Annual Financial Report

Summary by AI BETAClose X

Duke Capital Limited reported final results for the year ended 31 March 2026, with total cash revenue increasing by 7% to £28.6 million and recurring cash revenue up 5% to £27.1 million. Free cash flow rose 13% to £14.2 million, while profit after tax saw a significant 448% increase to £11.0 million, largely due to reduced fair value losses. Adjusted earnings, however, decreased by 10% to £13.9 million. The company maintained its dividend at 2.80 pence per share and deployed over £21 million into existing capital partners.

Disclaimer*

Duke Capital Limited
18 June 2026
 

18 June 2026

 

Duke Capital Limited

 

("Duke Capital", "Duke" or the "Company")

 

Final Results for the year ended 31 March 2026

 

Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital solutions for SME business owners in Europe and North America, is pleased to announce its audited results for the 12 months ended 31 March 2026 ("FY26").

 

Highlights:

 

·      Total cash revenue of £28.6 million (2025: £26.6 million), an 7% increase

·      Recurring cash revenue* of £27.1 million (2025: £25.8 million), an increase of 5%

·      Free cash flow** of £14.2 million (2025: £12.6 million), an increase of 13%

·      Free cash flow per share of 2.82 pence per share (2025: 2.83 pence)

·      Proft after tax of £11.0 million (2025: £2.0 million), an increase of 448%, reflecting the reduction of non-cash fair value decreases across the investment portfolio

·      Adjusted earnings of £13.9 million, (2025: £15.4 million), a decrease of 10%

·      Dividend of 2.80 pence per share (2025: 2.80 pence)

·      Deployed over £21 million into existing capital partners

 

Post-period end highlights

 

·      £7.0 million of recurring cash revenue expected in Q1 FY27

 

* Recurring cash revenue excludes exit premiums and cash gains from the sale of equity investments

** Free cash flow is defined as net cash inflows from operations plus cash gains from the sale of equity investments less net transaction costs less interest paid on borrowings

 

Nigel Birrell, Chairman of Duke Capital, said: "These results demonstrate the income certainty and resilience created by Duke's disciplined approach to deploying capital into well-established, cash-generative businesses. Our focus over the period has been on backing existing investments, where we have strong relationships with the management teams, and we were pleased to make £21 million of follow-on investments into our portfolio of capital partners.

 

"With the macroeconomic pressures expected to remain, we are actively monitoring our portfolio and aim to maintain the financial discipline that has underpinned our consistent returns to date."

 

Investor Presentation

CEO Neil Johnson, CIO Charlie Cannon Brookes and CFO Hugo Evans will provide a live investor presentation relating to the FY26 results via the Investor Meet Company platform on Monday 22 June 2026 at 2 p.m. BST.

 

The presentation is open to all existing and potential shareholders. Questions can be submitted via the Investor Meet Company dashboard up until 9 a.m. the day before the meeting or at any time during the live presentation.

 

Investors can sign up to Investor Meet Company for free and add to meet Duke Capital via:

https://www.investormeetcompany.com/duke-capital-limited/register-investor

 

Investors who already follow Duke Capital on the Investor Meet Company platform will automatically be invited.

 

This announcement contains inside information.

 

For further information, please visit www.dukecapital.com or contact:

 

 

Duke Capital Limited

Neil Johnson / Charles Cannon Brookes / Hugo Evans

 

+44 (0) 1481 231 816

Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)

Stephen Keys / Callum Davidson / Michael Johnson 

+44 (0) 207 220 0500

 




Canaccord Genuity Limited

(Joint Broker)

 

Adam James / Harry Rees

+44 (0) 207 523 8000

SEC Newgate (Financial Communications)

Elisabeth Cowell / Alice Cho / Gwen Samuel

+ +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk

 

About Duke Capital

 

Duke is a leading provider of hybrid capital solutions for SME business owners in Europe and North America, combining the best features of both equity and debt.

 

Since 2017, Duke has provided unique long-term financing which eliminates re-financing risk and necessity for a short-term exit by providing a unique 'corporate mortgage' while also aligning its returns to grow with the success of the business.

 

Duke is focused on generating attractive risk-adjusted returns for shareholders and has a track record of achieving this across market cycles. Its three investment pillars are capital preservation, attractive dividend yield, and to provide upside upon exits. Duke is listed on the AIM market under the ticker DUKE and is headquartered in Guernsey.

 

 

Chairman's Statement

 

Dear Shareholder,

 

I am pleased to present Duke Capital's Annual Report for the financial year ending 31 March 2026. Against a backdrop of considerable macroeconomic uncertainty, marked by persistent geopolitical instability, re-emerging inflationary pressures and a more cautious monetary policy environment than many had anticipated, Duke Capital has delivered another year of solid and reliable performance. The results set out in this report are a testament to the resilience of our business model, hard work of our employees and the quality of our long-standing capital partners.

 

Global Macroeconomic Environment

 

The year to March 2026 has been shaped by a global economy in structural transition. While inflationary pressures had appeared to be moderating through much of 2024 and into 2025, the combination of geopolitical instability and energy market disruption has caused inflation to re-accelerate across several major economies, complicating the path of monetary policy and dampening growth expectations. Simultaneously, a fundamental shift in the global trade order via tariffs has introduced persistent uncertainty into the planning horizon of many businesses.

 

The consequences are clearly reflected in the latest economic forecasts. The OECD has lowered its UK GDP growth forecast for 2026 to just 0.8%, explicitly citing geopolitical instability and energy supply disruption as the primary drivers of their downward revisions. With UK inflation forecasts averaging 3.2% across 2026, for UK businesses and the consumers they serve, this combination of weak growth and re-emerging inflation creates a genuinely difficult operating environment.

 

The Bank of England's response has been to reduce the base rate from its 5.25% peak through a series of cuts over 2024 and 2025, with the rate reaching 3.75% by December 2025. However, with CPI inflation rising to 3.3% in March 2026, well above the Bank's 2% target, the Monetary Policy Committee has recently held rates at 3.75% for three consecutive meetings with the yield curve now predicting rate hikes rather than cuts later in 2026.

 

Middle East Conflict: Macro Impact and Portfolio Considerations

 

The ongoing conflict in the Middle East, encompassing the war in Gaza, heightened tensions between Israel and Iran. The broader regional instability this has generated has had meaningful consequences for the global economic environment and remains the single most significant source of geopolitical risk on the Board's radar. The sustained disruption to Red Sea shipping lanes has been one of the most tangible economic consequences of the conflict. A significant proportion of global container traffic has been re-routed, extending transit times and increasing freight costs. This has had a persistent inflationary effect on supply chains, increasing input costs, and creating planning uncertainty for businesses reliant on imported components or materials.

 

Energy markets have also been materially affected. Concerns about potential supply disruption, particularly given Iran's significant role in regional energy dynamics, have contributed to elevated and volatile oil and gas prices, feeding directly into the inflation figures referenced above. For Duke's capital partners operating in energy-intensive sectors, elevated input costs have required careful management throughout the year. The Board acknowledges that these pressures are likely to persist into the near term, but notes at the time of writing that a framework deal to end the war has been agreed by the US and Iran, which includes terms for the Strait of Hormuz to be reopened. We will continue to monitor the impact on portfolio performance closely. Beyond direct operational impacts, the conflict clearly has been a meaningful contributor to the elevated risk premium weighing on business sentiment globally.

 

The UK Economy and SME Conditions

 

The UK domestic economy has continued to operate below its potential. Consumer confidence has remained fragile, the labour market has loosened from its post-pandemic tightness, and business investment has been constrained by a combination of elevated borrowing costs and persistent uncertainty. The increase in employer National Insurance contributions and the uplift to the National Living Wage, both effective from April 2025, added meaningfully to the cost burden facing UK businesses, particularly labour-intensive SMEs.

 

More broadly, access to flexible, long-term capital for SMEs has remained constrained as traditional lenders have maintained cautious credit appetites in the lower mid-market, a dynamic that increasingly underpins the strategic relevance of Duke's hybrid capital model and the enduring demand for what we offer. In this environment, businesses are actively seeking patient capital solutions that align with their long-term growth plans rather than traditional leverage-driven structures.

 

Duke Capital in FY26

 

During the year, Duke continued to focus its capital deployment strategy on supporting the existing portfolio. Key transactions included a £6.0 million investment into Integrum Care Group to facilitate the acquisition of a seventh care facility; £3.7 million into Step Investments to help fund expansion of Step's radio network in Ireland, and £2.7 million into New Path Fire and Security to acquire Elite Entrance Systems. Each of these transactions reflects our disciplined approach of deploying capital into well-established, cash-generative businesses alongside management teams we know well. Across our broader portfolio, management teams have demonstrated resilience in navigating cost pressures, with portfolio companies maintaining stable cash generation and continuing to invest in growth initiatives despite the challenging macro environment.

 

I am pleased to report that the Board has once again maintained Duke Capital's quarterly dividend of 0.70 pence per share throughout FY26, delivering an annualised dividend of 2.80 pence per share, consistent with the prior year and representing total dividend payments of £14.1 million to shareholders. This marks another year of quarterly dividend payments, which started at our inception in 2017, and it is a discipline for investors we look to maintain throughout the market cycle.

