this assessment and in reaching this conclusion,
the Audit Committee has considered the Company’s financial
position, its ability to liquidate its portfolio and meet its
liabilities as they fall due and, in particular, notes the following:
• The portfolio is principally comprised of investments
traded on major international stock exchanges. Based
on recent market volumes
96.4
% of the current portfolio
could be liquidated within seven trading days. There is no
expectation that the nature of the investments held within
the portfolio will be materially different in future.
• The Board has considered the viability of the Company
under various scenarios, including periods of acute stock
market and economic volatility, and concluded that it
would expect to be able to ensure the financial stability of
the Company through the benefits of having a diversified
portfolio of (mostly) listed and realisable assets. As
illustrated in note 15 to the financial statements, the Board
has considered other price risk (the sensitivity of the value
of shareholders' funds to changes in the fair value of the
Company's investments), foreign currency sensitivity (the
sensitivity to changes in key exchange rates to which
the portfolio is exposed) and interest rate sensitivity (the
sensitivity to changes in market interest rates).
• With an ongoing charges ratio of 1.2%, the expenses of
the Company are predictable and modest in comparison
with the assets and there are no capital commitments
foreseen which would alter that position.
• The Company has a short-term loan facility which can
be used to meet its liabilities. Details of the Company’s
current liabilities are set out in note 12 to the financial
statements.
• The Company has no employees. Consequently it does
not have redundancy or other employment related
liabilities or responsibilities.
The Audit Committee, as well as considering the potential
impact of the Company’s principal risks and various severe
but plausible downside scenarios, has made the following
assumptions in considering the Company’s longer-term viability:
• There will continue to be demand for investment trusts;
• The Company invests principally in the securities
of listed companies traded on international stock
exchanges to which investors will wish to continue to
have exposure;
• Shareholders will vote for the continuation of the
Company at the Annual General Meeting to be held
in July 2028. At the current time, the Directors have a
reasonable expectation that the next vote will be passed;
• The closed-ended nature of the Company means that,
unlike open-ended funds, it does not need to realise
investments when shareholders wish to sell their shares;
• The Company will continue to be able to fund share
buybacks when required. The Company bought back
7,183,277
ordinary shares in the year under review at a
total cost of £69.5 million and experienced no problem
with liquidity in doing so. It had shareholders’ funds in
excess of £281.9 million at the year end; and
• The long-term performance of the Company will
continue to be satisfactory.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
30
STAKEHOLDER INTERESTS AND BOARD DECISION-MAKING (SECTION 172 OF THE COMPANIES
ACT2006)
The following disclosure, which is required by the Companies Act 2006 and the AIC Code of Corporate Governance, describes
how the Directors have had regard to the views of the Company’s stakeholders in their decision-making.
STAKEHOLDER GROUP HOW THE BOARD HAS ENGAGED WITH THE COMPANY’S STAKEHOLDERS
Investors The Board’s key mechanisms of engagement with investors include:
• The Annual and Half-yearly Reports
• The Annual General Meeting
• The Company’s website which hosts reports, articles and insights, monthly fact sheets
and video interviews with the Portfolio Manager
• The Company’s distribution list which is maintained by Frostrow and is used to
communicate with shareholders on a regular basis
• Online and in person seminars with presentations from the Portfolio Manager
• One-to-one investor meetings
The AIFM and the Portfolio Manager, on behalf of the Board, completed a programme of
investor relations throughout the year, reporting to the Board on the feedback received. This
includes meetings with wealth managers and independent financial advisers, as well as
preparing the documents and organising the events listed above. The Board aims for at least
one Director to attend the in person and online events at which the Portfolio Manager presents
to investors.
Portfolio Manager The Board met regularly with the Portfolio Manager throughout the year, both formally
at quarterly Board meetings and informally, as required. The Board engaged primarily
with key members of the portfolio management team, discussing the Company’s overall
performance as well as developments at individual portfolio companies and wider
macroeconomic developments. The Directors visited OrbiMed's offices in New York during
the year, to review the investment strategy, conduct ongoing due diligience and meet with the
OrbiMed team in person.
The Management Engagement Committee reviewed the performance of the Portfolio
Manager and the terms and conditions on which they are engaged.
Other Service Providers The Board met regularly with the AIFM, representatives of which attend every quarterly
Board meeting to provide updates on risk management, accounting, administration,
corporate governance and marketing matters.
The Management Engagement Committee reviewed the performance of all the
Company’s service providers, receiving feedback from Frostrow in their capacity as
AIFM and Company Secretary. TheAIFM, which is responsible for the day-to-day
operational management of the Company, meets and interacts with the other service
providers including the Depositary, Custodian and Registrar, on behalf of the Board, on
a daily basis. This can be through email, one-to-one meetings and/or regular written
reporting.
The Audit Committee reviewed the quality and effectiveness of the audit and
recommended to the Board that it be proposed to shareholders that BDO LLP (BDO) be
re-appointed as Auditor. The Audit Committee also met with BDO to review the audit
plan and set their remuneration for the year.
BUSINESS REVIEW CONTINUED
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
31
As an externally managed investment trust, the Company has no employees, customers, operations or premises. Therefore,
the Company’s key stakeholders (other than its shareholders) are considered to be its service providers. The need to foster
good business relationships with the service providers and maintain a reputation for high standards of business conduct are
central to the Directors’ decision-making as the Board of an externally managed investment trust.
KEY AREAS OF ENGAGEMENT MAIN DECISIONS AND ACTIONS TAKEN
• Ongoing dialogue with shareholders
concerning the strategy of the Company,
performance and the portfolio.
• Share price performance.
• Operation of the discount management
policy
• Portfolio performance measurement
• The continuation of the Company
The Board and the Portfolio Manager provided updates via RNS, the
Company’s website, the distribution list and the usual financial reports and
monthly fact sheets.
The Board continued to monitor share price movements closely. When
the discount of the share price to the net asset value per share exceeded
6%, the Company sought to buy back shares in the market. As a result,
7,183,277 shares were bought back during the year. No shares were issued
at a premium to the net asset value per share during the year. Having
nearly exhausted the authority granted at the 2025 AGM, the Board asked
shareholders to renew the Company's authority to buy back shares in the
market at a General Meeting held on 12 November 2025. Shareholders
approved the proposal with 99.7% of the votes cast in favour.
The Board engaged with shareholders ahead of and following the
continuation vote, which was passed at the AGM in July 2025.
• Portfolio composition, performance,
outlook and business updates.
• The Portfolio Manager’s system of internal
controls and investment risk management.
The Board agreed that high standards of research had been maintained
and the Portfolio Manager’s strategy had been implemented consistently.
It was noted that performance had improved considerably and the Board
agreed that the Portfolio Manager's investment process remained robust.
Therefore, the Board concluded that it was in the interests of shareholders
for OrbiMed to continue in their role as Portfolio Manager.
The Audit Committee concluded that the Portfolio Manager’s internal
controls were satisfactory. Please refer to the Audit Committee Report,
beginning on page
52
, forfurther information.
• The promotion and marketing strategy of
the Company.
• Service providers’ internal controls.
• The effectiveness of the audit and the
Auditor’s reappointment.
• The terms and conditions under which the
Auditor is engaged.
The Board concluded that it was in the interests of shareholders for
Frostrow to continue in their role as AIFM.
The Board agreed that the Company’s other service providers continued to
perform satisfactorily and should continue in their roles.
The Board approved the Audit Committee’s recommendation to propose
to shareholders that BDO LLP be re-appointed as the Company’s auditor
for a further year. Please refer to the Audit Committee Report beginning
on page 52 and the Notice of AGM beginning on page
98
for further
information.
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STRATEGIC REPORT
32
BUSINESS REVIEW CONTINUED
ENVIRONMENTAL, SOCIAL, COMMUNITY AND
HUMAN RIGHTS MATTERS
As an externally managed investment trust, the Company
does not have any employees or maintain any premises,
nor does it undertake any manufacturing or other physical
operations itself. All its operational functions are outsourced
to third-party service providers, which the Board oversees.
Therefore, the Company itself has no material, direct impact
on the environment or any particular community and, as a
result, the Company has no environmental, human rights,
social or community policies.
Under the UK Listing Rules, the Company is exempt
from reporting against the Taskforce for Climate-Related
Financial Disclosures (TCFD) framework. However, the
Board recognises that climate change poses a general risk
to the investment environment and has discussed with the
Portfolio Manager the potential impact of climate change
risk on the Company's investments.
The Board believes that consideration of environmental,
social and governance (ESG) factors is important and has
the potential to protect and enhance investment returns.
The Portfolio Manager’s investment criteria ensure that ESG
factors are integrated into their investment process and
best practice in this area is encouraged by the Board. The
Portfolio Manager engages with the Company’s underlying
investee companies in relation to their corporate governance
practices and the development of their policies on social,
community and environmental matters. Further information
on OrbiMed’s responsible investing policy can be found on
page 20.
The Board is committed to carrying out the Company’s
business in an honest and fair manner with a zero-tolerance
approach to bribery, corruption, and tax evasion. As such,
policies and procedures are in place to prevent this.
Incarrying out the Company’s activities, the Board aims to
conduct itself responsibly, ethically and fairly. The Board
expects that the Company's principal service providers have
appropriate policies in place and carries out an annual review
of their arrangements.
PERFORMANCE AND FUTURE DEVELOPMENTS
A review of the Company’s year, its performance and
the outlook for the Company can be found in the Chair’s
Statement beginning on page 2 and in the Portfolio
Manager’s Review beginning on page 10.
The Company’s overall strategy remains unchanged.
By order of the Board
Frostrow Capital LLP
Company Secretary
2 June 2026
GOVERNANCE
33
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
GOVERNANCE
IN THIS SECTION
Board of Directors
34
Corporate Governance
36
Report of the Directors
45
Statement of Directors’ Responsibilities
51
Audit Committee Report
52
Directors’ Remuneration Report
57
Directors’ Remuneration Policy
61
Independent Auditor’s Report
62
GOVERNANCE
34
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
BOARD OF DIRECTORS
* Information as at 31 March 2026
ROGER YATES
Independent Non-Executive Chair
Joined the Board in December 2021
Remuneration: £44,000 pa*
Committees
Roger is Chair of the Nominations Committee.
See page 36 for further information.
Shareholding in the Company
25,000
Skills and Experience
Roger started his career in investment
management at GT Management in 1981 and
subsequently held positions at Morgan Grenfell
and Invesco as Chief Investment Officer. He was
appointed Chief Executive Officer of Henderson
Group plc in 1999 and led the company for a
decade. More recently, Roger was the Senior
Independent Director and Remuneration
Committee Chair at IG Group Holdings plc, Chair
of Electra Private Equity PLC and Chair of Pioneer
Global Asset Management S.p.A. He was also a
Non-Executive Director of J.P. Morgan Elect PLC,
Senior Independent Director and Chair of the
Remuneration Committee of StJames's Place until
2023 , Remuneration Committee Chair at Jupiter
Fund Management plc and Senior Independent
Director at Mitie Group plc until 2025.
Other Appointments
Roger is the non-executive Chair of Pacific
Horizon Investment Trust plc.
Standing for re-election: Yes
Joined the Board in November 2023
Remuneration: £33,000 pa*
Committees
Hamish is Chair of the Management
Engagement Committee.
See page 36 for further information.
Shareholding in the Company
7,200
Skills and Experience
Hamish has extensive experience and expertise
both in managing an investment trust and as
a non-executive director. His executive career
was spent at Ruffer LLP, which he joined in 2002,
becoming a partner in 2006. Between 2011
and 2022 he was the Lead Manager of Ruffer
Investment Company Ltd. He founded and
managed the Edinburgh office of Ruffer and held
firm-wide responsibilities in relation to portfolio
management and investor communications.
He retired from Ruffer with effect from
3 October 2022.
Other Appointments
Hamish is the senior independent director
of Mid Wynd International Investment Trust
plc and a non-executive director of Fidelity
Special Values PLC.
Standing for re-election: Yes
HAMISH BAILLIE
Senior Independent
Non-Executive Director
Joined the Board in September 2024
Remuneration: £35,000 pa*
Committees
Julie is Chair of the Audit and Valuations
Committees. See page 36 for further information.
Shareholding in the Company
1,391
Skills and Experience
Julie has over 30 years of varied finance
experience and is a Fellow of the Chartered
Institute of Management Accountants. She is
a director of Fincom Advisory Limited, which
provides commercial advice to businesses, having
previously been the Chief Financial Officer and a
Board member of Port of London. She was also a
trustee of a defined benefit pension scheme for six
years, and previously chaired the audit committee
of Leeds and York NHS Foundation Trust, prior to
which she held various senior positions at BT plc.
Other Appointments
Julie is a non-executive director and chair of the
audit committee of F&C Investment Trust PLC.
Standing for re-election: Yes
JULIE TANKARD
Independent Non-Executive Director
GOVERNANCE
35
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
GEOFF HSU
Non-Executive Director
Joined the Board in May 2018
Remuneration: Nil
Committees
Geoff does not sit on any of the
Board’s Committees.
Shareholding in the Company
Nil
Skills and Experience
Geoff is a General Partner of OrbiMed, having
joined in 2002 as a biotechnology analyst. Prior
to joining OrbiMed, he worked as an analyst in the
healthcare investment banking group at Lehman
Brothers. MrHsu received his A.B. degree summa
cum laude from Harvard University and holds
an M.B.A. from Harvard Business School. Prior
to business school, he spent two years studying
medicine at Harvard Medical School.
Other Appointments
Geoff is a General Partner of OrbiMed.
Standing for re-election: Yes
PROFESSOR DAME JENNY HARRIES
Independent Non-Executive Director
Joined the Board in September 2025
Remuneration: £30,000 pa*
Committees
See page 36 for further information.
Shareholding in the Company
Nil
Skills and Experience
Dame Jenny served as Chief Executive of the UK
Health Security Agency (UKHSA) from its inception
in 2021. In this role she oversaw the integration of
Public Health England, the Joint Biosecurity Centre,
the Covid Vaccine Task Force and NHS Test and
Trace, establishing a unified agency tasked with
protecting the nation from external health threats.
Prior to leading UKHSA, she held the position of
Deputy Chief Medical Officer for England, where
she played a pivotal role in the UK Government’s
response to the COVID-19 pandemic. She has
also played a central role in the UK’s response
to Ebola, Zika, mpox, MERS and the Novichok
attacks and has served on the Joint Committee for
Vaccination and Immunisation (JCVI). Her career
spans decades of service in public health, including
regional leadership roles at Public Health England
and joint directorships in local government and
NHS bodies across England and Wales.
In addition to a medical degree, she holds
formal qualifications in pharmacology, business
administration, health economics and strategic
health service planning.
Other Appointments
Dame Jenny is the Independent Chair of
Community Pharmacy England, an Honorary
Professor in Health Security at the University of
Nottingham and an Honorary Professor in Public
Health at the University of Chester.
Standing for election: Yes
DR NICKI SHEPHERD
Independent Non-Executive Director
Joined the Board in January 2021
Remuneration: £30,000 pa*
Committees
See page 36 for further information.
Shareholding in the Company
3,500
Skills and Experience
Nicki has over 25 years of experience in the
biomedical sector and is the Founder and Director
of Bellows Consulting, providing strategic advice in
relation to maximising the impact from scientific
research. Nicki is also involved in managing
large, international consortiums including in the
government, academic, charitable and private
sectors. Current clients include The Pirbright
Institute, Gates Foundation, GALVmed and Barts
Charity. She was previously at The Wellcome Trust
where she was responsible for the management
of the Translation Fund, a £30 million a year
investment into biomedical product development.
Nicki has also held positions at AstraZeneca in
late-stage manufacturing.
Other Appointments
Nicki sits on or advises several scientific panels
and is an independent member of the Joint
Oversight Committee for the Centre for Veterinary
Vaccine Innovation and Manufacturing (CVIM).
Standing for re-election: Yes
GOVERNANCE
36
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
THE BOARD AND COMMITTEES
Responsibility for effective governance lies with the Board. The governance framework of the Company reflects the fact that
as an investment company it has no employees. Portfolio management is outsourced to OrbiMed and risk management,
company management, company secretarial, administrative and marketing services are outsourced to Frostrow. The Board
generates value for shareholders through its oversight of the service providers and management of costs associated with
running the Company.
THE BOARD
Chair – Roger Yates
Senior Independent Director – Hamish Baillie
Four additional non-executive Directors, three of whom are considered independent.
Key responsibilities:
• to provide leadership and set the strategy, values and standards of the Company within a framework of effective
controls which enable risk to be assessed and managed;
• to ensure that a robust corporate governance framework is implemented; and
• to challenge constructively and scrutinise the performance of all third-party service providers.
Audit Committee Nominations Committee
Management Engagement
Committee
Valuation Committee
Chair
Julie Tankard
Hamish Baillie, Dr Shepherd,
Professor Harries
Key responsibilities:
• to review the Company’s
financial reports;
• to oversee the risk and
control environment and
financial reporting; and
• to have primary
responsibility for the
relationship with the
Company’s external
auditor, to review their
independence and
performance, and
to determine their
remuneration.
Chair
Roger Yates
All Independent Directors
Key responsibilities:
• to review regularly the
Board’s structure and
composition; and
• to make
recommendations for
any changes or new
appointments.
Chair
Hamish Baillie
All Independent Directors
Key responsibilities:
• to review regularly
the contracts, the
performance and
remuneration of the
Company’s principal
service providers.
Chair
Julie Tankard
Roger Yates, Hamish Baillie
Key responsibilities:
• to consider the
valuations of the
Company’s unquoted
investments; and
• to consider the
appropriateness
of the Company’s
valuation policies and
methodologies.
Copies of the full terms of reference, which clearly define the responsibilities of each Committee, can be obtained from the
Company Secretary, will be available for inspection at the Annual General Meeting, and can be found on the Company’s
website at www.biotechgt.com
CORPORATE GOVERNANCE
GOVERNANCE
37
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
Board of Directors
Entirely non-executive, majority independent
Committees:
l Audit Committee
l
Management Engagement Committee
l
Nominations Committee
l
Valuation Committee
Frostrow
(AIFM, Company Secretary, Fund Administrator)
Reporting
l
Financial Statements
l
Liquidity and gearing
l
Income forecasts
l
Portfolio valuation
l
Portfolio transactions
l
Letter of representation to
the Board (annually)
l
Investment limits and restrictions
(monthly)
l
Compliance with investment policy and
guidelines (monthly)
l
Compliance report (semi-annually)
l
ISAE 3402 Internal Controls Report (annually)
J.P. Morgan
(Depositary and Custodian)
Reporting
l
Depositary’s report (semi-annually)
l
SOC 1 Internal Controls Reports (annually)
l
Presentations on subjects of interest e.g. cyber security (as required)
OrbiMed
(Portfolio Management)
Reporting
l
Portfolio performance update at each meeting
l
Compliance report (semi-annually)
l
Effectiveness of control environment (annually)
l
Presentations on subjects of interest
e.g. Risk Management, Investment Compliance (as required)
Winterflood
Securities
(Corporate Broker)
MUFG Corporate Markets
(Registrar)
Reporting
l
AAF 01/20 Internal Controls Report (annually)
l
Presentations on subjects of interest e.g. cyber security (as required)
Charles Russell
Speechlys
(Legal Adviser)
Principal third-party
service providers
The Directors:
l
receive regular reporting
at meetings;
l
review the assurance
report produced by each
organisation;
l
receive additional
reporting on the control
environment from each
of the principal third –
party service providers;
and
l
formally evaluate their
performance on an
annual basis.
Secondary third-
party service
providers
The Directors:
l
receive regular reporting
on their activities at
meetings; and
l
formally evaluate their
performance on an
annual basis.
The Board has a responsibility
for establishing and assessing
internal controls to ensure the
Company operates effectively,
efficiently and within the risk
appetites set by the Board. As
the Company relies on third-
party service providers for all
of its operations, it obtains
regular reports from these
counterparties on the nature
and effectiveness of controls
within these organisations.
The Company’s principal
service providers are the
Portfolio Manager, OrbiMed,
the AIFM, Company Secretary
and administrator, Frostrow
Capital, the custodian and
depositary, J.P. Morgan
and the registrar, MUFG
Corporate Markets. The Board
receives regular reporting on
compliance with the control
environment and assesses the
effectiveness of the internal
controls through review of the
assurance reports from each
of these organisations.
In addition, the Company
retains a number of secondary
providers who report regularly
to the Board. These include the
Company’s legal adviser and
the corporate stockbroker.
The Management Engagement
Committee formally evaluates
the performance and service
delivery of all third-party
service providers at least
annually and the Audit
Committee evaluates the
performance of the Company’s
external auditor annually,
following the completion of the
annual audit process.
INTERNAL CONTROLS STRUCTURE
38
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
GOVERNANCE
CORPORATE GOVERNANCE STATEMENT
The Board is committed to maintaining and demonstrating
high standards of corporate governance. The Board has
considered the principles and recommendations of the AIC
Code of Corporate Governance published in August 2024 (the
AIC Code). The AIC Code addresses all the principles set out in
the UK Corporate Governance Code (the UK Code) published
in January 2024, as well as setting out additional provisions
on issues that are of specific relevance to the Company. The
Board notes that Provision 29 of the UK Code and Provision 34
of the AIC Code, which deal with Board monitoring of internal
controls, are effective for accounting periods beginning on or
after 1 January 2026.
The Board considers that reporting against the principles
and provisions of the AIC Code (which has been endorsed
by the Financial Reporting Council) will provide better
information to shareholders. By reporting against the
AIC Code, the Company meets its obligations under the
UK Code (and associated disclosure requirements under
paragraph 6.6.6 of the UK Listing Rules) and as such does
not need to report further on issues contained in the UK
Code which are irrelevant to the Company as an externally
managed investment company, including the provisions
relating to the role of the chief executive, executive
directors’ remuneration and the internal audit function.
The AIC Code is available on the AIC’s website
www.theaic.co.uk and the UK Code can be viewed on the
Financial Reporting Council website www.frc.org.uk. The
AIC Code includes an explanation of how the AIC Code
adapts the principles and provisions set out in the UK Code
to make them relevant for investment companies.
The Company has complied with the principles and
provisions of the AIC Code. The Corporate Governance
Report on pages 36 to 44, forms part of the Report of the
Directors on pages 45 to 50.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is ultimately responsible for the Company’s
risk management and internal control systems and for
reviewing their effectiveness. Operational responsibility for
this review is delegated to the Audit Committee.
