Audited Final Results

DSW Capital PLC

28 July 2026

 

28 July 2026

DSW CAPITAL PLC

("DSW Capital", "DSW" or the "Group")

(AIM: DSW)

AUDITED FINAL RESULTS

DSW Capital, a profitable, mid-market, challenger professional services licence network and owner of the Dow Schofield Watts and the DR Solicitors brands, is pleased to announce its Final Results for the year ended 31 March 2026 ("FY26" or the "Period").

The Group entered FY26 a more robust and diverse business, having acquired DR Solicitors in November 2024.  The acquisition strengthened our offering and increased income resilience, reducing our reliance on cyclical M&A activity. DR Solicitors performed strongly in the year, achieving double-digit growth of c.12%, on an annualised basis.  This growth, however, was partially offset by lower M&A activity in the DSW Network, which slowed in the latter part of the year, due to the Iran War alongside other wider macro-economic issues.

The start to the new financial year has been encouraging, with the Network reporting that deal activity is regaining some momentum.  We have expanded our legal offering further, launching a new platform, DSW Legal, which presents an even greater opportunity to mirror the success of the wider DSW Group.  While remaining mindful of ongoing macro-economic uncertainties, the Board is pleased with the strategic direction and progress of the Group.

KPIs

	2026	2025	2024
Revenue (£'000)	6,172	4,855	2,311
Total income (£'000)	6,266	4,965	2,431
Adjusted EBITDA (£'000)	1,667	1,787	626
Adjusted PBT (£'000)	1,307	1,572	507
PBT (£'000)	798	1,301	207
Adjusted PBT margin (%)	21.2	32.4	21.9
PBT margin (%)	12.9	26.8	9
Net Assets (£'000)	9,954	10,015	7,588
Cash generated by operations	1,821	2,031	85

FY26 highlights

Scaling DR Solicitors

·   Consultant headcount increased by 48% to 31, driving growth in Revenue and chargeable hours.

·   Revenue increased by 12%, on an annualised basis, reflecting strong underlying demand and improved utilisation.

·   Recruitment of a specialist corporate legal team (dental and pharmacy) in October 2025, enhancing sector depth.

Strong financial discipline

·   Strong cash generation delivered 109% operating cash conversion, with cash of £2.0m at 31 March 2026, after repaying £1.0m of the Group's £3.0m OakNorth revolving credit facility.

·   Proposed final dividend of 2.0p (FY25: 2.0p), taking total FY26 dividend to 3.2p (FY25: 3.0p).

Strategic progress

·   Acquisition and integration of DR Solicitors progressing well, supported by investment in central infrastructure and a one‑platform operating model.

·   Diversification advanced materially, reducing the Group's reliance on M&A, which now accounts for only 31% of total income (FY25: 55%).

Operational Excellence

·   Appointment of a Head of Operations and investment in IT Resources to support the expansion of the DSW Platform model.

·   Recruitment of Sales team in DR Solicitors to increase opportunities and strengthen conversion rates.

·   Launch of the Group's AI strategy, including trials of selected tools to:

-      support technology-enabled client delivery;

-      streamline onboarding processes; and

-      enhance talent attraction and retention.

Current trading and outlook

·   Encouraging start to FY27, with the Network reporting deal activity regaining some momentum.

·   Acquisition of Integer Advisory Limited by an existing licensee, supported by DSW Capital, to bolster capability in public sector advisory.

·   In July 2026, a Transaction Services business in Southampton was added to the Network, further expanding our geographic reach.

·   The Group is performing well and trading in line with Board expectations, with a growing pipeline of opportunities to further scale the platform.

·   Legal division scaling accelerated through:

-      launch of DSW Legal; and

-      appointment of James Mallendar, Managing Director, overseeing both DR Solicitors and DSW Legal.

Shru Morris, Chief Executive Officer, said:

"While FY26 had its challenges, the business is undoubtedly more resilient than it has ever been and is well placed to grow and achieve further diversification of its income streams.  The growth of the newly launched DSW Legal platform provides a material opportunity to diversify the Group further and replicate the success of the DSW platform model, which empowers high-quality professionals to build and grow their own businesses within the Network.

"Our strategic priorities are to grow the number of high-quality professionals across the Group, expand DSW Legal into a national legal platform, and build collaboration and cross-referral opportunities across the Network.  The addition of a new licensee in Southampton in July further strengthened our geographical footprint and regional presence, providing a compelling alternative to larger firms.

"We continue to invest in technology and AI-enabled solutions, to improve efficiency and scalability, while strengthening the DSW brand and market presence.  Alongside this, we are pursuing selective acquisitions, team hires, and other strategic opportunities to enhance shareholder value.

"While ongoing geopolitical uncertainty and changes in Government make market conditions challenging, the strength and diversity of our portfolio, including our activity in the more resilient healthcare sector, position us well to maintain profitability and deliver sustainable growth.

"I thank all our licensees and clients for their commitment to the Group in FY26 and encourage them to embrace the opportunities and challenges presented in the year ahead."

Dividend and Record Pay Date

The record date for the Group's proposed final dividend of 2.0 pence per share is 11 September 2026 and the dividend payment date is 5 October 2026.  The ex-dividend date is 10 September 2026. The Group's ISIN and TIDM are GB00BNG9H550 and DSW, respectively.

Notice of AGM

The Group's annual general meeting ("AGM") will be held at 09:00 hrs on 30 September 2026 at Daresbury Park Hotel, Warrington, WA4 4BB.  Notice of the AGM will be posted with copies of the Group's report and accounts on 27 August 2026.  Copies will also be available at this date on the Group's website: https://dswcapital.com/investors/.

Vesting of Share Option Award

The Board announces that the Remuneration Committee has completed its assessment of the performance conditions attaching to the share option award granted to James Dow in August 2022 under the Company's long-term incentive arrangements. Following this review, the Remuneration Committee determined that the relevant performance conditions had been partially met and, accordingly, 46,933 share options granted to James Dow out of a total entitlement of 221,629 share options have vested. The 46,933 vested share options will be satisfied through the transfer of existing ordinary shares held by the Company's Employee Benefit Trust. No new ordinary shares will be issued by the Company in connection with the vesting of the award and, as a result, the satisfaction of the award will not cause any dilution to existing shareholders.

Definitions:

Adjusted EBITDA - Adjusted EBITDA is defined as adjusted profit before tax amended to add back net finance costs, depreciation, amortisation, impairment of loans due from associated undertakings, and deduct finance income .

Adjusted Profit Before Tax - Adjusted profit before tax which is defined as profit before tax adjusted for items not considered part of underlying trading, which in the current and prior year primarily comprise share-based payments, amortisation of intangible assets arising on acquisition, and acquisition-related costs.

Network Revenue - Network Revenue is defined as total revenue earned by licensees and DR Solicitors, as opposed to total revenue reported by the Company.

Operating Cash Conversion - Operating Cash Conversion is defined as cash generated by operations divided by Adjusted EBITDA.

Total income - Statutory Revenue from DSW licensees and DR Solicitors plus share of results of associates.

Enquiries:

DSW Capital Shru Morris, CEO Pete Fendall, CFOO	Tel: [phone]
Shore Capital (Nominated Adviser & Broker) James Thomas/Mark Percy/George Payne (Corporate Advisory)	Tel: [phone]
Rawlings Financial PR Limited Cat Valentine	[e-mail] Tel: [phone]

About DSW Capital

DSW Capital, owner of the Dow Schofield Watts and DR Solicitors brands, is a profitable, mid-market, challenger professional services network with a cash generative business model and scalable platform for growth.  Originally established in 2002, by three KPMG alumni, Dow Schofield Watts is one of the first platform models disrupting the traditional model of accounting professional services firms. DSW Capital operates licensing arrangements with its businesses and has over 130 Fee Earners across 12 offices in the UK.  These businesses trade primarily under the Dow Schofield Watts and DR Solicitors brands.

DSW Capital's vision is for our brands to become the most sought-after destinations for ambitious, entrepreneurial professionals to start and develop their own businesses.  Through a licensing model, DSW Capital gives professionals the autonomy and flexibility to fulfil their potential.

Being part of the DSW Capital group brings support benefits in recruitment, funding and infrastructure.  DSW Capital's challenger model attracts experienced, senior professionals, predominantly with a "Big 4" accounting firm or "Magic Circle" legal background, who want to launch their own businesses and recognise the value of DSW Capital's brands and the synergies which come from being part of the network.

DSW Capital aims to scale its agile model through organic growth, geographical expansion, additional service lines and acquisitions. The Directors are targeting high margin, complementary, niche service lines with a strong synergistic fit with the existing network.

CHAIR'S STATEMENT

On behalf of the Board, I would like to start by thanking all our colleagues across the business for their unwavering commitment and support throughout the year. Below are DSW Capital's results for the year ended 31 March 2026. 

Trading was steady in FY26 until the latter part of the period, when deal activity declined due to the Iran war and broader economic uncertainty. This was partly mitigated by strong revenue growth at DR Solicitors, its first full year of trading within the Group, and continued growth in consultants across the DR Solicitors platform, which supported profitability and cash generation.

It was great to see the considerable efforts of our colleagues recognised in Experian's list of the Most Active UK Corporate Finance Advisers by Number of Deals 2025. The DSW Network rose one place to 14^th in the rankings (2024: 15^th), our highest achievement in recent years.

Central investments in marketing, AI, client onboarding, and infrastructure continue to strengthen our platform and support long-term, sustainable growth. With a strong balance sheet and robust capital base, DSW Capital remains well-positioned to grow both organically and through the strategic acquisition of talented individuals and teams as opportunities arise.

Long-term vision and strategy

Our long-term vision remains clear and compelling: to empower ambitious professionals to build and grow successful businesses within an entrepreneurial environment, and to establish DSW as the UK's leading professional services group run by entrepreneurs, for entrepreneurs. This vision underpins every strategic decision we make and continues to differentiate us from traditional professional services firms.

The strength of our model lies in combining entrepreneurial freedom with the benefits of a larger platform. By providing infrastructure, governance, technology, marketing support and access to a broad referral network, we enable talented individuals and teams to focus on what they do best - delivering exceptional outcomes for clients while building valuable businesses of their own.

The acquisition of DR Solicitors represented a transformational milestone in the Group's evolution, providing DSW with a high-quality legal platform and creating significant opportunities to diversify our service offering. The business has traded strongly since acquisition and has validated our belief that the DSW model can be successfully applied across professional services disciplines beyond corporate finance and accountancy.

Building on this success, we launched DSW Legal during the year. DSW Legal broadens our appeal beyond DR Solicitors' established healthcare specialism and provides a platform to attract entrepreneurial lawyers and legal teams operating across a wide range of disciplines, including corporate, commercial, employment, dispute resolution, real estate, private client and other complementary practice areas. Our objective is not simply to build a law firm, but to create a nationwide legal advisory platform that mirrors the entrepreneurial culture and flexibility that has underpinned DSW's success to date.

The strategic rationale is compelling. The Group now supports client relationships across its network, creating significant opportunities for collaboration and cross-referral between legal and financial advisory teams. By bringing together complementary professional services under one platform, we can deepen client relationships, increase service penetration, improve client retention and generate additional revenue opportunities across the Group.

Looking ahead, we see substantial opportunities to attract high-calibre professionals who increasingly seek autonomy, flexibility and a stronger alignment between personal performance and financial reward. The legal sector, in particular, continues to experience structural change, with many experienced practitioners actively seeking alternatives to traditional partnership models. DSW is uniquely positioned to benefit from these trends.

With a diversified and increasingly resilient business model, a strong balance sheet and a growing network of ambitious professionals, we believe the Group is well positioned to deliver long-term sustainable growth and create value for shareholders, clients and colleagues alike.

People and Diversity

Our colleagues remain central to everything we do and achieve. Creating a positive, dynamic culture that is attractive to talent and enables our people to thrive continues to be the top priority for the Board. We are proud of the entrepreneurial spirit that defines the DSW Network and are committed to fostering an environment in which individuals feel empowered, supported, and valued.

Diversity is at the core of DSW's model and a cornerstone of our ESG strategy. We firmly believe that a broad range of perspectives enhances innovation, decision-making, and long-term success. Our commitment to diversity extends beyond gender to include ethnicity, sexual orientation, gender identity, social mobility, disability, and other factors that may lead to disadvantage in other environments.

As our Network grows, we will continue to ensure that DSW is a place in which all professionals, regardless of background, can succeed. Our commitment to inclusion is embedded in DSW's culture and will continue to guide how we welcome new individuals and businesses into the Group.