 

Outlook

 

Looking ahead, the macroeconomic environment is likely to remain uncertain. Geopolitical risk and the broader fracturing of the post-war multilateral order is unlikely to dissipate quickly, and UK businesses must continue to navigate this alongside meaningful domestic pressures with the prospect of inflation rising further through 2026. The team's focus is on maintaining and creating value in our portfolio companies while navigating the macro headwinds.

 

Nonetheless, in my experience, periods of uncertainty and structural transition create genuine opportunities for disciplined, patient capital providers. Duke Capital's model, built on long-term, secured capital commitments to profitable, private, owner-managed businesses, is designed to insulate investors from environments like this one. Our permanent equity capital base can ensure we can focus on long-term preservation of capital without over-reaction to the short-term markets. Furthermore, the structural demand for flexible, patient capital among SME owner-managers across the UK, Ireland and North America remains strong, and our track record of delivering through market cycles positions us well to continue meeting that demand. We remain focused on supporting our existing capital partners, improving outcomes by focusing on the most stressed situations, developing new third-party capital relationships, and maintaining the financial discipline that has underpinned our consistent returns.

 

I would like to thank our executive team, our capital partners, and most importantly you, our shareholders, for your continued support and trust. We remain committed to delivering on our core purpose: generating reliable, long-term returns underpinned by the strength and proven resilience of our unique model.

 

Yours faithfully,

 

 

 

Nigel Birrell

Chairman

 

 

CEO Statement

 

As our Chairman has set out, the year to March 2026 presented a demanding backdrop for small to medium sized businesses, especially in the UK. Against this, in FY26 we are pleased to report Duke Capital delivered further growth in recurring cash revenue, continued to support our capital partners through additional acquisitions and growth investment, and maintained 0.7p quarterly dividend payments to shareholders. The performance of the portfolio reflects the structural characteristics of the hybrid capital model that the Board has developed and refined since the Company's formation.

 

Our Investment Strategy & Portfolio Performance

 

Duke Capital's model is built on three investment objectives: preserving capital through secured lending; generating reliable income through revenue-linked hybrid credit distributions; and creating upside for shareholders through the appreciation in equity value upon exit. Since the formation of Duke, our belief has been one of alignment of interests between Duke's investors and the business owner, to create a long-term agreement which allows businesses to receive capital and retain control. For Duke investors, the discipline of having senior security provides the ability to preserve capital in times of operational stress, while our public company structure means the durations can be matched. From preserving capital, to dividend income, and creating value through equity stakes, FY26 provided further evidence of all three at work.

 

Revenue-linked distributions grow when our partners grow, and the contractual floors provide protection when conditions are more difficult. Our secured position, with fixed and floating charges over the assets of each capital partner, means that capital preservation is structural to our agreements. Our equity stakes, held across 10 of our 14 capital partners, ensure that the value our partners create over time is ultimately shared with our shareholders.

 

During FY26, we deployed approximately £21 million across a number of follow-on investments into existing capital partners, supporting acquisitions and growth in specialist care, commercial services, media and broadcasting, and healthcare. Examples of larger commitments were: £6.0 million to Integrum Group Holdings to fund the acquisition of Swanborough House, extending its brain injury rehabilitation capacity; £3.7 million to Step Investments for the acquisition of Galway Bay FM and a portfolio of four Irish radio stations; and £2.7 million to New Path Fire & Security for the acquisition of Elite Entrance Systems. In each case, we provided capital alongside management teams we know well, into businesses with established trading records and defensible market positions.

 

Our approach of deepening capital commitments within existing partnerships rather than pursuing new partners reflects our deliberate discipline. Focusing on our core strategy and cash flow per share remains the priority over investment growth at a cost of capital that will disadvantage shareholders. While new partners are not the focus for Duke currently, we feel follow-on deployments create investment returns informed by years of monthly management information, direct management relationships, and an accumulated track record of performance. This is a structural advantage that we believe distinguishes our model from more transactional approaches to private lending.

 

It is in periods of macroeconomic stress we are working hardest to prove the investment thesis. The businesses we back are not new or speculative; many have histories spanning decades, with established trading records, durable customer relationships, and proven resilience through prior cycles. By standing alongside these capital partners precisely when conditions are most difficult, rather than retreating as more transactional lenders do, we aim to protect the capital our investors have committed and keep it positioned to create value as conditions normalise. We believe this is where the most enduring value is preserved: continuity of capital through the cycle protects the downside for fundamentally sound, long-established businesses while maintaining the equity participation that allows future value to materialise when growth occurs.

 

As such, we have a track record of leveraging our senior position within the portfolio in times of stress to preserve our capital and maintain alignment, taking control of a business and re-aligning equity participation with the management teams to improve outcomes. As such, post period end, we have started the process of reorganising two partner companies which will involve selling or closing parts of their group which have been affected by the very challenging economic backdrop. Our focus is to maximise capital preservation in these situations and work to restore profitability as quickly as possible.

 

The final strand of our model is that it allows investors to reap the benefits of any outsized returns and we are pleased to report the receipt of the final deferred consideration from our exit of Fabrikat in the fourth quarter, following the completion of a realisation that delivered a 35% IRR over five years. This outcome demonstrates the exit upside that our equity participation is designed to generate, and confirms that the returns available from patient, long-term hybrid capital extend well beyond the yield from credit distributions.

 

Artificial Intelligence

 

We believe artificial intelligence ("AI") is a technology that will be adopted in every facet of business, so we analysed the benefits and risks of AI both to our own business and to our capital partners. We have begun to use AI-assisted tools to strengthen how we manage our portfolio, while we continue to work with our partners and service providers with time-tested, human interactions.

 

In March 2026, the Board approved Duke Capital's AI Strategy and Implementation Playbook. We believe in AI as an assistant to our people, not a replacement for their judgement. We are therefore implementing it through a phased approach, with human oversight and sign-off on everything we do. AI creates value and saves time where it has a demonstrable advantage, but our team makes the final decision, and no output reaches investors, partners, or regulators without human review. We expect it to realise immediate benefits across the initial areas of portfolio monitoring, investor and Board communications, deal screening and due diligence. We have also bolstered our IT and cybersecurity infrastructure and network monitoring in conjunction with the everchanging cyber landscape and remain cognisant of the regulations and laws applicable to Duke.

 

With respect to our capital partners, we believe our long-standing investment philosophy to not invest in companies with a high probability of technological obsolescence will insulate our portfolio against rapid AI disruption. Duke's capital partners are, by design, businesses with operational moats: they manufacture physical products, deliver regulated care services, maintain critical infrastructure, and serve local markets built on skilled workforces and long-standing customer relationships. There will be no change to our disciplined investment criteria that has served us well to this point. However, we are evaluating how using AI within our portfolio will help efficiencies, especially helping those affected most by tax changes and macroeconomic factors. We will always be striving to be more efficient within Duke and our capital partners, and the combination of using technology for efficiencies at both Duke and our portfolio of technology-resilient businesses is, we believe, the right balance for our shareholders.

 

Finance Review

 

Despite the well-documented ongoing macroeconomic uncertainty, I am pleased to report another year of growth in Duke's core cash KPIs in FY26.

 

Cashflow

 

Recurring cash revenue, which mainly refers to the ongoing monthly distributions the Company receives from its capital partners, increased 5% in FY26 to £27.1 million, while total cash revenue grew to £28.6 million, bolstered by the receipt of the final tranche of deferred consideration from Fabrikat.

 

2022

 

2023

 

2024

 

2025

2026


£'000

 

£'000

 

£'000

 

£'000

£'000










Recurring cash revenue

14,941


21,767


24,321


25,761

27,081

Growth

70%


46%


12%


6%

5%










Non-recurring cash revenue

3,466


114


5,965


837

1,499

Growth

55%


(97%)


5128%


(86%)

79%










Total cash revenue

18,407

 

21,881

 

30,286

 

26,598

28,580

Growth

67%

 

19%

 

38%

 

(12%)

7%

 

Free cash flow, defined as net cash inflows from operations plus cash gains from the sale of equity investments less net transaction costs less interest paid on borrowings, increased from £12.6 million to £14.2 million in the year, despite the lack of investment exits. The improvement in free cash flow reflects the revenue growth described above alongside disciplined cost control, with operating expenses paid increasing just 4% to £4.4 million (FY25: £4.2 million), consistent with our commitment to maintaining a lean cost base. Interest paid on borrowings remained broadly stable at £8.5 million (FY25: £8.5 million).

 

Balance sheet

 

The total fair value of the investment portfolio grew to £264 million (FY25: £244 million), driven by the £21 million of follow-on deployments completed during the year. Hybrid credit investments, which represent the core of the portfolio, increased to £249 million (FY25: £226 million). The equity portfolio, held across 10 of our 14 capital partners, stood at £13.8 million (FY25: £15.8 million), with movements reflecting a slight weakening in EBITDA forecasts across a couple of portfolio partners. Term credit investments continued to run off as planned, reducing to £1.0 million (FY25: £2.3 million). Net assets attributable to ordinary shareholders at 31 March 2026 were £175 million (31 March 2025: £178 million).