A description of the principal risks facing the Company and
an explanation of how they are managed is provided in the
Strategic Report on pages 24 to 28. The Directors have a
robust process for identifying, evaluating and managing
the risks faced by the Company, including emerging risks,
which are recorded in a risk schedule.
The Committee’s process involves reviewing the risk
schedule at each of its three meetings during the year.
One of the Committee meetings is a dedicated meeting to
evaluate the Company’s principal and other risks, identify
emerging risks, and discuss the Board’s approach to
monitoring and managing them. The Audit Committee, on
behalf of the Board, assesses the likelihood of occurrence
and possible impact of each risk. The Committee then
reviews the mitigating controls in place and assesses
whether they provide sufficient mitigation.
The Board operates certain internal controls such as
the review of the Company’s financial reports, risk
identification, and the oversight of service providers.
However, as an externally managed investment trust,
the Company is reliant on the operational systems of its
service providers and this is reflected in the Company’s
internal controls structure, which is summarised on
page37. The Company’s internal controls are designed
to manage, mitigate and/or monitor financial, investment,
reporting, compliance and governance risks. As such, the
controls aim to ensure that, inter alia:
– There is an effective governance and oversight system
in place;
– The Portfolio Manager complies with the Company’s
investment policy;
– The assets of the Company are safeguarded and
accurately valued;
– The Company’s financial information is complete and
accurate and clearly communicated to shareholders;
and
– The Company complies with all legal and regulatory
requirements.
Internal control systems are designed to manage, rather
than eliminate, the risk of failure to achieve the Company’s
strategic objectives and can provide only reasonable and not
absolute assurance against material misstatement or loss.
The Committee monitored the Company’s risk management
and internal control framework throughout the year through
the review of reports from the principal service providers, as
set out on page 37. In particular, the Committee reviewed
any exceptions identified in the internal controls reports
and evaluated whether they were material for the Company.
CORPORATE GOVERNANCE CONTINUED
GOVERNANCE
39
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
Further information was obtained from the service providers
where necessary. After the Company’s year end, the
principal service providers each provided a letter confirming
that there had been no material changes in their internal
controls between the date of their internal controls report
and the Company's year end.
The Statement of Directors’ Responsibilities on page51
describes the Directors’ responsibility for preparing
thisreport.
The Audit Committee Report, beginning on page 52,
explains the work undertaken to allow the Directors to
make this statement and to apply the going concern
basis of accounting. It also sets out the main roles and
responsibilities and the work of the Audit Committee
throughout the year.
The Board’s assessment of the Company’s longer-term
viability is set out in the Strategic Report on page 29.
BOARD LEADERSHIP AND PURPOSE
PURPOSE AND STRATEGY
The purpose and strategy of the Company are described in
the Strategic Report.
BOARD CULTURE
The Board aims to consider and discuss differences of
opinion and unique vantage points, and to utilise the
Directors' different areas of expertise. The Chair encourages
open debate to foster a supportive and cooperative
approach for all participants. Strategic decisions are
discussed openly and constructively. The Board aims to be
transparent with shareholders and other stakeholders and
for the Company to conduct itself responsibly, ethically and
fairly in its relationships with service providers.
The Board has gained assurance on whistleblowing
procedures at the Company’s principal service providers
to ensure employees at those companies are supported in
speaking up and raising concerns. No concerns relating to
the Company were raised during the year.
SHAREHOLDER RELATIONS
The Company has appointed Frostrow to provide marketing
and investor relations services in the belief that a well-
marketed investment company is more likely to grow over
time, have a more diverse, stable list of shareholders and its
shares will trade closer to the net asset value per share over
the long run. Frostrow actively promotes the Company as
set out on page 23.
Representatives of Frostrow, OrbiMed and the Board met
regularly with institutional shareholders and private client
wealth managers to discuss investment strategy, any
issues or concerns and, if applicable, corporate governance
matters. Reports on investor sentiment and the feedback
from investor meetings were discussed with the Directors
at the following Board meeting.
SHAREHOLDER COMMUNICATIONS
The Board, the AIFM and the Portfolio Manager consider
maintaining good communications with shareholders to
be a priority. They engage with larger shareholders through
meetings and presentations and retail shareholders through
webinars, podcasts, the media including social media, and
the Company's website. All shareholders are informed
by the publication of annual and half-yearly reports
which include financial statements. These reports are
supplemented by the daily release of the net asset value per
share to the London Stock Exchange and the publication
of monthly fact sheets. All this information, including
interviews with the Portfolio Manager, is available on the
Company’s website at www.biotechgt.com.
The Board monitors changes to the share register of
the Company; it also reviews correspondence from
shareholders (if any) at each meeting and maintains regular
contact with major shareholders. Shareholders who wish to
raise matters with a Director may do so by writing to them
at the registered office of the Company.
The Board supports the principle that the AGM be used
to communicate with private investors in particular.
Shareholders are encouraged to attend the AGM, where they
are given the opportunity to question the Chair, the Board
and representatives of the Portfolio Manager. In addition, the
Portfolio Manager makes a presentation to shareholders
covering the investment performance and strategy of the
Company at the AGM. Details of the proxy votes received
in respect of each resolution are made available on the
Company’s website following the AGM.
The Board notes that responsibility for compliance with the
FCA’s Consumer Duty rests with the AIFM, and receives
updates as appropriate on the AIFM’s approach to ensuring
that the Company’s investors receive fair outcomes in line
with applicable regulatory requirements.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
SIGNIFICANT HOLDINGS AND VOTING RIGHTS
Details of the shareholders with substantial interests in the
Company’s shares, the Directors’ authorities to issue and
repurchase the Company’s shares, and the voting rights
of the shares are set out in the Report of the Directors on
pages 45 to 50.
CONFLICTS OF INTEREST
Company directors have a statutory obligation to avoid
a situation in which they (and connected persons) have,
orcan have, a direct or indirect interest that conflicts, or
may possibly conflict, with the interests of the Company. In
line with the Companies Act 2006, the Board has the power
to authorise any potential conflicts of interest that may
arise and impose such limits or conditions as it thinks fit.
Aregister of interests and potential conflicts is maintained
and is reviewed at every Board meeting.
No conflicts of interest arose during the year.
DIVISION OF RESPONSIBILITIES
THE CHAIR AND THE SID
The Chair’s primary role is to provide leadership to the
Board, assuming responsibility for its overall effectiveness
in directing the Company.
The Senior Independent Director (SID) serves as a sounding
board for the Chair and acts as an intermediary for the
other Directors and the shareholders.
A full description of the responsibilities of the Chair and the
SID can be found on the Company’s website:
www.biotechgt.com
DIRECTOR INDEPENDENCE
The Board consists of six non-executive Directors, five of
whom the Board considers to be independent of OrbiMed
and the Company's other service providers. Geoff Hsu is a
General Partner of OrbiMed and is therefore not independent.
Mr Hsu has been part of the team managing the Company's
portfolio since OrbiMed's appointment. His contributions to
the Board's discussions and his knowledge and experience of
the Company's history are valued by the Board. Mr Hsu does
not sit on any of the Board's committees; he is not involved
with the selection of new directors or the setting of their
remuneration, or the review and assessment of OrbiMed's
performance and the terms and conditions on which they are
engaged. In addition, he has waived his director's fee.
Aside from Mr Hsu, all of the Directors seeking election
or re-election at the forthcoming AGM continue to be
independent when assessed against the circumstances
set out in Provision 13 of the AIC Code. The Board carefully
considers these guidelines but believes that independence
is evidenced by an individual being independent of mind,
character and judgement.
Further details regarding the Directors can be found on
pages 34 to 35.
BOARD MEETINGS
The Board is responsible for the effective stewardship of
the Company’s affairs. Strategy issues and all material
operational matters are considered at its meetings.
The Board met formally four times during the year. The
primary focus at regular Board meetings was the review of
investment performance and associated matters, including
asset allocation, marketing/investor relations, peer group
information and industry issues.
The Board reviewed key investment and financial data,
revenue and expense projections, analyses of transactions,
performance metrics and performance comparisons, share
price and net asset value performance.
The Board is responsible for setting the Company’s
corporate strategy and reviewed the continued
appropriateness of the Company’s investment objective,
investment strategy and investment restrictions at
eachmeeting.
CORPORATE GOVERNANCE CONTINUED
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
MEETING ATTENDANCE
The table below sets out the number of scheduled Board and committee meetings held during the year ended 31 March 2026
and the number of meetings attended by each Director.
Board
Management
Engagement
Committee
Audit
Committee
Nominations
Committee
Valuation
Committee
Number of meetings held in 2025/26 4 2 3 1 4
Hamish Baillie 4 2 3 1 4
Professor Dame Jenny Harries
1
3 2 2 1 N/A
Geoff Hsu 4 N/A N/A N/A N/A
Julia Le Blan
2
1 – 1 – 1
Dr Nicki Shepherd 4 2 3 1 N/A
Julie Tankard 4 2 3 1 4
The Rt Hon Lord Willetts
3
1 – 1 – N/A
Roger Yates 4 2 N/A 1 4
Directors who are not members of the Board’s committees may, at the invitation of the relevant committee, attend meetings
to observe, to report or to contribute where their experience is relevant to the matters under consideration. All serving
Directors attended the Annual General Meeting held on 17 July 2025. Other ad hoc meetings of the Board and Committees
were held in connection with specific events as and when necessary.
1 Professor Dame Jenny Harries was appointed to the Board with effect from 16 September 2025.
2 Julia Le Blan retired from the Board on 17 July 2025.
3 Lord Willetts retired from the Board on 17 July 2025.
MATTERS RESERVED FOR DECISION BY THE BOARD
The Board has adopted a schedule of matters reserved for its
decision. This includes:
– decisions relating to the strategic objectives and overall
management of the Company, including the appointment
or removal of the Portfolio Manager and other service
providers, establishing the investment objectives,
restrictions, strategy and performance comparators;
– approval of the annual and half yearly financial statements,
recommendation or declaration of any dividends,
determining the policy on share issuance and buybacks;
– the Company’s internal controls, corporate governance
structure, policies and procedures; and
– matters relating to the Board and its committees,
including the appointment of directors.
Day-to-day portfolio management is delegated to OrbiMed
and operational management is delegated to Frostrow.
The Board takes responsibility for the content of
communications regarding major corporate issues, even if
OrbiMed or Frostrow acts as spokesman. The Board was
kept informed of relevant promotional material that was
issued by Frostrow during the year.
RELATIONSHIP WITH SERVICE PROVIDERS
Representatives of the Portfolio Manager and the AIFM
were in attendance at each Board meeting held during the
year. The Management Engagement Committee evaluated
the performance of all the Company’s service providers
as well as the terms and conditions on which they are
engaged. The Committee concluded that all the service
providers were performing satisfactorily and recommended
to the Board that they should be retained on the existing
terms conditions. Please refer to page 46 for further
information on the Committee’s assessment of the AIFM
and the Portfolio Manager.
EXERCISE OF VOTING POWERS
The Board and the AIFM have delegated authority to the
Portfolio Manager to vote the shares owned by the Company.
The Portfolio Manager has been instructed to submit votes
in respect of such shares wherever possible. The Portfolio
Manager may refer to the Board or the AIFM on any matters
of a contentious nature. The Board has reviewed OrbiMed’s
Voting Guidelines and is satisfied with their approach.
The Company does not retain voting rights on any shares
that are subject to rehypothecation in connection with the
loan facility provided by J.P. Morgan Securities LLC.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
CORPORATE GOVERNANCE CONTINUED
STEWARDSHIP AND ORBIMED’S RESPONSIBLE
INVESTING POLICY
The Board recognises that ESG issues can impact the
performance of investments. The Board has delegated authority
to OrbiMed to evaluate investee companies’ performance and
engage with their management teams on material ESG issues.
The Board receives reports from OrbiMed on their approach to
handling ESG-related issues at portfolio companies.
INDEPENDENT PROFESSIONAL ADVICE
The Directors have access to the advice and services of
a specialist investment trust company secretary, who
is responsible for advising the Board on all governance
matters. The Company Secretary ensures governance
procedures are followed and that the Company complies
with applicable statutory and regulatory requirements.
The Board has formalised arrangements under which
the Directors, in the furtherance of their duties, may seek
independent professional advice at the Company’s expense.
No such advice was sought during the year.
BOARD COMPOSITION, SUCCESSION AND
EVALUATION
SUCCESSION PLANNING
During the year, the Nominations Committee considered the
structure of the Board, recognising the need for progressive
refreshment. The Committee led the recruitment process
to find a new director to succeed Lord Willetts following his
retirement at the 2025 AGM.
The Board has an approved succession planning policy to
ensure that (i) there is a formal, rigorous and transparent
procedure for the appointment of new directors; and (ii) the
Board is comprised of members who collectively display the
necessary balance of professional skills, experience, length
of service and industry knowledge.
POLICY ON THE TENURE OF THE CHAIR AND
OTHER NON-EXECUTIVE DIRECTORS
The tenure of each independent, non-executive director,
including the Chair, is not ordinarily expected to exceed
nine years. It should be noted that, in practice, the date for
departure from the Board may be the date of the Annual
General Meeting following this anniversary. However, the
Board has agreed that the tenure of the Chair may be extended
for a limited time provided such an extension is conducive
to the Board’s overall orderly succession. The Board believes
that this more flexible approach to the tenure of the Chair is
appropriate in the context of the regulatory rules that apply to
investment companies, which ensure that the chair remains
independent after appointment, while being consistent with
the need for regular refreshment and diversity.
Notwithstanding this expectation, the Board considers that
a Director’s tenure does not necessarily reduce his or her
ability to act independently and will continue to assess
each Director’s independence annually, through a formal
performance evaluation.
APPOINTMENTS TO THE BOARD
The rules governing the appointment and replacement of
Directors are set out in the Company’s articles of association
and the aforementioned succession planning policy. Where
the Board appoints a new Director during the year, that
Director will stand for election by shareholders at the next
AGM. Subject to there being no conflict of interest, all Directors
are entitled to vote on candidates for appointment to the Board
and on the recommendation for shareholders’ approval for the
Directors seeking re-election at the AGM. When considering
new appointments, the Board endeavours to ensure that it
has the capabilities required to be effective and oversee the
Company’s strategic priorities. This will include an appropriate
range, balance and diversity of skills, experience and
knowledge. The Company is committed to ensuring that any
vacancies arising are filled by the most qualified candidates.
The Nominations Committee considers annually the skills
possessed by the Board and identifies any skill shortages
to be filled by new Directors. During the year, the Board
appointed Prof. Dame Jenny Harries as a non-executive
Director, following the retirement of Lord David Willetts
at the 2025 AGM. The Board engaged the services of a
specialist recruitment agency, Nurole, to assist with the
search process. Nurole sourced and prepared a diverse
long list of potential candidates for consideration by the
Nominations Committee. The Nominations Committee then
selected a short list of candidates to interview. Following
the interviews, a recommendation was made to the Board
that Prof. Harries be appointed as a Director. Nurole has no
other connection with the Company.
INDUCTION AND TRAINING
New appointees to the Board are provided with a full
induction programme. The programme covers the
Company’s investment strategy, policies and practices.
The Directors are also given key information on the
Company’s regulatory and statutory requirements as they
arise including information on the role of the Board, matters
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
reserved for its decision, the terms of reference of the
Board committees, the Company’s corporate governance
practices and procedures and the latest financial
information. It is the Chair’s responsibility to ensure that
the Directors have sufficient knowledge to fulfil their role
and Directors are encouraged to participate in training
courses where appropriate.
DIVERSITY POLICY
The Board supports the principle of Boardroom diversity,
of which gender and ethnicity are two important aspects.
The Company’s policy is that the Board and its committees
should be comprised of directors with a diverse range of
skills, knowledge and experience and that appointments
should be made on merit against objective criteria,
including diversity in its broadest sense.
The objective of the policy is to have a broad range of
approaches, backgrounds, skills, knowledge and experience
represented on the Board. To this end, achieving a diversity
of perspectives and backgrounds on the Board will be
a key consideration in any director search process. The
Board encourages any recruitment agencies it engages to
find a diverse range of candidates that meet the criteria
agreed for each appointment and, from the shortlist, aims
to ensure that a diverse range of candidates is brought
forward for interview.
The UK Listing Rules require companies to report against
the following diversity targets:
(a) At least 40% of individuals on the board are women;
(b) At least one of the senior board positions (Chair, CEO,
CFO or SID) is held by a woman; and
(c) At least one individual on the board is from a minority
ethnic background.
As an externally managed investment company, the
Company does not have the positions of CEO or CFO and
therefore, as permitted by the UK Listing Rules, it has not
reported against the second target as it is not applicable.
As shown in the tables below, the Company has met the first
and third targets.
In accordance with the UK Listing Rules, the Board has provided the following information in relation to its diversity as at the
yearend.
Number of
Board
Members
Percentage
of the Board
Number of
Senior
Positions on
the Board
Men 3 50%
Not applicable*Women 3 50%
Not specified/prefer not to say – –
Number of
Board
Members
Percentage
of the Board
Number of
Senior
Positions on
the Board
White British or other White (including minority–white groups) 5 83%
Not applicable*
Mixed/Multiple Ethnic Groups – –
Asian/Asian British 1 17%
Black/African/Caribbean/Black British – –
Other ethnic group – –
Not specified/ prefer not to say – –
*This column is inapplicable as the Company is externally managed and does not have executive management functions, specifically it does not have a CEO
or CFO. The Chair of the Board and the SID are both men. However, the Company considers that the chairs of the permanent sub-committees of the Board are
senior roles in an investment company context. Of the four permanent sub-committees of the Board, two are chaired by a woman: the Audit Committee and the
Valuation Committee.
The information above was obtained by asking the Directors to complete a multiple choice form with the options in the tables
set out above. The form asked the Directors to indicate how they should be categorised for the purposes of these disclosures.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
CORPORATE GOVERNANCE CONTINUED
BOARD EVALUATION
During the year an internal review of the Board, its
committees and individual Directors (including each
Director’s independence) was carried out in the form of
electronic performance evaluation questionnaires.
The review concluded that the Board worked in a collegiate,
efficient and effective manner, and there were no material
weaknesses or concerns identified. The Board is satisfied
that the structure, mix of skills and operation of the Board, its
committees, and individual Directors continue to be effective.
The Board pays close attention to the capacity of individual
Directors to carry out their work on behalf of the Company.
In recommending individual Directors to shareholders for
re-election, it considered their other Board positions and
their time commitments. The Board is satisfied that each
Director has the capacity to be fully engaged with the
Company’s business.
The Board has considered the position of all of the Directors
as part of the evaluation process, and believes that it would
be in the Company’s best interests to propose them for
election or re-election at the forthcoming AGM for the
following reasons:
Roger Yates was appointed to the Board on 1 December
2021. He was appointed as the Chair at the 2022 AGM.
He has extensive knowledge of the investment sector,
having held CIO positions at Morgan Grenfell and Invesco,
and having led Henderson Group as CEO for 10 years.
More recently, he has chaired and served on the boards of
numerous investment and asset management companies.
Geoff Hsu, who has been a Director since May 2018, is
a General Partner of OrbiMed, the Portfolio Manager. He
has been a part of the team that manages the Company’s
portfolio since OrbiMed’s appointment in 2005.
Dr Nicki Shepherd joined the Board in January 2021.
DrShepherd has been working in the biomedical sector
for 25 years across academia, large pharma and global
biomedical charities. She brings breadth of experience
across technology and therapeutic areas and the full
product development pipeline from 'bench to bedside'.
Hamish Baillie joined the Board in November 2023. He is
an experienced investment manager (having managed
Ruffer Investment Company Ltd for more than 10 years) and
non-executive director. He is the Senior Independent Director
and chairs the Management Engagement Committee.
Julie Tankard joined the Board during the year, in September
2024. She is a Fellow of the Chartered Institute of
Management Accountants and has extensive and varied
experience in finance. She is the Chair of the Audit and
Valuations Committee.
Prof. Dame Jenny Harries joined the Board in September
2025. She brings exceptional insight into biosecurity,
infectious disease and regulatory ecosystems, sharpening
the board’s assessment of scientific risk, policy alignment
and long-term demand drivers in biotech.
The Chair is pleased to report that following the internal
review the Directors’ performance continues to be effective
and they continue to demonstrate commitment to the role.
Accordingly, the Board recommends that shareholders
vote in favour of the Directors' election or re-election at the
forthcoming AGM.
REMUNERATION
The Directors’ Remuneration Report, beginning on page 57,
sets out the levels of remuneration for each Director and
explains how Directors’ remuneration is determined.
By order of the Board
Frostrow Capital LLP
Company Secretary
2 June 2026
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
REPORT OF THE DIRECTORS
The Directors present this Annual Report on the affairs
of the Company together with the audited financial
statements and the Independent Auditor’s Report for
the year ended 31 March 2026. Disclosures relating to
performance, future developments and risk management
can be found in the Strategic Report on pages 1 to 32.
COMPANY MANAGEMENT
ALTERNATIVE INVESTMENT FUND MANAGER
Frostrow, under the terms of its AIFM agreement with the
Company (the AIFM Agreement) provides, inter alia, the
following services:
• delegation (subject to the oversight of Frostrow and
the Board) of the portfolio management function to
OrbiMed;
• investment portfolio administration and valuation;
• risk management services;
• marketing and shareholder services;
• share price discount and premium management
services;
• administrative and secretarial services;
• advice and guidance in respect of corporate
governance requirements;
• maintenance of the Company’s accounting records;
• preparation and dispatch of annual and half yearly
reports and monthly fact sheets;
• ensuring compliance with applicable legal and
regulatory requirements; and
• maintenance of the Company’s website.
Under the terms of the AIFM Agreement, Frostrow is
entitled to receive a periodic fee equal to 0.30% per annum
on the Company’s market capitalisation up to £500m,
0.20% on market capitalisation above £500m to £1bn and
0.10% on market capitalisation over £1bn.
Either party may terminate the AIFM Agreement on not less
than 12 months’ notice.
PORTFOLIO MANAGER
OrbiMed, under the terms of its portfolio management
agreement with the AIFM and the Company (the Portfolio
Management Agreement) provides, inter alia, the following
services:
• the seeking out and evaluating of investment
opportunities;
• recommending the manner by which monies should be
invested, disinvested, retained or realised;
• advising on how rights conferred by the investments
should be exercised;
• analysing the performance of investments made; and
• advising the Company in relation to trends, market
movements and other matters which may affect the
investment objective and policy of the Company.
OrbiMed receives a periodic fee equal to 0.65% per annum
of the Company’s net asset value. The proportion of the
Company’s assets committed for investment in OrbiMed
Asia Partners L.P., alimited partnership managed by
OrbiMed Asia G.P., L.P., an affiliate of the Portfolio Manager,
is excluded from the fee calculation.