Technology

Technology continues to play a vital role in enabling the DSW model and supporting the success of our licensees. We are committed to investing in the right technologies to protect our licensees and their clients, while keeping pace with the rapidly evolving IT landscape. AI has remained a key focus for the platform, with selected trials and implemented solutions beginning to deliver measurable benefits across the Group by improving efficiency, supporting teams and enabling Fee Earners to focus on high-value client work. We've seen particular success using AI with our document production, research and project management.

With this ongoing investment, our licensees are empowered to fully embrace the flexibility and autonomy that define the DSW model, choosing how and where their teams work to maintain a strong work-life balance and foster greater collaboration.

As we look ahead, technology will remain a cornerstone of our strategy, enabling growth, safeguarding our operations, and ensuring we can continue to deliver a premium experience for our licensees and their clients.

Board and Governance

The Board consists of five directors, two of whom are executive directors and three non-executive directors. Two non-executive directors, Jillian Jones and I, are considered independent. The current Board reflects a blend of different experience and backgrounds and is considered appropriate for the scale of the business.

The Board is supported by two committees, namely the Audit and Risk Committee and the Remuneration and Nominations Committee, with formally delegated duties and responsibilities.

During the year we conducted an external Board Effectiveness review which highlighted the boards strong commitment to its purpose and long-term value creation as our key strengths. Some areas to further strengthen the board's effectiveness which we've taken on board and are already beginning to implement in FY27.

I am happy to report that DSW has complied with the updated QCA Corporate Governance Code 2023 throughout FY26, and you can find more information on our governance arrangements, including further details from our Board Effectiveness Review, in the Corporate Governance Statement on pages 41-44 of the Annual Report.

Our approach to Risk

At DSW, we take a proactive and structured approach to risk management, beginning at the highest level with the Board. Alongside my fellow directors, I continue to closely monitor and assess the risks facing the Group, ensuring that robust mitigation strategies are in place to protect the business and support sustainable growth.

Supporting the DSW Network in managing risk has remained a key priority throughout the year. We have delivered targeted interventions such as Compliance Inductions and Risk Management Workshops for newly established licensee businesses, which have been positively received. Notably, following the acquisition of DR Solicitors, we held a dedicated Risk Management Workshop to ensure alignment with DSW's risk framework and to establish a register of principal risks relevant to their operations.

We continue to invest in our compliance infrastructure, providing relevant guidance and training to promote a proactive, informed approach to risk management across the Network. This commitment ensures that our licensees are well-equipped to navigate an increasingly complex regulatory environment while maintaining the highest standards of professionalism and integrity.

For more detail, please refer to Risk Management section on pages 35-38 of the Annual Report.

Environmental, Social and Governance ("ESG")

As a Board, we understand and welcome the increasing importance of ESG to our investors, employees, and clients. We are committed to creating positive, long-term interactions with all stakeholders and view ESG as a fundamental part of how we operate and grow the business.

The Group's ESG cornerstones and priority areas remain high on the Board's agenda. We are pleased to publish our ESG Report within this year's Annual Report. It provides a comprehensive review of our progress to date and the meaningful actions we are taking in areas in which we can have the greatest impact. You can read more about our initiatives and performance in the Environmental, Social and Governance Report on pages 30-34 of the Annual Report.

We also continue to make voluntary Streamlined Energy and Carbon Reporting (SECR) disclosures, recognising the vital role all businesses must play in reducing carbon emissions and improving energy efficiency. Further details can be found in the Directors' Report on pages 50-54 of the Annual Report.

Our commitment to ESG is not just led by compliance, it is centred on building a responsible, resilient business, which creates long-term value for all stakeholders.

Dividend

Following the strong performance in FY26, the Board is pleased to propose a final ordinary dividend of 2.0 pence per share for the year ended 31 March 2026. This brings the total dividend for the year to 3.2 pence per share.

This decision not only reflects the Group's financial performance during the year but also the successful diversification of the business, particularly through the ownership of DR Solicitors, which has significantly reduced the Group's exposure to M&A activity.

An interim dividend of 1.2 pence per share in respect of the six months to 30 September 2025 was paid on 16 January 2026. If the proposed final dividend is approved by shareholders, it will bring the total cumulative dividends paid to shareholders post-IPO to 16.18 pence per share.

The Board remains committed to delivering long-term value to shareholders and is confident that the progressive dividend policy reflects the Group's strengthened position and future growth potential.

Outlook

While we remain mindful of the broader macro-economic environment, and its potential impact on market activity, the strength of our model, the quality of our licensees, and the agility of our leadership team give us confidence in our ability to navigate challenges and seize new opportunities.

The Board looks forward to FY27 with cautious optimism and remains excited about the long-term prospects for the Group.

Heather Lauder

Independent Non-Executive Chair

CHIEF EXECUTIVE OFFICER'S REVIEW

I am pleased to report on the year ended 31 March 2026, which includes a strong first full year contribution from DR Solicitors, acquired in November 2024.

The Group delivered profitability and cash generation, despite ongoing challenges in the M&A market, particularly in the latter part of the year, as geopolitical uncertainty arising from the Iran war and a softer economic backdrop impacted deal flow considerably.

Notwithstanding these conditions, Revenue in DR Solicitors grew by 12%, supported by an increase in consultant numbers at DR Solicitors. We strengthened the firm's market position and continued to attract high-quality consultants, including those capable of originating work for the newly established DSW Legal division.

Our vision to empower entrepreneurs remains highly relevant, and this year's performance reflects the strength of our platform, our people, and our purpose.

Network Revenue was £22.8m (FY25: £25.8m), reflecting the inclusion of a full year of DR Solicitors, which was offset by lower M&A activity in the DSW Network, following an exceptional FY25 driven by "Beat the Budget" transactions. Total Income from Licensees increased to £6.3m (FY25: £5.0m).

The Board's strategic priority remains to grow a resilient and diversified group of licensee businesses. As planned, the acquisition, and subsequent growth of DR Solicitors, has materially reduced the Group's reliance on M&A, with M&A contributing 31% of Total Income in FY26, down from 55% in FY25 which is clear evidence of strategy execution.

I am pleased to welcome James Mallender as Managing Director of DR Solicitors and the newly launched DSW Legal. James brings thirty years' experience from across both leading City law firms and high-growth legal businesses. Having qualified as a real estate lawyer with SJ Berwin, he made the move to international firm Womble Bond Dickinson, becoming a partner in 2008.

Realising the partnership model wasn't for him, James left in 2012 to help grow the legal start-up, The Legal Director. As one of the first platform law firms, James built and ran the firm's recruitment function, alongside developing its go-to-market and overall strategy. By the time he left in 2025, the business had established itself as the UK's largest provider of fractional general counsel services to businesses. James will succeed Daphne Robertson and Nils Christiansen, the founders of DR Solicitors, who left the business in July 2026. On behalf of the Board, I would like to thank Daphne and Nils for their dedication and commitment to the successful transition of DR Solicitors into the DSW Group, and for their continued support of the business.

Our focus for FY27 is on attracting additional licensees and consultants, driving further growth at DR Solicitors, and launching DSW Legal. This platform will provide top legal talent with an alternative career path, enabling them to build their own businesses under a recognised brand, supported by central infrastructure, strategic guidance and start-up capital, mirroring the success of the DSW licensee model.

Resilient Profitability

Adjusted EBITDA decreased by 7% to £1.67m (FY25: £1.79m), reflective of the impact of reduced deal activity in the last quarter of FY26 and increased investment in DR Solicitors.

Revenue increased by 27% to £6.3m (FY25: £4.9m) and Adjusted Profit before Tax decreased to £1.3m (FY25: £1.6m), with the decline in profitability attributable to the sharp decline in M&A towards the end of FY26 and increased investment in DR Solicitors.  FY25 included £3.0m of supernormal Network Revenue, as a high number of business sellers 'beat the budget', delivering an unusually high level of profitability in that year.

Strong Cash Generation

The Group continues to generate strong cash flows and maintains a robust balance sheet.  At 31 March 2026, cash balances were £2.0m, with net cash of £0.1m, following a £1.0m repayment of the £3.0m OakNorth revolving credit facility and dividend payments of £0.8m during the year.

Operating cash flow remained strong in the year at £1.8m, representing an operating cash conversion of approximately 109%.

Strategy and Execution

Our vision remains to empower pioneers through the DSW platform, enabling individuals to build and grow their own businesses. The acquisition and subsequent growth of DR Solicitors is a clear demonstration of this strategy in action, enhancing the resilience and diversification of the Group. It has materially reduced the Group's historic reliance on cyclical M&A activity, with M&A representing a lower proportion of Total Income in FY26 compared with prior periods. This diversification helped mitigate the impact of geopolitical uncertainty, including the Iran war, and the associated slowdown in deal activity.

During FY26, we focused investment on scaling DR Solicitors, enhancing marketing capabilities, and developing a new legal proposition. These initiatives are strengthening the platform and supporting future growth. DR Solicitors delivered 12% annualised revenue growth in FY26 and, whilst also increasing headcount and opportunity generation.

We invested in a Corporate Healthcare team, strengthening our expertise in this lucrative and more resilient sector and contributing to both direct growth and cross‑referral opportunities across the Group.

In addition, we expanded the legal platform to include "Originating Consultants", professionals who bring their own work and client relationships. This provides a scalable route to growth, increasing fee earner headcount and enhancing cross‑selling potential across the Group.

Professional Headcount

Our growth strategy remains centred on recruiting Partners, teams, and Fee Earners to expand the existing licensee businesses.

At the year end, total fee earner headcount, including Partners, remained broadly stable at 135 (FY25: 136), with attrition from two non-core licensee businesses being broadly offset by growth across DSW and DR Solicitors.

Since March 2013, fee earner numbers have increased from 30 to 135, representing a compound annual growth rate of over 12%. Since AIM admission in December 2021, the Group has added 53 Fee Earners.

Our recruitment focus during the year was to expand the DR Solicitors Fee Earners.  We delivered annual consultant growth of 48%. In October 2025, we also onboarded a specialist Corporate Legal team, focused on dental and pharmacy law, further strengthening our healthcare offering.

Partner and consultant recruitment remains a core driver of long-term shareholder value. Since the year end, we have made a key strategic appointment on the South Coast and contributed funding for the acquisition of Integer Advisory Limited in June 2026, by an existing licensee, bringing three new Partners to the Network.

Empowering Entrepreneurs

DSW has been empowering entrepreneurs since 2002, building a platform model that challenges traditional advisory and legal structures and enables individuals to operate with autonomy and entrepreneurial freedom.

The structural change across both sectors, driven by consolidation and private equity investment, continues to reshape these markets. Against this backdrop, our model offers a compelling alternative for senior professionals seeking independence, flexibility, and a clear path to value creation.

Our Partners are empowered to run their own businesses, with the freedom to determine how, where, and with whom they work.  On behalf of the Board, I would like to thank all our Partners and their teams for their continued commitment and contribution.

Strength in Our Brand

Maintaining a strong and differentiated brand proposition remains critical, particularly within the UK mid-market. Our focus is on attracting high-quality professionals across both accountancy and legal sectors.

As at 31 March 2026, 44% of DSW Partners and employees had previously worked in Big Four firms, while 20% of DR Solicitors professionals had backgrounds in Magic or Silver Circle firms.

Our corporate finance and due diligence capabilities continue to drive national recognition. In 2025, Experian ranked DSW as the 14th most active M&A adviser in the UK by number of deals (2024: 15th; 2023: 19th).

DR Solicitors was also recognised as the 6th top hiring firm among platforms with fewer than 30 consultants in the 2025 CODEX report, reflecting the strength of our model in attracting high-quality legal talent.

Optimising Our Platform

During FY26, we continued to focus on operational excellence, investing in central support functions across IT, operations, finance, client onboarding and paralegal services.  These investments are critical to delivering a best-in-class platform, enabling Fee Earners to focus on client service and value creation, while benefiting from high-quality infrastructure and support.

Technology and AI remain  key areas of focus. We have progressed the evaluation and deployment of AI-enabled solutions to enhance both client delivery and internal efficiency, supporting Fee Earners in prioritising higher-value activities.

The central operations team has played a pivotal role in these developments, and I would like to thank them for their continued commitment and contribution.

International Network

DSW has an established partnership network of global advisory firms, called "Pandea Global M&A". Pandea Global M&A comprises selected independent firms with a primary focus on the origination and execution of middle market M&A activities. We believe this network of 41 member firms, with 400 dealmaking professionals in 68 offices across 36 countries, is one of the top five largest international M&A advisor networks. 

The Pandea network increases DSW's access to overseas buyers, investors, and valuable local knowledge, while providing its UK-based clients with access to an enlarged pool of acquisition targets. The Pandea network delivered 227 deals in 2025, some of which were engaged across Pandea teams, demonstrating the referral opportunities it provides.

