Final Results for the year ended 31 December 2025

Eight Capital Partners PLC

30 June 2026

 

30 June 2026

Eight Capital Partners plc

Final Results for the year ended 31 December 2025

Board Changes

Eight Capital Partners ("ECP", "Eight Capital", the "Group" or the "Company"),  the financial services and investment group operating across Europe and Asia, is pleased to announce the publication of its final report and accounts for the year ended 31 December 2025,  and provides an update on a change to the composition of its Board of Directors.

The Chairman's Statement, Strategic Report and Consolidated Accounts can be found below. The full report will be available on the Company's website shortly.  

A separate announcement providing details of the 2025 Annual General Meeting will be made in due course.

Financial Highlights

·    Profit and total comprehensive income for the year of £3.5 million (2024: £18.3 million).

·    Revenue from advisory activities increased to £0.125 million (2024: £0.048 million).

·    Investment income of £2.0 million (2024: £0.294 million), reflecting interest income from the SFE Bond.

·    Other gains and losses of £1.8 million (2024: £20.5 million), principally reflecting fair value movements on financial assets.

·    Administrative expenses reduced to £0.360 million (2024: £2.526 million).

·    Operating loss reduced to £0.269 million (2024: £2.456 million).

·    Net assets and total equity at 31 December 2025 of £35.7 million (2024: £31.3 million).

·    Non-current investments at 31 December 2025 of £33.6 million (2024: £nil), principally comprising the Group's holding of the SFE Bond, following the extension of its maturity to 30 December 2028 and its reclassification from current to non-current assets.

·    Cash and cash equivalents at 31 December 2025 of £0.161 million (2024: £0.004 million).

·    No borrowings at 31 December 2025 (2024: £0.867 million), following the conversion of the remaining ECP 4.8% bonds into ordinary shares in January 2025.

·    Net cash outflow from operating activities of £0.592 million (2024: £0.697 million), offset by £0.765 million of interest received, resulting in a net increase in cash and cash equivalents of £0.173 million during the year.

·    Following the capital reorganisation and bond conversion completed in January 2025, the Company had 47,673,251 ordinary shares of £0.40 each in issue at 31 December 2025.

·    Indicative net assets per share at 31 December 2025 of approximately 74.9 pence, based on reported Group net assets of £35.7 million and 47,673,251 ordinary shares in issue.

Advisory revenues also grew 160% year-on-year, reflecting early commercial traction of Eight Capital Advisors LLP ahead of its full operational deployment. The Company entered 2026 with no financial debt, with ECP LLP FCA regulated and with a clear strategy to scale across Europe, the Middle East and Asia.

Annual Report

The Accounts have been audited by Bright Grahame Murray, Chartered Accountants and Statutory Auditors, who have issued an unqualified audit opinion. The Annual Report and Accounts will be made available on the Company's website and posted to shareholder shortly.

Strategy Update and Events Post Period End

Following the appointment of a renewed Board in October 2025, the Company defined and launched its growth strategy in December 2025, focusing on investment management, advisory services and digital asset management, to target the structurally underserved mid-market opportunity across Europe, the Middle East and Asia. 

Following the end of the period under review, the Board notes the progress made against this growth strategy and is confident in the outlook of the business.  The combination of a focused strategy, regulatory readiness, financial discipline and an experienced team positions ECP to accelerate growth and generate attractive returns for shareholders in the years ahead.

Advisory Services - Eight Capital Advisors LLP

ECA LLP became formally operational during 2025 and has developed an early mandate pipeline across M&A, capital markets and cross-border capital introduction. In June 2026, ECA LLP received authorisation from the Financial Conduct Authority as an Appointed Representative of Brooklands Fund Management Limited - a significant regulatory milestone that clears the path for full-scale commercial activity in the second half of 2026. The Board expects this to translate into material advisory fee income growth in 2026 and beyond.

Investment Management

On 16 January 2026, ECP announced that it entered into a letter of engagement with Altarius Asset Management Limited for the establishment of a Luxembourg-domiciled Reserved Alternative Investment Fund ("RAIF"), with two sub-funds focused on private debt and private equity respectively. The process to establish the SICAV is still underway and it is now anticipated that the SICAV will be established during the second half of 2026, subject to regulatory processes.