The Portfolio Management Agreement may be terminated
by the Company, Frostrow or the Portfolio Manager giving
notice of not less than 12 months.
PERFORMANCE FEE
The Portfolio Manager is entitled to the payment of a
performance fee which is dependent on the long-term
performance of the Company. The performance fee
is calculated by reference to the amount by which
the Company’s NAV has outperformed the NASDAQ
Biotechnology Index (total return, net of withholding tax,
sterling adjusted), the Company’s benchmark index.
The fee is calculated quarterly by comparing the cumulative
performance of the Company’s NAV with the cumulative
performance of the Benchmark since the commencement
of the performance fee arrangement on 30 June 2005. The
performance fee amounts to 15% of any outperformance
over the Benchmark. Provision is also made within the daily
NAV per share calculation as required and in accordance
with generally accepted accounting standards.
In order to ensure that only sustained outperformance
is rewarded, at each quarterly calculation date any
performance fee is based on the lower of:
(i) the cumulative outperformance of the NAV over the
Benchmark as at the quarter end date; and
(ii) the cumulative outperformance of the NAV over the
Benchmark as at the corresponding quarter end date in
the previous year.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
In addition, a performance fee only becomes payable to the
extent that the cumulative outperformance gives rise to a
total fee greater than the total of all performance fees paid
to date. No performance fees were paid during the year and
as at the date of this report, there is no provision for future
payments (see note 3 on page 78 for further details).
The proportion of the Company’s assets invested in
OrbiMed Asia Partners L.P. is excluded from the
performance fee calculation.
DEPOSITARY, CUSTODIAN AND PRIME BROKER
The Company has appointed J.P. Morgan Europe Limited
(theDepositary) as its depositary. Under the terms of
the Depositary Agreement, the Company has agreed to
pay theDepositary a fee calculated at 1.75 bps on net
assets up to £150 million, 1.50 bps on net assets between
£150million and £300 million, 1.00 bps on net assets
between £300million and £500 million and 0.50 bps on
netassets above £500 million.
The Depositary has delegated the custody and safekeeping
of the Company’s assets to J.P. Morgan Securities LLC
which acts as the Company’s Custodian and Prime Broker.
Under the terms of a Delegation Agreement, liability
for the loss of the Company’s financial instruments
held in custody by J.P. Morgan Securities LLC has been
transferred from the Depositary to J.P. Morgan Securities
LLC in accordance with the AIFMD. While the Depositary
Agreement prohibits the re-use of the Company’s assets
by the Depositary or the Custodian and Prime Broker
without the prior consent of the Company or Frostrow,
the Company has consented to the transfer and re-use
of its assets by the Custodian and Prime Broker (known
as rehypothecation) in accordance with the terms of an
institutional account agreement between the Company,
J.P. Morgan Securities LLC and certain other J.P. Morgan
entities (as defined therein). This activity is undertaken
in order to take advantage of lower financing costs on
the Company’s loan borrowings as well as lower custody
charges.
J.P. Morgan Securities LLC is a registered broker-dealer
and is accordingly subject to limits on rehypothecation, in
accordance with SEC rules. In the event of J.P. Morgan’s
insolvency, the Company may be unable to recover in full all
assets held by J.P. Morgan as collateral for the loan facility
or as Custodian (see note 15 beginning on page83 for
furtherdetails).
AIFM AND PORTFOLIO MANAGER
EVALUATION AND RE-APPOINTMENT
The performance of the AIFM and the Portfolio Manager
is reviewed by the Board with a formal evaluation being
undertaken by the Management Engagement Committee
(the MEC) each year. As part of this process, the Board
monitors the services provided by the AIFM and the
Portfolio Manager and receives regular reports and views
from them. The Board also receives comprehensive
performance measurement reports to enable it to
determine whether or not the performance objectives
set by the Board have been met. The MEC reviewed the
appointment of the AIFM and the Portfolio Manager in
February 2026 with a recommendation being made to
theBoard. Geoff Hsu is a General Partner of the Portfolio
Manager and so recused himself from the Board’s decision.
The Board believes the continuing appointment of the
AIFM and the Portfolio Manager is in the interests of
shareholders as a whole. In coming to this decision, the
Board took into consideration the following reasons:
– the quality and depth of experience allocated by the
Portfolio Manager to the management of the portfolio
and the level of performance over the long term, both in
absolute terms and relative to the Benchmark;
– the quality and depth of experience of the company
management, company secretarial, administrative
and marketing team that the AIFM allocates to the
management of the Company; and
– the terms of the AIFM and Portfolio Management
Agreements, in particular the level and method of
remuneration and the notice period, and the comparable
arrangements of a group of the Company's peers.
On the recommendation of the MEC, the Board resolved
that both the AIFM and the Portfolio Manager should
continue to be appointed on the same terms and
conditions set out above.
LOAN FACILITY
The Company’s borrowing requirements are met through
the utilisation of a loan facility, repayable on demand,
provided by J.P. Morgan Securities LLC. The potential draw
down of the Company’s loan facility with J.P. Morgan is
limited to 50% of the Company’s Marginable Securities*;
REPORT OF THE DIRECTORS CONTINUED
*See glossary beginning on page 93.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
however under the Company's investment policy, the
maximum amount of gearing permitted is 20% of net
assets (further details can be found in note 1 beginning on
page73 and note 15 beginning on page 83). The Company
was geared 3.3% at the year end.
SHARE CAPITAL
At 31 March 2026, there were 19,929,314 ordinary shares
of 25p each (shares) in issue (2025: 27,112,591). All
shares rank equally for dividends and distributions. Each
shareholder is entitled to one vote on a show of hands and,
on a poll, toone vote for every share held.
At the start of the year under review, the Directors had
shareholder authority to issue up to 3,288,719 shares on
a non-pre-emptive basis and, having utilised a proportion
of the authority granted at the 2024 AGM, to buy back up
to 3,399,019 shares in the market. At the Company’s AGM
held on 17 July 2025, these authorities expired and new
authorities to allot up to 2,536,836 shares (representing
10% of the Company’s issued share capital at the time) on
a non-pre-emptive basis and to buy back up to 3,802,717
shares (representing 14.99% of the Company’s issued
share capital at the time) were granted. After utilising the
majority of the buyback authority granted at the AGM, a
renewed authority to buy back up to 3,291,239 shares was
granted at a general meeting held on 12 November 2025.
No new shares were issued during the year. In total,
7,183,277 shares were repurchased during the year and
cancelled; there are no shares held in Treasury. Further
information on the Company’s share issuance and buyback
policies can be found on page 24.
The giving of powers to issue or buy back the Company’s
shares requires the relevant resolution to be passed by
shareholders. Proposals for the renewal of the Board’s
authorities to issue and buy back shares are detailed in the
Notice of AGM beginning on page 98.
There are no restrictions concerning the transfer of
securities in the Company; no special rights with regard
to control attached to the securities; no restrictions on
voting rights; no agreements between holders of securities
regarding their transfer known to the Company; and no
agreements which the Company is party to that might
affect its control following a successful takeover bid.
ANNUAL GENERAL MEETING
THE FOLLOWING INFORMATION TO BE CONSIDERED
AT THE FORTHCOMING ANNUAL GENERAL MEETING IS
IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.
If you are in any doubt about the action you should take,
you should seek advice from your stockbroker, bank
manager, solicitor, accountant or other financial adviser
authorised under the Financial Services and Markets
Act2000 (asamended). If you have sold or transferred all
of your ordinary shares in the Company, you should pass
this document, together with any other accompanying
documents, including the form of proxy, at once to the
purchaser or transferee, or to the Stock broker, bank or other
agent through whom the sale or transfer was effected, for
onward transmission to the purchaser or transferee.
The Company’s AGM will be held at the Barber-Surgeons'
Hall, Monkwell Square, Wood St, Barbican, London EC2Y
5BL on Thursday, 16 July 2026 at 12noon.
In particular, resolutions relating to the following items of
business will be proposed at the forthcoming AGM.
Resolution 11 Authority to allot shares
Resolution 12 Authority to disapply pre-emption rights
Resolution 13 Authority to buy back shares
Resolution 14 Authority to hold General Meetings (other
than the AGM) on at least 14 clear days’ notice
Resolution 15 To adopt new articles of association
The full text of the resolutions can be found in the Notice of
AGM on pages 98 to 100. Explanatory notes regarding the
resolutions can be found on pages 101 to 102.
DIRECTORS
DIRECTORS’ FEES
A report on Directors’ Remuneration and the Directors’
Remuneration Policy are set out on pages 57 to 61.
DIRECTORS’ & OFFICERS’ LIABILITY INSURANCE
COVER
Directors’ & Officers’ liability insurance cover was
maintained by the Board during the year ended
31March2026. It will continue in effect for the year ending
31 March 2027 and subsequent years.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ INDEMNITIES
As at the date of this report, indemnities are in force
between the Company and each of its Directors under
which the Company has agreed to indemnify each Director,
to the extent permitted by law, in respect of certain liabilities
incurred as a result of carrying out his/her role as a Director
of the Company. The Directors are also indemnified against
the costs of defending any criminal or civil proceedings
or any claim by the Company or a regulator as they are
incurred provided that where the defence is unsuccessful
the Director must repay those defence costs to the
Company. The indemnities are qualifying third party
indemnity provisions for the purposes of the Companies
Act 2006.
A copy of each deed of indemnity is available for inspection
at the Company’s registered office during normal business
hours and will be available for inspection at the Annual
General Meeting.
SUBSTANTIAL INTERESTS IN SHARE CAPITAL
As at 31 March 2026, the Company had been notified of
the following substantial interests in the Company's voting
rights.
Number of
shares held % held
Rathbones 2,061,139 5.0%
Brewin Dolphin 1,779,234 4.6%
This table reflects those shareholders who have notified the
Company of a substantial interest in its shares when they
have crossed certain thresholds and may not reflect their
current holding. The table does not reflect the full range
of investors in the Company. The shareholder register is
principally comprised of private wealth managers and retail
investors owning their shares through a variety of online
platforms. A profile of the Company’s ownership is shown
on page 92.
At the date of this report, there had been no other
substantial interests or changes to substantial interests
notified to the Company.
FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise its portfolio,
including derivative instruments, cash balances, debtors
and creditors that arise directly from its operations, such as
sales and purchases awaiting settlement, accrued income
and the loan facility. The financial risk management and
policies arising from its financial instruments are disclosed
in note 15 to the financial statements beginning on page 83.
RESULTS AND DIVIDEND
The results attributable to shareholders for the year and
the transfer from reserves are shown on pages 69 and 71.
Nodividend is proposed in respect of the year ended
31March 2026 (2025: nil).
ALTERNATIVE PERFORMANCE MEASURES
The financial statements (on pages 69 to 90) set out the
required statutory reporting measures of the Company’s
financial performance. In addition, the Board assesses
the Company’s performance against a range of criteria
which are viewed as particularly relevant for investment
trusts, which are summarised on page 1 and explained in
greater detail in the Strategic Report, under the heading ‘Key
Performance Indicators’ on pages 23 to 24. The Directors
believe that these measures enhance the comparability of
information between reporting periods and aid investors in
understanding the Company's performance.
The measures used for the year under review are consistent
with the prior year.
Definitions of the terms used and the basis of their
calculation are set out in the glossary beginning on page93.
AWARENESS AND DISCLOSURE OF RELEVANT
AUDIT INFORMATION
So far as each of the Directors is aware, there is no relevant
audit information (as defined in the Companies Act) of
which the Company’s auditors are unaware.
Each of the Directors has taken all the steps that he or she
ought to have taken as a Director in order to make himself or
herself aware of any relevant audit information (as defined)
and to establish that the Company’s auditors are aware of
that information.
The above confirmation is given and should be interpreted
in accordance with the provision of Section 418(2) of the
Companies Act 2006.
REPORT OF THE DIRECTORS CONTINUED
GOVERNANCE
49
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
POLITICAL AND CHARITABLE DONATIONS
The Company has not made in the past and does
not intend in the future to make political or charitable
donations.
MODERN SLAVERY ACT 2015
The Company does not provide goods or services in the
normal course of business, and as a financial investment
vehicle, does not have customers. Therefore, the Directors
do not consider that the Company is required to make a
statement under the Modern Slavery Act 2015 in relation to
slavery or human trafficking. The Company’s suppliers are
typically professional advisers and the Company’s supply
chains are considered to be low risk in this regard.
ANTI-BRIBERY AND CORRUPTION POLICY
The Board has a zero-tolerance approach to instances of
bribery and corruption. Accordingly, it expressly prohibits
any Director or associated persons, when acting on behalf
of the Company, from accepting, soliciting, paying, offering
or promising to pay or authorise any payment, public or
private, in the United Kingdom or abroad to secure any
improper benefit for themselves or for the Company.
A copy of the Company’s anti-bribery and corruption policy
can be found on its website at www.biotechgt.com. The
policy is reviewed annually by the Audit Committee.
CRIMINAL FINANCES ACT 2017
The Board has a zero-tolerance approach to the criminal
facilitation of tax evasion. A copy of the Company’s policy
on preventing the facilitation of tax evasion can be found
on the Company’s website www.biotechgt.com. The policy
is reviewed annually by the Audit Committee.
GLOBAL GREENHOUSE GAS EMISSIONS
The Company is an investment trust, with neither
employees nor premises, nor has it any financial or
operational control of the assets it owns. It has no
greenhouse gas emissions to report from its operations,
nor does it have responsibility for any other emissions
producing sources under the Companies Act 2006
(Strategic Reports and Directors’ Reports) Regulations
2013 or the Companies (Directors’ Report) and Limited
Liability Partnerships (Energy and Carbon Report)
Regulations 2018, including those within the Company’s
underlying investment portfolio. The Company consumed
less than 40,000 kWh of energy during the year and
therefore is exempt from the disclosures required under the
Streamlined Energy and Carbon Reporting criteria.
COMMON REPORTING STANDARD (CRS)
CRS is a global standard for the automatic exchange
of information commissioned by the Organisation for
Economic Cooperation and Development and incorporated
into UK law by the International Tax Compliance
Regulations 2015. CRS requires the Company to provide
certain additional details to HMRC in relation to certain
shareholders. The Registrars, MUFG Corporate Markets,
have been engaged to collate such information and file the
reports with HMRC on behalf of the Company.
CORPORATE GOVERNANCE
The Corporate Governance Report set out on pages 36
to44 forms part of the Report of the Directors.
NOMINEE SHARE CODE
Where shares are held in a nominee company name and
where the beneficial owner of the shares is unable to vote
in person, the Company nevertheless undertakes:
• to provide the nominee company with multiple copies of
shareholder communications, so long as an indication of
quantities has been provided in advance; and
• to allow investors holding shares through a nominee
company to attend general meetings, provided the
correct authority from the nominee company is
available.
Nominee companies are encouraged to provide the
necessary authority to underlying shareholders to attend
the Company’s general meetings.
BENEFICIAL OWNERS OF SHARES –
INFORMATION RIGHTS
Beneficial owners of shares who have been nominated by
the registered holder of those shares to receive information
rights under section 146 of the Companies Act 2006 are
required to direct all communications to the registered
holder of their shares rather than to the Company’s registrar,
MUFG Corporate Markets, or to the Company directly.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
SECURITIES FINANCIAL TRANSACTIONS
REGULATION (SFTR) DISCLOSURE
Securities financing transactions (SFTs) include repurchase
transactions, securities or commodities lending and
securities or commodities borrowing, buy-sell back
transactions or sell-buy back transactions and margin
lending transactions. Whilst the Company does not engage
in such SFTs it does engage in Total Return Swaps (TRS).
At the year end, the Company did not hold any TRS.
The Company’s exposure to TRS can be found on the
Company’s website www.biotechgt.com.
UK SANCTIONS
The Board has made due diligence enquiries of the service
providers that process the Company's shareholder data,
toensure the Company's compliance with the UK sanctions
regime. The relevant service providers have confirmed
that they check the Company's shareholder data against
the UK sanctions list on a daily basis. At the date of this
report, no sanctioned individuals had been identified on
the Company's shareholder register. The Board notes that
stockbrokers and execution-only platforms also carry out
their own due diligence.
ARTICLES OF ASSOCIATION
Amendment of the Company’s Articles of Association
requires a special resolution to be passed by shareholders.
The Company is proposing to adopt new articles of
association at the AGM in July. The sole change proposed
is the inclusion of a new article which will provide a
mechanism to ensure continuity of governance in the
unlikely event that the number of directors falls below
the minimum required. Further details are set out in the
explanatory notes to the resolutions, on page 101.
By order of the Board
Frostrow Capital LLP
Company Secretary
2 June 2026
REPORT OF THE DIRECTORS CONTINUED
GOVERNANCE
51
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law, the
Directors have elected to prepare the financial statements
in accordance with UK-adopted international accounting
standards. Under company law, the Directors must not
approve the financial statements unless they are satisfied
that they give a true and fair view of the state of affairs of
the Company and of the profit or loss for the Company for
that period.
In preparing these financial statements, the Directors are
required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether they have been prepared in accordance
with UK-adopted international accounting standards,
subject to any material departures disclosed and
explained in the financial statements;
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business; and
• prepare a directors’ report, a strategic report and
directors’ remuneration report which comply with the
requirements of the Companies Act 2006.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Company’s transactions and disclose with reasonable
accuracy at any time the financial position of the Company
and enable them to ensure that the financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are responsible for ensuring that the Annual
Report and financial statements, taken as a whole, are fair,
balanced, and understandable and provide the information
necessary for shareholders to assess the Company's
position, performance, business model and strategy.
WEBSITE PUBLICATION
The D irectors are responsible for ensuring the Annual Report
and the fi nancial s tatements are made available on a website.
Financial s tatements are published on the Company’s
website in accordance with legislation in the United
Kingdom governing the preparation and dissemination of
financial statements, which may vary from legislation in
other jurisdictions. The maintenance and integrity of the
Company’s website is the responsibility of the D irectors.
The D irectors’ responsibility also extends to the ongoing
integrity of the financial statements contained therein.
RESPONSIBILITY STATEMENT OF THE
DIRECTORS IN RESPECT OF THE ANNUAL
REPORT
We confirm that to the best of our knowledge:
• the financial statements have been prepared in
accordance with the applicable set of accounting
standards and give a true and fair view of the assets,
liabilities, financial position and the return of the
Company for the year ended 31March 2026; and
• the Annual Report includes a fair review of the
development and performance of the business and
the financial position of the Company, together with a
description of the principal risks and uncertainties that
they face.
The Directors consider the Annual Report, taken as a
whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the
Company’s position and performance, business model and
strategy.
On behalf of the Board
Roger Yates
Chair
2 June 2026
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
AUDIT COMMITTEE REPORT
COMPOSITION AND MEETINGS
The Audit Committee (the Committee) comprises all of
the independent Directors, except the Chair of the Board,
whose biographies can be found on pages 34 to 35. Julie
Tankard was appointed Chair of the Committee in July 2025.
The Board recognises the requirement for the Committee
as a whole to have competence relevant to the sector in
which the Company operates. The Committee members
have a combination of financial, investment and business
experience which is relevant to both the biotechnology and
investment trust sectors.
The Committee met three times during the year. Attendance
by each Director is shown in the table on page 41.
Role and Responsibilities of the Committee:
1. To review the Company’s half-yearly and annual
financial statements.
2. To advise the Board on whether the Annual Report,
taken as a whole, is fair, balanced and understandable.
3. To review the risk management and internal control
processes of the Company and its key service
providers.
4. To assess the effectiveness of the external audit
as well as the independence and objectivity of the
Auditor.
5. To be responsible for the selection/tender process for
the external Auditor, to agree the scope of the external
Auditor's work and set their remuneration.
6. To review and approve any non-audit work to be
carried out by the Auditor.
7. To consider the need for an internal audit function.
8. To assess the going concern and longer-term viability
of the Company.
9. To report its findings to the Board.
A comprehensive description of the Committee’s role,
itsduties and responsibilities, can be found in its terms of
reference which are available for review on the Company’s
website at www.biotechgt.com.
SIGNIFICANT ISSUES CONSIDERED BY THE
COMMITTEE DURING THE YEAR
FINANCIAL STATEMENTS
The production of the Annual Report (including the external
audit) is a thorough process involving input from a number
of different organisations. In order to confirm that the
Annual Report is fair, balanced and understandable, the
Board has requested that the Committee advise on whether
it considers these criteria have been satisfied. Aspart of
this process, the Committee has considered:
• the procedures followed in the production of the Annual
Report, including the processes in place to ensure the
accuracy of the factual content;
• the extensive levels of review that were undertaken in
the production process by the AIFM and the Committee;
and
• the internal control environment as operated by the
Portfolio Manager, AIFM and other service providers.
As a result of the work undertaken by the Committee, it
has confirmed that the Annual Report for the year ended
31 March 2026, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Company’s financial position,
performance, business model and strategy. The Committee
has confirmed this to the Board.
VALUATION AND OWNERSHIP OF INVESTMENTS
The Committee approached and dealt with this area of risk by:
• seeking confirmation from the AIFM that all investment
holdings (and cash/deposit balances) had been agreed
to an independent confirmation from the Custodian and
Prime Broker. In addition, the Committee reviewed details
of the internal control procedures in place at the Portfolio
Manager, the AIFM and the Custodian and Prime Broker
and also received regular reports from the Depositary
(whose role it is to safeguard the Company’s assets and
to verify their valuation);
• reconfirming its understanding of the processes in
place to record investment transactions and income,
and to value the portfolio;
• reviewing and amending, where necessary, the
Company’s register of key risks in light of changes to
the portfolio and the investment environment; and
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
• gaining an overall understanding of the performance of
the portfolio both in capital and revenue terms through
comparison to the Benchmark.
Valuation of Unquoted Investments
The Company has the ability to make unquoted
investments up to a limit of 10% of the portfolio at the
time of acquisition. Both the Directors and the AIFM need
to ensure that an appropriate value is placed on such
investments within the Company’s published net asset
value. The Committee has worked with the Portfolio
Manager and the AIFM to establish clear guidelines for
the valuation of unquoted investments, including the use
of valuations produced by independent external valuers,
where appropriate.
The Valuation Committee reviews the valuations and
valuation methodologies employed in respect of the unquoted
assets. The Valuation Committee also considers whether the
third-party valuer has followed appropriate standards and
established valuation procedures, taking into account the
views of the Company's external auditor.