Looking Ahead 

Over the past three years, the Group has demonstrated resilience and adaptability, evolving into a broader and more integrated professional services platform. The acquisition of DR Solicitors has strengthened our offering and reduced reliance on M&A income, positioning the Group to capture a greater share of the mid-market. The launch of DSW Legal provides an even greater opportunity to mirror the success of the wider DSW Group, and we are excited by the opportunities this new platform presents.

Our strategic priorities remain focused on:

●	growing the number of high-quality professionals operating across the Group;
●	expanding DSW Legal into a significant national legal platform;
●	increasing collaboration and cross-referral opportunities across the Network;
●	investing in technology and AI-enabled solutions to improve efficiency and scalability;
●	strengthening the DSW brand and market presence;
●	pursuing selective acquisitions, team hires and strategic opportunities that enhance shareholder value.

Trading in the early part of the new financial year has been encouraging, despite continued geopolitical and macroeconomic uncertainty.  While mindful of these uncertainties and the upcoming Budget, the Group remains financially strong, with robust cash generation, a scalable model, and a low fixed cost base. We are building a strong and resilient business, capable of delivering sustainable growth and long-term shareholder value.  The prospects and opportunity for the Group remains strong and we face the future with confidence.

Shrutisha Morris 

Chief Executive Officer 

CHIEF FINANCE & OPERATING OFFICER'S REVIEW

Key Performance Indicators

The following KPIs are used by management to monitor the financial performance of the Group:

	2026	2025	2024
Revenue (£'000)	6,172	4,855	2,311
Total income (£'000)	6,266	4,965	2,431
Adjusted EBITDA (£'000)	1,667	1,787	626
Adjusted PBT (£'000)	1,307	1,572	507
PBT (£'000)	798	1,301	207
Adjusted PBT margin (%)	21.2	32.4	21.9
PBT margin (%)	12.9	26.8	9.0
Net Assets (£'000)	9,954	10,015	7,588
Cash generated by operations	1,821	2,031	85

The Group also measures its performance using the following KPIs which are derived from the performance of the DSW Network:

	2026	2025	2024
Total revenue of all Network licensees (£'000)	22,776	25,844	15,975
Revenue per Fee Earner (£'000)	163	214	153
Revenue per Partner (£'000)	445	507	320
Fee Earners (Closing Number)	135	136	107
Fee Earners (Average Number)	140	121	104

"FY26 demonstrates the resilience of our platform model, delivering strong cash generation and profitability despite a more challenging M&A environment. The continued growth of DR Solicitors and our broader diversification strategy have enhanced both the quality and sustainability of our earnings. We are pleased that the Group has continued to deliver strong financial outcomes while advancing our strategic priorities."

FY26 includes the first full year contribution from our acquisition, DR Solicitors, and was a year of continued strategic progress, set against a more challenging macroeconomic backdrop.

From a financial perspective, FY26 reflects both the benefits of strategic diversification and the normalisation of market conditions, compared to the exceptional prior year.  While FY25 benefited from unusually strong M&A activity, including a significant level of "supernormal" transactions ahead of anticipated tax changes, FY26 saw more typical levels of activity through much of the year. However, deal flow slowed towards the end of the period, particularly from February 2026, as geopolitical uncertainty arising from the Iran conflict impacted market sentiment. This contributed to increased uncertainty around inflation and the timing of interest rate cuts, resulting in a short-term deferral of transactions as clients adopted a more cautious approach.

Notwithstanding these conditions, the Group delivered resilient profitability and strong cash generation, demonstrating the resilience, scalability and cash-generative nature of our platform model.

Revenue and Network Performance

Network Revenue for the year was £22.8m (FY25: £25.8m), reflecting lower M&A activity compared to the exceptionally strong prior year, which benefited from a significant level of 'supernormal' transactions.

Total income increased to £6.3m (FY25: £5.0m), supported by a full year contribution from DR Solicitors and growth in non-M&A income streams.

Statutory revenue increased by 27% to £6.2m (FY25: £4.9m), reflecting the continued scaling of DR Solicitors and the broader platform.

The Group continues to make progress in reducing reliance on M&A, with a more diversified revenue base supporting increased resilience across market cycles.

Fee Earner Performance

Fee earner headcount remained stable at 135 (FY25: 136), with attrition from two non-core businesses offset by growth across both the DSW Network and DR Solicitors.

Revenue per fee earner reduced to £163k (FY25: £214k), reflecting lower levels of M&A activity compared to the prior year, which benefited from a significant volume of "supernormal" transactions.

Notwithstanding this, the Group continues to demonstrate strong underlying productivity and remains well positioned to benefit from a recovery in transactional activity, supported by a stable and high-quality fee earner base.

Profitability and Alternative Performance Measures

Statutory profit before tax was £0.8m (FY25: £1.3m), reflecting higher amortisation of acquired intangible assets of £0.3m (FY25: £0.1m), increased finance costs of £0.3m (FY25: £0.2m) associated with the Group's revolving credit facility, together with a full year contribution from DR Solicitors' cost base and continued investment in the platform.

The Group uses Alternative Performance Measures ("APMs") to provide additional insight into the underlying performance of the business. These measures are not defined under IFRS and may not be directly comparable with similarly described measures used by other companies.

The key APMs used by the Group are:

●	adjusted EBITDA, defined as adjusted profit before tax amended to add back net finance costs, depreciation, amortisation, impairment of loans due from associated undertakings, and deduct finance income; and
●	adjusted profit before tax, defined as profit before tax adjusted for items not considered part of underlying trading, which in the current and prior year primarily comprise share-based payments, amortisation of intangible assets arising on acquisition, and acquisition-related costs.

The Directors believe these measures provide a clearer view of the underlying trading performance and cash-generative nature of the business by removing items that are non-cash or not reflective of ongoing operations.

Adjusted PBT and Adjusted EBITDA are calculated as follows:

	2026 (£000's)	2025 (£000's)
Profit before tax	798	1,301
Share based payments	168	104
Acquisition costs	-	25
Amortisation of intangible assets recognised on acquisition accounting	341	142
Adjusted PBT	1,307	1,572
Impairment of loans due from associated undertakings	80	62
Finance costs	294	173
Depreciation	172	169
Amortisation	43	43
Finance Income	(230)	(232)
Adjusted EBITDA	1,667	1,787

Adjusted EBITDA decreased to £1.67m (FY25: £1.79m), reflecting lower deal activity in the final quarter with a large proportion being due to timing of deal completions.

Adjusted profit before tax remained strong at £1.3m (FY25: £1.6m), with an adjusted margin of 21.2% (FY25: 32.4%), reflecting the normalisation of M&A activity compared to the prior year.

The share-based payment charge in the year was £0.2m, increasing from £0.1m in the prior year. The increase is due to the cumulative impact of share options being awarded to the executive management team in line with the Performance Share plan rules. Further details can be found in note 24.

Central Costs and Investment

The Group remains focused on maintaining a lean central cost base, whilst continuing to invest selectively in areas that support scalable growth and enhance the platform.

Administrative expenses increased to £4.0m (FY25: £3.2m), primarily driven by:

●	the inclusion of a full year of DR Solicitors;
●	investment in marketing and brand development;
●	continued enhancement of technology and operational infrastructure; and
●	expansion of central support functions.

These investments are aligned with the Group's strategy to build a best-in-class platform, supporting both licensees and legal consultants and enabling long-term value creation.

Earnings Per Share

Earnings per share decreased year on year, reflecting lower statutory profitability driven by reduced M&A activity, together with higher amortisation of acquired intangible assets and increased finance costs following the DR Solicitors acquisition.

Adjusted basic earnings per share for the year is 4.0p (FY25: 5.0p). Adjusted EPS removes the impact of share-based payment charges, amortisation of acquired intangibles and acquisition-related costs, providing a more consistent measure of underlying performance.

Cash Flow and Liquidity

The Group continues to generate strong cash flows, reflecting the structural advantages of our platform model, which benefits from low working capital requirements and a flexible cost base.

Cash generated from operations was £1.8m (FY25: £2.0m), representing operating cash conversion of approximately 109%. This level of cash conversion reflects the structural efficiency of the Group's platform model and remains a key differentiator compared to traditional professional services firms.

Net cash inflow from operating activities was £1.4m (FY25: £1.4m), after corporation tax payments of £0.5m.

During the year, the Group:

●	repaid £1.0m of our revolving credit facility;
●	paid dividends of £0.8m; and
●	continued to invest in the platform.

As a result, cash balances at 31 March 2026 were £2.0m (FY25: £2.7m), with net cash of £0.1m following partial repayment of the Group's borrowings.

The Group retains a strong liquidity position and remains well positioned to fund future growth.

Balance Sheet and Capital Structure

The Group maintains a strong balance sheet, with net assets of £10.0m (FY25: £10.0m).

Intangible assets of £6.6m primarily relate to goodwill and customer relationships arising from the acquisition of DR Solicitors. These assets are amortised over their useful lives and are subject to ongoing impairment review.

Net debt at the year-end was modest, reflecting the Group's strong cash generation and disciplined capital management. The Group remains comfortably within its banking covenants and has significant headroom within our revolving credit facility.

Dividend

The Board is committed to a progressive dividend policy, reflecting the Group's strong cash generation and its confidence in the long-term prospects for the business.

Dividends of £0.8m were paid during the year (FY25: £0.4m), and the Board has proposed a final dividend of 2.0 pence per share, subject to shareholder approval.

Outlook

The Group enters FY27 with a strong balance sheet, robust cash generation, and an increasingly diversified revenue base.

While macroeconomic uncertainty may continue to impact M&A activity in the near term, the Group's strategic expansion into legal services and the continued growth of DR Solicitors provide resilience and additional growth opportunities.

The Board remains focused on:

●	scaling DR Solicitors and the DSW Legal platform;
●	attracting high-quality Partners, teams and consultants;
●	maintaining disciplined cost control; and
●	delivering strong cash generation and returns to shareholders.

The Group is well positioned to deliver sustainable growth and long-term shareholder value.

Pete Fendall

Chief Finance & Operating Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March 2026

		2026		2025
	Note	£'000		£'000
Continuing operations
Revenue	4	6,172		4,855
Cost of Sales		(1,362)		(582)
Gross profit		4,810		4,273
Share of results of associates	15	94		110
Share of results of jointly controlled entity	16	63		96
Administrative expenses		(4,025)		(3,175)
Operating profit		942		1,304
Finance income	8	230		232
Impairment of loans due from associated undertakings		(80)		(62)
Finance costs	9	(294)		(173)
Profit before tax		798		1,301
Income tax	10	(239)		(317)
Profit for the year	5	559		984
Total comprehensive income for the year attributable to owners of the Company		559		984
Earnings per share
From continuing operations
Basic	12	£0.02		£0.04
Diluted	12	£0.02		£0.04

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March 2026

			2026			2025
	Note		£'000			£'000
Non-current assets
Intangible assets	13		6,568			6,952
Property, plant and equipment	14		177			297
Lease receivable	23		-			31
Investments	17		1,518			1,507
Investments in associates	17		131			182
Interests in jointly controlled entities	17		85			73
Prepayments and Accrued Income	18		711			744
			9,190			9,786
Current assets
Trade receivables	18		1,303			1,354
Prepayments and Accrued Income	18		983			839
Other receivables	18		595			763
Lease receivable	23		30			50
Cash and bank balances			2,029			2,683
			4,940			5,689
Total assets			14,130			15,475
Current liabilities
Trade payables	21		539			499
Other taxation	21		291			410
Other payables	21		143			71
Accruals and Deferred Income	21		585			553
Current tax liabilities	21		62			202
Lease liability	23		58			162
Dilapidation provision	21		89			-
			1,767			1,897
Net current assets			3,173			3,792
Bank loan	21		1,846			2,771
Deferred tax provision	20		563			649
Lease liability	23		-			58
Dilapidation provision	21		-			85
			2,409		3,563
Total liabilities			4,176		5,460
Net assets			9,954		10,015
Equity
Share capital	22		63		63
Share premium			5,268		5,268
Share-based payment reserve			594		575
Merger reserve			1,738		1,738
Retained earnings			2,291		2,371
Total Equity attributable to owners of the Company			9,954		10,015

The financial statements were approved by the board of directors and authorised for issue on 28 July 2026. They were signed on its behalf by:

Peter Fendall

Director

28 July 2026

COMPANY STATEMENT OF FINANCIAL POSITION

As at 31 March 2026

			2026			2025
	Note		£'000			£'000
Non-current assets
Intangible assets	13		610			653
Property, plant and equipment	14		55			60
Lease receivable	23		-			31
Investments	17		7,809			7,798
Investments in associates	17		131			182
Interests in jointly controlled entities	17		85			73
Prepayments and Accrued Income	18		711			744
Other receivables	18		200			155
Deferred tax asset	20		8			6
			9,609			9,702
Current assets
Trade receivables	18		814			1,194
Prepayments and Accrued Income	18		373			449
Other receivables	18		595			763
Current tax asset			17			-
Lease receivable	23		30			50
Cash and bank balances			1,477			2,356
			3,306			4,812
Total assets			12,915			14,514
Current liabilities
Trade payables	21		271			211
Other taxation	21		128			268
Other payables	21		993			781
Accruals and Deferred Income	21		87			317
Current tax liabilities	21		-			80
Lease liability	23		34			56
Dilapidation provision	21		1			-
			1,514			1,713
Net current assets			1,792			3,099
Non-current liabilities
Bank loan	21		1,846			2,771
Lease liability	23		-			34
Dilapidation provision	21		-			1
			1,846		2,806
Total liabilities			3,360		4,519
Net assets			9,555		9,995
Equity
Share capital	22		63		63
Share premium			5,268		5,268
Share-based payment reserve			594		575
Merger reserve	22		1,738		1,738
Retained earnings			1,892		2,351
Total Equity attributable to owners of the Company			9,555		9,995

The profit after tax for the Company was £180,000 (2025: £798,000). Under s408 of the Companies Act 2006, the company is exempt from the requirement to present its own income statement.