Digital Asset Management

ECP is assembling a specialist team to develop and distribute digital asset investment products and build a regulated market-facing presence in this fast-growing asset class. The Board anticipates operational launch of this capability in the second half of 2026.

Board Change

The Board announces that Federico Bazzoni has stepped down as Chairman of the Board of Directors with effect from 26 June 2026 and will continue to serve the Company as an Independent Non-Executive Director. As part of this reorganisation of the Board's management structure, Federico will continue to serve the Company in a non-executive capacity, bringing his expertise and network to bear on strategic matters, including the Company's Asia-Pacific relationships and international development opportunities.

The Board is structured to provide comprehensive coverage across the three primary capital markets ECP is targeting:

·    Luca Giacomo Zanni, Executive Director - European operations and portfolio management.

·    Federico Bazzoni, Independent Non-Executive Director - strategic advisory on Asia-Pacific and international development.

·    Bruce Gonyea, Independent Non-Executive Director - North American capital markets.

The Company is in the process of appointing a new Chairman and will make further announcements in due course.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

For further information, please contact:

Eight Capital Partners plc Luca Giacomo Zanni, Executive Director	[e-mail]
Cairn Financial Advisers LLP AQSE Corporate Adviser Jo Turner / Liam Murray / Ed Downes	[phone]
Teneo Financial Communications Advisor James Macey White / Laura Marshall / Arthur Rogers	[e-mail] [phone]

About Eight Capital Partners

Eight Capital Partners plc is a financial services and investment group operating across Europe and Asia, focusing on advisory, private markets and digital asset solutions to support mid-market companies and create sustainable value for shareholders.

ECP seeks to grow its group revenue in these high-growth sectors, which it expects to also increase in value, such that they generate an attractive rate of return for shareholders, predominantly through capital appreciation.

www.eight.capital

Eight Capital Partners operates two subsidiary businesses:

Eight Capital Advisors LLP

Eight Capital Advisors LLP is the advisory arm of Eight Capital Partners plc, specialising in cross-border corporate finance, capital markets advisory and capital introduction between Europe and Asia. The firm supports high-growth companies and provides deal origination and advisory services to ECP's activities.

Epsion Capital

Epsion Capital is an independent corporate advisory firm based in London with an extensive experience in UK and European capital markets. www.epsioncapital.com

About Altarius Asset Management Limited

Altarius is a European asset manager specialising in private assets, liquid strategies and regulated digital-asset investment structures. Founded in 2006 by former investment bankers, the group operates from Germany, Switzerland and Malta, holds a full AIFM licence with a MiCA top-up, and is registered with the SEC. Altarius supports advisors, entrepreneurs, family offices and institutional investors through comprehensive end-to-end services. Backed by a strong international network and deep expertise in structuring compliant exposure across all asset classes, Altarius is a trusted partner for sophisticated, cross-border investment strategies.

Forward Looking Statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe", "could", "should", "envisage'', "estimate", "intend", "may", "plan", "potentially", "expect", "will" or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.

Chairman's Statement

Dear Shareholder,

I am pleased to report a year of meaningful progress.

Eight Capital Partners PLC (ECP, the Group or the Company) delivered a profit of £3.5 million in 2025, closed the year with no financial debt, and completed a fundamental repositioning - from an early-stage investment vehicle to an active merchant banking platform operating across Europe and Asia.

A substantially renewed Board, a strengthened shareholder base, and a clear three-pillar strategy provide the foundation for the next phase of growth.

Vision & Strategy

ECP is a merchant banking and investment group operating across Europe and Asia, focusing on advisory, private markets and digital asset solutions to support mid-market companies and create sustainable value for shareholders. The Group generates returns for shareholders primarily through capital appreciation in the high-growth sectors in which it operates, combining advisory and capital markets expertise with a growing capacity for principal investment.