 

2022

 

2023

 

2024

 

2025

2026


£'000

 

£'000

 

£'000

 

£'000

£'000










Hybrid credit investments

160,479


191,334


210,948


225,684

248,889

Term credit investments

  4,172


  4,652


  5,382


2,322

975

Equity investment

 10,820


 13,529


 15,904


15,812

14,065

Total investment portfolio

175,471

 

209,515

 

232,234

 

243,818

263,929

 

Earnings

 

Total comprehensive income for the year was £11.0 million (FY25: £2.0 million), delivering basic earnings per share of 2.18 pence (FY25: 0.45 pence). The year-on-year improvement reflects a substantially reduced drag from non-cash fair value movements, which decreased from a £14.1 million fair value loss in FY25 to a £2.9 million loss in FY26. The current year fair value loss came from the equity portfolio (£4.4 million), whereas the hybrid credit portfolio showed a fair value gain of £1.9 million. Adjusted earnings, which the Board uses to assess the Group's underlying operating performance by stripping out non-cash and non-recurring items, were £13.9 million (FY25: £15.4 million), giving adjusted earnings per share of 2.77 pence (FY25: 3.48 pence). The year-on-year reduction in adjusted earnings principally reflects the absence of a full investment exit in FY26 relative to prior years.

 

Cash and Liquidity

 

The Group's cash position at 31 March 2026 was £8.3 million (31 March 2025: £19.8 million), reflecting the active deployment of capital during the year. The reduction is entirely consistent with the Board's capital allocation decisions: approximately £21 million was deployed into follow-on investments across hybrid credit investment portfolio and £14.1 million was returned to shareholders through quarterly dividends, funded from the recurring cashflow generated by the portfolio.

 

The Group's borrowing facility with Fairfax Financial Holdings, a £100 million senior secured facility at SONIA plus 5.00% per annum, was fully drawn at the year end (31 March 2025: £10 million undrawn).

 

Looking ahead, the Board's capital allocation priority remains disciplined: supporting existing capital partners on accretive terms, sustaining the dividend, and maintaining sufficient balance sheet flexibility to respond to opportunities as they arise.

 

Dividend

 

The quarterly dividend of 0.70 pence per share has been maintained throughout FY26, delivering 2.80 pence per share annualised and total dividend payments of £14.1 million to shareholders. This represents 36 consecutive quarters of dividends since Duke Capital's formation.

 

Outlook

 

As the Chairman's statement has set out, the macroeconomic environment entering FY27 remains uncertain, domestic pressures on UK businesses are unlikely to abate quickly, and optimism for lower US rates has dimmed. The global private credit market has also begun to show signs of stress.

 

We believe the vulnerabilities in private credit making headlines do not read across to Duke. As a public company, our valuations are independently audited, and our equity capital is not subject to the redemption pressures that have unsettled much of the sector. Our portfolio is also composed predominantly of industrial businesses, rather than the software loans and consumer-exposed credits drawing market concern. That said, the current redemption pressure from investors indicates a negative sentiment for new investments. This headwind makes the timing our third-party capital strategy hard to predict, though we remain confident that our track record will, in time, allow prospective capital providers to recognise the resilience and discipline that set Duke apart.

 

As such, we are pragmatic about the year ahead. Although we saw three rate cuts during FY26, the outlook no longer favours further easing, and persistent inflation and geopolitical headwinds are likely to keep rates higher for longer. These same pressures make growth in the portfolio a lower-probability outcome in the near term, and we are planning accordingly rather than assuming a more favourable environment.

 

The outlook for the portfolio in the coming financial year has both encouraging and challenging aspects.  On the one hand, we have current visibility over two capital partners who are currently going through a formal M&A process with Tier 1 investment banks to sell their business and thereby exit Duke, both of which could occur in the current financial year. While the timing of any exit is ultimately the decision of the partner company's Board and shaped by the attractiveness of the business and the broader financing market, we are cautiously optimistic that the transactions will complete. The recent Fabrikat realisation by example achieved at a 35% IRR over a five-year hold which demonstrates what disciplined patience can deliver. On the other hand, two partner companies most affected by the economic challenges are going through restructuring in parts of their group, which tests the strength of our portfolio and its ability to weather adversity. We will of course keep shareholders informed on a real time basis on all these processes, as they develop.

 

Above all, we remain confident that our portfolio and our business model are resilient across all market conditions: built to preserve capital and return a consistent stream of dividend income when conditions are difficult and to create value when they improve. I thank our shareholders for their continued support and trust in the model and the team. I look forward to reporting further progress.

 

 

Neil Johnson
Chief Executive Officer

 

Consolidated Statement of Cashflows

 


Year to


Year to



31-Mar-26



Note

£'000



Cashflows from operating activities



25,197


     53


1,831


(4,359)


(117)


(850)


Net cash inflow from operating activities

21,755




Cashflows from investing activities



(21,321)


-


(1,975)


3,322


(1,534)


-


-


1,499


(540)


Net cash outflow from investing activities

(20,549)




Cashflows from financing activities



-


-


(14,080)


10,000


(8,531)


-


Net cash (outflow) / inflow from financing activities

(12,611)




Net change in cash and cash equivalents

(11,405)




                       19,767


(104)




Cash and cash equivalents at the end of year

8,258


 

Consolidated Statement of Comprehensive Income

 


Year to


Year to



31-Mar-26



Note

£'000



Income



28,155


       53


(4,412)


  2,261


Total income

26,057




Investment costs



(197)


(55)


Total investment costs

(252)




Operating costs



(3,688)


(402)


(271)


         -


(367)


Total operating costs

(4,728)




Operating profit

21,077




(105)


(9,393)




Profit before tax

11,579




(590)




Profit after tax

10,989





 

 

Consolidated Statement of Financial Position

 


As at




31-Mar-26



Note

£'000


Non-current assets



203


178,795


-


14,065


2,871



195,934


Current assets



70,094


975


891


8,258



80,218




Total assets

276,152




Current liabilities



99


376


741


-



1,216


Non-current liabilities



881


773


98,454



100,108




Net assets

174,828




Equity



195,045


5,161


3,036


(28,414)




Total equity

174,828


 

Consolidated Statement of Changes in Equity

 




Share-based









Shares


payment


Warrant


Retained


Total


Note

issued


reserve


reserve


losses


equity



£'000


£'000


£'000


£'000


£'000












At 1 April 2025

195,045

4,794

3,036

(25,323)

177,552

Total comprehensive income for the year

Transactions with owners

Total transactions with owners

At 31 March 2026

195,045

5,161

3,036

(28,414)

174,828



















Total comprehensive income for the year

-

Transactions with owners

-





Total transactions with owners




At 31 March 2025


 

 

Notes to the Consolidated Financial Statements

 

1.       General Information

 

Duke Capital Limited ("Duke Capital" or the "Company") is a company limited by shares, incorporated in Guernsey under the Companies (Guernsey) Law, 2008. Its shares are traded on the AIM market of the London Stock Exchange. The Company's registered office is shown on page 71.

 

Throughout the year, the "Group" comprised Duke Capital Limited and its wholly owned subsidiaries; Duke Capital UK Credit Limited, Duke Capital Employee Benefit Trust and Duke Capital US GH Holdings, Inc.

 

The Group's investing policy is to invest in a diversified portfolio of hybrid credit finance and related opportunities.

 

2.       Material accounting policy information

 

2.1     Basis of preparation

 

The Consolidated Financial Statements of the Group have been prepared in accordance with UK adopted international accounting standards, and applicable Guernsey law, and reflect the following policies, which have been adopted and applied consistently.

 

The Group has adopted IFRS 10 Consolidated Financial Statements. IFRS 10 requires entities that meet the definition of an investment entity within the standard to account for those controlled entities within the Group's direct investment portfolio as held at fair value through profit or loss ("FVTPL") and to not be consolidated into the financial statements.

 

Subsidiaries that provide investment-related services or engage in permitted investment-related activities with investees, continue to be consolidated unless they are also investment entities.

 

An investment entity is one which:

-     obtains funds from investors for the purpose of providing them with investment management services;

-     invests funds solely for returns from capital appreciation/investment income; and

-     measures and evaluates the performance of substantially all its investment on a fair value basis.

 

In accordance with IFRS 10 the Consolidated Financial Statements include the financial statements of the Company and service entities controlled by the Company made up to the reporting date. Control is achieved where the Company has the power over the potential investee as a result of voting or other rights, has rights to positive or negative variable returns from its involvement with the investee and has the ability to use its power over the investee to affect significantly the amount of its returns.

 

The following subsidiaries are deemed service entities and are consolidated in the group financial statements:

 

-         Duke Capital UK Credit Limited

-         Duke Capital Employee Benefit Trust

 

Under IFRS 12 paragraph 19A, the following subsidiaries have been classified as investment entities under IFRS 10 and therefore not consolidated:

 

Subsidiary Name

Place of business

% ownership

Duke Capital US GH Holdings, Inc.