Valuations are adjusted both during regular valuation cycles
(currently a three month rolling cycle) and, if necessary, on
an ad hoc basis in response to material events such as a
significant change in fundamentals or a takeover approach.
This process ensures that the private companies in the
portfolio are valued in both a fair and timely manner. Any ad
hoc changes are reflected in the next day's published NAV,
which is announced to the stock exchange.
The Audit Committee reviewed the minutes of the Valuation
Committee meetings held after the year end and the half
year end and noted the recommendations it had made to
theBoard.
RECOGNITION OF REVENUE FROM INVESTMENTS
The Committee took steps to gain an understanding
of the processes in place to record investment income
and transactions. The Committee sought and received
confirmation from the AIFM that all dividends both received
and receivable had been accounted for correctly. The
Committee noted and took comfort from the segregation
of duties in place between the AIFM and the Custodian and
Prime Broker.
OTHER REPORTING MATTERS
AUDIT REGULATION
The Committee has not had to consider any new audit
regulations in the past year. It has, however, taken note
of reporting guidance and thematic reviews published by
the FRC and determined how to apply any relevant best
practice to the Company’s reporting.
The Committee also reviews the outcomes of the FRC’s
annual Audit Quality Reviews and discusses the findings
with the Auditor.
MATERIAL CONTROLS
With effect for accounting periods beginning on or after
1January 2026, listed investment companies will need to
comply with the updated provision 34 of the AIC Code of
Corporate Governance, which deals with Board monitoring
of controls. The provision mirrors updates made to the UK
Corporate Governance Code.
During the year, the Committee took steps to ensure the
Board would be able to address the new requirements
by revisiting the Company’s risk landscape and internal
controls environment and reflecting on its appropriateness,
applicability and relevance.
INVESTMENT TRUST STATUS
The Committee sought and received confirmation from
Frostrow that the Company continues to comply with
Section 1158 of the Corporation Tax Act 2010, so that its
status as an investment trust is maintained.
CALCULATION OF AIFM, PORTFOLIO
MANAGEMENT AND PERFORMANCE FEES
The AIFM, portfolio management and performance fees
are calculated in accordance with the AIFM and Portfolio
Management Agreements. Both the Committee and the
Auditor review and agree the calculation of any performance
fee that becomes payable, however no performance fees
became payable during the year underreview.
INVESTMENT PERFORMANCE
The Committee gained an overall understanding of the
performance of the investment portfolio, both in capital
and revenue terms, through ongoing discussions with the
Portfolio Manager and also with comparison to suitable key
performance indicators.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
ACCOUNTING POLICIES
During the year, the Committee ensured that the
accounting policies, as set out on pages 73 to 90, were
applied consistently throughout the year. In light of there
being no unusual transactions during the year or other
possible reasons, the Committee agreed that there was no
reason to change the policies.
GOING CONCERN
Having reviewed the Company’s financial position and
liabilities, the Committee is satisfied that it is appropriate
for the Board to prepare the financial statements on the
going concern basis. The Committee’s review of the
Company’s financial position included consideration of
the cash and cash equivalent position of the Company;
the diversification of the portfolio; and an analysis of
portfolio liquidity, which estimated a liquidation of c.96.4%
of the portfolio within seven trading days (based on current
market volumes). Stress testing was also conducted as
described below. Further information is provided in the
Strategic Report on pages 28 and 29.
VIABILITY STATEMENT
The Committee considered the longer-term viability of the
Company in connection with the Board’s statement in the
Strategic Report on page 29. The Committee reviewed
the Company’s financial position (including its cash flows
and liquidity position), the principal risks and uncertainties
and the results of stress tests. The tests assumed falls in
the Company's NAV and reductions in the liquidity of the
portfolio and then examined the effect this would have on
the Company's expenses and the Company's ability to meet
its liabilities as they fell due.
In even the most stressed scenario, the Company was
shown to have sufficient cash, or to be able to liquidate a
sufficient portion of its listed holdings, in order to be able to
meet its liabilities as they fall due. Based on the information
available to the Directors at the time, the Committee
concluded it was reasonable for the Board to expect that the
Company will be able to continue in operation and meet its
liabilities as they fall due over the next five financial years.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board and the Committee monitored the Company’s
risk management and internal control framework
throughout the year, as described on pages 37 and 38.
The Committee concluded that there were no significant
control weaknesses or other issues that were required to
be brought to the attention of the Board; there were no
changes to the Company's risk management processes
during the year and no significant failings or weaknesses in
the internal controls framework were identified.
Accordingly, the Committee is satisfied that appropriate
systems have been in place for the year under review.
HALF YEAR REPORT AND FINANCIAL
STATEMENTS
The Committee reviewed the Half Year Report and
financial statements, which are not audited or reviewed
by the Auditor, to ensure that the accounting policies
were consistent with those used in the annual financial
statements and that the report met the requirements of the
FCA’s Disclosure Guidance and Transparency Rules.
INTERNAL AUDIT
The Committee considered whether there was a need for
the Company to have an internal audit function. As the
Company delegates its day-to-day operations to third
parties and has no employees, the Committee concluded
that there was no such need.
DEPOSITARY
During the year, the Committee reviewed reports from the
Depositary on their regulatory oversight and due diligence
duties. Nothing material was brought to the attention of
the Committee; no breaches or pricing errors were reported
during the year.
EXTERNAL AUDITOR
APPOINTMENT AND TENURE
BDO LLP (BDO) was the Auditor for the financial year and
this was their seventh audit of the Company.
Gary Fensom was the audit partner for the financial
year under review and this was his second audit of the
Company.
AUDIT COMMITTEE REPORT CONTINUED
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
THE AUDIT
The Committee reviewed BDO's audit plan on 12 November
2025. The review considered, inter alia, the scope of the
audit, the level of materiality, the audit risks identified by
BDO, the Auditor’s approach to testing the portfolio, and
pertinent regulatory developments. No modifications were
required to the audit approach. The Committee met with
BDO on 11 May 2026 to discuss the progress of the audit
and the draft Annual Report. The Committee then met BDO
on 19 May 2026 to review formally the outcome of the
audit.
The Auditor was provided with an opportunity to meet with
the Committee without the AIFM or the Portfolio Manager
being present. No concerns were raised by the Auditor or
the Committee in relation to the service provided by the
AIFM or the Portfolio Manager. There were no material or
significant adverse matters brought to the Committee's
attention in respect of the 2026 audit, which should be
brought to shareholders' attention.
INDEPENDENCE AND EFFECTIVENESS:
The Committee evaluated the independence of the Auditor
and the effectiveness of the external audit. In order to fulfil
this responsibility, the Committee reviewed:
– the senior audit personnel in the audit plan for the year,
in order to ensure that there were sufficient, suitably
experienced staff with knowledge of the investment
trust sector working on the audit;
– the steps the Auditor takes to ensure its independence
and objectivity including their arrangements concerning
any conflicts of interest;
– the extent of any non-audit services provided by the
Auditor during the year;
– the statement by the Auditor that they remain
independent within the meaning of the regulations and
their professional standards;
– the audit quality review results published by the FRC
and BDO’s response to the findings;
– the Auditor’s fulfilment of the agreed audit plan,
including their ability to communicate with
management and to resolve any issues promptly and
satisfactorily;
– the presentation of the audit findings including, in
particular, the Auditor’s commentary on the Company’s
system of internal controls and the audit partner’s
response to questions from the Committee; and
– feedback from BDO and Frostrow as the AIFM and
Company Secretary on their working relationship.
The Committee is satisfied with the Auditor's independence
and the effectiveness of the audit process.
REMUNERATION
The Committee approved a fee of £54,325 for the audit for
the year ended 31 March 2026, including disbursements
(2025: £51,760).
NON-AUDIT SERVICES
BDO did not undertake any non-audit services during the
year (2025: none).
Pursuant to the Company's non-audit services policy, the
provision of any non-audit services by the Auditor must be
approved by the Audit Committee. A copy of the Company's
non-audit services policy can be found on the Company's
website: www.biotechgt.com
AUDITOR’S REAPPOINTMENT
BDO have indicated their willingness to continue to act as
Auditor for the forthcoming year and a resolution for their
re-appointment will be proposed at the Annual General
Meeting.
As a public company listed on the London Stock Exchange,
the Company is subject to mandatory auditor rotation
requirements. Based on these requirements, another
tender process will be conducted no later than 2029, for
the year ending 31 March 2030. The Committee assesses
annually whether an earlier audit tender would be in
shareholders’ interests, taking into account audit quality,
auditor independence and value for money. The Committee
has concluded that an earlier tender is not warranted at
this time; we are satisfied that the auditor’s independence,
objectivity and effectiveness have been maintained and
that the continuity provided by the incumbent auditor and
its strong understanding of the Company’s operations
support an effective and efficient audit process.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
PERFORMANCE EVALUATION
The Committee’s performance over the past year was
reviewed as part of the annual Board performance review.
The internal review considered the composition of the
Committee and the efficacy of Committee meetings, as
well as assessing the Committee’s role in monitoring
and overseeing the Company’s financial reporting and
accounting, risk management and internal controls,
compliance with corporate governance regulations and the
assessment of the external audit.
I am pleased to confirm that the evaluation result was
positive and no matters of concern or requirements for
change were identified.
Julie Tankard
Chair of the Audit Committee
2 June 2026
AUDIT COMMITTEE REPORT CONTINUED
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ REMUNERATION REPORT
The Directors’ Remuneration Report is subject to an annual advisory shareholder vote and therefore an ordinary resolution
for the approval of this report will be put to shareholders at the Company’s forthcoming AGM.
The law requires the Auditor to audit certain disclosures provided in this report. Where disclosures have been audited,
they are indicated as such and the Auditor’s opinion is included in their report to shareholders beginning on page 62.
TheRemuneration Policy on page 61 forms part of this report.
As the Company has only non-executive directors, and therefore relatively simple remuneration arrangements, the Board has
not established a separate remuneration committee. Instead, the independent Directors on the Board consider the framework
for the Directors’ remuneration on an annual basis. The independent Directors review the ongoing appropriateness of the
Company’s remuneration policy and the remuneration of individual Directors by reference to the activities of the Company and
in comparison with other companies of a similar structure and size. None of the Directors votes on the proposal regarding their
own remuneration.
The simple fee structure reflects the non-executive nature of the Board, which itself reflects the Company’s business model
as an externally managed investment trust. Accordingly, statutory reporting requirements relating to executive directors’ and
employees’ pay do not apply.
No communications have been received from shareholders regarding Directors’ remuneration.
During the year, it was agreed to apply a modest inflationary increase to the Directors' fee rates for the year ending 31March
2027, asreflected in the table below. A marginally higher increase was applied to the fee paid to the Chair of the Audit
Committee as it was noted that it was out of line with the equivalent fees paid by the Company's peers.
The table below shows the level of fees paid to Directors according to their role on the Board and the percentage increase
from the prior year:
Forecasted
Year Ending
31 March
2027
Fee Level
(per annum)
Year Ending
31 March
2026
Fee Level
(per annum)
Year Ending
31 March
2025
Fee Level
(per annum)
Year Ending
31 March
2024
Fee Level
(per annum)
Year Ending
31 March
2023
Fee Level
(per annum)
Year Ended
31 March
2022
Fee Level
(per annum)
Chair of the Board £46,200 £44,000 £44,000 £42,000 £40,000 £40,000
+5.0% – +4.8% +5.0% – +8.1%
Chair of the Audit
Committee
£37,500 £35,000 £35,000 £33,600 £32,000 £30,000
+7.1% – +4.2% +5.0% 6.7% +5.3%
Chair of the Management
Engagement Committee
£34,650 £33,000 £33,000 £31,500 £30,000 £30,000
+5.0% – +4.8% +5.0% – +5.3%
Director £31,500 £30,000 £30,000 £28,875 £27,500 £27,500
+5.0% – +3.9% +5.0% – +5.8%
The percentage changes shown in the table above reflect the changes in the gross annual fee agreed for each role. Where a Director was appointed or retired
during the year, a pro rata fee would have been paid. The amounts shown do not include taxable expenses paid to any of the Directors. The role of 'Director'
means any Director who does not chair the Board or a Board committee.
The Board believes these levels of remuneration reflect both the time commitment and the level of responsibility of each role.
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ REMUNERATION REPORT CONTINUED
DIRECTORS’ REMUNERATION FOR THE YEAR (AUDITED)
The Directors who served in the year received the following remuneration:
Year ended 31 March 2026 Year ended 31 March 2025
Date of
Appointment
to the Board
Fees
£
Taxable
Benefits+
£
Total
£
Fees
£
Taxable
Benefits+
£
Total
£
Roger Yates 1 December 2021 44,000 – 44,000 44,000 – 44,000
Julie Tankard 3 September 2024 33,679 463 34,142 17,385 – 17,385
Hamish Baillie 1 November 2023 33,000 4,577 37,577 32,258 2,418 34,676
Dr Nicki Shepherd 18 January 2021 30,000 – 30,000 30,000 – 30,000
Professor Dame Jenny Harries 16 September 2025 16,269 – 16,269
Julia Le Blan
1
12 July 2016 10,500 – 10,500 35,000 – 35,000
Lord Willetts
2
11 November 2015 9,000 – 9,000 30,000 – 30,000
Steve Bates
3
8 July 2015 – – – 10,027 – 10,027
176,448 5,040 181,488 198,670 2,418 201,088
The amounts shown in the table above exclude any employers’ national insurance contributions, if applicable.
+ Taxable benefits primarily comprise travel and associated expenses incurred by the Directors in attending Board and Committee meetings in London. Any
amounts shown would be subject to tax and National Insurance as a benefit in kind.
1 Julia Le Blan retired from the Board on 17 July 2025.
2 Lord Willets retired from the Board on 17 July 2025.
3 Steve Bates retired from the Board on 18 July 2024.
Geoff Hsu joined the Board on 16 May 2018. Mr Hsu has waived his Director’s fee as he is a General Partner at OrbiMed, the
Portfolio Manager, which is party to the Portfolio Management Agreement and receives fees as described on page 45.
The Directors are entitled to be reimbursed for reasonable expenses incurred by them in connection with the performance of
their duties and attendance at Board and General Meetings.
In certain circumstances, under HMRC rules, travel and other out of pocket expenses reimbursed to the Directors may be
considered as taxable benefits. Where expenses are classed as taxable under HMRC guidance they would be shown in the
Taxable Benefits column of the table above.
RELATIVE COST OF DIRECTORS’ REMUNERATION
To enable shareholders to assess the relative cost of Directors’ remuneration, the table below shows the amount spent on
Directors’ fees compared with AIFM and portfolio management fees and the Company’s other expenses, and the amount
spent on share buybacks during the year.
2026
£’000
2025
£’000
Difference
£’000
Fees payable to non-executive Directors 181 201 (20)
AIFM, portfolio management fees and other re-occurring expenses 3,070 3,643 (573)
Repurchase of Company’s own shares for cancellation 69,538 57,440 12,098
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ REMUNERATION REPORT
At the Annual General Meeting held in July 2025, the results in respect of the non-binding resolution to approve the Directors’
Remuneration Report were as follows:
Percentage of
votes cast
For
Percentage of
votes cast
Against
Number of
votes
withheld
99.37% 0.63% 692,985
LOSS OF OFFICE
Directors do not have service contracts with the Company but are engaged under letters of appointment. These specifically
exclude any entitlement to compensation upon leaving office for whatever reason.
SHARE PRICE TOTAL RETURN
The chart below compares the Company’s share price total return with the NASDAQ Biotechnology Index (total return, net
of withholding tax, sterling adjusted), which the Board has adopted as the principal comparator for both the Company’s
performance and that of the Portfolio Manager.
SHAREHOLDER TOTAL RETURN FOR TEN YEARS TO 31 MARCH 2026
Benchmark (+135.0%)Company Share Price (+115.4%)
Rebased to 100 as at 31 March 2016
Source: Bloomberg
Mar 25 Mar 26Mar 24Mar 23Mar 22Mar 21Mar 20Mar 19Mar 18Mar 17Mar 16
60
80
100
120
140
160
180
200
220
240
260
280
300
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ INTERESTS IN SHARES (AUDITED)
The table below shows the interests in the Company’s share capital of the Directors serving at the year end. There were no
changes in the Directors’ interests from the year end to the date of this report.
Number of shares held as at
31 March
2026
31 March
2025
Roger Yates (Chair) 25,000
15,000
Hamish Baillie 7,200
7,200
Geoff Hsu nil
nil
Dr Nicki Shepherd 3,500
3,000
Julie Tankard 1,391
1,022
Prof. Dame Jenny Harries nil
nil
None of the Directors was granted or exercised rights over shares during the year. The Directors are not required to own
shares in the Company.
Roger Yates
Chair
2 June 2026
DIRECTORS’ REMUNERATION REPORT CONTINUED
GOVERNANCE
61
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS’ REMUNERATION POLICY
DIRECTORS’ REMUNERATION POLICY
The Board’s policy is that fees payable to the Directors should reflect the time spent by the Board on the Company’s affairs
and the responsibilities borne by the Directors. Remuneration should be sufficient to enable candidates of a high calibre to be
recruited. Directors are remunerated in the form of fees payable monthly in arrears, paid to the Director personally. There are
no long-term incentive schemes, bonuses, share option schemes or pension arrangements and the fees are not specifically
related to the Directors’ performance, either individually or collectively. The Company does not have any employees.
None of the Directors has a service contract. The terms of their appointment provide that Directors shall retire and be subject
to election at the first Annual General Meeting after their appointment and to re-election annually thereafter. The terms also
provide that a Director may be removed without notice and that compensation will not be due on leaving office.
The fees for the Directors are determined within the limits set out in the Company’s Articles of Association. The present
aggregate limit is £350,000 per annum.
The Directors’ Remuneration Policy is subject to a binding shareholder vote every three years. It was last approved at the
AGM held in 2023 and it is therefore recommended to shareholders for approval at the forthcoming AGM (please refer to the
Notice of AGM beginning on page 98 for further information). Of the votes cast at the 2023 AGM, 99.54% were in favour and
0.46% were against.
This policy is reviewed annually and it is intended that it will continue for the year ending 31 March 2027 and for subsequent
financial years.
GOVERNANCE
62
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF
THE BIOTECH GROWTH TRUST PLC
REPORT ON THE AUDIT OF THE FINANCIAL
STATEMENTS
OPINION
In our opinion the financial statements:
• give a true and fair view of the state of the Company’s
affairs as at 31 March 2026 and of its profit and cash
flows for the year then ended;
• have been properly prepared in accordance with UK
adopted international accounting standards and
• have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of The Biotech
Growth Trust PLC (the ‘Company’) for the year ended
31March 2026 which comprise the Income Statement, the
Statement of Financial Position, the Statement of Changes
in Equity, the Statement of Cash Flows and notes to the
financial statements, including material accounting policy
information. The financial reporting framework that has
been applied in their preparation is applicable law and UK
adopted international accounting standards.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We believe
that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Independence
We remain independent of the Company in accordance with
the ethical requirements that are relevant to our audit of the
financial statements in the UK, including the FRC’s Ethical
Standard as applied to listed public interest entities, and we
have fulfilled our other ethical responsibilities in accordance
with these requirements. The non-audit services prohibited
by the FRC’s Ethical Standard were not provided to the
Company and we remain independent of the Company in
conducting our audit.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded
that the Directors’ use of the going concern basis of
accounting in the preparation of the financial statements
is appropriate. Our evaluation of the Directors’ assessment
of the Company’s ability to continue to adopt the going
concern basis of accounting included:
• Evaluating the appropriateness of the Directors’ method
of assessing the going concern in light of economic and
market conditions by reviewing the information used by
the Directors in completing their assessment;
• Evaluating the sensitivity analysis applied by the
Directors in their going concern assessment including
the impact of a significant reduction in the fair value of
investments;
• Assessing the appropriateness of the Directors’
assumptions and judgements made in their base case
and stress tested forecasts including consideration of
the available cash and liquid assets relative to forecast
expenditure and other commitments;
• Challenging the Directors’ assumptions and judgements
made in their forecasts including performing an
independent analysis of the liquidity of the portfolio; and
• Reviewing the disclosures in the financial statements
relating to going concern to assess whether they are
consistent with the Company’s circumstances.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Company’s ability to continue as a
going concern for a period of at least twelve months from
when the financial statements are authorised for issue.
However, because not all future events or conditions can
be predicted, this statement is not a guarantee as to the
Company’s ability to continue as a going concern.
In relation to the Company’s reporting on how it has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt the
going concern basis of accounting in preparing the financial
statements.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
OVERVIEW
20262026 20252025
Key audit matters Valuation and ownership of quoted investments
3 3
Materiality Company financial statements as a whole
£2,810,000 (2025: £2,210,000) based on 1% (2025: 1%) of Net assets
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our audit was scoped by obtaining an understanding of the Company and its environment, the applicable financial reporting
framework and the system of internal control. We identified and assessed the risks of material misstatement of the financial
statements. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risk
of material misstatement to the financial statements. We continually assessed risks throughout our audit, revising the risks
where necessary, with the aim of reducing the risk of material misstatement to an acceptable level, to provide a basis for our
opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit, and directing the efforts of the engagement team. This matter was addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on this matter.
Key audit matter How the scope of our audit responded to the risk
Valuation and ownership of quoted Level 1 investments
Refer to “Note 1(B) – Investments” within Accounting Policies and “Note 8 – Investments” for further details.
The investment portfolio at the year-end predominantly
comprised of quoted Level 1 investments held at fair
value through profit or loss.
We considered the valuation and ownership of quoted
Level 1 investments to be a significant audit area, as
investments represent the most significant balance in the
financial statements and underpin the principal activity of
the Company.
With respect to valuation, while we do not consider the
valuation of quoted Level 1 investments to involve a
significant degree of estimation or judgement, there is a
risk that the prices used for the quoted investments held
by the Company may not reflect their fair value at the
year end.
Additionally, in relation to ownership and recording,
there is a risk of error in the recording of quoted Level 1
investment holdings, which could result in the incorrect
recognition of investments held by the Company.
For these reasons, and due to the materiality of the
balance in the context of the financial statements as a
whole, we consider this to be a key audit matter.
We responded to this matter by testing the valuation and ownership
of 100% of the quoted Level 1 investments by performing the
following procedures:
• Checked that the year-end bid price has been used by agreeing
it to externally quoted prices;
• Recalculated the valuation by multiplying the number of shares
held (as per the statement independently obtained from the
custodian), by the price per share;
• Assessed whether there were any contra indicators, such as
liquidity considerations, that could suggest the bid price was
not the most appropriate measure of fair value by considering
the realisation period for individual holdings; and
• Obtained direct confirmation of the number of shares held from
the custodian.