Following the appointment of three new directors in October 2025, the Board undertook a comprehensive review of ECP's business and resolved to establish an integrated mid-market specialist merchant banking operation, focusing on Europe, the Middle East and Asia ("EMEA"). This strategy reflects the Board's conviction that mid-market companies across the EMEA region are structurally underserved by traditional financial institutions, creating a significant opportunity for ECP to develop a dedicated platform combining advisory, capital access and investment expertise.

The strategy is being developed across three core business lines. The first is Investment Management: ECP intends to launch its own private equity and private debt funds, initially through partnerships with regulated fund managers, during 2026. The second is Advisory Services via Eight Capital Advisors LLP: the Company has incorporated Eight Capital Advisors LLP ("ECA"), a wholly owned subsidiary headquartered in London with a Hong Kong office to follow, which will provide M&A and capital markets advisory services, fund advisory and structuring, cross-border capital introduction between Europe, Switzerland, the Middle East and Asia, and advisory support to ECP's own investment funds. The third is Digital Asset Management: ECP is assembling a specialist team to develop and distribute digital asset investment products, provide advisory services and build a regulated market-facing presence in this fast-growing asset class.

In January 2026, as a first concrete step within the Investment Management business line, ECP entered into a letter of engagement with Altarius Asset Management Limited for the establishment of a Luxembourg-domiciled SICAV in the form of a Reserved Alternative Investment Fund ("RAIF"), with two initial sub-funds focused respectively on private debt and private equity. Altarius will act as discretionary investment manager, whilst ECP's subsidiary Eight Capital Partners Advisory ("ECPA") will serve as investment adviser, receiving fees for deal origination, due diligence and investment recommendations.

The Board believes that these initiatives will form the foundation of a broader long-term objective: the creation of a vertically integrated financial services platform spanning advisory, wealth and asset management, and capital markets. Where required, ECP will obtain the necessary regulatory permissions either by applying directly for authorisations, acquiring entities that already hold the relevant licences, or entering into strategic partnerships with appropriately regulated firms to ensure full regulatory coverage across all business lines.

2025 Results

The 2025 financial results demonstrate the Group's capacity to generate sustainable returns whilst undergoing a fundamental strategic transformation.

Revenue from the SFE Bond delivered £2,040,077 in interest income - the impact of the 7.50% coupon following the 2025 restructuring - providing a stable and predictable cash flow base throughout the transition period. Epsion Capital contributed £125,596 in advisory fee income, reflecting early-stage mandate activity ahead of the planned migration of advisory revenues to Eight Capital Advisors LLP.

The Group closed the year with a profit of £3,539,000 and total equity of £35,695,000, underpinned by the SFE Bond carried at fair value of £33,583,381 - independently assessed and audited without qualification. Critically, the Group achieved this result debt-free: the conversion of the remaining ECP 4.8% bond into equity in January 2025 eliminated all financial liabilities from the balance sheet, a position maintained throughout the year.

The operating cost base remains lean and disciplined, consistent with a platform in build-out phase. Administrative expenses of £360,000 reflect the Group's deliberate approach of investing selectively in people and infrastructure ahead of revenue scale-up, rather than front-loading costs in advance of confirmed income.

Net assets per share stood at 76.17 pence at year end, against a share price of 87.5 pence - a premium to book that the Board believes reflects market confidence in the strategic direction announced in the fourth quarter of 2025

Subsidiary activities

Epsion Capital Ltd ("Epsion"), our wholly owned UK Corporate Finance subsidiary, derived its income primarily from advising on M&A transactions generating £125,596 in revenue.

Eight Capital Advisors LLP (ECA LLP), in which ECP is a designated partner, was formally operational through 2025, providing advisory and investment management services to third parties. ECA LLP is anticipated to be the principal revenue-generating entity of the Group going forward, with Epsion Capital Ltd scheduled for orderly wind- down.

SFE Bond - Fair Value Assessment

The Company's principal asset at 31 December 2025 is its holding of notes issued by SFE Societe Financiere Europeenne S.A. (the "SFE Bond") a fixed income security listed on the Vienna MTF (ISIN: GB00BNYKP345), classified as a financial asset at fair value through profit or loss (FVTPL) under IFRS 9, The independent experts valuation report dated 26 February 2026, prepared for the Board's assessment of fair value for financial reporting purposes as at 31 December 2025, concludes as follows:

•             Primary method (DCF): Discount rate 5.92% p.a. (risk-free rate 2.10% + credit spread 2.82% + illiquidity premium 1.00%). Fair value: EUR 40,060,708.