USA

100%

United Glass Group

UK

73.8%

Integrum Care Group

UK

50.1%

Creo-tech Industrial Group

Canada

99.9%

Intec Business Solutions

UK

100%

MQL

UK

49.9%

Trimite Global Coatings

UK

100%

Tristone Healthcare Limited

UK

50.3%

 

The Consolidated Financial Statements have been prepared on a going concern basis and under the historical cost basis, except for the following:

 

·           Hybrid credit investments - measured at FVTPL;

·           Equity investments - measured at FVTPL;

·           Hybrid credit participation liabilities - measured at FVTPL.

 

Presentation of statement of cashflows

 

The Board considers cashflow to be the most important measure of the Group's performance and subsequently has presented its Consolidated Statement of Cashflows before the Consolidated Statement of Comprehensive Income and Consolidated Statement of Financial Position.

 

There have been no changes to the classification of any of the cashflows or to the overall cash movements.

 

Presentation of statement of comprehensive income

 

In order to better reflect the activities of a hybrid credit financing company, the Consolidated Statement of Comprehensive Income includes additional analysis, splitting the Group's income by investment type.

 

2.2     New accounting standards, interpretations and amendments from 1 April 2025 adopted by the Group

 

In the current period, the Company has considered and adopted all relevant new standards, interpretations and amendments to existing standards that are effective as at year-end.

 

Their adoption has not had any impact on the amounts reported or disclosed in the financial statements.

 

2.3     New Accounting Standards, interpretations and amendments issued but not yet effective

 

At the date of authorisation of these Consolidated Financial Statements, certain standards and interpretations were in issue but not yet effective and have not been applied in these Consolidated Financial Statements.

 

Standards, amendments or interpretations in issue but not yet effective, except for IFRS 18, are not expected to have a material impact on the entity in the current or future reporting periods or on foreseeable future transactions.

 

2.3     New Accounting Standards, interpretations and amendments issued but not yet effective

 

IFRS 18: Presentation and Disclosure in Financial Statements: This Standard replaces IAS 1: Presentation of Financial Statements. It carries forward many requirements from IAS 1 unchanged, effective for periods commencing 1 January 2027. The new accounting standard introduces the following key new requirements:

 

-     Entities are required to classify all income and expenses into five categories in the statement of profit and loss, namely operating, investing, financing, discontinued operations and income tax categories.

-     Entities are also required to present a newly-defined operating profit subtotal. Entities net profit will not change as a result of applying IFRS 18.

-     Management-defined performance measures (MPMs) are disclosed in a single note in the financial statements.

-     Enhanced guidance is provided on how to group information in the financial statements.

-     All entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

 

The Group is still in the process of assessing the impact of the new accounting standard, particularly with respect to the structure of the Group's statement of comprehensive income, the statement of cash flows and the additional disclosures required for MPMs.

 

2.4     Going concern

 

The financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue its operations for the foreseeable future and realise its assets and discharge its liabilities in the normal course of business. In assessing the appropriateness of the going concern basis, the Board and management have considered the Company's financial position, liquidity, and cashflow forecasts, as well as the current and expected impacts of macroeconomic conditions, including geopolitical conflicts in the Middle East, continuing inflationary pressures, global tariffs and global economic uncertainty.

 

Stress testing and scenario analyses have been performed, which indicate that the Company is able to withstand potential downside scenarios without compromising operational capability. These assessments have been included into the fair value in the hybrid credit models (refer to notes 9,23 and 24).

 

Based on this assessment and bearing in mind the nature of the Group's recurring revenue streams and after assessing the 12-month forecasts from the date of authorisation of the financial statements, the Directors consider that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the Consolidated Financial Statements.

 

In making the assessment, the Directors did not consider there to be any material uncertainty relating to events or conditions that individually or collectively may cast significant doubt on the Group's ability to continue as a going concern.

 

2.5     Basis of consolidation

 

Where the Company has control over an investee, it is classified as a subsidiary. The Company controls an investee if all three of the following elements are present: power over the investee, exposure to variable returns from the investee, and the ability of the investor to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.

 

2.5     Basis of consolidation

 

All intra-group transactions, balances, income and expenses are eliminated on consolidation. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted across the Group. The EBT has been consolidated on the basis that Duke Capital Limited exercises control over the Trust.

 

2.6     Segmental reporting

 

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors, as a whole. The key measure of performance used by the Board to assess the Group's performance and to allocate resources is operating cashflow, as calculated under IFRS, and therefore no reconciliation is required between the measure of performance used by the Board and that contained in these Consolidated Financial Statements.

 

For management purposes, the Group's investment objective is to focus on one main operating segment and to invest in a diversified portfolio of hybrid credit finance and related opportunities. At the end of the period the Group has 14 (2025: 14) investments into this segment and has derived income from them. Due to the Group's nature, it has no customers.

 

2.7     Foreign currency

 

Functional and presentation currency

 

Items included in the Consolidated Financial Statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the "functional currency"). The Consolidated Financial Statements are presented in Pounds Sterling, which is also the functional currency of the Company and its subsidiaries.

 

Transactions and balances

 

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Monetary foreign currency assets and liabilities are translated into the functional currency using the exchange rate prevailing at the reporting date.

 

Foreign exchange gains and losses relating to the financial assets and financial liabilities carried at fair value through profit or loss are presented in the Consolidated Statement of Comprehensive Income within 'hybrid credit investment', 'term credit investment income' and 'equity investment income'.

 

Foreign exchange gains and losses relating to cash and cash equivalents are presented in the Consolidated Statement of Comprehensive Income within 'net foreign currency movement'. This has been presented below operating costs as this best reflects the true nature of the balance.

 

2.8     Transaction costs

 

Transaction costs are costs incurred to acquire financial assets at fair value through profit or loss. They include finders' fees, legal and due diligence fees and other fees paid to agents and advisers. Transaction costs, when incurred, are recognised immediately in profit or loss as an expense. Where transaction costs are in respect of term credit investments (carried at amortised cost), these are offset using the effective interest method.

 

Transaction costs are also incurred to acquire financial liabilities carried at amortised cost; these are offset using the effective interest method.

 

2.9     Income tax

 

The income tax expense or credit for the period is the tax payable on the current period's taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Company's subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

 

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the Consolidated Financial Statements. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

 

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

 

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

 

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

 

2.10   Financial instruments

 

Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are only offset and the net amount reported in the Consolidated Statement of Financial Position and Consolidated Statement of Comprehensive Income when there is a currently enforceable legal right to offset the recognised amounts, and the Group intends to settle on a net basis or realise the asset and liability simultaneously.

 

a.       Financial assets at FVTPL

 

Hybrid credit investments are debt instruments classified at FVTPL under IFRS 9. The return on these investments is linked to a fluctuating revenue stream and thus, whilst the business model is to collect contractual cashflows, such cashflows are not solely payments of principal and interest. Such assets are recognised initially at fair value and remeasured at each reporting date. The change in fair value is recognised in profit or loss and is presented within 'hybrid credit investment income' in the Consolidated Statement of Comprehensive Income. The fair value of these financial instruments is determined using discounted cashflow analysis. Further details of the methods and assumptions used in determining the fair value can be found in note 23.

 

Investments in equity instruments are classified at FVTPL. The Group subsequently measures all equity investments at fair value and the change in fair value is recognised in profit or loss and is presented within the 'equity investment income' in the Consolidated Statement of Comprehensive Income. Dividends from such investments are recognised in profit or loss when the Group's right to receive payments is established.

 

b.       Financial liabilities at FVTPL

 

Financial liabilities at FVTPL comprise hybrid credit participation liabilities. These liabilities arise under a contractual agreement between the Group and a strategic partner for the provision of services in connection with the Group's hybrid credit financing arrangements. Under this agreement services are provided in exchange for a percentage of gross royalties' receivable. These instruments are classified at FVTPL on the basis that the liability is linked to the Group's hybrid credit investments. Such liabilities are recognised initially at fair value with the costs being recorded immediately in profit or loss as 'hybrid credit participation fees' and remeasured at each reporting date in order to avoid an accounting mismatch. The change in fair value is recognised in profit or loss and presented within 'hybrid credit investment income'. The fair value of these financial instruments is determined using discounted cashflow analysis. Further details of the methods and assumptions used in determining the fair value can be found in note 23.

 

2.11   Share-based payments

 

The Group operates an equity-settled Share Option Plan and a Long-Term Incentive Plan for its Directors and key staff members.

 

The fair value of awards granted under the above plans is recognised in profit or loss with a corresponding increase in equity. The total amount to be expensed is determined by reference to the fair value of the awards granted:

 

·           including any market performance conditions (e.g., the entity's share price);

·           excluding the impact of any service and non-market performance vesting conditions (e.g. increase in cash available for distribution, remaining a director for a specified time period); and

·           including the impact of any non-vesting conditions.