Key observations:
Based on our procedures performed we did not identify any
matters to suggest that the valuation or ownership of the quoted
Level 1 investments were not appropriate.
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
OUR APPLICATION OF MATERIALITY
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.
We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic
decisions of reasonable users that are taken on the basis of the financial statements.
In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower
materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these
levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and
the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole and performance
materiality as follows:
Company financial statements
2026 2025
Materiality £2,810,000 £2,210,000
Basis for determining materiality 1% of Net assets
Rationale for the benchmark applied As an investment trust, the net asset value is the key measure of performance for
users of the financial statements.
Performance materiality £2,107,500 £1,657,500
Basis for determining
performance materiality
75% of materiality
Rationale for the percentage applied
for performance materiality
The level of performance materiality applied was set after having considered
a number of factors including the expected total value of known and likely
misstatements and the level of transactions in the year.
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £140,500
(2025: £110,500). We also agreed to report differences below this threshold that, in our view, warranted reporting on
qualitative grounds.
OTHER INFORMATION
The Directors are responsible for the other information. The other information comprises the information included in the
Annual Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements
does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of
the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements
themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact.
We have nothing to report in this regard.
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE BIOTECH GROWTH TRUST PLC CONTINUED
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
CORPORATE GOVERNANCE STATEMENT
The UK Listing Rules sourcebook requires us to review the Directors’ statement in relation to going concern, longer-term
viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of
the UK Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.
Going concern and longer-term viability
• The Directors' statement with regards to the appropriateness of adopting the going concern basis of accounting and any
material uncertainties identified set out on pages 28 to 29;
• The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and
why the period is appropriate set out on pages 28 to 29; and
• The Directors’ statement on whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities set out on pages 28 to 29.
Other Code provisions
• Directors' statement on fair, balanced and understandable set out on page 51;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 24;
• The section of the annual report that describes the review of effectiveness of risk management and internal control
systems set out on pages 38 to 39; and
• The section describing the work of the audit committee set out on pages 52 to 56.
OTHER COMPANIES ACT 2006 REPORTING
Based on the responsibilities described below and our work performed during the course of the audit, we are required by the
Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic report and Directors’ report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit,
we have not identified material misstatements in the Strategic report or the Directors’ report.
Directors’ remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with
the Companies Act 2006.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• the Company financial statements and the part of the Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the Directors determine is necessary to
enable the preparation of financial statements that are free
from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Company’s ability to continue
as a going concern, disclosing, as applicable, matters related
to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate
the Company or to cease operations, or have no realistic
alternative but to do so.
AUDITOR’S RESPONSIBILITIES FOR THE AUDIT
OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these
financial statements.
However, the primary responsibility for the prevention and
detection of fraud rests with both Those Charged with
Governance of the Company and management.
Extent to which the audit was capable of detecting
irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect
material misstatements in respect of irregularities, including
fraud. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Company and the industry in
which it operates;
• Discussion with the Alternative Investment Fund
Manager and Those Charged with Governance; and
• Obtaining an understanding of the Company’s policies
and procedures regarding compliance with laws and
regulations.
We considered the significant laws and regulations to be
Companies Act 2006, the FCA’s UK Listing and Disclosure
Guidance and Transparency Rules, the principles of the
AIC Code of Corporate Governance, industry practice
represented by the AIC SORP, the applicable accounting
framework, and qualification as an Investment Trust under
UK tax legislation as any non-compliance of this would lead
to the Company losing various deductions and exemptions
from corporation tax.
Our procedures in respect of the above included:
• Agreement of the financial statement disclosures to
underlying supporting documentation;
• Enquiries of management and Those Charged with
Governance relating to the existence of any non-
compliance with laws and regulations;
• Reviewing minutes of meetings of Those Charged with
Governance throughout the period for instances of non-
compliance with laws and regulations; and
• Reviewing the calculation in relation to Investment Trust
compliance to check that the Company was meeting its
requirements to retain their Investment Trust Status.
Fraud
We assessed the susceptibility of the financial statements
to material misstatement including fraud
Our risk assessment procedures included:
• Enquiry with the Alternative Investment Fund Manager
and Those Charged with Governance regarding any
known or suspected instances of fraud;
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF THE BIOTECH GROWTH TRUST PLC CONTINUED
GOVERNANCE
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
• Review of minutes of meetings of Those Charged with
Governance for any known or suspected instances of
fraud; and
• Discussion amongst the engagement team as to
how and where fraud might occur in the financial
statements.
Based on our risk assessment, we considered the area
most susceptible to fraud to be management override of
controls.
Our procedures in respect of the above included:
• Performed a review of estimates and judgements
applied by the Directors in the financial statements to
assess their appropriateness and the existence of any
systematic bias;
• Considered the opportunity and incentive to manipulate
accounting entries and assessed the appropriateness
of any post-closing adjustments made in the period end
financial reporting process;
• Reviewed for significant transactions outside the
normal course of business; and
• Performed a review of unadjusted audit differences, if
any, for indications of bias or deliberate misstatement.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members who were all deemed to have appropriate
competence and capabilities, and remained alert to any
indications of fraud or non-compliance with laws and
regulations throughout the audit.
Our audit procedures were designed to respond to risks
of material misstatement in the financial statements,
recognising that the risk of not detecting a material
misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may
involve deliberate concealment by, for example, forgery,
misrepresentations or through collusion. There are inherent
limitations in the audit procedures performed and the
further removed non-compliance with laws and regulations
is from the events and transactions reflected in the financial
statements, the less likely we are to become aware of it.
A further description of our responsibilities is available
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
OTHER MATTERS WHICH WE ARE REQUIRED
TO ADDRESS
We were appointed by Board of Directors on 20 February
2020 to audit the financial statements for the period
ended 31 March 2020. Our total uninterrupted period of
engagement is seven years, covering the periods ended
31March 2020 to 31 March 2026.
Our audit opinion is consistent with the additional report to
the Audit Committee.
USE OF OUR REPORT
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility
to anyone other than the Company and the Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
In due course, as required by the Financial Conduct
Authority Disclosure Guidance and Transparency Rule
4.1.15R - 4.1.18R, these financial statements will form part
of the Electronic Format Annual Financial Report filed on
the National Storage Mechanism of the FCA in accordance
with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report
provides no assurance over whether the Electronic Format
Annual Financial Report has been prepared in compliance
with DTR 4.1.15R – DTR 4.1.18R.
Gary Fensom (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London UK
2 June 2026
BDO LLP is a limited liability partnership registered in
England and Wales (with registered number OC305127).
FINANCIAL
STATEMENTS
IN THIS SECTION
Income Statement 69
Statement of Financial Position 70
Statement of Changes in Equity 71
Statement of Cash Flows 72
Notes to the Financial Statements 73
FINANCIAL STATEMENTS
68
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
FINANCIAL STATEMENTS
69
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
Notes
Revenue
£’000
2026
Capital
£’000
Total
£’000
Revenue
£’000
2025
Capital
£’000
Total
£’000
Income 2 426 – 426 1,111 – 1,111
Gains/(losses) on investments held at fair
value through profit or loss
8 – 134,590 134,590 – (77,090) (77,090)
Foreign exchange losses – (461) (461) – (1,553) (1,553)
AIFM and Portfolio management fees 3 (121) (2,293)
(2,414)
(143) (2,729) (2,872)
Other expenses 4 (656) (59) (715) (771) (16) (787)
(Loss)/profit before finance costs and taxation (351) 131,777
131,426
197 (81,388) (81,191)
Finance costs 5 (57) (1,082) (1,139) (66) (1,259) (1,325)
(Loss)/profit before taxation (408)
130,695
130,287 131 (82,647) (82,516)
Taxation 6 (32) – (32) (145) – (145)
(Loss)/profit for the year
(440)
130,695
130,255
(14) (82,647) (82,661)
Basic and diluted earnings/(loss) per share 7
(1.9)p 559.9p 558.0p
0.0p (262.3)p (262.3)p
The Company does not have any income or expenses which are not included in the (loss)/profit for the year. Accordingly the “(loss)/profit
for the year” is also the “total comprehensive (loss)/profit for the year”, as defined in IAS 1 (revised) and no separate Statement of Other
Comprehensive Income has been presented.
The “Total” column of this statement represents the Company’s Income Statement, prepared in accordance with UK-adopted International
Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards
The “Revenue” and “Capital” columns are supplementary to this and are prepared under guidance published by the Association of
Investment Companies.
The accompanying notes from page 73 to page 90 are an integral part of this statement.
FINANCIAL STATEMENTS
70
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
Notes
2026
£’000
2025
£’000
Non current assets
Investments held at fair value through profit or loss 8, 9 291,183 218,159
291,183 218,159
Current assets
Other receivables 10 11,063 17
Cash and cash equivalents
11
– 8,453
11,063 8,470
Total assets 302,246 226,629
Current liabilities
Other payables 12 8,004 5,423
Loan facility 12,319 –
20,323 5,423
Net assets 281,923 221,206
Equity attributable to equity holders
Ordinary share capital 13 4,982 6,778
Special reserve* 97,330 –
Share premium account* – 79,951
Capital redemption reserve* 1,069 16,652
Capital reserve 18 179,961 118,804
Revenue reserve (1,419) (979)
Total equity 281,923 221,206
Net asset value per share 14 1,414.6p 815.9p
* On 19 August 2025 the sums standing to the credit of the Company’s share premium account and the capital redemption reserve were cancelled and converted
to a newly-created special reserve.
The financial statements on pages 69 to 90 were approved by the Board on 2 June 2026 and were signed on its behalf by:
Roger Yates
Chair
The accompanying notes from page 73 to page 90 are an integral part of this statement.
The Biotech Growth Trust PLC – Company Registration Number 03376377 (Registered in England and Wales)
FINANCIAL STATEMENTS
71
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2026
Notes
Ordinary
Share
capital
£’000
Special
reserve*
£’000
Share
premium
account*
£’000
Capital
redemption
reserve*
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
At 1 April 2025
6,778 – 79,951 16,652 118,804 (979) 221,206
Net profit/(loss) for the year
– – – – 130,695 (440) 130,255
Repurchase of own shares
for cancellation
(1,796) – – 1,796 (69,538) – (69,538)
Transfer of share premium
account and
capital redemption reserve
– 97,330 (79,951) (17,379) – – –
At 31 March 2026 13, 14
4,982 97,330 – 1,069 179,961 (1,419) 281,923
* On 19 August 2025, the sums standing to the credit of the Company’s share premium account and the capital redemption reserve were cancelled and
converted to a newly-created special reserve.
FOR THE YEAR ENDED 31 MARCH 2025
Notes
Ordinary
Share
capital
£’000
Special
reserve*
£’000
Share
premium
account
£’000
Capital
redemption
reserve
£’000
Capital
reserve
£’000
Revenue
reserve
£’000
Total
£’000
At 1 April 2024
8,371 – 79,951 15,059 258,891 (965) 361,307
Net loss for the year
– – – – (82,647) (14) (82,661)
Repurchase of own shares
for cancellation
(1,593) – – 1,593
(57,440) –
(57,440)
At 31 March 2025 13, 14
6,778 – 79,951 16,652 118,804 (979) 221,206
The accompanying notes from page 73 to page 90 are an integral part of this statement.
See note 17 on page 90 for details of the amounts of reserves available for distribution.
FINANCIAL STATEMENTS
72
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2026
Notes
2026
£’000
2025
£’000
Operating activities
Profit/(loss) before taxation* 130,287 (82,516)
Finance costs 1,139 1,325
(Gains)/losses on investments held at fair value through profit or loss 8 (136,730) 75,033
Foreign exchange losses 461 1,553
(Increase)/decrease in other receivables (47) 10
Increase/(decrease) in other payables 86 (347)
Taxation paid 6 (32) (145)
Net cash outflow from operating activities (4,836) (5,087)
Investing activities
Purchases of investments (551,687) (429,202)
Sales of investments 611,225 545,050
Net cash inflow from investing activities 59,538 115,848
Financing activities
Repurchase of own shares for cancellation (73,874) (54,483)
Finance costs – interest paid (1,139) (1,325)
Drawdown/(repayment) of the loan facility 11,934 (48,484)
Net cash outflow from financing activities (63,079) (104,292)
Net (decrease)/increase in cash and cash equivalents (8,377) 6,469
Cash and cash equivalents at start of year 8,453 2,131
Effect of movement in foreign exchange rates on cash and cash equivalents (76) (147)
Cash and cash equivalents at end of year† 11 – 8,453
* Includes dividends received during the year of £290,000 (2025: £964,000) and deposit interest of £91,000 (2025: £147,000).
† Collateral cash held at Goldman Sachs £nil (2025: £1,553,000) and cash held in a liquidity fund £nil (2025: £6,913,000).
CHANGES IN NET DEBT ARISING FROM FINANCING ACTIVITIES
2026
£’000
2025
£’000
Balance as at 1 April – 47,078
Drawdown/(repayment) of the loan facility 11,934 (48,484)
Foreign exchange losses 385 1,406
Loan facility balance at 31 March 12,319 –
The accompanying notes from page 73 to page 90 are an integral part of this statement.
FINANCIAL STATEMENTS
73
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICIES
(A) BASIS OF PREPARATION
The financial statements of the Company have been prepared in accordance with UK-adopted International Accounting
Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.
The material accounting policies adopted are set out below.
The financial statements have been prepared under the historical cost convention, except for the measurement at fair value of
investments and derivatives. Where presentational guidance is set out in the Statement of Recommended Practice (the SORP)
for Investment Trust Companies and Venture Capital Trusts produced by the Association of Investment Companies (AIC) issued
in July 2022, the Directors have sought to prepare the financial statements on a basis compliant with the recommendations of
the SORP provided that the SORP does not conflict with the requirements of IFRS.
The Company’s financial statements are presented in sterling and all values are rounded to the nearest thousand pounds
(£’000) except when otherwise indicated.
Going concern
The Directors are required to make an assessment of the Company’s ability to continue as a going concern and have concluded
that the Company has adequate resources to continue in operational existence until at least 2 June 2027, being 12 months from
the date these financial statements were approved.
In making this assessment, the Directors have considered a wide variety of emerging and current risks to the Company, as well
as the mitigation strategies that are in place. The Board has also reviewed stress-testing and scenario analyses prepared by
the AIFM. The stress tests and scenario analyses considered the effect of various downturns, based on historic bear markets,
on the asset value and expenses of the Company. The tests modelled the impact of decreases of up to 50% on the value of the
investment portfolio.
These tests are carried out as an arithmetic exercise, which can apply equally to any set of circumstances in which asset value
and income are significantly impaired. It was concluded that even in an extreme downside scenario, the Company would be able to
continue to meet its liabilities as they fell due. Whilst the economic future is uncertain, the opinion of the Directors is that there is no
foreseeable downside scenario that would threaten the Company’s ability to continue to meet its liabilities as they falldue.
Based on the information available to the Directors at the time of this report, including the results of the stress tests and scenario
analyses, and having taken account of the liquidity of the investment portfolio, the Company’s cash flow and borrowing position,
the Directors are satisfied that the Company has adequate financial resources to continue in operation until at least 2 June 2027,
being 12 months from the date of signing these financial statements and that, accordingly, it is appropriate to adopt the going
concernbasis.
Judgements and key sources of estimation and uncertainty
The preparation of the financial statements requires the Directors to make judgements, estimates and assumptions that
affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported
for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ
from those estimates. In the process of applying the Company’s accounting policies, the Directors have made the following
estimates which are immaterial in relation to the unquoted investments, in the current year:
Fair value of the unquoted investments and warrant holdings estimate
The Board has established a Valuation Committee to review the valuations and the valuation methodologies of the
Company’s unquoted investments and the warrant holdings. The Board has approved the valuations of the unquoted
investments and the warrants on the recommendation of the Valuation Committee.
The unquoted investment in OrbiMed Asia Partners L.P. has been valued using the Net Asset Value presented in the
Statement of Partner’s Capital Activity as at 31 December 2025, as permitted under the IPEV guidelines. The Statement of
Partner’s Capital Activity as at 31 March 2026 was received in May 2026 and was not materially different from the valuation
at 31 December 2025. The Consolidated Financial Statements of the partnership for the year ended 31 December 2025 were
audited by KPMG LLP (New Jersey Headquarters) and were approved on 27 March 2026.
FINANCIAL STATEMENTS
74
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1. ACCOUNTING POLICIES continued
The investment in New Horizon Health is classed as unquoted due to the company being delisted from the Hong Kong Stock
Exchange on 27 October 2025. The company subsequently entered into liquidation and the investment is valued at £nil at the
year end.
The investment in Gracell Biotechnologies contingent value rights (CVR) has also been valued by Kroll. Gracell’s CVRs have
been valued using the probability-weighted expected return method (PWERM), discounted for the lack of marketability.
In addition the Company holds six warrant positions in the following companies, C4 Therapeutics (2 positions), Cybin Inc,
Immunic Therapeutics and Milestone Pharmaceuticals (2 positions). These warrants have been valued using the Black Scholes
model, which calculates an estimate of fair value for each warrant based on certain inputs such as spot price of the underlying
equity, strike price, volatilities, the risk-free interest rate and dividend yield. The most judgemental inputs are the volatility,
which the Company uses Kroll, an independent valuer, to provide and time to expiration (for certain warrants where there is
an optionality on expiration date), which is based on management information provided by OrbiMed. Additional information
regarding the sensitivity of the fair value estimates of warrants held at year end has been provided in Note 15 on page 89.
(B) INVESTMENTS
Investments consist of quoted investments, unquoted investments and derivatives and are recognised and de-recognised on
the trade date.
As the Company’s business is investing in financial assets with a view to profiting from their total return in the form of
dividends or increases in fair value, investments are classified as fair value through profit or loss (FVTPL) and are initially
recognised at fair value. The Company manages and evaluates the performance of these investments on a fair value basis
in accordance with its investment strategy, and information about the investments is provided internally on this basis to the
Board.
Investments classified at fair value through profit or loss, which are quoted investments, are measured at subsequent reporting
dates at fair value which is either the bid or the last trade price, depending on the convention of the exchange on which it is quoted.
In respect of unquoted investments, or where the market for a financial instrument is not active, fair value is established by
using valuation techniques which may include using the PWERM, reference to the current fair value of another instrument
that is substantially the same, discounted cash flow analysis and option pricing models, in line with IPEV guidelines. Where
there is a valuation technique commonly used by market participants to price the instrument and that technique has been
demonstrated to provide reliable estimates of prices obtained in actual market transactions, that technique is utilised.
Transfers between levels of fair value hierarchy are deemed to have occurred at the date of the event or change in
circumstances that caused the transfer.
Gains and losses on disposal and fair value changes are also recognised in the Income Statement.
(C) PRESENTATION OF INCOME STATEMENT
In order to better reflect the activities of an investment trust company, and in accordance with guidance issued by the AIC,
supplementary information which analyses the Income Statement between items of a revenue and capital nature has been
presented alongside the Income Statement. Net revenue is the measure the Directors believe appropriate in assessing the
Company’s compliance with certain requirements set out in section 1158 of the Corporation Tax Act 2010. The requirements
are to distribute net revenue but only so far as there are positive revenue reserves.
(D) INVESTMENT INCOME
Dividends receivable on equity shares are recognised on the ex-dividend date. Where no ex-dividend date is quoted,
dividends are recognised when the Company’s right to receive payment is established. Foreign dividends are grossed up at
the appropriate rate of withholding tax, with the withholding tax recognised in the taxation charge.
Dividends from investments in unquoted shares and securities are also recognised when the Company’s right to receive
payment is established.
Income from fixed interest securities is recognised on a time appointment basis so as to reflect the effective interest rate.
In deciding whether a dividend should be regarded as a capital or revenue receipt, the Company reviews all relevant information
as to the reasons for and sources of the dividend on a case by case basis depending upon the nature of the receipt.
Special dividends of a revenue nature are recognised through the revenue column of the Income Statement. Special
dividends of a capital nature are recognised through the capital column of the Income Statement.
FINANCIAL STATEMENTS
75
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
1. ACCOUNTING POLICIES continued
(E) EXPENSES AND FINANCE COSTS
All expenses are accounted for on an accruals basis. Expenses are charged through the Income Statement as follows:
• transaction costs on the acquisition or disposal of an investment are charged to the capital column of the Income Statement;
• expenses are charged to the capital column of the Income Statement where a connection with the maintenance or
enhancement of the value of the investment can be demonstrated, and accordingly:
• during the year, AIFM and Portfolio Management fees are charged 95% to the capital column of the Income Statement as the
Directors expect that in the long term virtually all of the Company’s returns will come from capital;
• during the year, loan interest is charged 95% to the capital column of the Income Statement as the Directors expect that in
the long term virtually all of the Company’s returns will come from capital.
• performance fees are charged 100% to the capital column of the Income Statement. Performance fees are recognised as
a liability of the Company when they crystallise and become due for payment. Details of the performance fee are set out on
pages 45 and 46; and
• all other expenses are charged to revenue column of the Income Statement.
(F) TAXATION
In line with the recommendations of the SORP, the allocation method used to calculate tax relief on expenses presented
against capital returns in the supplementary information in the Income Statement is the “marginal basis”. Under this basis,
if taxable income is capable of being offset entirely by expenses presented in the revenue column of the Income Statement,
then no tax relief is transferred to the capital column.
Investment trusts which have approval under Section 1158 Corporation Tax Act 2010 are not liable for taxation on capital
gains.
Current tax is provided at the amounts expected to be paid or recovered.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is
accounted for using the Balance Sheet liability method. Deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available
against which deductible temporary differences can be utilised.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is
realised. Deferred tax is charged or credited in the Income Statement, except when it relates to items charged or credited
directly to equity, or Other Comprehensive Income (OCI), in which case the deferred tax is also dealt with in equity or OCI
respectively.
(G) FUNCTIONAL AND PRESENTATION CURRENCY
The financial information is shown in sterling, being the Company’s presentation currency. In arriving at the functional
currency the Directors have considered the following:
(i) the primary economic environment of the Company;
(ii) the currency in which the original capital was raised;
(iii) the currency in which distributions would be made;
(iv) the currency in which performance is evaluated; and
(v) the currency in which the capital would be returned to shareholders on a break up basis.
The Directors have also considered the currency to which the underlying investments are exposed and liquidity is managed.
The Directors are of the opinion that sterling best represents the functional currency.