The financial statements on were approved by the board of directors and authorised for issue on 28 July 2026. They were signed on its behalf by:

Peter Fendall

Director

28 July 2026

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2026

	Share capital	Share premium	Share-based payments reserve	Merger reserve	Retained earnings	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 March 2024	55	5,268	498	-	1,767	7,588
Profit for the year	-	-	-	-	984	984
Dividends	-	-	-	-	(407)	(407)
Share-based payments	-	-	104	-	-	104
Issue of shares in year	8	-	-	1,738	-	1,746
Reserves transfer (Note 24)	-	-	(27)	-	27	-
Balance at 31 March 2025	63	5,268	575	1,738	2,371	10,015
Profit for the year	-	-	-	-	559	559
Dividends	-	-	-	-	(788)	(788)
Share-based payments	-	-	168	-	-	168
Issue of shares in year	-	-	-	-	-	-
Reserves transfer (Note 24)	-	-	(149)	-	149	-
Balance at 31 March 2026	63	5,268	594	1,738	2,291	9,954

COMPANY STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2026

	Share capital	Share premium	Share-based payments reserve	Merger reserve	Retained earnings	Total equity
	£'000	£'000	£'000	£'000	£'000	£'000
Balance at 31 March 2024	55	5,268	498	-	1,933	7,754
Profit for the year	-	-	-	-	798	798
Dividends	-	-	-	-	(407)	(407)
Share-based payments	-	-	104	-	-	104
Issue of shares in year	8	-	-	1,738	-	1,746
Reserves transfer (Note 24)	-	-	(27)	-	27	-
Balance at 31 March 2025	63	5,268	575	1,738	2,351	9,995
Profit for the year	-	-	-	-	180	180
Dividends	-	-	-	-	(788)	(788)
Share-based payments	-	-	168	-	-	168
Issue of shares in year	-	-	-	-	-	-
Reserves transfer (Note 24)	-	-	(149)	-	149	-
Balance at 31 March 2026	63	5,268	594	1,738	1,892	9,555

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 March 2026

			2026		2025
	Note		£'000		£'000
					Restated (See Note 2)
Profit for the year			559		984
Adjustments for:
Income tax expense	10		239		317
Net interest payable / (income)			64		(59)
Depreciation of property, plant and equipment	14		172		169
Amortisation of intangible assets	13		384		185
Share-based payment expense	24		168		104
Impairment of loans due from associated undertakings			80		62
Share of profits of associates and jointly controlled entities*	17		(156)		(206)
Operating cash flows before movements in working capital			1,510		1,556
Decrease / (Increase) in trade and other receivables			90		(218)
Increase in trade and other payables			26		575
Dividends received from associates and jointly controlled entities*	17		195		118
Cash generated by operations			1,821		2,031
Income taxes paid			(465)		(599)
Net cash inflow from operating activities			1,356		1,432
Investing activities
Purchases of property, plant and equipment	14		(52)		(61)
Acquisition of subsidiary net of cash acquired	17		-		(3,516)
Interest received on loans*			116		77
Lease receivable amounts received*	23		56		61
Bank interest received*			35		72
Net cash used in investing activities			155		(3,367)
Financing activities
Loan financing (repaid) / received			(1,000)			2,738
Dividends paid	11		(788)			(407)
Lease payments		23	(162)			(156)
Lease interest			(12)			(22)
Interest paid*			(203)			(113)
Share issue costs			-			(54)
Net cash (used) / generated in financing activities			(2,165)			1,986
Net (decrease) / increase in cash and cash equivalents			(654)			51
Cash and cash equivalents at beginning of year			2,683			2,632
Cash and cash equivalents at end of year			2,029			2,683

*The prior year cashflows have been restated as detailed in note 2 to the financial statements.

COMPANY CASH FLOW STATEMENT

For the year ended 31 March 2026

			2026		2025
	Note		£'000		£'000
					Restated (See Note 2)
Profit for the year			180		798
Adjustments for:
Income tax expense			81		236
Net interest expense / (income)			70		(68)
Depreciation of property, plant and equipment	14		37		37
Amortisation of intangible assets	13		43		43
Share-based payment expense	24		168		104
Impairment of loans due from associated undertakings			80		62
Share of profits of associates and jointly controlled entities*	17		(156)		(206)
Operating cash flows before movements in working capital			503		1,006
Decrease / (Increase) in trade and other receivables			594		(203)
(Decrease) / increase in trade and other payables			(99)		447
Dividends received from associates and jointly controlled entities*	17		195		118
Cash generated by operations			1,193		1,368
Income taxes paid			(180)		(131)
Net cash inflow from operating activities			1,013		1,237
Investing activities
Purchases of property, plant and equipment	14		(32)		(32)
Investments in the period including acquisition costs	17		-		(3,776)
Interest received on loans*			116		77
Lease receivable amounts received*	23		56		61
Bank interest received*			21		77
Net cash used in investing activities			161		(3,593)
Financing activities
Loan financing (repaid) / received			(1,000)			2,738
Dividends paid	11		(788)			(407)
Lease payments		23	(56)			(55)
Lease interest			(6)			(12)
Interest paid*			(203)			(113)
Share issue costs			-			(54)
Net cash (used) / generated in financing activities			(2,053)			2,097
Net decrease in cash and cash equivalents			(879)			(259)
Cash and cash equivalents at beginning of year			2,356			2,615
Cash and cash equivalents at end of year			1,477			2,356

*The prior year cashflows have been restated as detailed in note 2 to the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1. General information

DSW Capital plc is registered as a public company in England and Wales, with registered number: 07200401. The principal activity of the Company and its subsidiaries, DSW Services LLP, DSW Operations Limited and DR Solicitors Limited (together referred to as the 'Group') is the licensing of the Dow Schofield Watts and associated brand names for use in the professional services sector, whilst providing legal services under the DR Solicitors brand name and newly established 'DSW Legal' trading style.

The address of the Company's registered office is:

7400 Daresbury Park

Daresbury

Warrington

WA4 4BS

The Financial Statements are presented in Pounds Sterling (£), which is the currency of the economic environment in which the Group operates.  All amounts are rounded to the nearest £'000 except where noted. 

2. Accounting policies

Basis of Preparation

The financial information set out in this preliminary announcement does not constitute statutory accounts as defined by section 435 of the Companies Act 2006.

 The results for the year ended 31 March 2026 have been extracted from the full accounts of the Group for that year which received an unqualified auditor's report and which have not yet been delivered to the Registrar of Companies. This preliminary financial information has been prepared on the same basis as the accounting policies adopted in those financial statements but does not include all the disclosures required in financial statements prepared in accordance with UK adopted International Accounting Standards and accordingly does not itself comply with UK adopted International Accounting Standards. The audited financial statements for the year ended 31 March 2026 were approved by the Directors on 27 July 2026.

 The financial information for the year ended 31 March 2025 is derived from the statutory accounts for that year, which have been delivered to the Registrar of Companies. The report of the auditor on those filed accounts was unqualified.

 The accounts for the year ended 31 March 2026 and 31 March 2025 did not contain a statement under s498 (1) to (4) of the Companies Act 2006. The statutory accounts for the year ended 31 March 2026 will be distributed to shareholders on 27 August 2026, in advance of the Annual General Meeting and made available on our website (https://dswcapital.com/investors/) or on request by contacting the Company Secretary at the Company's Registered Office.

Statement of Compliance

The Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; the Parent Company financial statements have been properly prepared in accordance with UK adopted international accounting standards and in accordance with the provisions of the Companies Act 2006.

The preparation of financial statements in compliance with adopted UK IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in Note 3.

Impact of the initial application of other new and amended IFRS Standards that are effective for the current year

In the current year, the Group has applied an amendment to IFRS accounting standards issued by the International Accounting Standards Board (IASB) that is mandatorily effective for an accounting period that begins on or after 1 January 2025. This has not had any material impact on the disclosures or on the amounts reported in these financial statements.

·    Lack of exchangeability (Amendment to IAS 21 The effects of Changes in Foreign Exchange Rates)

On 15 August 2023, the IASB issued Lack of Exchangeability which amended ISA 21 The Effects of Changes in Foreign Exchange Rates (the Amendments). The Amendments introduce requirements to assess when a currency is exchangeable into another currency and when it is not. The Amendments require an entity to estimate the spot exchange rate when it concludes that a currency is not exchangeable into another currency.

·    On 28 November 2025, the IASB issued Disclosures and Uncertainties in the Financial Statements - illustrative examples, which amended multiple IFRS Accounting Standards to include illustrative examples demonstrating how companies can apply IFRS Accounting Standards when reporting the effects of uncertainties in their Financial Statements. The illustrative examples are accompanying materials to IFRS accounting standards and do not have an effective date. The IASB has issued a near final staff draft of the illustrative examples in July 2025. The Group has considered these illustrative examples in its preparation of the consolidated financial statements and no additional disclosures or changes in presentation were considered necessary.

New and revised IFRS Standards and examples in issue but not yet effective 

In preparing these financial statements, the Group has not applied the following new and revised IFRS Standards and examples that have been issued but are not yet effective.

The following amendments are effective for the annual reporting period beginning 1 April 2027:

·    Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures)

·    Contracts referencing nature-dependent electricity (Amendments to IFRS 9 and IFRS 7)

The following standards and amendments are effective for the annual reporting period beginning 1 April 2028:

·    IFRS 18 Presentation and Disclosure in Financial Statements

·    IFRS 19 Subsidiaries without Public Accountability: Disclosures

IFRS 18 Presentation and Disclosure in Financial Statements, which was issued by the IASB in April 2024 supersedes IAS1 and will result in major consequential amendments to IFRS Accounting Standards including IAS 8 Basis of Preparation of Financial Statements (renamed from Accounting Policies, Changes in Accounting Estimates and Errors). Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management defined performance measures.

The Group does not expect to be eligible to apply IFRS 19.

Basis of accounting

The Financial Statements have been prepared on the historical cost basis, except for the revaluation of financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique.

Prior period restatement

There are three restatements in relation to reclassifications within the prior year consolidated and company cash flow statements. Firstly, interest received and interest paid were previously presented on a net basis as 'net interest received' within financing activities in both the consolidated and company cashflow statements. Gross interest received has been reclassified within investing activities, and gross interest paid has been reclassified within financing activities, to reflect the requirements of IAS 7. Secondly, lease receivable amounts received from a sub-lease were presented within financing activities in both consolidated and company cash flow statements in the prior year. These have been reclassified to within investing activities to better reflect their nature as cash flows arising from long-term assets. Thirdly, decrease / (increase) in amounts owed from associates in relation to profit share previously included dividend received from associate which needs to be presented separately based on IAS 7.31. This line has now been split into Share of profit of associates and jointly controlled entities and Dividend received from associates and jointly controlled entities.. Comparative amounts have been restated accordingly. All restatements have no impact on the profit or asset position of the Group or the Company.

The principal accounting policies adopted are set out below.

Going concern

In considering the appropriateness of the going concern basis of preparation, the Directors have considered the cash balance and the forecasts for the next twelve months following the date of this report, which includes detailed cash flow forecasts and working capital availability. These forecasts show that sufficient resources remain available to the business for the foreseeable future in order to meet its operational and financial obligations as they fall due.