 

The total expense is recognised over the vesting period, which is the period over which all of the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of options that are expected to vest based on the non-market vesting and service conditions. It recognises the impact of the revision to original estimates, if any, in profit or loss, with a corresponding adjustment to equity.

 

The Group also settles a portion of expenses by way of share-based payments. These expenses are settled based on the fair value of the service received as an expense with the corresponding amount increasing equity. All expenses recognised in the year in relation to the Group's Share Option and Long-Term Incentive Plan schemes are recognised through the share-based payment reserve.

 

3.       Critical accounting estimates

 

The preparation of the Consolidated Financial Statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of policies and the reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of revision and future periods, if the revision affects both current and future periods. The following estimates and assumptions that may cause a material adjustment to the carrying amount of assets and liabilities are:

 

Fair value of hybrid credit investments

 

Hybrid credit investments are valued using a discounted cashflow analysis. The discount rate used in these valuations has been estimated to take account of market interest rates and the credit worthiness of the investee. Revenue growth has been estimated by the Directors and is based on unobservable market inputs.

 

Where the hybrid credit investment contains a buy-back clause, the Directors have assessed the likelihood of this occurring. Where occurrence of the buyback is deemed likely, the exit date is built into the discounted cashflow at the appropriate point. At each reporting date, this exit date is reviewed and amended if the buyback assumption has changed.

 

These assumptions are reviewed semi-annually. The Directors believe that the applied valuation techniques and assumptions used are appropriate in determining the fair value of the hybrid credit investments and have adjusted the discount rates and estimated revenue growth where necessary. Further details of the carrying values, methods, assumptions and sensitivities used in determining the fair value can be found in note 23.

 

Fair value of equity investments

 

The Group's equity investments are not traded in an active market and thus the fair value of the instruments is determined using valuation techniques. The Group makes assumptions based on market conditions at the end of each reporting period. The key estimates that the Directors have made in arriving at the fair values are the price/earnings multiples to be applied to the investee entities' profits. These multiples have been estimated based on market information for similar types of companies. The carrying value of equity investments is disclosed in note 11. Further details of the methods, assumptions and sensitivities used in determining the fair value can be found in note 23.

 

4.       Auditor's remuneration

2026


2025

 

£'000


£'000

 

 



Audit of the Consolidated Financial Statements

109


107

 

5.       Administration and personnel

2026


2025

 

£'000


£'000

 

 



Support services administration fees

755


735

Directors' fees

1,198


1,262

Investment Committee fees

28


108

Personnel costs

1,707


1,404


3,688


3,509

 

6.       Finance costs

2026


2025

 

£'000


£'000





Interest payable on borrowings

8,550


8,611

Deferred finance costs released to P&L

843


843


9,393


9,454

 

7.       Income tax

The Company has been granted exemption from Guernsey taxation. The Company's subsidiaries in the UK are subject to taxation in accordance with relevant tax legislation.

 

2026


2025

 

£'000


£'000





Current tax




Income tax expense

584


1,362





Deferred tax




Increase in deferred tax assets

6


(2,629)

Total deferred tax benefit

6


(2,629)





Income tax (credit) / expense

590


(1,267)

 

Factors affecting income tax expense for the year

 

2026


2025

 

£'000


£'000





Profit on ordinary activities before tax

11,579


738





UK withholding tax at 20%

-


1,042

Overseas withholding taxes

584


320

Deferred tax expense / (credit)

6


(2,629)

Income tax expense (credit)

590


(1,267)

 

 

8.       Earnings per share

2026


2025

 

 



Total comprehensive income (£'000)

10,989


2,005

Weighted average number of Ordinary Shares in issue, excluding treasury shares (000s)

503,058


443,930

Basic earnings per share (pence)

2.18


0.45


 



Total comprehensive income (£'000)

10,989


2,005

Diluted weighted average number of Ordinary Shares in issue, excluding treasury shares (000s)

509,247


443,930

Diluted earnings per share (pence)

2.16


0.45

 

Basic earnings per share is calculated by dividing total comprehensive income for the period by the weighted average number of shares in issue throughout the period, excluding treasury shares (see note 17).

 

All share options, warrants and Long-Term Incentive Plan awards in issue are not dilutive at the year-end as the exercise prices were above the average share price for the period. However, these could become dilutive in future periods.

 

Adjusted earnings per share

 

In addition to the GAAP Measures, we present adjusted EPS, a non-GAAP measure, to provide investors with additional insight into our financial performance. Adjusted earnings represent the Group's underlying performance from core activities. Adjusted earnings is the total comprehensive income adjusted for unrealised and non-core fair value movements, non-cash items and transaction-related costs, including hybrid credit participation fees, together with the tax effects thereon. Given the sensitivity of the inputs used to determine the fair value of its investments, the Group believes that adjusted earnings is a better reflection of its ongoing financial performance.

 

Valuation and other non-cash movements such as those outlined are not considered by management in assessing the level of profit and cash generation of the Group. Additionally, IFRS 9 requires transaction-related costs to be expensed immediately whilst the income benefit is over the life of the asset. As such, an adjusted earnings measure is used which reflects the underlying contribution from the Group's core activities during the year.

 

Adjusted earnings per share

 

2026


2025

 

£'000


£'000





Total comprehensive income for the year

10,989


2,005

Unrealised fair value movements

2,586


14,070

Expected credit loss

 -


(78)

Share-based payments

 367


409

Transactions costs net of costs reimbursed

 252


257

Tax effect of the adjustments above at Group effective rate

(273)


(1,223)

Adjusted earnings

13,921


15,440

 

8.       Earnings per share

2026


2025





Adjusted earnings for the year (£'000)

13,921


15,440

Weighted average number of Ordinary Shares in issue, excluding treasury shares (000s)

503,058


443,930

Adjusted earnings per share (pence)

2.77


3.48


 



Diluted adjusted earnings for the year (£'000)

13,921


15,440

Diluted weighted average number of Ordinary Shares in issue, excluding treasury shares (000s)

509,247


443,930

Diluted adjusted earnings per share (pence)

2.73


3.48

 

9.       Hybrid credit investments

Hybrid credit investments are financial assets held at FVTPL that relate to the provision of hybrid credit capital to a diversified portfolio of companies.

 

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



At 1 April

225,684


210,948

Additions - cash

21,321


24,500

Additions - refinancing of term credit investment (note 10)

-


3,250

Exits - cash

-


(3,987)

Settled via issue of equity investment (note 11)

-


(848)

Gain / (loss) on financial assets at FVTPL

1,885


(8,179)

As at 31 March

248,890


225,684

 

Hybrid credit investments are comprised of:

31-Mar-26


31-Mar-25

 

£'000


£'000





Non-current

178,795


190,100

Current

70,095


35,584


248,890


225,684

 

Hybrid credit investment income on the face of the Consolidated Statement of Comprehensive Income comprises:

 

2026


2025

 

£'000


£'000

 

 



Hybrid credit interest

25,197


24,184

Hybrid credit premiums

-


816

Total hybrid credit cash revenue

25,197


25,000

Hybrid credit equitised revenue

1,132


2,368

Gain / (loss) on hybrid credit assets at FVTPL

1,885


(8,179)

Loss on hybrid credit liabilities at FVTPL

(59)


(21)


28,155


19,168

 

The Group's hybrid credit investment assets comprise hybrid credit financing agreements with 14 (31 March 2025: 14) investees.

 

During the year, £1,132,000 (2025: £2,368,000) of hybrid credit interest in one investment partner was converted into ordinary share capital of the respective partners.

 

10.     Term credit investments

Term credit investments are financial assets held at amortised cost.

 

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



At 1 April

2,322


5,382

Additions

1,975


2,286

Disposals

(3,322)


-

Refinanced via hybrid credit investment (note 9)

-


(3,250)

Settled via issue of equity investment (note 11)

-


(2,192)

ECL allowance

-


60

Foreign exchange movement

-


36

As at 31 March

975


2,322

 

The Group holds one term credit investment (31 March 2025: one). During the year, £nil (2025: £2,193,000) of term credit investments were converted into ordinary share capital.

 

The term credit investments mature as follows:

 

31-Mar-26


31-Mar-25

 

£'000


£'000





In less than one year

975


-

In one to two years

-


2,322


975


2,322

 

Term credit investment income:

 

2026


2025

 

£'000


£'000





Term credit interest charged

53


158


53


158

 

ECL analysis

 

The measurement of ECLs is primarily based on the product of the instrument's probability of default ("PD"), loss given default ("LGD"), and exposure at default ("EAD"). The Group analyses a range of factors to determine the credit risk of each investment. These include, but are not limited to:

 

·           liquidity and cashflows of the underlying businesses;

·           security strength;

·           covenant cover; and

·           balance sheet strength.

 

If there is a material change in these factors, the weighting of either the PD, LGD or EAD changes, thereby changing the ECL impairment.