•             Corroborating method (market comparables): Average YTM of EUR HY bond sample 5.19% + illiquidity premium 1.00% = discount rate 6.19%. Cross-check DCF value: EUR 39,764,519.

•             Adopted fair value: EUR 38,500,000, being the nominal amount, consistent with carrying amount at cost and within the 3%-5% materiality tolerance applied by independent expert.

The Board has reviewed the Report and adopted EUR 38,486,570.00 as the fair value of the SFE Bond for financial reporting purposes as at 31 December 2025, consistent with IFRS 13. The GBP carrying amount of £33,583,381 reflects FX movements.

Going Concern

As at the date of this report, the Group had cash balances of approximately £161,435 and the SFE Bond asset of Euro 38,486,570.00 on the balance sheet. The Board has considered the Group's liquidity position and pipeline of transactions and is of the opinion that the Group has adequate financial resources to enable it to continue as a going concern for the foreseeable future. More details are included in note 1.4.

Changes to the Board

During 2025, the Board composition was substantially reorganised. Federico Bazzoni was appointed Chairman of the Board, Luca Giacomo Zanni joined as Executive Director and Bruce Gonyea joined as non-executive director, bringing deep expertise in Asian and North American capital markets.

Federico Bazzoni

Chairman

Strategic Report

The Directors present their strategic report for Eight Capital Partners Plc (the "Company") and its subsidiaries (together the "Group") for the year ended 31 December 2025.

Principal Activity

Eight Capital Partners Plc ("ECP") is a merchant banking and investment group quoted on the Aquis Stock Exchange Growth Market ("AQSE"). Its shares were admitted to trading on AQSE on 3 July 2018. From 1 July 2021 it has been designated as a group operating principally in financial services.

The Group's principal activities are: (i) origination, structuring and execution of M&A, corporate finance and capital markets transactions through Eight Capital Advisors LLP; (ii) principal investing and asset management through Eight Capital Partners Plc.

The closing price of the Company's shares at 31 December 2025 was 87.5 pence per share (2024: 0.028 pence).

Financial Key Performance Indicators

KPI	2025	2024
Profit after taxation (£000)	3,539	18,295
Revenue - Bond Interest Income (£000)	2,040	294
Total equity (£000)	35,694	31,333
SFE Bond carrying value (£000)	33,583	33,096
Net assets per share (pence)	76.17	0.02

Key performance indicators for the Company are interest income and carrying value of the investment bond. The interest income for the financial year was £2,040,000 (2024: £294,000) and the bond was revalued to £33,583,381 (2024: £33,096,000). The Company does not have any non-financial key performance indicators.

The primary source of funds for the company is the receipt of interest on the SFE bond. During the year, the Company received all interest payments due. Management closely monitor these figures to ensure that the company has adequate resources.

Principal risks and uncertainties

The Group's strategy is to follow an appropriate risk policy, which effectively manages exposures related to the achievement of business objectives. The Board is responsible for approving the Group's strategy and determining the appropriate level of risk. The key risks which the Group faces are detailed as follows:

Business and investment performance risk

Business performance risk is the risk that the Group may not perform as expected either due to internal factors or due to competitive pressures in the markets in which they operate.

The Group seeks investments in companies with growth potential. The Directors identify suitable investment opportunities in accordance with its investment strategy.

By their nature, smaller businesses, whether quoted or unquoted, are more volatile than larger, more established businesses and less robust to withstand economic pressures. The risk is that the Group's investments may encounter circumstances that result in a loss of value which could in turn damage the Group's share price.

The Board is of the view that obtaining timely information on the position of its investments is the most effective management tool and to reduce this risk has put in place monitoring reports on the performance of, and regular dialogue with the boards of the Group's investments.