The Group has a significant cash balance of £2.0m, has a model which is strongly cash generative and a limited fixed cost base. At 31 March 2026, the Group has net assets of £10.0m (2025: £10.0m) and net current assets of £3.2m (2025: £3.8m) which reflects the strong financial position for the Group. In addition, the Group is profitable with adjusted profit after tax of £1.1m in the year ended 31 March 2026.

The Group has prepared detailed cash flow forecasts and stress-tested various scenarios including reduced growth and increased cost base, all of which indicate that the Group will maintain adequate liquidity throughout the forecast period. Furthermore, the Group remained in full compliance with all financial covenants associated with its borrowing facilities throughout the financial year. To facilitate the acquisition of Integer Advisory it was agreed with OakNorth that the debt-service covenants for Jun-26 and Sep-26 would be waived, with a monthly minimum liquidity covenant of £2.5m, including £1.5m cash and £1m undrawn RCF,  being introduced for this period. Based on current forecasts and financial performance, management expects to continue to meet the existing gross leverage and debt service covenants for the foreseeable future post Sep-26. 

As such, the Group financial statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.

Basis of consolidation

The consolidated Financial Statements incorporate the Financial Statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 March each year. Control is achieved when the Company:

·    has the power over the investee;

·    is exposed, or has rights, to variable returns from its involvement with the investee; and

·    has the ability to use its power to affects its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

·    the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

·    potential voting rights held by the Company, other vote holders or other parties;

·    rights arising from other contractual arrangements; and

·    any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

The Group has established an EBT, the DSW Employee Benefit Trust, which has not been consolidated in these financial statements as its effect on the Group's financial position, performance and cashflows is immaterial.

Investments in subsidiaries are recognised at cost in the statement of financial position of the parent company.

Investments in associates and jointly controlled entities

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a jointly controlled entity. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A jointly controlled entity is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. 

The results and assets and liabilities of associates or jointly controlled entities are incorporated in these Financial Statements using the equity method of accounting.

Under the equity method, an investment in an associate or a jointly controlled entity is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or jointly controlled entity. The Group's share of the profit or loss is driven by the contractual arrangements in place. The Group's share of the profit or loss is defined by the economic interest in the associate or jointly controlled entity as stipulated in the legal arrangements, which differs from the percentage voting rights held.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or a jointly controlled entity. When necessary, the entire carrying amount of the investment is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a jointly controlled entity.

Other Investments

Where long-term loans are made to licensees, the Directors of the Company have accounted for them as investments under IFRS 9. These loans are accounted for using the amortised cost method. See note 3 for associated critical judgements involved in determining the appropriate classification of long-term loans to licensees.

To determine the fair value of the long-term loans, the Directors of the Company uses the discounted cashflow valuation technique. Differences may arise between the transaction price of the loan at initial recognition and the amount determined at initial recognition using the valuation technique. Any such differences are capitalised in prepayments and accrued income where they are held as Contract Assets and amortised over the loan term.

All interest income on long-term loans to licensees is classified as investing activities within the cashflow statement.

Revenue recognition

Revenue comprises revenue recognised by the Group in respect of services supplied during the year, exclusive of Value Added Tax.

The Group recognises revenue from the following major sources:

·          Licence fee income

·          Profit share income

·          Provision of legal services

Licence fee income is recognised at the point at which the performance obligations, as defined by the contractual arrangements, have been satisfied which is primarily when revenue has been invoiced by the licensees as this is a sales based license payment under IFRS15. Profit share income is only recognised at the point at which the risk of reversal is deemed to be remote.

Revenue from the provision of legal services is either generated from variable or fixed fee matters. Revenue is recognised on variable fee matters in line with the hours recorded by a consultant and invoiced on a monthly basis in accordance with the terms of business. Revenue is recognised on fixed fee matters based on the respective stage of completion of each matter. This is determined by taking into account the time elapsed, a review of the performance to date, and milestones reached.

Leases

As a lessee

The Group applies IFRS 16 to account for leases. At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received.

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liabilities.

The lease liability is initially measured at the present value of lease payments that were not paid at the commencement date, discounted using the Group's incremental borrowing rate. The average incremental borrowing rate applied to lease liabilities during the year is 7.80%.

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right of use assets are amortised on a straight line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term.

If there is a remeasurement of the lease liability, a corresponding adjustment is made to the carrying amount of the right-of-use asset or is recorded directly in profit or loss if the carrying amount of the right-of-use asset is zero.

Short-term leases and low value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less or leases of low value assets. These lease payments are expensed on a straight-line basis over the lease term.

Dilapidations provision

The Group recognises a provision for the future costs of dilapidations on leased office space. The provision is an estimate of the total cost to return applicable office space to its original condition at the end of the lease term.

As a lessor

The Group applies IFRS 16 to account for leases. When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or an operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

When the group is an intermediate lessor, it accounts for the head lease and the sub-lease as two separate contracts. The sub-lease is classified as a finance or operating lease by reference to the right-of-use asset arising from the head lease.

Amounts due from lessees under finance leases are recognised as receivables at the amount of the group's net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return on the group's net investment outstanding in respect of the leases.

Subsequent to initial recognition, the group regularly reviews the estimated unguaranteed residual value and applies the impairment requirements of IFRS 9, recognising an allowance for expected credit losses on the lease receivables.

Finance lease income is calculated with reference to the gross carrying amount of the lease receivables, except for credit-impaired financial assets for which interest income is calculated with reference to their amortised cost (i.e. after a deduction of the loss allowance).

Operating profit

Operating profit is stated after charging the share of results of associates and jointly controlled entities, but before finance income and finance costs.

Retirement and termination benefit costs

Payments to defined contribution retirement benefit plans are recognised as an expense in the consolidated statement of comprehensive income in the periods during which services are rendered by employees. Termination benefits are recognised as an expense when the Group is demonstrably committed to terminating the employment of an employee or group of employees before the normal retirement date.

Short-term and other long-term employee benefits

Wages, salaries, paid annual leave and sick leave and bonuses are accrued in the period in which the associated services are rendered by employees of the Group.

Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the consolidated statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Financial Statements and on unused tax losses or tax credits available to the Group. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Property, plant and equipment

Property, plant and equipment is stated in the statement of financial position at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

DSW

Office equipment                            33% straight line

Office fixtures & fittings                 20% straight line

DR Solicitors

Office equipment                            25% reducing balance

Office fixtures & fittings                 25% reducing balance

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives which are disclosed below. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets are tested for impairment only when indicators exist. The estimated useful life of intangible assets is as follows:

Intangible Assets	10 - 25 years
Customer Relationships	8 years

Business Combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair value of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interest issued by the Group in exchange for control of the acquiree. Acquisition-related costs, other than those associated with the issue of debt or equity, are recognised in the profit and loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the acquisition date.

Goodwill

Goodwill is measured at the acquisition date as the fair value of consideration transferred, plus non-controlling interests and the fair value of any previously held equity interests less the net recognised amount (which is generally fair value) of the identifiable assets and liabilities assumed.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the Group's cash generating units (or groups of cash-generating units) expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rate on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

Financial instruments

Financial assets and financial liabilities are recognised in the Group's statement of financial position when the Group becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value, except for trade receivables that do not have a significant financing component which are measured at transaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

Financial assets

The Group's financial assets include cash and cash equivalents, trade and other receivables that arise from the business operations, loans to licensees, accrued revenue and contract assets.

All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value, plus transaction costs.

All recognised financial assets are measured subsequently in their entirety at amortised cost.

Classification of financial assets 

Amortised cost and effective interest method

(a)  Trade and other receivables

Trade receivables are stated at their original invoiced value. Trade receivables are reduced by appropriate allowances for estimated irrecoverable amounts. See Note 3 for details of the loss allowance.

(b)  Loans owing from licensees

Loans are measured at amortised cost at their effective interest rates. The amortised cost of a loan is the amount at which the loan is measured at initial recognition minus the principal repayments, plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount, adjusted for any loss allowance. The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any loss allowance.

(c)   Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to insignificant risk of changes in value

(d)  Accrued Revenue

Accrued revenue relates to work performed by consultants which is not yet billed and profit share income accrued from licensees. Accrued revenue relating to work performed by consultants is calculated based on their hours worked and measured at their original invoice price. Accrued income relating to profit shares is calculated in line with the terms of the contract between DSW Capital and the licensee based on their performance for the financial year. Accrued revenue is disclosed within prepayments and accrued income. See Note 18 for details.

(e)  Contract Assets

Amounts relating to contract assets, which are disclosed within prepayments and accrued income above, are balances that can be classified as consideration payable to licensees. These include the breakout incentives which provide businesses with an initial free-cash injection, as well as the below-market element of loans offered to licensee businesses. Amortisation is recognised on a straight-line basis over the life of the contract.

Interest income is recognised in profit or loss and is included in the "finance income" line item (Note 8).

Impairment of financial assets

The Group recognises a loss allowance for expected credit losses on the Group's loans to licensees and trade receivables using the simplified method. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial asset.

The expected loss rates for these financial assets are based on the Group's historical credit losses experienced over the three-year period prior to the period end. An additional portfolio expected loss provision is calculated in which the historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's licensees. The Group has identified the changing insolvency rates in the UK as the key macroeconomic factor.

(i) Definition of default

The Group considers when a licensee business is terminated or ceases to trade as default events.

(ii) Measurement and recognition of expected credit losses

The measurement of expected credit losses is a function of the probability of default, loss given default (i.e., the magnitude of the loss if there is a default), and the exposure at default. The assessment of the probability of default and loss given default is based on historical data adjusted by forward-looking information as described above. As for the exposure at default, for financial assets, this is represented by the assets' gross carrying amount at the reporting date.

For financial assets, the expected credit loss is estimated as the difference between all contractual cash flows that are due to the Group in accordance with the contract and all the cash flows that the Group expects to receive, discounted at the original effective interest rate. The expected credit loss provision is most sensitive to the probability of default applied to each individual licensee.

The Group recognises an impairment loss in the consolidated statement of comprehensive income for all financial instruments with a corresponding adjustment to their carrying amount through a loss allowance account.

Financial liabilities and equity

Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Financial liabilities

All financial liabilities are measured subsequently at amortised cost using the effective interest method.

Financial liabilities are included in the statement of financial position as trade and other payables and borrowings.

(a)  Trade and other payables

Trade payables are stated at their original invoiced value. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

(b)  Borrowings

All borrowings are initially recorded at their Fair Value minus transaction costs. Borrowings are subsequently carried at amortised cost and the interest expense is recognised on the basis of the effective interest method and is included in finance costs. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting date.

Dividend Policy

The Board has adopted a progressive dividend policy to reflect the expectation of future cash flow generation and long-term earnings potential of the Group. The Board may, however, revise the Group's dividend policy from time to time in line with the actual results of the Group.

Interim dividends are recognised when paid by the Board of Directors. Final dividends are recognised when approved by shareholders at the Annual General Meeting.

Related Party Transactions

Details of related party transactions entered into by members of the Group are set out in Note 27.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details regarding the determination of the fair value of equity-settled share-based transactions are set out in Note 24.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the consolidated statement of comprehensive income such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.

At each reporting date, for equity-settled awards which have vested, the cumulative amount recognised in the share-based payment reserve is transferred to retained earnings.

Finance Income

The Group's finance income includes interest income on long-term loans made to licensees which is calculated using the effective interest method, and interest received on cash and cash equivalents.

Merger Reserve

Where an acquisition has occurred through the issue of shares and acquiring more than 90% of the share capital of the subsidiary, the excess of the fair value of investments received over the par value of ordinary shares issued is recorded in a separate non-distributable reserve within equity.

3. Critical accounting judgements and key sources of estimation uncertainty

In applying the Group's accounting policies, which are described in note 2, the Directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis.

Critical judgements in applying the Group's accounting policies

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the Directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements.

Consideration of control over a licensee

Where the Group holds voting rights in an underlying licensee, an assessment of the ability to exert control over these entities is made based on whether the Group has the practical ability to direct the relevant activities of these entities unilaterally.  Investments in associates have been recognised for entities where the Group holds between 20% and 50% of the voting rights and does not have any unilateral powers other than protective ones. Where the Group has more than 20% of the voting rights, it is deemed to have significant influence over the licensees and thus they are accounted for as investment in associates.

There is one entity in which the Group has 51% of the voting rights and 16.7% of the economic rights. However, all significant operational decisions require the unanimous consent of the parties.  As such this entity has been recognised as an investment in a jointly controlled entity.