 

The disclosure below presents the gross and net carrying value of the Group's credit investments by stage:

 

 

Gross carrying amount

 

Allowance for ECLs

 

Net

Carrying amount

As at 31 March 2026

£'000

 

£'000

 

£'000

 

 

 

 

 

 

Stage 1

975

 

-

 

975

Stage 2

-

 

-

 

-

Stage 3

-

 

-

 

-


975

 

-

 

975

 





 

Gross carrying amount


Allowance for ECLs


Carrying amount

As at 31 March 2025

£'000


£'000


£'000







Stage 1

2,322


-


2,322

Stage 2

-


-


-

Stage 3

-


-


-


2,322


-


2,322

 

Under the ECL model introduced by IFRS 9, impairment provisions are driven by changes in credit risk of instruments, with a provision for lifetime expected credit losses recognised where the risk of default of an instrument has increased significantly since initial recognition.

 

The credit risk profile of the investments has not increased materially and they remain Stage 1 assets. No credit losses have been charged for the Stage 1 assets.

 

The following table analyses the Group's provision for ECLs by stage:

 

Stage 1

 

Stage 2

 

Stage 3

 

Total

 

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 


 

Carrying value at 31 March 2026

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

Carrying value at 1 April 2024

78


-


-


78

Expected credit losses on credit investments in year

(60)


-


-


(60)

Expected credit losses on other receivables in year

(18)


-


-


(18)

Carrying value at 31 March 2025

-


-


-


-

 

 

11.     Equity investments

Equity investments are financial assets held at FVTPL.

 

31-Mar-26


31-Mar-25

 

£'000


£'000





At 1 April

15,812


15,904

Additions - cash

1,534


370

Additions - equitised revenue

1,131


2,368

Additions - receipt of equity as part settlement of hybrid credit investment (note 9)

-


848

Additions - receipt of equity as part settlement of term credit investment (note 10)

-


2,192

Loss on equity assets at FVTPL

(4,412)


(5,870)

As at 31 March

14,065


15,812

 

The Group's net equity investments comprise unlisted shares in 11 capital partners (31 March 2025: 11).

 

During the year, £1,132,000 (2025: £2,368,000) of hybrid credit interest in one investment partner was converted into ordinary share capital of the respective partners.

 

During the year, £nil (2025: £2,193,000) of term credit investments were converted into ordinary share capital.

 

Equity investment income on the face of the Consolidated Statement of Comprehensive Income comprises:

 

2026


2025

 

£'000


£'000





Unrealised gain on equity assets at FVTPL

(4,412)


(5,870)

Dividend income

-


21


(4,412)


(5,849)

12.     Hybrid credit debt liabilities

Hybrid credit debt liabilities are financial liabilities held at FVTPL.

 

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



At 1 April

1,038


1,104

Payments made

(117)


(87)

Gain on hybrid credit debt liabilities at FVTPL

59


21

As at 31 March

980


1,038

 

Hybrid credit debt liabilities are comprised of:

 

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



Current

99


140

Non-current

881


898


980


1,038

 

13.     Trade and other receivables

31-Mar-26


31-Mar-25

 

£'000


£'000

Current




Prepayments and accrued income

816


362

Other receivables

75


1,574


891


1,936

 

14.     Trade and other payables

31-Mar-26


31-Mar-25

 

£'000


£'000

Current




Trade payables

12


13

Transaction costs

223


241

Accruals and deferred income

141


190


376


444

Non-current

 



Transaction costs

773


967


1,149


1,411

 

15.     Borrowings

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



Current - accrued interest

741


723

Non-current

98,454


87,611


99,195


88,334

 

In January 2023, the Group entered into a credit facility agreement with Fairfax Financial Holdings Limited and certain of its subsidiaries ("Fairfax") and issued Fairfax 41,615,134 warrants. The facility is up to £100 million at SONIA plus 5.00% per annum and expires in January 2028, at which point the entire facility will be repaid.

 

At 31 March 2026, £nil (31 March 2025: £10,000,000) was undrawn on the facility.

 

At 31 March 2026, £1,546,000 (31 March 2025: £2,336,000) of unamortised warrant costs and fees remained outstanding.

 

The table below sets out an analysis of the liabilities arising from financing activities and the movements in the liabilities arising from financing activities for the year ended 31 March 2026 and prior year.

 

 

Interest Payable £'000


Borrowings £'000


£'000

 

£'000


 

 

 

At 1 April 2025

723

 

87,611

Cash movements

 

 

 

Loan advanced

-

 

10,000

Interest paid

(8,531)

 

-

Non-cash movements

 

 

 

Deferred finance costs released to P&L

-

 

843

Interest charged

8,549

 

-

At 31 March 2026

741

 

98,454

 

Interest Payable £'000

 

Borrowings £'000


£'000

 

£'000


 


 

At 1 April 2024

632


69,772

Cash movements




Loan advanced

-


17,000

Deferred finance costs paid

-


(4)

Interest paid

(8,520)


-

Non-cash movements




Deferred finance costs released to P&L

-


843

Interest charged

8,611


-

At 31 March 2025

723


87,611

 

16.     Goodwill

 

Goodwill

 

£'000



Opening and closing net book value at 1 April 2024, 31 March 2025 and 31 March 2026.

203



 

The goodwill has not been assessed for impairment on the basis of materiality.

 

17.     Share capital

 

External Shares

No.

 

Treasury Shares

No.

 

Total shares

No.


£'000

Allotted, called up and fully paid

 

 

 

 

 


 

At 1 April 2025

502,198

 

7,618

 

509,816

 

195,045









PSA shares vested during year

1,318

 

(1,318)

 

-

 

-

At 31 March 2026

503,516

 

6,300

 

509,816

 

195,045


 

 

 

 

 

 

 


External Shares

No.


Treasury Shares

No.


Total shares

No.


£'000

Allotted, called up and fully paid

 

 

 

 

 


 

At 1 April 2024

415,427


6,063


421,490


172,939









Shares issued for cash during the year

85,455


-


85,455


23,500

Share issuance costs

-


-


-


(1,394)

PSA shares vested during year

1,316


(1,316)


-


-

Shares issued to Employee Benefit Trust during the year

-


2,871


2,871


-

At 31 March 2025

502,198


7,618


509,816


195,045


 

 

 

 

 

 

 

There is a single class of shares. There are no restrictions on the distribution of dividends and the repayment of capital with respect to externally held shares. The shares held by the Duke Capital Employee Benefit Trust are treated as treasury shares. The rights to voting rights have been waived in respect of these shares.

 

18.     Equity-settled share-based payments

 

Warrant reserve

 

Warrants No. (000)


£'000

 

£'000


£'000





At 1 April 2024, 31 March 2025 and 31 March 2026

43,990


3,036

 

The warrants expire in January 2028 and have an exercise price of 45 pence. A total expense of £2,771,000 has been capitalised and will be amortised over the life of the warrants. In the year to 31 March 2026, an expense of £554,000 (2025: £554,000) was recognised through finance costs in relation to the warrants.

 

At 31 March 2026, 43,990,000 (31 March 2025: 43,990,000) warrants were outstanding. The weighted average remaining contractual life was 1.8 years (31 March 2025: 2.8 years).

 

Share-based payment reserve

 

LTIP

 

£'000

 

 

At 1 April 2024

4,385

LTIP awards

409

At 31 March 2025

4,794


 

LTIP awards

367

At 31 March 2026

5,161

 

Long-Term Incentive Plan

 

Under the previous rules of the Long-Term Incentive Plan ("LTIP") the Remuneration Committee may grant Performance Share Awards ("PSAs") which vest after a period of three years and are subject to various performance conditions. Previously the LTIP awards were subject to a performance condition based 50 per cent on total shareholder return ("TSR") and 50% on total cash available for distribution ("TCAD per share"). TSR can be defined as the returns generated by shareholders based on the combined value of the dividends paid out by the Company and the share price performance over the period in question.

 

Following a review of the LTIP plan during the year to 31 March 2026, vesting conditions were amended so that the awards were subject to performance conditions based 25% on TSR and 25% on TCAD. The remaining 50% is based on continuous employment with the company and vests in three equal tranches on a straight-line basis at the end of year 1, 2 and 3 of the three-year vesting period. Awards granted on July 2023 and July 2024 are subject to the old LTIP rules while awards granted on July 2025 are subject to the new LTIP rules. Upon vesting the awards are issued fully paid.

 

The fair value of the LTIP awards consists of (a) the fair value of the TSR portion (b) the fair value of the TCAD per share portion; and (c) the fair value of the time-based portion. Since no consideration is paid for the awards, the fair value of the awards is based on the share price at the date of grant, as adjusted for the probability of the likely vesting of the performance conditions.

 

Since the performance condition in respect of the TSR portion is a market condition, the probability of vesting is not revisited following the date of grant. The probability of vesting of the TCAD per share portion and time-based portion contain a non-market condition and are therefore reassessed at each reporting date. The resulting fair values are recorded on a straight-line basis over the vesting period of the awards.

 

The following table shows the movements in the PSAs in issue during the year.