FINANCIAL STATEMENTS
76
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1. ACCOUNTING POLICIES continued
(H) RESERVES
Ordinary share capital
• represents the nominal value of the issued share capital.
Special reserve
This reserve was created upon the cancellation of the Share Premium Account on 19 August 2025; it is distributable and is
used to fund any repurchases of the Company’s own shares.
Share premium account
• represents the surplus of net proceeds received from the issue of new shares over the nominal value of such shares.
TheShare premium account is non-distributable.
Capital redemption reserve
• a transfer will be made to this reserve on cancellation of the Company’s own shares purchased, equal to the nominal
value of the shares. This reserve is non-distributable.
Capital reserves
The following are credited or charged to the capital column of the Income Statement and then transferred to the Capital Reserve:
• gains or losses on disposal of investments;
• exchange differences of a capital nature;
• expenses allocated to this reserve in accordance with the above policies;
• increases and decreases in the valuation of investments held at year-end; and
• shares which have been bought back by the Company for cancellation.
Realised Capital Reserves, including the unrealised gains/losses from investments readily convertible to cash, are
distributable by way of a dividend.
Revenue reserve
• reflects all income and expenditure recognised in the revenue column of the Income Statement. Amounts standing to the
credit of the Revenue Reserve are distributable by way of dividend.
(I) OPERATING SEGMENTS
IFRS 8 requires entities to define operating segments and segment performance in the financial statements based on
information used by the Board of Directors. The Directors are of the opinion that the Company is engaged in a single
segment of business, being the investment business. The results published in this report therefore correspond to this sole
operating segment.
(J) FINANCIAL INSTRUMENTS INCLUDING DERIVATIVE FINANCIAL INSTRUMENTS
Financial assets and financial liabilities are recognised on the Statement of Financial Position when the Company becomes a party
to the contractual provisions of the instrument. Financial assets are derecognised when the Company’s contractual right to the
cash flows from the asset expires or substantially all the risks and rewards of ownership are transferred. Financial liabilities are
derecognised when the contractual obligation is discharged, with gains and losses recognised in the income statement.
The Company uses derivative financial instruments, namely equity swaps and warrants. All derivative instruments are valued
initially, and at subsequent reporting dates, at fair value in the Statement of Financial Position, with changes in fair value
recognised in the Income Statement. The Company holds derivatives for investing purposes.
The equity swaps are accounted for as non-current assets or current liabilities.
FINANCIAL STATEMENTS
77
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
1. ACCOUNTING POLICIES continued
(K) CASH AND CASH EQUIVALENTS
Cash and cash equivalents are defined as cash in hand, demand deposits and short-term deposits with a maturity of threemonths
or less, highly liquid investments readily convertible to known amounts of cash and subject to insignificant risk of changes in value.
(L) ADOPTION OF NEW AND REVISED STANDARDS
Standards and amendments to existing standards effective 1 April 2025
The Company has applied the following standards and amendments for the first time for its annual reporting period
commencing 1 April 2025:
• IAS 21 – Lack of exchangeability. The IASB issued amendments to IAS 21 The Effects of Changes in Foreign Exchange
Rates to specify how an entity should assess whether a currency is exchangeable and how it should determine a spot
exchange rate when exchangeability is lacking. The amendments also require disclosure of information that enables
users of its financial statements to understand how the currency not being exchangeable into the other currency affects,
or is expected to affect, the entity’s financial performance, financial position and cash flows.
This amendment did not have any impact on the amounts recognised in either current or prior years.
New standards, amendments and interpretations effective after 1 April 2026 which have not been
earlyadopted
The below new amendment and interpretations will become effective for annual periods beginning after 1 April 2026:
• IFRS 9 and IFRS 7 – Classification and measurement of financial instruments (effective 1 January 2026).
The amendments address the following:
• The classification of financial assets.
• Provide guidance on the assessment of whether contractual cash flows are consistent with a basic lending
arrangement. It is primarily to address stakeholder concerns on the classification of financial assets with
environmental, social and corporate governance (ESG) and similar features.
• Financial assets with non-recourse features: Clarify for a financial asset has non-recourse features if an entity’s
ultimate right to receive cash flows is contractually limited to the cash flows generated by specified assets.
• Contractually linked instruments: Clarify the characteristics of contractually linked instruments and some
transactions that may contain multiple debt instruments and appear to have the characteristics of contractually
linked instruments are in fact lending arrangements structured to provide enhanced credit protection to the creditor.
• Derecognition of liabilities settled through electronic payment systems:
When settling a financial liability in cash using an electronic payment system, it is permitted that an entity to deem the
financial liability to be discharged before the settlement date if it meets certain specified criteria.
• Disclosures:
Amend IFRS 7 Financial Instruments: Disclosures to introduce disclosure requirements related to investments in
equity instruments designated at fair value through other comprehensive income and contractual terms that could
change the amount of contractual cash flows.
• Contracts Referencing Nature-dependent Electricity: – Amendments to IFRS and IFRS7 (effective 1 January 2026).
The amendments include the following:
– Explanation of the meaning of “contracts referencing nature-dependent electricity.
– Clarification of the “own-use” requirements in IFRS 9 with respect to contracts referencing nature-dependent
electricity.
FINANCIAL STATEMENTS
78
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
1. ACCOUNTING POLICIES continued
Annual improvements to IFRS Accounting Standards – Volume 11 (effective 1 January 2026)
These annual improvements are part of the International Accounting Standards Board’s (IASB) routine maintenance process
to clarify wording and correct minor inconsistencies without fundamentally changing accounting principles.
• IFRS 18 – Presentation and disclosure in financial statements (effective 1 January 2027). The IASB issued IFRS 18, which
replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements for presentation within the
statement of profit or loss, including specified totals and subtotals. Furthermore, entities are required to classify all income
and expenses within the statement of profit or loss into one of five categories: operating, investing, financing, income taxes
and discontinued operations, whereof the first three are new. It also requires disclosure of newly defined management-
defined performance measures, subtotals of income and expenses, and includes new requirements for aggregation and
disaggregation of financial information based on the identified ‘roles’ of the primary financial statements and the notes.
• IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective 1 January 2027).
• provides reduced disclosure requirements;
• that apply full IFRS recognition and measurement rules; and
• for eligible subsidiaries.
The above amendments are not expected to have a material effect on the financial statements of the Company, with the
exception of IFRS 18, but the Board will continue to assess the impact.
2. INCOME
2026
£’000
2025
£’000
Investment income
Overseas dividend income
290 964
Other income
Deposit interest 136 147
Total income 426 1,111
3. AIFM AND PORTFOLIO MANAGEMENT FEES
Revenue
£’000
Capital
£’000
2026
Total
£’000
Revenue
£’000
Capital
£’000
2025
Total
£’000
AIFM fee – Frostrow Capital LLP
36 681 717 43 820 863
Portfolio management fee – OrbiMed Capital LLC
85 1,612 1,697 100 1,909 2,009
121 2,293 2,414 143 2,729 2,872
During the financial year ended 31 March 2026, in accordance with the performance fee arrangements in place, no
performance fee was earned (2025: nil).
As at 31 March 2026, no performance fees were accrued or payable (31 March 2025: £nil).
Further details of the AIFM fee, portfolio management fee and the performance fee basis can be found in the Report of the
Directors on pages 45 and 46.
FINANCIAL STATEMENTS
79
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
4. OTHER EXPENSES
2026
Total
£’000
2025
Total
£’000
Directors’ emoluments
181 201
Fees payable to the Company’s auditor for the audit of the Company’s financial statements
54 52
Registrar fees
53 45
Depositary fees
43 52
Marketing and PR costs
84 86
Legal and professional fees^ 28 32
Broker fees 43 63
Listing fees
18 35
Printing costs
35 30
Other costs
117 175
Total expenses charged to Revenue
656 771
Professional fees charged to Capital*
59 16
Total expenses
715 787
^ Includes quarterly valuation fees in relation to the valuation of the unquoted investments.
* Professional fees in respect of acquisition of unquoted and pre-IPO investments and legal costs in relation to the cancellation of the Share Premium Account.
Details of the amounts paid to Directors are included in the Directors’ Remuneration Report on pages 57 to 60.
5. FINANCE COSTS
Revenue
£’000
Capital
£’000
2026
Total
£’000
Revenue
£’000
Capital
£’000
2025
Total
£’000
Loan facility interest
57 1,082 1,139 66 1,259 1,325
57 1,082 1,139 66 1,259 1,325
FINANCIAL STATEMENTS
80
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
6. TAXATION
(A) FACTORS AFFECTING TOTAL TAX CHARGE FOR YEAR
Approved investment trusts are exempt from tax on capital gains made within the company.
The tax assessed for the year is lower than the standard rate of corporation tax in the UK of 25% (2025: 25%). The differences
are explained below:
Revenue
£’000
Capital
£’000
2026
Total
£’000
Revenue
£’000
Capital
£’000
2025
Total
£’000
Net (loss)/profit before taxation (408) 130,695 130,287 131 (82,647) (82,516)
Corporation tax at 25% (2025: 25%) (102) 32,674 32,572 33 (20,662) (20,629)
Effects of:
Non-taxable (gain)/loss on investments – (33,532) (33,532) – 19,661 19,661
Non-taxable overseas dividends (72) – (72) (241) – (241)
Overseas tax suffered 32 – 32 145 – 145
Excess expenses unused 174 858 1,032 208 1,001 1,209
Total taxation for the year
(see note 6(b))
32 – 32 145 – 145
(B) ANALYSIS OF CHARGE IN THE YEAR:
Revenue
£’000
Capital
£’000
2026
Total
£’000
Revenue
£’000
Capital
£’000
2025
Total
£’000
Overseas tax suffered
32 – 32 145 – 145
Total taxation for the year
32 – 32 145 – 145
(C) PROVISION FOR DEFERRED TAX
No provision for deferred taxation has been made in the current or prior year.
The Company has not provided for deferred tax on capital profit or losses arising on the revaluation or disposal of
investments, as it is exempt from tax on these items because of its status as an investment trust company.
At 31 March 2026, the Company had unutilised management expenses and other losses of £97,312,000 (2025: £93,248,000)
that are available to offset future taxable revenue.
A deferred tax asset of £24,328,000 (25% tax rate) (2025: £23,312,000 (25% tax rate)) arising as a result of these excess
management expenses and other losses has not been recognised because the Company is not expected to generate
sufficient taxable income in future periods in excess of the available deductible expenses. Given the composition of the
Company’s portfolio, it is not likely that this asset will be used in the foreseeable future and therefore no asset has been
recognised in the financial statements.
FINANCIAL STATEMENTS
81
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
7. BASIC AND DILUTED EARNINGS/(LOSS) PER SHARE
Revenue
pence
Capital
pence
2026
Total
pence
Revenue
pence
Capital
pence
2025
Total
pence
Earnings/(loss) per share
(1.9)p
559.9p 558.0
p 0.0p
(262.3)p
(262.3)p
The total profit per share of 558.0p (2025: loss of 262.3p) is based on the total profit attributable to equity shareholders of
£130,255,000 (2025: loss of £82,661,000).
The revenue loss per share 1.9p (2025: loss of 0.0p) is based on the revenue loss attributable to equity shareholders of
£440,000 (2025: loss of £14,000). The capital gain per share of 559.9p (2025: loss of 262.3p) is based on the capital profit
attributable to equity shareholders of £130,695,000 (2025: loss of £82,647,000).
The total profit per share is based on the weighted average number of shares in issue during the year of 23,341,371 (2025:
31,514,115).
There are no dilutive instruments issued by the Company (2025: none).
8. INVESTMENTS
As at 31 March 2026, all investments with the exception of the unquoted investments and derivatives have been classified as
level 1. The unquoted investments have been classified as level 3. See note 15 beginning on page 83 for further details.
2026 2025
Quoted
Investments
£’000
Unquoted
£’000
Derivative*
Financial
Instruments
£’000
Total
£’000
Quoted
Investments
£’000
Unquoted
£’000
Derivative
Financial
Instruments
£’000
Total
£’000
Opening book cost
292,352 5,001 – 297,353 354,597 16,268 – 370,865
Opening investment
holding (losses)/gains
(77,132) (2,807) 745 (79,194) 24,977 (1,130) (418) 23,429
Valuation at 1 April
215,220 2,194 745 218,159 379,574 15,138 (418) 394,294
Movement in the year
Purchases at cost 554,865 – 3,653 558,518 429,394 46 – 429,440
Sales proceeds (617,923) – (4,301) (622,224) (533,092) – 2,550
#
(530,542)
Transfer from
– – – – (859) (13,408) – (14,267)
Transfer into
– – – – 13,408 859 – 14,267
Net movement in
investment holding
gains/(losses)
128,573 (849) 9,006 136,730 (73,205) (441) (1,387) (75,033)
Valuation at 31 March
280,735 1,345 9,103 291,183 215,220 2,194 745 218,159
Closing book cost at
31 March
258,407 5,001 3,428 266,836 292,352 5,001 – 297,353
Investment holding
gains/(losses) at 31 March
22,328 (3,656) 5,675 24,347 (77,132) (2,807) 745 (79,194)
Valuation at 31 March
280,735 1,345 9,103 291,183 215,220 2,194 745 218,159
* includes warrant holdings (see note 9).
# sale of financial equity swaps. This has been shown as a positive movement due to the nature of the equity swap.
FINANCIAL STATEMENTS
82
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
8. INVESTMENTS continued
The sales proceeds of £622,224,000 (2025: £530,542,000) includes transaction costs of £1,097,000 (2025: £1,240,000). The
book cost of these investments when they were purchased was £589,035,000 (2025: £502,952,000).
These investments have been revalued over time and until they were sold any unrealised gains/loss were included in the fair
value of these investments.
GAINS/(LOSSES) ON INVESTMENTS
2026
£’000
2025
£’000
Gains/(losses) on investments
136,730 (75,033)
Transaction costs
(2,140) (2,057)
Gains/(losses) on investments held at fair value through profit or loss
134,590 (77,090)
The total transaction costs for the year were £2,140,000 (31 March 2025: £2,057,000) broken down as follows: purchase
transaction costs for the year to 31 March 2026 were £1,043,000 (31 March 2025: £817,000), sale transaction costs were
£1,097,000 (31 March 2025: £1,240,000). These costs consist mainly of commission. Transaction costs are recorded in the
capital column of the Income Statement.
9. DERIVATIVE FINANCIAL INSTRUMENTS
2026
£’000
2025
£’000
Warrants 9,103 –
Fair value of OTC equity swaps (assets)* – 745
Fair value of OTC equity swaps (liabilities)* –
–
9,103
745
* There were no OTC equity swaps held at the year end.
(See note 1(J) on page 76 for further details).
10. OTHER RECEIVABLES
2026
£’000
2025
£’000
Future settlements – sales 10,999
–
Prepayments and accrued income 64
17
11,063
17
11. CASH AND CASH EQUIVALENTS
2026
£’000
2025
£’000
Money market funds –
6,913
Current asset investments –
6,913
Cash at bank –
1,540
Cash and cash equivalents –
8,453
There was no cash held in the money market fund or at the bank at the year end.
FINANCIAL STATEMENTS
83
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
12. OTHER PAYABLES
2026
£’000
2025
£’000
Future settlements – purchases 7,236
405
Amounts due to brokers in respect of shares repurchased by the Company for cancellation –
4,336
Other creditors and accruals 768
682
8,004
5,423
13. ORDINARY SHARE CAPITAL
2026
Number of
Shares
2025
Number of
Shares
Allotted, issued and fully paid at 1 April
27,112,591 33,487,198
Shares bought back for cancellation during the year
(7,183,277) (6,374,607)
At 31 March
19,929,314 27,112,591
2026
£’000
2025
£’000
Allotted, issued and fully paid shares of 25p
4,982 6,778
During the year 7,183,277 shares were bought back for cancellation for a consideration of £69,538,000 (2025: 6,374,607 shares
were bought back for a consideration of £57,440,000).
14. NET ASSET VALUE PER SHARE
2026 2025
Net asset value per share
1,414.6p 815.9p
The net asset value per share is based on the net assets attributable to equity shareholders of £281,923,000 (2025: 221,206,000)
and on 19,929,314 (2025: 27,112,591) shares in issue at 31 March 2026.
15. RISK MANAGEMENT POLICIES AND PROCEDURES
As an investment trust, the Company invests in equities and other investments for the long term in order to achieve its
investment objective as stated on pages 21 and 22. In pursuing its investment objective, the Company is exposed to a variety
of risks that could result in either a reduction or increase in the Company’s net assets or profits.
The Company’s financial instruments comprise securities and other investments, cash balances, debtors and creditors and a
loan facility that arise directly from its operations (for example, in respect of sales and purchases awaiting settlement).
The main risks the Company faces from its financial instruments are (i) market price risk (comprising currency risk, interest
rate risk and other price risk (i.e. changes in market prices other than those arising from interest rate or currency risk)),
(ii)liquidity risk and (iii) credit risk. The Board also considers (iv) fair value measurement and (v) capital management.
The Board reviews and agrees policies regularly for managing and monitoring each of these risks.
FINANCIAL STATEMENTS
84
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
OTC EQUITY SWAPS
The Company uses OTC equity swap positions to gain access to Chinese markets where the Company is not locally
registered to trade directly. These swaps are revalued daily reflecting changes in the market value of the underlying equity.
At the year end the Company did not hold any open equity swap contracts. See glossary beginning on page 93 for further
details.
1. MARKET PRICE RISK:
The Company’s portfolio is exposed to fluctuations in market prices in the biotechnology sector and the regions in which it
invests. Market-wide uncertainties which have recently caused increased volatility in the markets include the war in Ukraine,
increasing political, military and commercial tensions between the US/West and China, and increased inflationary pressures.
The Company’s portfolio is exposed to market price fluctuations which are monitored by the AIFM and the Portfolio
Manager in pursuance of the investment objective. Further information on the composition of the portfolio is set out on
pages 8 and 9.
This market risk comprises three elements – foreign currency risk, interest rate risk and other price risk.
(a) Foreign currency risk:
The Company’s portfolio is denominated in currencies other than sterling (the Company’s functional currency, in which it
reports its results). As a result, movements in exchange rates can significantly affect the sterling value of those items.
Management of the risk
The AIFM and the Portfolio Manager monitor the Company’s exposure to foreign currencies on a continuous basis and report
to the Board regularly. The Company does not hedge against foreign currency movements to manage market price risk.
The Company does not use financial instruments to mitigate the currency exposure in the period between the time that the
income is included in the financial statements and its receipt.
Foreign currency exposure
At the date of the Statement of Financial Position the Company held £274,096,000 (2025: £200,735,000) of investments
denominated in U.S. dollars and £17,087,000 (2025: £17,424,000) in other non-sterling currencies.
Foreign currency sensitivity
The fair value of the Company’s monetary items that have foreign currency exposure at 31 March 2026 is shown below.
Where the Company’s equity investments (which are not monetary items) are priced in a foreign currency they are shown
separately in the analysis as to show the overall level of exposure.
2026
£’000
2025
£’000
Sterling equivalent of U.S.$ and other non-sterling exposure
Current assets 10,999 8,475
Creditors (7,236) (405)
Spot currency contracts (1) (4,358)
Loan facility (non-sterling) (12,309) –
Foreign currency exposure on net monetary items (8,547) 3,712
Investments held at fair value through profit or loss including derivative equity swap 291,183 218,159
Total net foreign currency exposure 282,636 221,871
FINANCIAL STATEMENTS
85
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
The tables below show the sensitivity of the Company’s profit or loss after taxation for the year (investment values) to a 10%
increase and decrease in the value of sterling compared with the U.S. dollar and other non-sterling currencies (2025: 10%
increase and decrease).
The above percentages have been determined based on market volatility in exchange rates over the previous twelve months.
The analysis is based on the Company’s foreign currency financial instruments held at each Statement of Financial Position
date, after adjusting for an increase/decrease in the AIFM and portfolio management fees.
If sterling had weakened against the U.S. dollar and other non-sterling currencies, as stated above, this would have had the
following effect:
2026
£’000
2025
£’000
Impact on revenue return – –
Impact on capital return
31,106 32,717
Total return after tax/effect on shareholders’ funds
31,106 32,717
If sterling had strengthened against the U.S. dollar and other non-sterling currencies, as stated above, this would have had
the following effect:
2026
£’000
2025
£’000
Impact on revenue return – –
Impact on capital return
(25,449) (13,189)
Total return after tax/effect on shareholders’ funds
(25,449) (13,189)
(b) Interest rate risk:
Interest rate risk is the risk that the fair value of a financial instrument will fluctuate because of changes in market interest
rates.
Interest rate exposure
The Company’s main exposure to interest rate risk is through its loan facility with J.P. Morgan Securities LLC which is
repayable on demand. Interest is charged at the US overnight bank funding rate plus 45 basis points.
At the year end, financial assets and liabilities subject to interest rate risk were as follows:
Floating
rate
2026
£’000
Floating
rate
2025
£’000
Loan facility with J.P. Morgan Securities LLC
(12,319) –
Gross exposure on OTC equity swaps
– 7,540
Total liabilities subject to interest rate risk
(12,319) 7,540
Less cash held at Goldman Sachs and in a liquidity fund
– 8,453
Total net liabilities subject to interest rate risk
(12,319 (913)
Management of the risk
The level of borrowings is approved and monitored by the Board and the AIFM on a regular basis.
FINANCIAL STATEMENTS
86
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
Interest rate sensitivity
The majority of the Company’s financial assets are equity shares and other investments which neither pay interest nor have
a maturity date. The amount subject to interest rate risk as at 31March 2026 was £12,319,000 (2025: £913,000). If the rate
increased or decreased by 1%, the impact on the profit or loss and net assets would be expected to be £123,190 or (£9,130)
(2024:£513,000) or (£513,000).
(c) Other price risk
Other price risk may affect the value of the quoted investments.
If market prices at the date of the Statement of Financial Position had been 20% higher or lower (2025: 20% higher or lower)
while all other variables had remained constant, the return and net assets attributable to shareholders for the year ended
31March 2026 would have increased/decreased by £57,683,000 (2025: £44,711,000) after adjusting for an increase or
decrease in the AIFM and the Portfolio management fees. The calculations are based on the portfolio valuations as at the
respective Statement of Financial Position dates.
Other price risk exposure
2026 2025
Assets
£’000
Liabilities
£’000
Net
Fair Value
£’000
Assets
£’000
Liabilities
£’000
Net
Fair Value
£’000
Investments
282,080 – 282,080 217,414 – 217,414
Warrants
9,103 – 9,103 – – –
OTC equity swaps
– – – 745 – 745
291,183 – 291,183 218,159 – 218,159
The notional exposure of the OTC equity swaps calculated in accordance with AIFMR requirements, is £nil (2025: £8,286,000)
see glossary beginning on page 93 for further details.