The Group's revenue in FY2025 derived principally from SFE Bond interest income (£2,040,077). Revenue from origination, structuring and execution of M&A, corporate finance and capital markets transactions through ECA LLP was not material in FY2025, as the LLP became formally operational during the year and its revenue pipeline was at an early stage of development. Accordingly, transaction revenue risk - being the risk that mandates are not won, that transactions do not complete, or that fee income is delayed or disputed - was not a significant exposure in the period under review. This risk is expected to become progressively more relevant as ECA LLP's business scales, and will be disclosed in greater detail in future periods.

Concentration risk

The Group's balance sheet is materially concentrated in a single financial asset: the SFE Bond, carried at fair value of £33,583,381 as at 31 December 2025 and representing approximately 93% of total assets. This concentration means that any adverse development affecting the issuer, the underlying collateral, or the enforceability of the instrument could have a disproportionate and material impact on the Group's financial position, reported results and net assets per share.

The Board monitors this risk on an ongoing basis through regular review of the issuer's financial position, covenant compliance and liquidity. The Group's strategy envisages progressive diversification of the asset base through the deployment of ECA LLP's advisory platform and the origination of new principal investments, which will reduce concentration over time.

Valuation risk

Valuation risk is the risk that the value of the investment when made was overstated and/or misstated - whether through inappropriate discount rate selection, use of stale market comparables, model error, or changes in the credit environment of the issuer.

The Board seeks to mitigate this risk by conducting due diligence on the history and prospects of investment targets and sourcing independent valuations and opinions. The risk is further mitigated by seeking to invest where there is a high valuation margin (valuation per share compared to price paid per share) and the prospect of early returns.

As per the SFE Bond, it is classified as a financial instrument measured at fair value under IFRS 13. Valuation risk is the risk that the fair value attributed to the Bond is misstated

This risk is not limited to the point of acquisition: it is an ongoing risk that affects every reporting period in which the Bond is held. The Board mitigates valuation risk by commissioning an independent fair value assessment at year- end, applying a dual-methodology approach (DCF and market comparables cross-check), and subjecting the adopted value to Board review and external audit scrutiny. Any significant change in the issuer's creditworthiness, in benchmark rates, or in illiquidity premiums applicable to comparable instruments would require reassessment of the carrying value between scheduled valuations.

Market conditions

Market conditions continue to be shaped by a complex macro environment. The most significant current drivers of uncertainty are the ongoing conflict in Ukraine, heightened tensions in the Middle East (including Iran), and broader geopolitical fragmentation affecting cross-border capital flows and investor sentiment. These factors can affect the Group's ability to originate and execute transactions through ECA LLP, the availability of financing for portfolio companies, and the valuation of financial assets.

The Board mitigates market risk by maintaining a flexible deal origination strategy, focusing on resilient sectors and counterparties, and avoiding investment structures that depend on normalised liquidity conditions.

Foreign exchange

The Group has made Euro-denominated investments. This may give rise to exposure to movements in the exchange rate between the Euro and GBP. Management will seek at all times to mitigate any latent exposure by active currency management. The Company is monitoring matters and seeking advice from foreign exchange specialists as to how to mitigate the risks arising if and when they may occur and would consider using derivatives to lock out exposures.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in meeting its obligations associated with financial liabilities as they fall due. The Company's policy is to manage liquidity risk by contractually matching the timing of the cash receipts from the bonds receivable with those of the cash payments due on the liabilities. The Company maintains adequate cash reserves to cover other operational costs.

Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Board manages credit risk by having comfort that there are no defaults on the semi annual interest receipts. In addition, the Company monitors the financial performance of the company by reviewing their management accounts.

Directors' statement of compliance with duty to promote the success of the group

The Directors believe they have acted in the way most likely to promote the success of the Group for the benefit of its members as a whole, as required by s172 of the Companies Act 2006.

The requirements of s172 are for the Directors to:

•             Consider the likely consequences of any decision in the long term,

•             Act fairly between the members of the Group,

•             Maintain a reputation for high standards of business conduct,

•             Consider the interests of the Group's employees,

•             Foster the Group's relationships with suppliers, customers and others, and

•             Consider the impact of the Group's operations on the community and the environment.