 

Long-Term Incentive Plan

2026


2025

 

000s


000s

 

 


 

At 1 April

13,844


9,726

PSAs issued during the year

4,633


6,226

PSAs vested during the year

(1,318)


(1,318)

PSAs lapsed during the year

(2,636)


(790)

At 31 March

14,522


13,844

 

At 31 March 2026, 14,522,000 (31 March 2025: 13,844,000) PSAs were outstanding. The weighted average remaining vesting period was 1.4 years (31 March 2025: 1.5 years).

 

19.     Distributable reserves

Pursuant to the Companies (Guernsey) Law, 2008 (as amended), all reserves (including share capital) can be designated as distributable. However, in accordance with the Admission Document, the Company shall not make any distribution of capital profits or capital reserves except by means of capitalisation issues in the form of fully paid Ordinary Shares or issue securities by way of capitalisation of profits or reserves except fully paid Ordinary Shares issued to the holders of its Ordinary Shares.

 

20.     Dividends

The following interim dividends have been recorded in the years to 31 March 2025 and 31 March 2026:

 


Dividend per

Dividends



share

payable



pence/share

£'000

Record date

Payment date



28 March 2025

14 April 2025


0.70


3,515

30 June 2025

14 July 2025


0.70


3,515

26 September 2025

14 October 2025


0.70


3,525

30 December 2025

14 January 2026


0.70


3,525




14,080

 

 

Rights to dividends have been waived in respect of shares held by the Group's Employee Benefit Trust (See note 17).

 

21.     Deferred tax

 

The temporary differences for deferred tax are attributable to:

 

Hybrid credit investment

 

Tax

losses


Total

 

£'000

 

£'000

 

£'000

 

 

 

 


 

At 31 March 2025

190

 

2,687

 

2,877

(Charged) / credited to profit & loss

(6)

 

-

 

(6)

At 31 March 2026

184

 

2,687

 

2,871


 

 

 



At 31 March 2024

195


211


406

(Charged) / credited to profit & loss

(5)

 

2,634


2,629

Utilised in year

-

 

(158)


(158)

At 31 March 2025

190

 

2,687


2,877

 

A deferred tax asset has been recognised as it is expected that future taxable profits will be available which the Group can use against the current year tax losses.

 

22.     Related parties

 

Directors' fees

 

The following fees were payable to the Directors during the year:

Basic fees

Annual bonus

Total

 

Basic fees

Annual bonus

Total

 

2026

2026

2026

 

2025

2025

2025

 

£'000

£'000

£'000

 

£'000

£'000

£'000

Non-Executive

 

 

 

 




N Birrell

70

-

70

 

70

-

70

M Wrigley

50

-

50

 

50

-

50

M Wilms

50

-

50

 

50

-

50

Executive

 

 

 

 




N Johnson

330

184

514

 

330

216

546

C Cannon Brookes

330

184

514

 

330

216

546


830

368

1,198

 

830

432

1,262

 

Fees relating to Charles Cannon Brookes are paid to Arlington Group Asset Management Limited.

 

At 31 March 2026, no Directors' fees were outstanding (2025: no fees outstanding).

 

Support services administration fees

 

The following amounts were payable to related parties during the year in respect of support services fees:

 

2026


2025

 

£'000


£'000

 

 



Abingdon Capital Corporation

655


635

Arlington Group Asset Management Limited

100


100


755


735

 

Support Service Agreements with Abingdon Capital Corporation ("Abingdon"), a company of which Neil Johnson is a director, and Arlington Group Asset Management Limited ("Arlington"), a company of which Charles Cannon Brookes is a director, were signed on 16 June 2015. The services to be provided by both Abingdon and Arlington include global deal origination, vertical partner relationships, office rental and assisting the Board with the selection, execution and monitoring of capital partners and investment performance. Abingdon fees also include fees relating to remuneration of staff residing in North America.

 

LTIP awards

 

The Group's related parties, either directly or beneficially, held share options issued under the Group's Long-Term Incentive Plan as follows:

 

2026


2025

 

No.


No.

 

 



N Johnson

3,979


4,049

C Cannon Brookes

3,894


3,823


7,873


7,872

Dividends

 

The following dividends were paid to related parties:

 

 

2026


2025

 

£'000


£'000

 

 



N Johnson1

219


206

C Cannon Brookes2

350


296

N Birrell

47


40

M Wrigley

1


1

M Wilms

10


3


627


546

 

1 Includes dividends paid to Abinvest Corporation, a wholly owned subsidiary of Abingdon

2 Includes dividends paid to Arlington

 

23.     Fair value measurements

 

IFRS 13 requires disclosure of fair value measurements by level of the following fair value hierarchy:

 

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical assets and liabilities that the entity can readily observe.

 

Level 2: Inputs are inputs other than quoted prices included within level 1 that are observable for the asset, either directly or indirectly.

 

Level 3: Inputs that are not based on observable market data (unobservable inputs).

 

The Group has classified its financial instruments into the three levels prescribed as follows:

 

31-Mar-26

Level 3

£'000

Financial assets



248,890

14,065

262,955


975

263,930


Financial liabilities



980


99,195

100,175

 

The following table presents the changes in level 3 items for the years ended 31 March 2026 and 31 March 2025:

 

Financial


Financial



assets


liabilities


Total

£'000


£'000


£'000


243,818


(89,372)


154,446

21,321


   -


   21,321

  1,975


   -


     1,975

  2,665


   -


     2,665

          -


(10,000)


(10,000)

          -


   -


  -

(3,322)


   -


(3,322)

-


117


117

  1,885


(59)


1,826

(4,412)


   -


     (4,412)

 -


(18)


(18)

 -


(843)


(843)

At 31 March 2026

263,930


(100,175)


 163,755

 

 

Financial


Financial



assets


liabilities


Total

£'000


£'000


£'000


232,234


(71,508)


160,726

27,750


-


27,750

2,286


-


2,286

5,778


-


5,778

 -


(17,000)


(17,000)

(4,835)


-


(4,835)

(5,442)


-


(5,442)

 -


87


87

(8,179)


-


(8,179)

(5,870)


-


(5,870)

 -


(91)


(91)

60


-


60

 -


(839)


(839)

36


(21)


15

243,818


(89,372)


154,446

 

 

Valuation techniques used to determine fair values

 

The fair value of the Group's hybrid credit financial instruments is determined using discounted cashflow analysis and all the resulting fair value estimates are included in level 3. The fair value of the equity instruments is determined applying an EBITDA multiple to the underlying businesses' forward-looking EBITDA. All resulting fair value estimates are included in level 3.

 

Valuation processes

 

The main level 3 inputs used by the Group are derived and evaluated as follows:

 

Annual adjustment factors for hybrid credit investments and hybrid credit participation liabilities

 

These factors are estimated based upon the underlying past and projected performance of the hybrid credit investee companies together with general market conditions.

 

Discount rates for financial assets and financial liabilities

 

These are initially estimated based upon the projected internal rate of return of the hybrid credit investment and subsequently adjusted to reflect changes in credit risk determined by the Group's Investment Committee.

 

EBITDA multiples

 

These multiples are based on comparable market transactions.

 

Forward-looking EBITDA

 

These are estimated based on the projected underlying performance of the hybrid credit investee companies together.

 

Changes in level 3 fair values are analysed at the end of each reporting period and reasons for the fair value movements are documented.

 

Valuation inputs and relationships to fair value

 

The following summary outlines the quantitative information about the significant unobservable inputs used in level 3 fair value measurements:

 

Hybrid credit investments

 

The unobservable inputs are the annual adjustment factor and the discount rate. The range of annual adjustment factors used is -6.0% to 6.0% (2025: -6.0%% to 6.0%) and the range of risk-adjusted discount rates is 9.4% to 17.8% (2025: 14.7% to 17.7%).

 

An increase in the annual revenue growth rates (subject to the collars set under the terms of the hybrid credit financing agreements) of 5% would increase the fair value by £658,000 (2025: £997,000).

 

A decrease in the annual revenue growth rates (subject to the collars set under the terms of the hybrid credit financing agreements) of 5% would decrease the fair value by £800,000 (2025: £995,000).

 

An increase in the discount rate of 25 basis points would decrease the fair value by £1,956,000 (2025: £2,262,000).

 

A reduction in the discount rate of 25 basis points would increase the fair value by £1,993,000 (2025: £2,312,000).

 

Equity investments

 

The unobservable inputs are the EBITDA multiples and forward-looking EBITDA. The range of EBITDA multiples used is 4.3x to 7.9x (2025: 4.2x to 8.0x).

 

An increase in the EBITDA multiple of 25 basis points would increase fair value by £1,741,000 (2025: £1,669,000).

 

A decrease in the EBITDA multiple of 25 basis points would decrease fair value by £1,741,000 (2025: £1,769,000).

 

An increase in the forward-looking EBITDA of 5% would increase the fair value by £2,048,000 (2025: £2,077,000).

 

A decrease in the forward-looking EBITDA of 5% would decrease fair value by £2,048,000 (2025: £2,077,000).