Classification of long-term loans to licensees

Where long-term loans are made to licensees, these are classified as other investments and accounted for under IFRS 9 using the amortised cost method. The long-term loans provided to licensees have 20-year terms and are only repayable at the end of the term and therefore in substance, are more akin to investments and are presented as such. The average interest rate is 6.1%.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are discussed below.

Calculation of expected loss allowance for loans to licensees

When measuring expected credit loss ("ECL"), the Group uses reasonable and supportable forward-looking information, which is based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions for the licensee business. A 5% change in the probability of default would increase or decrease the ECL provision by c.£50,000.

The Group assesses each licensee individually as to the probability of default on their loans based on their cash balances and their ability to pay the cash flows due. Loans to licensees are shown as 'Other Receivables' within Note 18.

Also, the Group has elected to calculate an additional portfolio expected loss provision in which the historical loss rates are adjusted for current and forward-looking information on macroeconomic factors affecting the Group's licensees. The Group has identified the changing insolvency rates in the UK as the key macroeconomic factor as the failure of corporates is deemed to be a reasonable macroeconomic predictor for the likely failure of a licensee business on a portfolio basis.

Impairment of goodwill and customer relationships

The Group is required to assess goodwill and certain intangible assets for impairment at least annually, and more frequently where there are indicators of impairment. This assessment involves significant estimation in determining the recoverable amount of the relevant cash-generating units.

The key assumptions applied in the impairment models are the discount rates used to discount the projected cash flows and the long-term growth rates applied. These assumptions are based on management's estimates of market conditions and the specific risks applicable to the Group's operations.

The Directors have performed sensitivity analysis on these key assumptions and are satisfied that reasonable possible changes would not give rise to an impairment. At the reporting date, the recoverable amount exceeds the carrying value of the relevant cash-generating units, resulting in sufficient headroom.

Further details of the assumptions applied and the sensitivity analysis performed are set out in Note 13.

4. Revenue

Disaggregation of revenue

	2026		2025
	£'000		£'000
External revenue by product line
Licence Fee Income	2,524		3,238
Profit Share Income	100		191
Legal fee income	3,548		1,426
Total Revenue	6,172		4,855

A further breakdown of revenue by reporting line is shown below:

	2026		2025
	£'000		£'000
External revenue by reporting line
Licence fees attributable to Mergers & Acquisition ('M&A')	1,845		2,490
Licence fees attributable to Other	679		748
Profit share attributable to M&A	85		182
Profit share attributable to Other	15		9
Legal fee Income	3,548		1,426
Total Revenue	6,172		4,855

5.Profit for the year

Profit for the year has been arrived at after charging/(crediting):

	2026		2025
	£'000		£'000
Depreciation of property, plant and equipment	172		169
Amortisation on other intangibles	43		43
Amortisation on customer relationships	341		142
Employee pension	30		18
Expected credit loss - licence fees	(74)		91
Expected credit loss - outstanding loans	80		62
Expected credit loss - profit share	(11)		4
Share-based payment expense	168		104

6. Auditors' remuneration

	2026		2025
	£'000		£'000
Audit of the Group financial statements	84		110
Total auditors' remuneration	84		110

7. Staff costs

The average number of persons employed by the Group (including Directors) during the year, analysed by category was as follows:

	2026		2025
	Number		Number
Central Heads	26		19
	26		19

Their aggregate remuneration comprised:

	2026		2025
	£'000		£'000
Wages and salaries	1,630		1,312
Social security costs	203		148
Other pension costs (see note 26)	30		18
	1,863		1,478

'Other pension costs' relate to the defined contribution plan charge as detailed in Note 25.

Aggregate Directors' remuneration

	2026		2025
	£'000		£'000
Wages and salaries	513		636
Social security costs	68		68
Other pension costs (see note 25)	15		2
	596		706

The highest paid Director's total emoluments in the year were £219,183 (2025: £218,750) of which £9,183 (2025: £nil) related to pension costs.

Directors' transactions

Dividends totalling £787,806 were paid in the year in respect of ordinary shares (2025: £406,796). Of the dividends, £139,749 (2025: £84,532) were paid to Directors of the Company who were currently serving at the time of payment. See Note 11 for details.

8. Finance income

	2026		2025
	£'000		£'000
Interest income:
Loan Interest	169		130
	169		130
Other finance income	61		102
Total finance income	230		232

9. Finance costs

	2026		2025
	£'000		£'000
Interest costs on lease	(12)		(22)
Loan interest	(282)		(147)
Other finance costs	-		(4)
	(294)		(173)

10. Income Tax

	2026		2025
	£'000		£'000
Corporation income tax:
Current year	325		381
Adjustments in respect of prior years	-		(25)
	325		356
Deferred tax (see note 20)
Origination and reversal of temporary differences	(86)		(39)
	239		317

The standard rate of corporation tax applied to reported profit is 25% (2025: 25%).

The charge for the year can be reconciled to the profit before tax as follows:

	2026		2025
	£'000		£'000
Profit before tax on continuing operations	798		1,301
Tax at the UK corporation tax rate of 25% (2025: 25%)	200		325
Tax effect of expenses that are not deductible in determining taxable profit and reversal of prior year expenses not deducted previously	6		5
Depreciation and amortisation in excess of capital allowances	7		8
Other tax effects	-		2
Tax effect of adjustments in relation to prior periods	-		(25)
Tax effect of income not taxable in determining taxable profit	(16)		(24)
Tax effect of share based payment adjustment	42		26
Tax expense for the year	239		317

11. Dividends

		2026		2025
Amounts recognised as distributions to equity holders in the year: Dividend for the year to 31 March 2026 consisting of:		£'000		£'000
Final dividend for the year to 31 March 2025 of £0.02 per share (2024: £0.0075 per share)		492		161
Interim dividend for the year to 31 March 2026 of £0.01 per share (2025: £0.012 per share)		296		246
		788		407
Final dividend for the year to 31 March 2026 of £0.02 per share (2025: £0.02 per share)		503		503
		523		503

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these financial statements. The dividend record date is 11 September 2026 and the dividend payment date is 5 October 2026. The ex-dividend date is 10 September 2026.

12. Earnings per share

From continuing operations

The calculation of the basic and diluted earnings per share is based on the following data:

		2026		2025
Earnings		£'000		£'000
Earnings for the purposes of basic earnings per share being net profit attributable to owners of the Company		559		984
Effect of dilutive potential ordinary shares:		-		-
Earnings for the purposes of diluted earnings per share		559		984

		2026		2025
Number of shares
Weighted average number of ordinary shares for the purposes of basic earnings per share		25,131,108		22,696,074
Effect of dilutive potential ordinary shares:
Share Options		231,208		402,895
Weighted average number of ordinary shares for the purposes of diluted earnings per share		25,362,316		23,098,969

From continuing operations

		2026		2025
Earnings		£		£
Basic earnings per share		0.02		0.04
Diluted earnings per share		0.02		0.04

Adjusted earnings per share is included as an Alternative Performance Measure ('APM') and is not presented in accordance with IAS 33. It has been calculated using adjusted earnings calculated as profit after tax but before:

·    Share-based payments expense;

·    Acquisition costs; and

·    The tax effect of the above items

The calculation of adjusted basic and adjusted diluted earnings per share is based on:

				2026		2025
				£'000		£'000
Profit after tax on continuing operations				559		984
Adjusted for:
Share-based payment expense				168		104
Amortisation of intangible assets recognised on acquisition accounting				341		142
Acquisition costs				-		25
Adjusted earnings for the purposes of adjusted basic and adjusted diluted earnings per share				1,068		1,255
			2026			2025
Earnings			£			£
Adjusted basic earnings per share			0.04			0.05
Adjusted diluted earnings per share			0.04			0.05

Tax adjustments of £nil (2025: £nil) have been made in arriving at the adjusted earnings per share. This is based on an estimated full year equivalent tax rate, which is largely driven by the UK corporation tax rate of 25% adjusted upwards to take into account the effect of non-deductible expenses.

Shares held in trust are issued shares that are owned by the Group's employee benefit trusts for future issue to employees as part of share incentive schemes. The future exercise of the share awards and options is the dilutive effect of share awards granted to employees that have not yet vested.

Shares held in trust are deducted from the weighted average number of shares for basic earnings per share. For its adjusted basic measure, the group uses the weighted average number of ordinary shares.

13. Intangible assets - Group

Customer Relationships Goodwill Intellectual Property & Trademarks Total Group: £'000 £'000 £'000 £'000 Cost At 1 April 2024 - - 865 865 Additions 2,729 3,712 - 6,441 At 31 March 2025 2,729 3,712 865 7,306 Additions - - - - At 31 March 2026 2,729 3,712 865 7,306 Amortisation At 1 April 2024 - - 169 169 Charge for the year 142 - 43 185 At 31 March 2025 142 - 212 354 Charge for the year 341 - 43 384 At 31 March 2026 483 - 255 738 Carrying amount At 31 March 2025 2,587 3,712 653 6,952 At 31 March 2026 2,246 3,712 610 6,568

Intellectual property relates to assets acquired on which licence fees are charged. £583k of the carrying amount as at 31 March 2026 (2025: £614k) relates to Camlee Group.

Customer relationships are amortised over an eight-year period which is the estimated average length of the underlying relationships. At 31 March 2026, the remaining amortisation period for customer relationships is 6.6 years. Management have determined that there are no impairment indicators regarding these amounts and, as such, there is no requirement to assess for impairment.

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units ("CGUs") that are expected to benefit from that business combination. For the purposes of goodwill impairment testing, the Group allocates the carrying amount of goodwill of £3,712k to the single CGU present in DR Solicitors, which is the provision of legal services.

The recoverable amount of the Group's goodwill has been determined by a value in use calculation using a discounted cash flow model. The Group has prepared cash flow forecasts derived from the most recent financial budgets approved by management after which cash flows are extrapolated using a terminal value calculation base on an estimated growth rate of 1.5%. Management have used seven-year forecasts, as this reflects the repeat customer lifecycle based on historic retention rates.

The key assumptions for the value in use calculations are those regarding growth rates for the Group's revenues from legal services, customer retention rates and the discount rate. Management estimates discount rates using post-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGU.

The discount rate used to discount the forecast cash flows is based on a post-tax estimated weighted average cost of capital of 11.4% The pre-tax estimated weighted average cost of capital is 15.2%.

Revenue growth over the seven years of the forecast period reflects, for FY27, the current run rate of revenue from the CGU, with anticipated growth and customer retention rates in FY28 - FY33 reflective of the loyal customer base. The long-term growth rate of 1.5% is based on UK economic growth forecasts.

The Group has carried out sensitivity analysis both increasing the weighted average cost of capital (WACC) by 5% and secondly by significantly reducing the growth assumptions. In each case there is no indication of impairment with headroom of £0.6m when increasing the WACC to 20.5% and headroom of £2.2m when reducing the growth assumptions.

Intangible assets - Company

Customer Relationships Goodwill Intellectual Property & Trademarks Total Group: £'000 £'000 £'000 £'000 Cost At 1 April 2024 - - 865 865 Additions - - - - At 31 March 2025 - 865 865 Additions - - - - At 31 March 2026 - - 865 865 Amortisation At 1 April 2024 - - 169 169 Charge for the year - - 43 43 At 31 March 2025 - - 212 212 Charge for the year - - 43 43 At 31 March 2026 - - 255 255 Carrying amount At 31 March 2025 - - 653 653 At 31 March 2026 - - 610 610

Intellectual property relates to assets acquired on which licence fees are charged. £583k of the carrying amount as at 31 March 2026 (2025: £614k) relates to Camlee Group. Management have determined that the present value of future cashflows to be derived from the respective licence fee income is greater than the carrying amount and, as such, the intellectual property does not need to be impaired.

14. Property, plant and equipment - Group

	Right of Use Assets	Office Fixtures, Fittings & Equipment		Total
	£'000	£'000		£'000
Cost
At 1 April 2024	555	307		862
Additions	5	61		66
On acquisition of DR Solicitors	-	37		37
Disposals	-	(2)		(2)
At 31 March 2025	560	403		963
Additions	-	52		52
At 31 March 2026	560	455		1,015
Accumulated depreciation
At 1 April 2024	266	233		499
Charge for the year	117	52		169
Eliminated on disposal	-	(2)		(2)
At 31 March 2025	383	283		666
Charge for the year	119	53		172
At 31 March 2026	502	336		838
Carrying amount
At 31 March 2025	177	120		297
At 31 March 2026	58	119		177

Company

	Right of Use Asset		Office Fixtures, Fittings & Equipment	Total
	£'000		£'000	£'000
Cost
At 1 April 2024	16		191	207
Additions	-		33	33
Disposals	-		(2)	(2)
At 31 March 2025	16		222	238
Additions	-		32	32
At 31 March 2026	16		254	270
Accumulated depreciation
At 1 April 2024	1		142	143
Charge for the year	5		32	37
Disposals	-		(2)	(2)
At 31 March 2025	6		172	178
Charge for the year	5		32	37
At 31 March 2026	11		204	215
Carrying amount
At 31 March 2025	10		50	60
At 31 March 2026	5		50	55

15. Associates

As none of the individual associates are deemed to be material associates, they have been grouped together in aggregate below.