The Group is an early-stage investment company quoted on a minor exchange and its members will be fully aware, through detailed announcements, shareholder meetings and financial communications, of the Board's broad and specific intentions and the rationale for its decisions. The Group pays its employees and creditors promptly and keeps its costs to a minimum to protect shareholders funds. When selecting investments, issues such as the impact on the community and the environment have actively been taken into consideration as is clear from the portfolio set out in the Chairman's Statement.

On behalf of the board

Federico Bazzoni

Chairman

GROUP STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2025

		2025	2024
	Notes	£000	£000
Revenue	5	125	48
Cost of sales		(34)	-
Gross profit		91	48
Other operating income		-	22
Administrative expenses		(360)	(2,526)
Operating loss	6	(269)	(2,456)
Investment revenues	10	2,040	294
Other gains and losses	11	1,768	20,457
Profit before taxation		3,539	18,295
Income tax expense	12	-	-
Profit and total comprehensive income for the year		3,539	18,295

Profit for the financial year is all attributable to the owners of the parent company.

Total comprehensive income for the year is all attributable to the owners of the parent company.

Earnings per share	13
Basic		0.02	0.01
Diluted		0.02	0.01

GROUP STATEMENT OF FINANCIAL AS AT 31 DECEMBER 2025	POSITION
		2025	2024
	Notes	£000	£000
Non-current assets Investments	17	33,635	-
Current assets Investments	17	-	33,138
Trade and other receivables	20	2,386	153
Cash and cash equivalents		161	4
		2,547	33,295
Current liabilities Bank overdraft		-	16
Trade and other payables	23	487	1,079
Borrowings	22	-	867
		487	1,962
Net current assets		2,060	31,333
Net assets		35,695	31,333
Equity Called up share capital	25	20,366	20,042
Share premium account	26	22,582	21,999
Convertible debt option reserve	27	-	84
Retained earnings		(7,253)	(10,792)
Total equity		35,695	31,333

The financial statements were approved by the board of directors and authorised for issue on and

are signed on its behalf by:

..............................................

Mr F Bazzoni

Chairman

Company registration number 09301329 (England and Wales)

COMPANY STATEMENT OF FINANCIAL AS AT 31 DECEMBER 2025	POSITION
		2025	2024
	Notes	£000	£000
Non-current assets Investments	18	33,635	-
Current assets Investments	18	-	33,138
Trade and other receivables	21	2,380	405
Cash and cash equivalents		161	-
		2,541	33,543
Current liabilities Bank overdraft		-	16
Trade and other payables	24	388	884
Borrowings		-	867
		388	1,767
Net current assets		2,153	31,776
Trade and other payables Net assets	24	- 35,788	- 31,776
Equity Called up share capital		20,366	20,042
Share premium account		22,582	21,999
Own shares		-	84
Retained earnings		(7,160)	(10,349)
Total equity		35,788	31,776

As permitted by s408 Companies Act 2006, the company has not presented its own income statement and related notes. The company's profit for the year was £3,188,725 (2024 £18,424,898) profit)

The financial statements were approved by the board of directors and authorised for issue on  and

are signed on its behalf by:

Mr F Bazzoni Chairman

Company registration number 09301329 (England and Wales)

GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital £000	Share premium account £000	Convertible debt option reserve £000	Retained earnings £000	Total £000
Balance at 1 January 2024	20,042	21,999	84	(28,774)	13,351
Year ended 31 December 2024:
Profit and total comprehensive income	-	-	-	18,425	18,425
Balance at 31 December 2024	20,042	21,999	84	(10,349)	31,776
Year ended 31 December 2025:
Share Capital Reorganisation	324	583	(84)	-	823
Profit and total comprehensive income	-	-	-	3,189	3,189
Balance at 31 December 2025	20,366	22,582	-	(7,160)	35,788