2. LIQUIDITY RISK:
At the year end, there were no cash or cash equivalents held by the Company. Liquidity risk is the risk that the Company will
encounter difficulty in meeting obligations associated with financial liabilities.
Management of the risk
Liquidity risk is not significant as the majority of the Company’s assets are investments in quoted equities that are readily
realisable within one week, in normal market conditions. Stress tests have been performed to understand how long the
portfolio would take to realise in such situations. The Board is comfortable that in such situations the Company would be
able to meet its liabilities as they fall due. Short-term funding flexibility can be achieved through the use of the loan facility.
The maximum amount of gearing permitted by the Board is 20% of net assets which equated to £56,385,000 at the year end
(2025: £44,241,000).
The Board gives guidance to the Portfolio Manager as to the maximum amount of the Company’s resources that should be
invested in any one company.
FINANCIAL STATEMENTS
87
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
Liquidity exposure and maturity
Contractual maturities of the financial liabilities as at 31 March 2026, based on the earliest date on which payment can be
required, are as follows:
2026
3 months
or less
£’000
2026
3 to
12 months
£’000
2025
3 months
or less
£’000
2025
3 to
12 months
£’000
Loan facility (repayable on demand)
12,319 – –
–
Future settlements
7,236 – 405
–
Derivative – OTC equity swaps
– – –
–
Other creditors and accruals
768 – 5,018 –
20,323 – 5,423
–
3. CREDIT RISK:
Credit risk is the risk of failure of a counterparty to discharge its obligations resulting in the Company suffering a loss.
J.P. Morgan Securities LLC (J.P. Morgan) may take assets with a value of up to 140% of the loan facility as collateral. Such
assets held by J.P. Morgan are available for rehypothecation
†
.
As at 31 March 2026, the maximum value of assets available for rehypothecation was £17,247,000 being 140% of the loan
balance of £12,319,000 (31 March 2025: £65,909,000 being 140% of the loan balance of £47,078,000).
See page 27 for further details on the loan facility and the associated credit risk.
† See glossary beginning on page 93.
Management of the risk
The risk is not significant and is managed as follows:
J.P. Morgan
• by receiving and reviewing regular updates from the Custodian and Prime Broker and the Depository.
• by reviewing their Internal Control reports and regularly monitoring J.P. Morgan’s credit rating. J.P. Morgan has a credit
rating of Aa3 (Moody’s), AA- (S&P) and AA (Fitch).
• by reviewing on a monthly basis assets which are available for rehypothecation.
Other counterparties
• by only dealing with brokers which have been approved by OrbiMed Capital LLC and banks with high credit ratings such
as Goldman Sachs International which has a credit rating of A1 (Moody’s), A+ (S&P) and AA- (Fitch);
• by investing in markets that mainly operate DVP (delivery versus payment) settlement.
• all cash balances are held with approved counterparties. J.P. Morgan is the Custodian of the Company’s assets and all
assets are segregated from J.P. Morgan’s own assets.
At 31 March 2026 the Company’s exposure to credit risk amounted to £10,999,000 and was in respect of receivables, cash
held as collateral and held in a liquidity fund (2025: £8,453,000).
FINANCIAL STATEMENTS
88
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
4. FAIR VALUE MEASUREMENT
Hierarchy of investments
As required under IFRS 13 “Fair Value Measurement”, the Company has classified its financial assets designated at fair value
through profit or loss using a fair value hierarchy that reflects the significance of the inputs used in making the fair value
measurements. The hierarchy has the following levels:
• Level 1 – quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 – inputs other than quoted prices included with Level 1 that are observable for the asset or liability, either directly
(i.e. as prices) or indirectly (i.e. derived from prices) such as volatilities; and
• Level 3 – inputs for the asset or liability that are not based on observable market data (unobservable inputs).
As of 31 March 2026
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Assets
280,735 – 1,345 282,080
Derivatives: warrants – 9,103 – 9,103
Financial investments held at fair value through profit or loss 280,735 9,103 1,345 291,183
As of 31 March 2025
Level 1
£’000
Level 2
£’000
Level 3
£’000
Total
£’000
Assets
215,220 – 2,194 217,414
Derivatives: equity swap (assets)
– 745 – 745
Financial investments held at fair value through profit or loss
215,220 745 2,194 218,159
As at 31 March 2026, the investment in OrbiMed Asia Partners LP Fund has been classified as level 3. The OrbiMed Asia
Partners Fund LP has been valued at the net asset value presented in its Statement of Partners Capital Activity as at
31December 2025, as permitted under the IPEV guidelines. The Statement of Partner’s Capital Activity as at 31 March
2026 was received in May 2026 and was not materially different from the valuation at 31 December 2025. If the value of
the OrbiMed Asia Partners Fund were to increase or decrease by 10%, while all other variables remain constant, the return
and net assets attributable to shareholders for the year ended 31 March 2026 would have increased/decreased by £89,000
(2025:£89,000).
At 31 March 2026, the Company held three level 3 investments in addition to the OrbiMed Asia Fund:
• New Horizon Health;
• Gracell Biotechnology CVRs; and
• StemiRNA.
New Horizon Health has been valued at £nil, due to the Company delisting from the Hong Kong Stock Exchange on 27
October 2025. See note 1 on page 74 for further details.
Gracell Biotechnology CVR has been valued by Kroll using the PWERM.
StemiRNA entered into liquidation during the year and is valued at £nil at the year end.
At 31 March 2026, the Company also held the following (Level 2) warrants:
• C4 Therapeutics*
• Cybin Inc*
• Immunic Therapeutics*
FINANCIAL STATEMENTS
89
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
15. RISK MANAGEMENT POLICIES AND PROCEDURES continued
• Milestone Pharmceuticals
* do not have a fixed expiration date.
Three of the warrants held (C4 Therapeutics, Cybin Inc and Immunic Therapeutics) do not have a fixed expiration date and
have been valued based on OrbiMed’s best estimate of future expiration date as at 31 March 2026.
If the future expiration date was estimated at reasonably possible alternatives, the fair value of the warrants would increase
by £1.7m at the year end.
Level 3 Reconciliation
Please see below a reconciliation disclosing the changes during the year for the financial assets and liabilities designated at
fair value through profit or loss classified as being Level 3. There has been no transfer between fair value hierarchy levels.
2026
£’000
2025
£’000
Assets
As at 1 April
2,194 15,138
Purchase of unquoted investments
– 46
Sale of unquoted investment – –
Transfer to level 1 – (13,408)
Transfer to level 3 – 859
Net movement in investment holding gains during the year (849) (441)
Assets as at 31 March 1,345 2,194
FAIR VALUE OF FINANCIAL ASSETS AND FINANCIAL LIABILITIES:
Financial assets and financial liabilities are either carried in the Statement of Financial Position at their fair value or at a
reasonable approximation of fair value.
5. CAPITAL MANAGEMENT
The Company’s capital management objectives are:
• to ensure that it will be able to continue as a going concern; and
• to maximise the total return to its equity shareholders.
The Board’s policy is to limit gearing to a maximum of 20% of the Company’s net assets.
The capital structure of the Company consists of the equity share capital, retained earnings and other reserves shown in the
Statement of Financial Position on page 70.
Shares may be repurchased by the Company as explained on pages 23 and 24.
The Company’s objectives, policies and processes for managing capital are unchanged from the preceding accounting period.
16. TRANSACTIONS WITH RELATED PARTIES
The Directors of the Company are considered to be related parties.
Details of the remuneration of the Directors of the Company can be found on page 58. Geoff Hsu has waived his Directors’
fees. Details of the Directors’ interests in the capital of the Company can be found on page 60.
FINANCIAL STATEMENTS
90
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
17. TRANSACTIONS WITH THE MANAGERS
• Frostrow Capital LLP
• OrbiMed Capital LLC
Details of the relationship between the Company and Frostrow Capital LLP, the AIFM, and OrbiMed Capital LLC, the Portfolio
Manager, are disclosed on page 45. Geoff Hsu, who joined the Board on 16 May 2018, is a General Partner at OrbiMed.
Details of fees paid to OrbiMed by the Company can be found in note 3 on page 78. All material related party transactions
have been disclosed in notes 3 and 4 on pages 78 and 79.
The Company holds an interest in OrbiMed Asia Partners Fund which equates to 0.4% of the investments held at 31 March
2026. Further details can be found on page 73.
Three current and two former partners at OrbiMed Capital LLC have a minority financial interest totalling 20% in Frostrow
Capital LLP, the AIFM. Details of the fees paid to Frostrow Capital LLP by the Company can be found in note 3 on page 78.
18. CAPITAL RESERVE
2026
2025
Capital Reserves Capital Reserves
Other
£’000
Investment
holdings
gains/
(losses)
£’000
Total
£’000
Other
£’000
Investment
holdings
gains/
(losses)
£’000
Total
£’000
At 1 April
197,998 (79,194) 118,804 235,358 23,533 258,891
Net gains/(losses) on investments 31,049 103,541 134,590 25,637 (102,727) (77,090)
Foreign exchange losses (461) – (461) (1,553) – (1,553)
Expenses charged to capital (3,434) – (3,434) (4,004) – (4,004)
Repurchase of own shares for cancellation (69,538) – (69,538) (57,440) – (57,440)
At 31 March 155,614 24,347 179,961 197,998 (79,194) 118,804
Sums within the Total Capital Reserve less unrealised gains (those on investments not readily convertible to cash) are
available for distribution. Investment holding gains in the table above are unrealised. The value of investments not readily
convertible to cash amount to £1,345,000 (2025: £2,194,000).
19. SUBSEQUENT EVENTS
Subsequent to the Company’s year end, the net asset value per share of the Company had risen by 3.9% from 1,414.6p to
1,469.2p and the Company’s share price had risen by 4.1% from 1,260.0p to 1,312.0p as at 29 May 2026.
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FURTHER INFORMATION
PB
FURTHER INFORMATION
91
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
FURTHER
INFORMATION
IN THIS SECTION
Shareholder Information
92
Glossary of Terms and Alternative
Performance Measures
93
How to Invest
97
Notice of the Annual General Meeting
98
Explanatory Notes to the Resolutions
101
Company Information
103
FURTHER INFORMATION
91
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
FURTHER INFORMATION
92
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
FINANCIAL CALENDAR
31 March Financial Year End
June Final Results Announced
July Annual General Meeting
30 September Half Year End
November Half Year Results Announced
ANNUAL GENERAL MEETING
The Annual General Meeting of The Biotech Growth Trust PLC will be held at the Barber-Surgeons’ Hall, Monkwell Square,
Wood St, Barbican, London EC2Y 5BL on Thursday, 16 July 2026 at 12 noon. Please refer to the Chair’s Statement beginning
on page 2 for details of this year’s arrangements.
SHARE PRICES
The Company’s Ordinary Shares are listed on the London Stock Exchange. The price is given daily in the Financial Times and
other newspapers.
CHANGE OF ADDRESS
Communications with shareholders are mailed to the address held on the share register. In the event of a change of address
or other amendment this should be notified to the Company’s Registrars, MUFG Corporate Markets under the signature of the
registered holder.
DAILY NET ASSET VALUE
The daily net asset value of the Company’s shares can be obtained on the Company’s website at www.biotechgt.com and is
published daily via the London Stock Exchange.
PROFILE OF THE COMPANY’S OWNERSHIP
% OF ORDINARY SHARES HELD AT 31 MARCH
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SHAREHOLDER INFORMATION
FURTHER INFORMATION
93
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
ACTIVE SHARE^
Active Share is expressed as a percentage and shows the extent to which a fund’s holdings and their weightings differ from
those of the fund’s benchmark index. A fund that closely tracks its index might have a low Active Share of less than 20% and
be considered passive, while a fund with an Active Share of 60% or higher is generally considered to be actively managed. As
at 31 March 2026, the Company’s active share was 80.8% (2025: 71.7%).
AIC
Association of Investment Companies.
ALTERNATIVE INVESTMENT FUND MANAGERS REGULATIONS (AIFMR)
The Alternative Investment Fund Managers Regulations (the ‘Regulations’) provide a regulatory framework for fund
managers that manage alternative investment funds (including investment trusts).
Where an entity falls within the scope of the Regulations, it must appoint a single Alternative Investment Fund Manager
(‘AIFM’). The core functions of an AIFM are portfolio and risk management. An AIFM can delegate one but not both of these
functions. The entity must also appoint an independent depositary whose duties include the following: safeguarding and
verification of the ownership of assets; monitoring cash flows; and ensuring that appropriate valuations are applied to the
entity’s assets. The Board of the Company retains responsibility for strategy, operations and compliance and the Directors
retain a fiduciary duty to shareholders.
ALTERNATIVE PERFORMANCE MEASURE (APM)
An APM is a numerical measure of the Company’s current, historical or future financial performance, financial position or
cash flows, other than a financial measure defined or specified in the applicable financial framework. In selecting these
Alternative Performance Measures, the Directors considered the key objectives and expectations of typical investors in an
investment trust such as the Company.
DISCOUNT OR PREMIUM^
A description of the difference between the share price and the net asset value per share. The size of the discount or
premium is calculated by subtracting the share price from the net asset value per share and is usually expressed as a
percentage (%) of the net asset value per share. If the share price is higher than the net asset value per share the result is a
premium. If the share price is lower than the net asset value per share, the shares are trading at a discount.
pages
As at 31
March 2026
(pence)
As at 31
March 2025
(pence)
Share price
1 & 7
1,260.0 754.0
Net asset value per share (see note 14 on page 83 for further information)
1 & 7
1,414.6 815.9
Discount of share price to net asset value per share
1 & 7
10.9 7.6%
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE
MEASURES
^ Alternative Performance Measure
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES CONTINUED
GEARING/(NET CASH)^
Gearing represents prior charges, adjusted for net current liabilities, expressed as a percentage of net assets. Prior charges
includes all loans and overdrafts for investment purposes.
Net cash is a measure of how much cash the Company holds, after offsetting gearing. It is expressed as a percentage of net
assets (shareholders’ funds). Net cash is only shown if the Company has more cash than gearing.
pages
31 March
2026
£’000
31 March
2025
£’000
Loan facility
76 12,319 –
Cash and cash equivalents
76 – (8,453)
Net current (assets)/liabilities (excluding loan facility and derivatives)*
– (3,059) –
Total 9,260 (8,453)
Net assets
76 281,923 221,206
Gearing/(net cash)
7 3.3% (3.8)%
* Current liabilities less current assets
IPO
An Initial Public Offering (IPO) is the process by which the shares of a previously private company are listed on a stock
exchange for the first time. Through this process a company can raise new capital, offer an exit opportunity for private
investors and founders, and enable the trading of its shares.
LEVERAGE
The AIFMR leverage definition is slightly different from the Association of Investment Companies’ method of calculating
gearing and is defined as follows: any method by which the AIFM increases the exposure of an AIF it manages whether
through borrowing of cash or securities, or leverage embedded in derivative positions.
For the purposes of the AIFMR, leverage is any method which increases the Company’s exposure, including the borrowing
of cash and the use of derivatives. It is expressed as a ratio between the Company’s exposure and its net asset value and
can be calculated on a gross and a commitment method. Under the gross method, exposure represents the sum of the
Company’s positions after the deduction of sterling cash balances, without taking into account any hedging and netting
arrangements. Under the commitment method, exposure is calculated without the deduction of sterling cash balances and
after certain hedging and netting positions are offset against each other.
Gross
Method
Commitment
Method
Maximum limit
130.0% 130.0%
Actual as at 31 March 2026
103.3% 103.3%
MARGINABLE SECURITIES
Marginable securities are stocks, bonds, futures or other securities capable of being traded on a margin account and are
available for rehypothecation.
NET ASSET VALUE (NAV)
The net asset value of the Company’s assets, principally investments made in other companies and cash held, less any
liabilities. The NAV is also described as “shareholders’ funds”. The NAV is often expressed in pence per share after being
divided by the number of shares which have been issued. The NAV per share is unlikely to be the same as the share price,
which is the price at which the Company’s shares can be bought or sold by an investor. The share price is determined by the
relationship between the demand and supply of the shares in the secondary market.
^ Alternative Performance Measure
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NAV PER SHARE TOTAL RETURN^
A measure of how an investment company’s portfolio has performed, taking into account how the NAV per share has
changed as well as any dividends that have been paid. The NAV per share return for the year ended 31 March 2026 is
calculated by taking the percentage movement from the net asset value per share as at 31 March 2025 of 815.9p (2024:
1,078.9p) to the net asset value per share at 31March 2026 of 1,414.6p (2025: 815.9p). The Company has not paid any
dividends to shareholders in respect of the above mentioned years (see pages 1 and 6).
ONGOING CHARGES^
Ongoing charges are calculated by taking the Company’s annualised operating expenses expressed as a proportion of the
average daily net asset value of the Company over the year.
The costs of buying and selling investments are excluded, as are interest costs, taxation, performance fees, cost of buying
back or issuing ordinary shares and other non-recurring costs.
pages
31 March
2026
£’000
31 March
2025
£’000
AIFM & portfolio management fees (note 3)
78 2,414 2,872
Other re-occurring expenses (note 4)
79 656 771
Total operating expenses
3,070 3,643
Average daily net assets for the year
246,997 326,317
Ongoing charges
1 & 7 1.2% 1.1%
OTC EQUITY SWAPS
Over-the-Counter (OTC) refers to the process of how securities are traded via a broker - dealer network, as opposed to on a
centralised exchange.
An equity swap is an agreement where one party (counterparty) transfers the total return of an underlying equity position to
the other party (swap holder) in exchange for a payment of the principal, and interest for financed swaps, at a set date. Total
return includes dividend income and gains or losses from market movements. The exposure of the holder is the market value
of the underlying equity position.
There are two main types of equity swaps:
• Funded – where payment is made on acquisition. They are equivalent to holding the underlying equity position with the
exception of additional counterparty risk and not possessing voting rights in the underlying security; and
• Financed – where payment is made on maturity. As there is no initial outlay, financed swaps increase exposure by the
value of the underlying equity position with no initial increase in the investments value – there is therefore embedded
leverage within a financed swap due to the deferral of payment to maturity.
PRE-FUNDED WARRANTS
A pre-funded warrant is a derivative financial instrument issued by a company that gives an investor the right to buy shares
in a company at a very low (often nominal) exercise price, having already paid most of the share purchase price upfront when
acquiring the warrant.
REHYPOTHECATION
Rehypothecation is the practice by banks and brokers of using, for their own purposes, assets that have been posted by
clients as collateral for loans. The practice is regulated by the U.S. Securities Exchange Commission.
^ Alternative Performance Measure
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
SUSTAINABILITY ACCOUNTING STANDARDS BOARD (SASB)
The Sustainability Accounting Standards Board (SASB) is a non-profit organisation, founded in 2011 to develop sustainability
accounting standards. Its stated mission is “to establish industry-specific disclosure standards across ESG topics that
facilitate communication between companies and investors about financially material, decision-useful information. Such
information should be relevant, reliable and comparable across companies on a global basis.”
SHARE PRICE TOTAL RETURN^
The standard measure of performance for an investment company, taking into account the change in share price over a
period of time as well as all the dividends paid during that period. Share price total return takes into account the change in
value of the underlying portfolio of the investment company and any dividends paid, as well as the discount or premium at
which the shares trade, and any change in discount or premium over the period. The share price total return is calculated by
taking the percentage movement from the share price as at 31 March 2025 of 754.0p (2024: 995.0p) to the share price as
at 31 March 2026 of 1,260.0p (2025: 754.0p). The Company has not paid dividends to shareholders in respect of the above
mentioned years.
See pages 1 and 6 for further information.
WARRANTS
A warrant is a derivative financial instrument issued by a company that gives the holder the right, but not the obligation, to
buy the company’s shares at a fixed price (known as the exercise price) within a specified period.
^ Alternative Performance Measure
GLOSSARY OF TERMS AND ALTERNATIVE PERFORMANCE MEASURES CONTINUED
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
HOW TO INVEST
RETAIL INVESTORS ADVISED BY IFAS
The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers (IFAs)
in the UK to ordinary retail investors in accordance with the Financial Conduct Authority (FCA) rules in relationship to non-
mainstream investment procedures and intends to continue to do so. The shares are excluded from the FCA’s restrictions
which apply to non-mainstream investment products because they are shares in an investment trust.
INVESTMENT PLATFORMS
The Company’s shares are traded openly on the London Stock Exchange and can be purchased through a stock broker
or other financial intermediary. The shares are available through savings plans (including Investment Dealing Accounts,
ISAs, Junior ISAs and SIPPs) which facilitate both regular monthly investments and lump sum investments in the
Company’s shares. There are a number of investment platforms that offer these facilities. A list of some of them, that is not
comprehensive nor constitutes any form of recommendation, can be found below:
AJ Bell Youinvest http://www.youinvest.co.uk/
Barclays Smart Investor https://www.smartinvestor.barclays.co.uk/
Bestinvest http://www.bestinvest.co.uk/
Charles Stanley Direct https://www.charles-stanley-direct.co.uk/
Halifax Share Dealing https://www.halifaxsharedealing-online.co.uk/
Hargreaves Lansdown http://www.hl.co.uk/
HSBC https://www.hsbc.co.uk/investments/
iDealing http://www.idealing.com/
Interactive Investor http://www.iii.co.uk/
IWEB http://www.iweb-sharedealing.co.uk/share-dealing-home.asp
The Share Centre https://www.share.com/
RISK WARNINGS
– Past performance is no guarantee of future performance.
– The value of your investment and any income from it may go down as well as up and you may not get back the amount
invested. This is because the share price is determined, in part, by the changing conditions in the relevant stockmarkets
in which the Company invests and by the supply and demand for the Company’s shares.
– As the shares in an investment trust are traded on a stockmarket, the share price will fluctuate in accordance with
supply and demand and may not reflect the underlying net asset value of the shares; where the share price is less than
the underlying value of the assets, the difference is known as the ‘discount’; where the share price is more than the
underlying value of the assets, the difference is known as the ‘premium’. When you sell your shares, you may not get back
the underlying value of the assets or the original amount you invested.
– Although the Company’s financial statements are denominated in sterling, all the holdings in the portfolio are currently
denominated in currencies other than sterling and therefore they may be affected by movements in exchange rates. As a
result, the value of your investment may rise or fall with movements in exchange rates.
– Investors should note that tax rates and reliefs may change at any time in the future.