Aggregate information of associates that are not individually material

	2026		2025
	£'000		£'000
The Group's share of profit from continuing operations	94		110
The Group's share of profit and total comprehensive income	94		110

Change in the Group's ownership interest in an associate

Where the Company is a member of a licensee's business, a profit share arrangement is in place which entitles the Company to profits over a contractual threshold which is stated within an LLP agreement. The Group accounts for associates based on their economic share as stated in the legal agreements, rather than based on the Company's voting rights. Therefore, the accounting always mirrors the economic arrangement. When there is a change in profit share, this is not deemed to constitute a change in the Group's ownership interest in an associate as this relates to a change in economic interest only, hence there is no change to the equity accounting basis. A change in the Group's ownership interest therefore is only recognised where there is a change in the Company's voting rights.

16. Jointly controlled entities

The jointly controlled entity is not deemed to be a material jointly controlled entity.

Information of jointly controlled entity that is not individually material

	2026		20245
	£'000		£'000
The Group's share of profit from continuing operations	63		96
The Group's share of profit and total comprehensive income	63		96

17. Investments - Group                                                                             

	2026		2025
	£'000		£'000
Investment in Associates	131		182
Investment in jointly controlled entities	85		73
Other investments	1,518		1,507
Total Investments	1,734		1,762

Where long-term loans are made to licensees, which are disclosed within "Other investments" above, the Directors of the Company have accounted for them as investments under IFRS 9. These loans are accounted for using the amortised cost method.

Investments - Company                                                                             

	2026		2025
	£'000		£'000
Investment in Associates	131		182
Investment in jointly controlled entities	85		73
Investment in subsidiary company	6,291		6,291
Other investments	1,518		1,507
Total Investments	8,025		8,053

Where long-term loans are made to licensees, which are disclosed within "Other investments" above, the Directors of the Company have accounted for them as investments under IFRS 9. These loans are accounted for using the amortised cost method.

The cash impact of movements in associate and investments in jointly controlled entities is included in the cash-flow statement within operating activities as this best reflects the fact that these arrangements arise from core business operations. Management believe it is appropriate to treat associates and jointly controlled entities consistently in this regard as both amounts arise from licensing activities.

The principal subsidiaries of the Company, all of which have been included in these consolidated financial statements, are as follows:

Proportion of ownership
Name	Country of incorporation and principal place of business	2026	2025
DSW Services LLP	7400 Daresbury Park, Daresbury, Warrington, WA4 4BS, United Kingdom	99%	99%
DSW Operations Ltd	7400 Daresbury Park, Daresbury, Warrington, WA4 4BS, United Kingdom	100%	100%
DR Solicitors Ltd	Weybourne House, Hitherbury Close, Guildford GU2 4DR, United Kingdom	100%	100%

18. Trade and other receivables

	Company   2026		Company   2025		Group          2026		Group          2025
	£'000		£'000		£'000		£'000
Trade receivables	831		1,360		1,385		1,534
Loss allowance	(51)		(166)		(82)		(180)
	780		1,194		1,303		1,354
Other receivables	1,104		1,192		1,104		1,192
Loss Allowance	(509)		(429)		(509)		(429)
	595		763		595		763
Prepayments and Accrued Income	1,086		1,206		1,696		1,596
Loss Allowance	(2)		(13)		(2)		(13)
	1,084		1,193		1,694		1,583
	2,459		3,150		3,592		3,700
Amounts due from subsidiary undertakings	234		155		-		-
	2,693		3,305		3,592		3,700

Included in prepayments and accrued income for both the company and the group are contract assets amounting to £711k (2025: £744k) due in greater than one year. Also included in prepayments and accrued income for the Group is accrued revenue which relates to work performed by consultants, and profit share due from licensees.

Other receivables are made up from loans due from licensees. Amounts due from subsidiary undertakings, in other and trade receivables on the company statement of financial position, are interest free and repayable on demand and £200k (£155k at 31 March 25) of this has been classified as due in greater than one year, as the Group does not expect this to be settled within the next 12 months.

Contract Assets

Amounts relating to contract assets, which are disclosed within prepayments and accrued income above, are balances that can be classified as consideration payable to a licensee. These include the breakout incentives which provide businesses with an initial free-cash injection, as well as the below-market element of loans offered to licensee businesses.

Amortisation is recognised on a straight-line basis over the life of the contract. The average remaining length of contract to which these assets relate is 20 years. In the year ended 31 March 2026, amortisation amounting to £25k was recognised within admin expenses (year ended 31 March 2025: £49k was recognised in admin expenses).

	2026		2025
	£'000		£'000
Contract assets
Breakout Incentives	316		330
Below Market Element of Loans to Licensees	417		428
	733		758
Current	26		25
Non-Current	707		733
Total Investments	733		758

As discussed in Note 2, the Group uses the discounted cashflow valuation technique to measure the fair value of the contract assets that are not traded in an active market. However, in accordance with IFRS 13 and IFRS 9, the fair value of an instrument at inception is generally the transaction price. If the transaction price differs from the amount determined at inception using the valuation technique, that difference is capitalised in prepayments and accrued income. The differences yet to be recognised in profit or loss are as follows:

	2026		2025
	£'000		£'000
Balance at the beginning of the year	758		807
Amounts recognised in P&L	(25)		(49)
Balance at the end of the year	733		758

Trade receivables

The Group assessed each licensee individually as to their probability of default based on previous credit loss history which is adjusted for current and forward-looking information. It is not appropriate to group the licensee trade receivable balances as there are specific circumstances associated with each business, notably, service line, sector, location and maturity of the business. The Group also elects to calculate an additional portfolio expected loss provision in which the historical loss rates are adjusted for current and forward-looking information on macroeconomic factors affecting the Group's licensees.

Average Credit Period taken is 145 Days (2025: 103 days) and no interest has been charged on the receivables.

The ageing of trade receivables including lifetime expected credit loss provision at the reporting date was as follows:

31 March 2026	Not past due £'000	Past due 61 to 90 days £'000	Past due 91 to 120 days £'000	Past due over 120 days £'000	Total £'000
Expected credit loss rate Gross carrying amount Loss provision	0% 801 -	14.8% 81 (12)	16.4% 116 (19)	13.2% 387 (51)	5.9% 1,385 (82)
Net carrying amount	801	69	97	336	1,303

31 March 2025	Not past due £'000	Past due 61 to 90 days £'000	Past due 91 to 120 days £'000	Past due over 120 days £'000	Total £'000
Expected credit loss rate	3.1%	5.4%	22.9%	64.7%	11.7%
Gross carrying amount	1,244	37	35	218	1,534
Loss provision	(29)	(2)	(8)	(141)	(180)
Net carrying amount	1,215	35	27	77	1,354

The provision for impairment of trade receivables is the difference between the carrying value and the present value of the expected proceeds. The Directors consider that the carrying value of trade receivables approximates to fair value.

Movements in the impairment allowance for trade receivables are as follows:

	2026		2025
	£'000		£'000
Opening provision for impairment of trade receivables	180		75
Increase during the year	27		140
Receivable written off during the year as uncollectible	(15)		-
Unused amounts reversed	(110)		(35)
Movement in provision for impairment during the year	(98)		105
Provision at 31 March	82		180

Other receivables

The Group also assessed each licensee loan individually as to their probability of default based on previous credit loss history which is adjusted for current and forward-looking information including historical and ongoing trading performance. The Group also elects to calculate an additional portfolio expected loss provision in which the historical loss rates are adjusted for current and forward-looking information on macroeconomic factors affecting the Group's licensees.

Movements in the impairment allowance for other receivables are as follows:

	2026		2025
	£'000		£'000
Opening provision for impairment of other receivables	429		368
Increase during the year	147		106
Receivable written off during the year as uncollectible	-		-
Unused amounts reversed	(67)		(45)
Movement in provision for impairment during the year	80		61
Provision at 31 March	509		429

19. Borrowings

Analysis of changes in net debt

	01 April 2024	Cash flow	Other non-cash changes	31 March 2025
Cash & bank balances	2,632	51	-	2,683
Change in liabilities arising from financing activities
Lease Liability	(371)	178	(27)	(220)
Bank loan	-	(3,000)	-	(3,000)
Debt issue costs	-	262	(33)	229
Net Debt	2,261	(2,509)	(60)	(308)
	01 April 2025	Cash flow	Other non-cash changes	31 March 2026
Cash & bank balances	2,683	(654)	-	2,029
Change in liabilities arising from financing activities
Lease Liability	(220)	174	(12)	(58)
Bank loan	(3,000)	1,000	-	(2,000)
Debt issue costs	229	-	(75)	154
Net Debt	(308)	520	(87)	125

Balances at 31 March 2026 comprise:		Current assets
		£'000
Cash and bank balances		2,029

DSW Capital entered into a Revolving Credit Facility ("RCF") with Oaknorth Bank plc on 31 October 2024. The RCF is for an initial 3-year term until 31 October 2027. The facility is for £3.0m and the full amount was drawn down to fund the acquisition of DR Solicitors with £1.0m being repaid early in June 2025. The RCF carries an interest rate of 4.5% above the Bank of England base rate and is subject to standard leverage and interest cover covenants. As at 31 March 2026, the Group has sufficient headroom in the RCF and is compliant with the covenants.

20. Deferred tax - Group

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.

	2026		2025
	£'000		£'000
At the beginning of the year (liability) / asset	(649)		2
Credited in the year	86		39
Liability acquired in the year	-		(690)
At the end of the year liability	(563)		(649)

The deferred tax provision is analysed as follows:

Fixed asset timing differences	(1)		(2)
Intangible assets on acquisition of DR Solicitors	(562)		(647)
At the end of the year liability	(563)		(649)

Deferred tax - Company

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and prior reporting period.

	2026		2025
	£'000		£'000
At the beginning of the year asset	6		2
Credited in the year	2		4
At the end of the year asset	8		6

The deferred tax provision is analysed as follows:

Fixed asset timing differences	8		6
At the end of the year liability	8		6

21. Trade and other payables

	Company 2026		Company 2025		Group         2026		Group         2025
	£'000		£'000		£'000		£'000
Trade payables	271		211		539		499
Other taxation and social security	128		268		291		410
Amounts due to subsidiary company	865		715		-		-
Other payables	128		66		143		71
Accruals and Deferred Income	87		317		585		553
Dilapidation provision	1		-		89		-
Corporation Tax	-		80		62		202
	1,480		1,657		1,709		1,735

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

The Directors consider that the carrying amount of trade payables approximates to their fair value.

Amounts falling due in greater than one year include:

	Company 2026	Company            2025	2026 Group	2025 Group
	£'000	£'000	£'000	£'000
Bank loan	1,846	2,771	1,846	2,771
Dilapidation provision	-	1	-	85
	1,846	2,772	1,846	2,856

The dilapidation provision relates to the estimated cost of returning a leased property to its original state at the end of the lease in accordance with the lease terms. The average lease term remaining is 0.75 years.

A £3.0m loan facility was agreed and drawn in the year with Oaknorth Bank PLC for the acquisition of DR Solicitors. Repayment is due in full 36 months from the date of drawdown of the facility which was 1 November 2024. £1.0 million was repaid early in June 2025. Interest is payable on the facility at 4.5% plus Bank of England base rate which has a 2% floor cap. Amounts shown and included in creditors > 1 year are net of the loan facility fees that were paid in the year and will unwind over the period of the loan.

22. Share capital - Group and Company

	2026			2025
	Number	£'000		Number	£'000
Authorised, issued and fully paid:
Ordinary shares of 0.25 pence	25,131,108	63		25,131,108	63
	25,131,108	63		25,131,108	63

	Number	£'000
As at 31 March 2025	25,131,108	63
Share issue	-	-
As at 31 March 2026	25,131,108	63

Merger Reserve

In November 2024, DSW Capital plc issued shares as part consideration to acquire 100% of the issued Share Capital of DR Solicitors Limited and, therefore, merger relief applies. As such the excess over the par value of ordinary shares, amounting to £1,738k, was recognised as a Merger reserve which is a non-distributable reserve.

23. Leases

DSW Services, a subsidiary of DSW Capital PLC, entered into a formal lease arrangement for the Daresbury office, effective from 1 October 2021. Further detail on the lease accounting policy can be found in note 2.