 

Hybrid credit participation instruments

 

The unobservable inputs are the annual adjustment factor and the discount rate used in the fair value calculation of the hybrid credit investments. The range of annual adjustment factors used is -6%% to +6%% (2025: -6.0% to 6.0%) and the range of risk-adjusted discount rates is 16.3% to 17.7% (2025: 16.3% to 17.7%).

 

An increase in the annual adjustment factor (subject to the collars set under the terms of the hybrid credit financing agreements) of 5% would increase the fair value of the liability by £3,000 (2025: £3,000).

 

A decrease in the annual adjustment factor (subject to the collars set under the terms of the hybrid credit financing agreements) of 5% would decrease the fair value of the liability by £4,000 (2025: £2,000).

 

An increase in the discount rate of 25 basis points would decrease the fair value of the liability by £7,000 (2025: £10,000).

 

A reduction in the discount rate of 25 basis points would increase the fair value of the liability by £7,000 (2025: £10,000).

 

24.     Financial risk management

 

The Group's hybrid credit financing activities expose it to various types of risk that are associated with the investee companies to which it provides hybrid credit finance. The most important types of financial risk to which the Group is exposed are market risk, liquidity risk and credit risk. Market risk includes other price risk, foreign currency risk and interest rate risk. The Board of Directors has overall responsibility for risk management and the policies adopted to minimise potential adverse effects on the Group's financial performance.

 

Principal financial instruments:

 

The principal financial instruments used by the Group from which financial instrument risk arises, are as follows:

 

31-Mar-26

£'000



248,890

225,684

14,065

15,812

262,955

241,496





975

2,322

8,258

19,767

891

1,936

10,124

24,025



Total financial assets

273,079

265,521





(99,195)

(88,334)

(1,525)

(1,411)

(100,720)

(89,745)



(980)

(1,038)



Total financial liabilities

(101,700)

(90,783)

 

Market risk

 

Market risk comprises foreign exchange risk, interest rate risk and other price risk.

 

Foreign exchange risk

 

Currency risk is the risk that the fair value or future cashflows of a financial instrument will fluctuate because of changes in foreign currency exchange rates.

 

The Group is exposed to foreign exchange risk arising from foreign currency transactions, primarily with respect to the US Dollar, Canadian Dollar and Euro. Foreign exchange risk arises from future commercial transactions in recognised assets and liabilities denominated in a currency that is not the functional currency of the Company and its subsidiary.

 

The Board monitors foreign exchange risk on a regular basis. The Group's exposure to this risk is outlined below.

 

The Group's exposure to foreign currency risk at the end of the reporting period was as follows:

 

31-Mar-26

 

31-Mar-26


31-Mar-26

 

31-Mar-25


31-Mar-25


31-Mar-25

 

Euro

 

US Dollar


CAD Dollar

 

Euro


US Dollar


CAD Dollar

 

£'000

 

£'000


£'000

 

£'000


£'000


£'000

 

 

 

 

 

 

 






Hybrid credit investment

-

 

27,795

 

15,589

 

-


28,759


14,657

Equity investments

6,297

 

1,292

 

-  

 

8,648


1,356


-

Term credit investments

-

 

-

 

-  

 






Cash and cash equivalents

-

 

923

 

   11

 

-


9


241

Trade and other receivables

-

 

-

 

-  

 

-


-


-

Transaction costs payable

-

 

(996)

 

-  

 

-


(1,209)


-

 

6,297

 

29,014

 

15,600

 

8,648


28,915


14,898

 

 

Sensitivity analysis has been performed by assessing the effect of a 5% (2025: 5%) movement in the exchange rate on the Group's assets and liabilities. 5% appears reasonable given the low volatility in the exchange rate over the last 12 months. If Sterling strengthens by 5% against the Euro, the net Euro-denominated assets would reduce by £300,000 (2025: £412,000). Conversely, if Sterling weakens by 5% the assets would increase by £331,000 (2025: £455,000).

 

If Sterling strengthens by 5% against the US Dollar, the net US Dollar-denominated assets would reduce by £1,382,000 (2025: £1,377,000). Conversely, if Sterling weakens by 5% the assets would increase by £1,527,000 (2025: £1,522,000).

 

If Sterling strengthens by 5% against the Canadian Dollar, the net Canadian Dollar-denominated assets would reduce by £743,000 (2025: £709,000). Conversely, if Sterling weakens by 5% the assets would increase by £821,000 (2025: £784,000).

 

Interest rate risk

 

Interest rate risk is the risk that the fair value of future cashflows of a financial asset will fluctuate because of changes in market interest rates.

 

The Group's main interest rate risks arise in relation to its hybrid credit investments, which are carried at fair value through profit or loss, and its borrowings, which are subject to an interest charge of one-month UK SONIA +5.00%. The Group's hybrid credit investments have a fair value at the reporting date of £248,890,000 (31 March 2025: £225,684,000). A sensitivity analysis in respect of these assets is presented in note 23.

 

The Group only holds one term credit investment (2025:1), which is subject to a fixed interest rate. Due to the fixed rate, a movement of 100bps in the base rate impacts term credit interest by £nil (2025: £23,000).

 

The Group's borrowings at the reporting date are £99,195,000 (31 March 2025: £88,334,000); see note 15. A movement in the rate of SONIA of 100bps impacts loan interest payable by £1,000,000 (31 March 2025: £900,000).

 

Other price risk

 

Other price risk is the risk that the fair value of future cashflows of a financial asset will fluctuate because of changes in market prices (other than those arising from interest rate risk or foreign exchange risk).

 

The fair value of the Group's hybrid credit investments fluctuates due to changes in the expected annual adjustment factors applied to the hybrid credit payments that are payable by each of the investee companies, which are based upon the revenue growth of the investee company.

 

A sensitivity analysis in respect of the annual adjustment factors applied to the hybrid credit investments is presented in note 23.

 

Credit risk

 

Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation.

 

The Group's maximum exposure to credit risk is as follows:

 

31-Mar-26


31-Mar-25

 

£'000


£'000

 

 



Hybrid credit investments

248,890


225,684

Term credit investments

975


2,322

Cash and cash equivalents

8,258


19,767

Trade and other receivables

891


1,936


259,014


249,709

 

Hybrid credit investments

 

The hybrid credit investments relate to the Group's 14 hybrid credit financing agreements. At the reporting date, there was £9,154,000 of hybrid credit cash payments outstanding (31 March 2025: £4,628,000) from five capital partners (31 March 2025: three). Of this, £1,141,000 (31 March 2025: £491,000) was received in the month post year-end.

 

The Group monitors the credit worthiness of the investee companies on an ongoing basis and receives regular financial reports from each investee company. These reports are reviewed by the Board on a semi-annual basis. The credit risk relating to these investments is taken into account in calculating the fair value of the instruments.

 

The Group also has security in respect of the hybrid credit investments which can be called upon if the counterparty is in default under the terms of the agreement.

 

Term credit investments

 

The Group's term credit investments are held at amortised cost. All loans have been reviewed by the directors. The Board considered the credit risk, both at issue and at the year-end, and has determined that there have been no significant movements. Consequently, any loss allowance is limited to 12 months' expected losses and such allowances are considered to be immaterial.

 

Cash and cash equivalents

 

The credit quality of the Group's cash and cash equivalents can be assessed by reference to Moody's external credit ratings. All the Group's cash and cash equivalents were assessed as A1 (31 March 2025: all A1).

 

The Group considers that the credit risk relating to cash and cash equivalents is acceptable.

 

Liquidity risk

 

Liquidity risk is the risk that the Group will encounter difficulty in realising assets or otherwise raising funds to meet financial commitments.

 

The Group maintains sufficient cash to pay accounts payable and accrued expenses as they fall due. The Group's overall liquidity risks are monitored on a quarterly basis by the Board.

 

At the year end the Group was full drawn on its borrowing facility (31 March 2025: £10,000,000 of undrawn borrowings); see note 15.

 

The table below analyses the Group's hybrid credit investments and financial liabilities into relevant maturity groupings based on their undiscounted contractual maturities.

 

Less than one year

 

One to five

years

 

Over five years

 

Total

As at 31 March 2026

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

Hybrid credit investments

76,509

 

203,028

 

353,790

 

633,327

Hybrid credit liabilities

(90)

 

(991)

 

(830)

 

(1,911)

Trade and other payables

(406)

 

(938)

 

(250)

 

(1,594)

Borrowings

(8,524)

 

(97,379)

 

-

 

(105,903)

 

67,489

 

103,720

 

352,710

 

523,919

 

Less than one year


One to five

years


Over five years


Total

As at 31 March 2025

£'000


£'000


£'000


£'000

 








Hybrid credit investments

39,307


210,654


464,348


714,309

Hybrid credit liabilities

(114)


(606)


(2,374)


(3,094)

Trade and other payables

(484)


(790)


(333)


(1,607)

Borrowings

(8,524)


(105,903)


-


(114,427)

 

30,185


103,355


461,641


595,181

 

25.     Events after the financial reporting date

 

Dividends

 

On 14 April 2026 the Company paid a quarterly dividend of 0.70 pence per share.

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