– The value of ISA and Junior ISA tax advantages will depend on personal circumstances. The favourable tax treatment of
ISAs and Junior ISAs may not be maintained.
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
Notice is hereby given that the Annual General Meeting of The Biotech Growth Trust PLC will be held at the Barber-Surgeons’
Hall, Monkwell Square, Wood St, Barbican, London EC2Y 5BL on Thursday, 16 July 2026 at 12 noon, for the following
purposes:
To consider and, if thought fit, pass the following resolutions of which resolutions 12, 13, 14 and 15 will be proposed as
specialresolutions:
1. To receive the audited financial statements and the Report of the Directors for the year ended 31 March 2026.
2. To approve the Directors’ Remuneration Report for the year ended 31 March 2026.
3. To approve the Directors’ Remuneration Policy as set out on page 61 of the Annual Report for the year ended 31 March 2026.
4. To re-elect Hamish Baillie as a Director of the Company.
5. To re-elect Geoff Hsu as a Director of the Company.
6. To re-elect Dr Nicola Shepherd as a Director of the Company.
7. To re-elect Roger Yates as a Director of the Company.
8. To re-elect Julie Tankard as a Director of the Company.
9. To elect Professor Dame Jenny Harries as a Director of the Company.
10. To re-appoint BDO LLP as Auditor to the Company to hold office from the conclusion of the meeting to the conclusion
of the next Annual General Meeting at which accounts are laid, and to authorise the Audit Committee to determine their
remuneration.
AUTHORITY TO ALLOT SHARES
11. THAT in substitution for all existing authorities the Directors be and are hereby generally and unconditionally authorised in
accordance with Section 551 of the Companies Act 2006 (the Act) to exercise all powers of the Company to allot relevant
securities (within the meaning of Section 551 of the Act) up to a maximum aggregate nominal amount of £484,992.75 (being
10% of the issued share capital of the Company at the date of the notice convening the meeting at which this resolution is
proposed) and representing 1,939,971 shares of 25 pence each or, if changed, the number representing 10% of the issued
share capital of the Company at the date at which this resolution is passed, on such terms as the Board may determine,
provided that this authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2027 or
15months from the date of passing this resolution, whichever is the earlier, unless previously revoked, varied or renewed, by
the Company in general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority,
an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may
allot relevant securities pursuant to such offer or agreement as if the authority conferred by this resolution had not expired.
DISAPPLICATION OF PRE-EMPTION RIGHTS
12. THAT in substitution of all existing powers the Directors be and are hereby generally empowered pursuant to
Sections570 and 573 of the Companies Act 2006 (the Act) to allot equity securities (within the meaning of section560
of the Act) including if immediately before the allotment, such shares are held by the Company as treasury shares
(asdefined in Section 724 of the Act) for cash pursuant to the authority conferred on them by resolution 11 set out in the
notice convening the Annual General Meeting at which this resolution is proposed or otherwise as if section 561(1) of the
Act did not apply to any such allotment and to sell relevant shares (within the meaning of section 560 of the Act) for cash
as if section 561(1) of the Act did not apply to any such sale, provided that this power shall be limited to the allotment of
equity securities pursuant to:
(a) an offer of equity securities open for acceptance for a period fixed by the Directors where the equity securities
respectively attributable to the interests of holders of shares of 25 pence each in the Company (Shares) are
proportionate (as nearly as may be) to the respective numbers of Shares held by them but subject to such
exclusions or other arrangements in connection with the issue as the Directors may consider necessary,
appropriate, or expedient to deal with equity securities representing fractional entitlements or to deal with legal or
practical problems arising in any overseas territory, the requirements of any regulatory body or stock exchange,
orany other matter whatsoever; and
NOTICE OF THE ANNUAL GENERAL MEETING
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(b) (otherwise than pursuant to sub-paragraph (a) above) up to an aggregate nominal value of £484,992.75 (or, if
changed, the number representing 10% of the issued share capital of the Company at the date of the meeting at
which this resolution is passed),
and expires at the conclusion of the Annual General Meeting of the Company to be held in 2027 or 15months from the
date of passing this resolution, whichever is the earlier, unless previously revoked, varied or renewed by the Company in
general meeting and provided that the Company shall be entitled to make, prior to the expiry of such authority, an offer or
agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity
securities pursuant to such offer or agreement as if the power conferred hereby had not expired.
AUTHORITY TO REPURCHASE ORDINARY SHARES
13. THAT the Company be and is hereby generally and unconditionally authorised in accordance with section 701 of the
Companies Act 2006 (the Act) to make one or more market purchases (within the meaning of section 693(4) of the Act)
of ordinary shares of 25 pence each in the capital of the Company (Shares) either for retention as treasury shares for
future reissue, resale, transfer or for cancellation provided that:
(a) the maximum aggregate number of Shares authorised to be purchased shall be that number of Shares which is
equal to 14.99% of the issued Share capital of the Company as at the date of the passing of this resolution;
(b) the minimum price (exclusive of expenses) which may be paid for a Share is 25 pence;
(c) the maximum price (exclusive of expenses) which may be paid for a Share is an amount equal to the greater
of (i) 105% of the average of the middle market quotations for a Share as derived from the Daily Official List of
the London Stock Exchange for the five business days immediately preceding the day on which that Share is
purchased and (ii) the higher of the price of the last independent trade in Shares and the highest then current
independent bid for Shares on the London Stock Exchange;
(d) the authority hereby conferred shall expire at the conclusion of the Annual General Meeting of the Company to be
held in 2027 or, if earlier, on the expiry of 15 months from the date of the passing of this resolution unless such
authority is renewed prior to such time; and
(e) the Company may make a contract to purchase Shares under this authority before the expiry of such authority
which will or may be executed wholly or partly after the expiration of such authority, and may make a purchase of
Shares in pursuance of any such contract.
GENERAL MEETINGS
14. THAT the Directors be authorised to call general meetings (other than Annual General Meetings) on not less than 14
clear days’ notice, such authority to expire at the conclusion of the next Annual General Meeting of the Company or,
ifearlier, until expiry of 15 months from the date of the passing of this resolution.
ARTICLES OF ASSOCIATION
15. THAT the articles of association set out in the document produced to this meeting and signed by the Chair of the
meeting for the purposes of identification be and are hereby approved and adopted as the Articles of Association of the
Company in substitution for and to the exclusion of the existing Articles of Association.
By order of the Board
Registered office:
Frostrow Capital LLP One Wood Street
Company Secretary London EC2V 7WS
2 June 2026
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
NOTES
1. Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the meeting. A shareholder may
appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that
shareholder. A proxy need not be a shareholder of the Company.
2. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against the resolutions. If no voting indication is given,
a proxy may vote or abstain from voting at his/her discretion. A proxy may vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put
before the meeting.
3. Members can vote by: using the Investor Centre app (see below) or logging onto https://uk.investorcentre.mpms.mufg.com/ and following instructions; requesting
a hard copy form of proxy directly from the registrars, MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com or, in the case of CREST members,
utilising the CREST electronic proxy appointment service in accordance with the procedures set out below, alternatively if you are an institutional shareholder you may
also be able to appoint a proxy electronically via the Proxymity platform. To be valid any proxy form or other instrument appointing a proxy must be completed and
signed and received by post or (during normal business hours only) by hand at MUFG Corporate Markets, PXS1, Central Square, 29 Wellington Street, Leeds LS1 4DL
no later than 12 noon on 14 July 2026. Shareholders can vote electronically via the Investor Centre, a free app for smartphone and tablet provided by MUFG Corporate
Markets (the company’s registrar). It allows you to securely manage and monitor your shareholdings in real time, take part in online voting, keep your details up to date,
access a range of information including payment history and much more. The app is available to download on both the Apple App Store and Google Play, or by scanning
the relevant QR code below.
4. In the case of a member which is a company, the instrument appointing a proxy must be executed under its seal or signed on its behalf by a duly authorised officer or
attorney or other person authorised to sign. Any power of attorney or other authority under which the instrument is signed (or a certified copy of it) must be included
with the instrument.
5. The return of a completed proxy form, other such instrument or any CREST or Proxymity Proxy Instruction (as described below) will not prevent a shareholder attending
the meeting and voting in person if he/she wishes to do so.
6. Any person to whom this notice is sent who is a person nominated under section 146 of the Companies Act 2006 to enjoy information rights (a Nominated Person) may,
under an agreement between him/her and the shareholder by whom he/she was nominated, have a right to be appointed (or have someone else appointed) as a proxy
for the meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give
instructions to the shareholder as to the exercise of voting rights.
7. The statement of the rights of shareholders in relation to the appointment of proxies in paragraphs 1 and 3 above does not apply to Nominated Persons. The rights
described in these paragraphs can only be exercised by shareholders of the Company.
8. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, only shareholders registered on the register of members of the Company (the Register of
Members) at the close of business on 14 July 2026 (or, in the event of any adjournment, on the date which is two days before the time of the adjourned meeting) will
be entitled to attend and vote or be represented at the meeting in respect of shares registered in their name at that time. Changes to the Register of Members after that
time will be disregarded in determining the rights of any person to attend and vote at the meeting.
9. As at 1 June 2026 (being the last business day prior to the publication of this notice) the Company’s issued share capital consists of 19,399,714 ordinary shares,
carrying one vote each (and no shares were held in Treasury). Therefore, the total voting rights in the Company as at 1 June 2026 are 19,399,714.
10. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the
CREST Manual. CREST Personal Members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to
their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
11. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a CREST Proxy Instruction) must be
properly authenticated in accordance with the specifications of Euroclear UK and International Limited, and must contain the information required for such instruction,
as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to
a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID RA10) no later than 48 hours before the time
appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the
CREST Application Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any
change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
12. CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & International Limited does not make available
special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is
the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service
provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the
CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to
those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
13. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations2001.
14. If you are an institutional investor you may also be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company
and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12 noon on 14 July 2026 in
order to be considered valid or, if the meeting is adjourned, by the time which is 48 hours before the time of the adjourned meeting. Before you can appoint a proxy via
this process you will need to have agreed to Proxymity’s associated terms and conditions. Itis important that you read these carefully as you will be bound by them
and they will govern the electronic appointment of your proxy. An electronic proxy appointment via the Proxymity platform may be revoked completely by sending an
authenticated message via the platform instructing the removal of your proxy vote.
15. In the case of joint holders, where more than one of the joint holders purports to appoint a proxy, only the appointment submitted by the most senior holder will be
accepted. Seniority is determined by the order in which the names of the joint holders appear in the Register of Members in respect of the joint holding (the first named
being the most senior).
16. Members who wish to change their proxy instructions should submit a new proxy appointment using the methods set out above. Note that the cut-off time for receipt
of proxy appointments (see above) also applies in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be
disregarded.
17. Members who have appointed a proxy using the hard-copy proxy form and who wish to change the instructions using another hard-copy form, should contact MUFG
Corporate Markets via email at shareholderenquiries@cm.mpms.mufg.com or on 0371 664 0300 or +44 371 664 0300 if calling from outside the United Kingdom. Calls
are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom are charged at the applicable international rate. Lines are open
between 09.00-17.30, Monday to Friday excluding public holidays in England and Wales.
18. If a member submits more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.
19. In order to revoke a proxy instruction, members will need to inform the Company. Members should send a signed hard copy notice clearly stating their intention to
revoke a proxy appointment to MUFG Corporate Markets, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL.
In the case of a member which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer of the company or an
attorney for the company. Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power of attorney)
must be included with the revocation notice. If a member attempts to revoke their proxy appointment but the revocation is received after the time for receipt of proxy
appointments (see above) then, subject to paragraph 4, the proxy appointment will remain valid.
NOTICE OF THE ANNUAL GENERAL MEETING CONTINUED
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THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
Resolution 1 – Audited Financial Statements and the Report of the Directors
The audited financial statements and the Report of the Directors for the year ended 31 March 2026 will be presented to the
Annual General Meeting. These accompanied this Notice of Meeting.
Resolution 2 and 3 – Remuneration Report and Remuneration Policy
The Report on Directors’ Remuneration is set out in full on pages 57 to 60. The Remuneration Policy is set out on page 61.
Resolutions 4 to 9 – Election and Re-election of Directors
Resolutions 4 to 9 deal with the election and re-election of the Directors. Biographies of each of the current Directors can be
found on pages 34 and 35.
The Board has confirmed, following a performance review, that the Directors standing for election or re-election continue to
performeffectively.
Resolution 10 – Re-appointment of Auditor
Resolution 10 relates to the re-appointment of BDO LLP as the Company’s independent auditor to hold office until the next
Annual General Meeting of the Company and also authorises the Audit Committee to set their remuneration.
Resolutions 11 and 12 – Issue of Shares
Ordinary Resolution 11 in the Notice of Annual General Meeting will renew the authority to allot the unissued share capital up
to an aggregate nominal amount of £484,992.75 (equivalent to 19,399,714 shares, or 10% of the Company’s existing issued
share capital on 1 June 2026 or, if changed, the number representing 10% of the issued share capital of the Company at the
date at which this resolution is passed). Such authority will expire on the date of the next Annual General Meeting or after
a period of 15months from the date of the passing of the resolution, whichever is earlier. This means that the authority will
have to be renewed at the next Annual General Meeting.
When shares are to be allotted for cash, Section 551 of the Companies Act 2006 (the Act) provides that existing shareholders
have pre-emption rights and that the new shares must be offered first to such shareholders in proportion to their existing
holding of shares. However, shareholders can, by special resolution, authorise the Directors to allot shares otherwise than by
a pro rata issue to existing shareholders. Special Resolution 12 will, if passed, give the Directors power to allot for cash equity
securities up to 10% of the Company’s existing share capital on 1 June 2026 or, if changed, the number representing 10% of
the issued share capital of the Company at the date at which this resolution is passed, as if Section 551 of the Act does not
apply. This is the same nominal amount of share capital which the Directors are seeking the authority to allot pursuant to
Resolution 11. This authority will also expire on the date of the next Annual General Meeting or after a period of 15 months,
whichever is earlier. This authority will not be used in connection with a rights issue by the Company.
The Directors intend to use the authority given by Resolutions 11 and 12 to allot shares and disapply pre-emption rights only
in circumstances where this will be clearly beneficial to shareholders as a whole. The issue proceeds would be available for
investment in line with the Company’s investment policy. No issue of shares will be made which would effectively alter the
control of the Company without the prior approval of shareholders in general meeting. New shares will be only issued at a
premium to the Company’s net asset value per share.
Resolution 13 – Share Repurchases
The Directors wish to renew the authority given by shareholders at the General Meeting held in November 2025. The principal
aim of a share buy-back facility is to enhance shareholder value by acquiring shares at a discount to net asset value, as
and when the Directors consider this to be appropriate. The purchase of shares, when they are trading at a discount to the
net asset value per share, should result in an increase in the net asset value per share for the remaining shareholders. This
authority, if conferred, will only be exercised if to do so would result in an increase in the net asset value per share for the
remaining shareholders and if it is in the best interests of shareholders generally. Any purchase of shares will be made within
guidelines established from time to time by the Board. It is proposed to seek shareholder authority to renew this facility for
another year at the Annual General Meeting.
EXPLANATORY NOTES TO THE RESOLUTIONS
FURTHER INFORMATION
102
FURTHER INFORMATION
103
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
Under the current Listing Rules, the maximum price that may be paid on the exercise of this authority must not exceed the
higher of (i) 105% of the average of the middle market quotations for the shares over the five business days immediately
preceding the date of purchase and (ii) the higher of the last independent trade and the highest current independent bid on
the trading venue where the purchase is carried out. The minimum price which may be paid is 25p per share. Shares which
are purchased under this authority will either be cancelled or held as treasury shares.
Special Resolution 13 in the Notice of Annual General Meeting will renew the authority to purchase in the market a maximum
of 14.99% of shares in issue as at the date of the passing of the resolution (equivalent to 2,908,017 shares at the date of this
Notice). Such authority will expire on the date of the next Annual General Meeting or after a period of 15 months from the
date of passing the resolution, whichever is earlier. This means in effect that the authority will have to be renewed at the next
Annual General Meeting or earlier if the authority has been exhausted.
Resolution 14 – General Meetings
Special Resolution 14 seeks shareholder approval for the Company to hold General Meetings (other than the Annual General
Meeting) on not less than at 14 clear days’ notice.
Resolution 15 – New Articles of Association
Under Special Resolution 15, the Company is proposing to adopt new articles of association in substitution for the existing
articles of association. The sole change proposed in the new articles of association is the inclusion of a new article, article 87
Procedure if Insufficient Directors Appointed.
The new article 87 provides a mechanism to ensure continuity of governance in circumstances where the number of
directors falls below the minimum required under the articles following an annual general meeting. In such circumstances,
retiring directors who stood for re-appointment would remain in office on a caretaker basis with strictly limited powers,
confined to filling vacancies, convening general meetings, maintaining the Company as a going concern, and complying
with the Company’s legal and regulatory obligations. The caretaker directors would be required to convene a further general
meeting as soon as reasonably practicable, at which they must again retire from office. The Board considers this to be a
prudent governance measure which ensures that the Company can operate efficiently until such time as new directors
are appointed to the board. Such terms are commonly found in the articles of association of other listed companies and
investment trusts, and the AIC has recommended that boards ensure a provision of this nature is included in the company’s
articles where such mechanisms do not already exist.
A copy of the Company’s existing articles of association and the proposed new articles of association marked to show all
the changes will be available for inspection during normal business hours (excluding Saturdays, Sundays and bank holidays)
at the offices of Frostrow Capital LLP (the Company Secretary) whose contact details are provided on page 103 from the
date of this notice of meeting until the close of the meeting. The proposed new articles of association will also be available
for inspection at the annual general meeting at least 15 minutes prior to the start of the meeting and up until the close of the
meeting.
Recommendation
The Board considers that the resolutions relating to the above items are in the best interests of shareholders as a whole.
Accordingly, the Board unanimously recommends to the shareholders that they vote in favour of the above resolutions to be
proposed at the forthcoming Annual General Meeting as the Directors intend to do in respect of their own beneficial holdings
totalling 37,091 shares.
EXPLANATORY NOTES TO THE RESOLUTIONS CONTINUED
FURTHER INFORMATION
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FURTHER INFORMATION
103
THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026 THE BIOTECH GROWTH TRUST PLC Annual Report for the year ended 31 March 2026
DIRECTORS
Roger Yates
1
Hamish Baillie
2
Professor Dame Jenny Harries
Geoff Hsu
Dr Nicki Shepherd
Julie Tankard
3
1 Chair of the Board and the Nominations Committee
2 Chair of the Management Engagement Committee and Senior Independent
Director
3 Chair of the Audit Committee and the Valuation Committee
REGISTERED OFFICE
One Wood Street
London EC2V 7WS
WEBSITE
www.biotechgt.com
COMPANY REGISTRATION NUMBER
03376377 (Registered in England)
The Company is an investment company as defined under
Section 833 of the Companies Act 2006.
The Company was incorporated in England on 20 May 1997
as Reabourne Merlin Life Sciences Investment Trust PLC.
ALTERNATIVE INVESTMENT FUND MANAGER,
COMPANY SECRETARY AND ADMINISTRATOR
Frostrow Capital LLP
25 Southampton Buildings
London WC2A 1AL
Telephone: 0203 008 4910
E-Mail: info@frostrow.com
Website: www.frostrow.com
Authorised and regulated by the Financial Conduct Authority.
If you have an enquiry about the Company or if you would
like to receive a copy of the Company’s monthly fact sheet
by e-mail, please contact Frostrow Capital using the above
e-mail address.
PORTFOLIO MANAGER
OrbiMed Capital LLC
601 Lexington Avenue, 54th Floor
New York NY10022 USA
Telephone: +1 212 739 6400
Website: www.orbimed.com
Registered under the U.S. Securities and Exchange
Commission.
INDEPENDENT AUDITOR
BDO LLP
55 Baker Street
London W1U 7EU
DEPOSITARY
J.P. Morgan Europe Limited
25 Bank Street
London E14 5JP
CUSTODIAN AND PRIME BROKER
J.P. Morgan Securities LLC.
Suite 1, Metro Tech Roadway
Brooklyn, NY11201
USA
REGISTRAR
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds LS1 4DL
E-mail: shareholderenquiries@cm.mpms.mufg.com
Telephone (in UK): 0371 664 0300†
Telephone (from overseas): + 44 371 664 0300†
Investor Centre: https://uk.investorcentre.mpms.mufg.com/
Website: www.eu.mpms.mufg.com
Please contact the Registrar if you have a query about a
certificated holding in the Company’s shares.
STOCK BROKER
Winterflood Securities Limited
Riverbank House
2 Swan Lane
London EC4R 3GA
SOLICITORS
Charles Russell Speechlys
5 Fleet Place
London EC4M 7RD
IDENTIFICATION CODES
Shares: SEDOL: 0038551
ISIN: GB0000385517
BLOOMBERG: BIOG LN
EPIC: BIOG
GLOBAL INTERMEDIARY IDENTIFICATION NUMBER
(GIIN): U1MQ70.99999.SL.826
LEGAL ENTITY IDENTIFIER (LEI)
549300Z41EP32MI2DN29
COMPANY INFORMATION
Designed and
printed by:
perivan.com
Disability Act
Copies of this Annual Report and other documents issued by the Company are available from the Company Secretary. If needed, copies
can be made available in a variety of formats, including Braille, audio tape or larger type as appropriate. You can contact the Registrar
to the Company, MUFGCorporate Markets, which has installed telephones to allow speech and hearing impaired people who have
their own telephone to contact them directly, without the need for an intermediate operator, for this service please call 0800 731 1888.
Specially trained operators are available during normal business hours to answer queries via this service. Alternatively, if you prefer to
go through a ‘typetalk’ operator (provided by the RNID) you should dial 18001 followed by the number you wish to dial.
Morningstar Disclaimer
Morningstar 2026. All rights reserved. The information, sourced from Morningstar, contained herein: (1) is proprietary to Morningstar
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any damages or losses arising from any use of this information, except where such damages or losses cannot be limited or excluded by
law in your jurisdiction. Pastperformance is no guarantee of future results.
The Biotech Growth Trust PLC Annual Report for the year ended 31 March 2026
This report is printed on Revive 100% White Silk a totally recycled paper
produced using 100% recycled waste at a mill that has been awarded the
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This report has been produced using vegetable based inks.
A member of the Association of Investment Companies
THE BIOTECH GROWTH TRUST PLC
25 SOUTHAMPTON BUILDINGS
LONDON WC2A 1AL
WWW.BIOTECHGT.COM