DSW Capital PLC entered into a lease agreement for a London-based office space, effective from 8 February 2024. The majority of the leased office space has been sub-let by DSW Capital PLC, with both the lease and sub-lease due to expire after 3 years.

The consolidated statement of financial position and consolidated statement of comprehensive income show the following amounts relating to leases:

Right-of-use assets	Company		Group
	£'000		£'000
Balance at 1 April 2024	15		289
Additions in the year	-		5
Depreciation	(5)		(117)
Balance at 31 March 2025	10		177
Additions in the year	-		-
Depreciation	(5)		(119)
Balance at 31 March 2026	5		58
Lease liabilities	Company		Group
	£'000		£'000
Balance at 1 April 2024	145		371
New leases recognised in the year	-		5
Interest expense	12		22
Lease amounts invoiced and paid in the year	(67)		(178)
Balance at 31 March 2025	90		220
New leases recognised in year	-		-
Interest expense	6		12
Lease amounts invoiced and paid in the year	(62)		(174)
Balance at 31 March 2026	34		58
Income Statement	Company 2026	Company 2025		Group 2026		Group  2025
	£'000	£'000		£'000		£'000
Interest expense (note 9)	6	12		12		22
Expense relating to leases of low-value assets	-	-		9		12
Expense relating to short-term leases	-	-		127		80
	6	12		148		114

As at the 31 March 2026, the Group recognised lease liabilities in respect of outstanding commitments for future minimum lease payments under non-cancellable lease contracts, which fall due as follows:

	Company	Company	Group	Group
	2026	2025	2026	2025
	£'000	£'000	£'000	£'000
Within one year	34	56	58	162
In one to two years	-	34	-	58
In two to three years	-	-	-	-
	34	90	58	220

The total cash outflow in the year paid in respect of leases was £174,000 (2025: £178,000). Under the terms of the lease, £111,567 per annum is charged until the first break date in October 2026 on the Daresbury lease and £62,216 per annum is charged on the London office lease.

Leases as a lessor

During the year to 31 March 2024, DSW Capital PLC entered into a lease agreement for a London-based office space, effective from 8 February 2024. The majority of the leased office space has been sub-let by DSW Capital PLC. The sub-lease is classified as a finance sub-lease.

During the year, the Group recognised interest income on lease receivables of £6k (2025: 11k)

The total cash inflow in the year in respect of the sub lease was £56,000 (2025: £61,000).

The Group's finance lease arrangements do not include variable payments.

The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date.

	2026	2025
Amounts receivable under finance leases:	£'000	£'000
Less than one year	31	55
In one to two years	-	33
In two to three years	-	-
Total undiscounted lease receivable	31	88
Unearned finance income	(1)	(7)
Net investment in the lease	30	81
Undiscounted lease payments analysed as:
Recoverable after 12 months	-	33
Recoverable within 12 months	31	55
	31	88
Net investment in the lease analysed as:
Recoverable after 12 months	-	31
Recoverable within 12 months	30	50
	30	81

24. Share-based payments

In the year ended 31 March 2026, the Group operated one equity-settled share-based payment plan as described below.

The Group recognised total expenses of £167,813 (2025: £103,959) in respect of equity-settled share-based payment transactions in the year ended 31 March 2026.

The charge to the income statement is set out below:

Share plans:	31/03/2026		31/03/2025
Growth share plan	-		-
PSP Awards	167,813		103,959
Total SBP expense	167,813		103,959

Share-based payments movement for the year ended 31 March 2026:

	SBP Expense (£)	SBP Reserve (£)	Retained Earnings (£)
PSP Awards	167,813	(167,813)	-
Transfer from Share Based Payment Reserve	-	148,976	(148.976)
Total movement	167,813	(18,837)	(148,976)

Share-based payments movement for the year ended 31 March 2025:

	SBP Expense (£)	SBP Reserve (£)	Retained Earnings (£)
PSP Awards	103,959	(103,959)	-
Transfer from Share Based Payment Reserve	-	26,667	(26,667)
Total movement	103,959	(77,292)	(26,667)

Details of Directors' share awards are set out in the Directors' Remuneration report.

PSP Awards

The Board recognises the importance of ensuring that members of the Group are effectively and appropriately incentivised and their interests aligned with those of DSW Capital. Similarly, the Board believes that the ongoing success of the DSW Network depends to a high degree on retaining and incentivising the performance of its key people.

To that end, the Group has adopted the Performance Share Plan ("PSP"), to align the interests of Executive Directors and key employees ("Participants") with those of the Shareholders. The PSP will be a long-term incentive plan which will form the primary long-term incentive arrangement for the Executive Directors. The Remuneration and Nominations Committee will consider the granting of PSP awards to the participants on an annual basis.

A summary of the structure of the rules of the Plan is set out below:

·    Annual awards will be determined by reference to a number of shares equal in value to a maximum of 200% of base salary of participants;

·    Grants shall be subject to a three-year vesting period (subject to the satisfaction of the performance conditions);

·    Following vesting, there will be a further 24 month holding period before participants are able to sell any Shares; and

·    Awards are subject to malus and clawback provisions.

Challenging performance conditions are set for each PSP award at the discretion of the Remuneration and Nominations Committee, which include relative total shareholder return ("TSR") targets against an applicable comparator group, fee earner targets and individual performance criteria.

Awards outstanding at 31 March 2026 are shown below:

	2026		2025
	No. of share options		No. of share options
Outstanding at beginning of year	1,022,429		340,656
Granted during the year	738,596		735,106
Forfeited during the year	-		-
Lapsed during the year	(174,696)		(53,333)
Vested during the year	(46,933)		-
Outstanding at the end of the year	1,539,387		1,022,429
Exercisable at the end of the year	-		-

The exercise price for all outstanding PSP awards is £0.0025 and the weighted remaining contractual periods is 1.7 Years (2025: 1.8 Years).

As at 31 March 2026 512,185 (2025: 512,185) shares were held in The DSW Capital Employee Benefit Trust. These were issued in FY22 and FY23 in accordance with the PSP Rules set out on admission to AIM. No further shares have been issued to the EBT in the current or prior year. The shares held by the EBT have no voting rights and do not receive dividends.

25. Retirement benefit plans

Defined contribution plans

The Group operates defined contribution retirement benefit plans for all qualifying employees.

The Group is required to contribute a specified percentage of payroll costs to the retirement benefit plan to fund the benefits. The only obligation of the Group with respect to the retirement benefit plan is to make the specified contributions.

The total expense recognised in profit or loss of £29,687 (2025: £18,465) represents contributions payable to these plans by the Group at rates specified in the rules of the plans. As at 31 March 2026 there was £10,169 (2025: £3,347) which had not been paid over to the plans and is included within creditors due in less than 1 year.

26. Financial Instruments

In common with other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

The significant accounting policies regarding financial instruments are disclosed in Note 2. The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

Financial assets

	Held at amortised cost
	Company 2026	Company 2025	Group 2026	Group 2025
	£'000	£'000	£'000	£'000
Cash and cash equivalents	1,477	2,356	2,029	2,683
Trade and other receivables	1,822	2,870	2,559	2,875
	3,299	5,226	4,588	5,558

Financial Liabilities

	Held at amortised cost
	Company 2026	Company 2025	Group 2026	Group 2025
	£'000	£'000	£'000	£'000
Trade and other payables	1,341	1,309	1,258	1,123
Bank loan	1,846	2,771	1,846	2,771
Lease Liabilities	34	90	58	220
	3,221	4,170	3,162	4,114

There is no significant difference between the fair value and carrying value of the financial instruments.

(a) Financial risk management objectives

The Board has overall responsibility for the oversight of the Group's risk management framework. A formal process for reviewing and managing risk in the business has been developed. A register of strategic and operational risk is maintained and reviewed by the Board, who also monitor the status of agreed actions to mitigate key risks. The Board's objective in managing financial risks is to ensure the long-term sustainability of the Group.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

(b) Credit risk management

Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in financial loss to the Group. The Group's credit risk is primarily attributable to its startup loans provided to licensees. The Group mitigates this risk by encouraging ongoing engagement of senior management with network members and monthly reporting which allows close monitoring of emerging credit risks and facilitates early support and advice to mitigate or remediate performance.

Credit risk with cash and cash equivalents is reduced by placing funds with banks with high credit ratings.

(b)(i) Overview of the Group's exposure to credit risk

The Group recognises a loss allowance for expected credit losses on the Group's loans to licensees and trade receivables.

The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition of the respective financial asset. The expected loss rates for these financial assets are based on the Group's historical credit losses experienced over the three-year period prior to the period end.

An additional portfolio expected loss provision is calculated in which the historical loss rates are then adjusted for current and forward-looking information on macroeconomic factors affecting the Group's customers. The Group has identified the changing insolvency rates in the UK as the key macroeconomic factor.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all loans to licensees and trade receivables.

The carrying amount of the financial assets represents the maximum exposure to credit risk.

(c) Liquidity risk management

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for management of the Group's short, medium and long-term funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves and banking facilities and by continuously monitoring forecast and actual cash flows.

Network members in difficulty are asked to provide short-term cash flow forecasts on a monthly basis to support risk monitoring and potential funding requirements and Partners may be asked to reduce drawings on a temporary basis.

(c)(i) Liquidity and interest risk

There is no interest payable on trade payable balances and the operations of the Group are not dependent on the finance income received.

The Group is using the cash inflows from the financial assets to manage liquidity and has also secured £3.0m RCF for an initial 3-year term until 31 October 2027. A repayment of £1.0m was made in June 2025. The RCF carries an interest rate of 4.5% above the Bank of England base rate and is subject to standard leverage and interest cover covenants.

A sensitivity analysis is performed to assess the impact of an increase or decrease in the Bank of England base rate. The Bank of England base rate is currently 4.25%. Based on the sensitivity analysis performed, assuming the RCF is fully drawn down, the impact on profit or loss and net assets of a 100 basis-point shift would be £30,000. The Directors are therefore satisfied that the current exposure to interest rate fluctuations is reasonable and no further risk management is currently proposed.

(d) Capital risk management

The Group considers its capital to comprise its ordinary share capital and retained profits as its equity capital. In managing its capital, the Group's primary objective is to provide return for its equity shareholders through capital growth and future dividend income.

The Group's policy is to seek to maintain a gearing ratio that balances risks and returns at an acceptable level and also to maintain a sufficient funding base to enable the Group to meet its working capital and strategic investment needs.

In making decisions to adjust its capital structure to achieve these aims, either through new share issues or the issue of debt, the Group considers not only its short-term position but also its long-term operational and strategic objectives.

Details of the Group's capital are disclosed in the statement of changes in equity and Note 22.

27. Events after the reporting period

In June 2026, DSW Capital supported the acquisition of Integer Advisory Limited in one of our licensee businesses, investing £360,000 to acquire 20% of the enlarged business.

It is expected that DSW Integer LLP, the enlarged business, will be accounted for as an associate as the Group will have significant influence over the business.

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a jointly controlled entity. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

No estimate of the value of the investment has currently been made but will be reflected in the financial statements for the year ended 31 March 2027.

28. Related party transactions

Balances and transactions between the Company and its subsidiary, which are related parties, have been eliminated on consolidation and are not disclosed in this note.  Transactions between the Group and its related parties are disclosed below.

Related parties are those licensees where the Company is a member of the related LLP.

Revenue and Cost Recharges

Group entities entered into the following transactions with related parties who are not members of the Group. All entities other than DSW Investments 2 LLP are licensee businesses. DSW Investments 2 LLP is an entity owned by current shareholders.

	2026		2025
	Revenue and Cost Recharges		Revenue and Cost Recharges
	£'000		£'000
PHD Industrial Holdings	108		186
DSW Investments 2 LLP	(112)		(110)
Other investments	693		758
Totals	689		834

Other investments relate to routine and similar transactions which arose in the ordinary course of business, with DSW CF Leeds, DSW TS Leeds and DSW Business Recovery.

Amounts due from/to related parties

Group entities had the following balances, including loans to related parties, outstanding at year end with related parties who are not members of the Group:

	2026		2025
	Amounts due from/ (to) related parties		Amounts due from/(to) related parties
	£'000		£'000
DSW Investments 2 LLP	(34)		(34)
Other investments	222		341
Totals	188		307

Salary and fees payable to James Dow and Jon Schofield are as disclosed in the Remuneration and Nominations Committee Report. Salary totalling £46,050 (2025: £65,267) has been paid to Susie Dow in the year.

Remuneration of key management personnel

The remuneration of the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS.

	2026		2025
	£'000		£'000
Short term employee benefits	460		633
Post-employment benefits	16		2
	476		635

 

END