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2025

	Share capital	Share premium account	Convertible debt option reserve	Retained earnings	Total
Notes	£000	£000	£000	£000	£000
Balance at 1 January 2024	20,042	21,999	84	(28,774)	13,351
Year ended 31 December 2024: Profit and total comprehensive income	-	-	-	18,425	18,425
Balance at 31 December 2024	20,042	21,999	84	(10,349)	31,776
Year ended 31 December 2025: Share Capital Reorganisation	324	583	(84)	-	823
Profit and total comprehensive income	-	-	-	3,189	3,189
Balance at 31 December 2025	20,366	22,582	-	(7,160)	35,788

 

GROUP STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2025

2025                                                 2024

Notes		£000		£000		£000		£000
Cash flows from operating activities
Cash absorbed by operations	35				(592)				(697)
Net cash outflow from operating activities					(592)				(697)
Investing activities
Interest received		765					656
Discontinued activities		-					(6)
Net cash generated from investing activities					765				650
Financing activities
Net cash used in financing activities					-				-
Net increase/(decrease) in cash and cash equivalents					173				(47)
Cash and cash equivalents at beginning of year					(12)				35
Cash and cash equivalents at end of year					161				(12)

NOTES TO THE GROUP FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2025

1      Accounting policies Company information

Eight Capital Partners Plc is a public limited company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 33 Newman Street, 3, London, UK, W1T 1PY. The company's principal activities and nature of its operations are disclosed in the directors' report.

The group consists of Eight Capital Partners Plc and all of its subsidiaries.

1.1    Accounting convention

The financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted for use in the United Kingdom and with those parts of the Companies Act 2006 applicable to companies reporting under IFRS, except as otherwise stated.

The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared under the historical cost convention except for the revaluation of certain financial assets. The principal accounting policies adopted are set out below.

1.2    Business combinations

The cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill.

The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date.

Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date.

1.3    Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Eight Capital Partners Plc together with all entities controlled by the parent company (its subsidiaries) and the group's share of its interests in joint ventures and associates.

All financial statements are made up to 31 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group's financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

1              Accounting policies       

Investments in joint ventures and associates are carried in the group statement of financial position at cost plus post-acquisition changes in the group's share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

If the group's share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group's interest in the entity.

1.4    Going concern

As at 31 December 2025 the Group had cash and cash equivalents of £161,000 and consolidated net assets of £35,695,000. The Group has posted a total profit for the year ended 31 December 2025 of £3,539,000.

The Group's principal asset remains the SFE Bond, carried at GBP 33,583,381, which generates semi-annual coupon income at a rate of 7.50% per annum on a nominal amount of EUR 38,486,570. The Board actively monitors the Group's cash position and the timely collection of amounts receivable. In this regard, the Board has received written confirmation from the Bond issuer that it will honour its contractual obligations in full and in a timely manner.

Furthermore, the Board notes that Eight Capital Advisors LLP, the Group's advisory subsidiary, received its regulatory authorisation as an Appointed Representative of Brooklands Fund Management Limited from the Financial Conduct Authority in June 2026 (further details are provided in Note 33). The Board expects ECA LLP to commence full operational activity in the second half of 2026, generating advisory fee income and associated cash inflows that will contribute to the Group's financial resources over the forecast period.

Under these premises, the Board has prepared a cash flow forecast covering a period of at least twelve months from the date of approval of these financial statements. The forecast reflects the Group's expected operating cost base and anticipated income from the SFE Bond and from advisory activities being developed through Eight Capital Advisors LLP. Based on this assessment, and having regard to the written confirmation received from the Bond issuer confirming full settlement in the near term of the 2H2025 coupon receivable, partially collected already, the Board is satisfied that the Group has adequate financial resources to meet its obligations as they fall due.

As an additional measure of prudence, the Board has obtained a written letter of support from Monfor S.A., a major shareholder, confirming its commitment to provide financial support to the Group should it be required over the next twelve months. The Board has reviewed the financial position of Monfor S.A. and is satisfied that this commitment can be relied upon.

Having considered all of the above, the Directors are of the opinion that there are no material uncertainties that require disclosure and consider it appropriate to prepare these financial statements on a going concern basis.

1              Accounting policies       

1.5    Revenue

Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The group recognises revenue when it transfers control of a product or service to a customer.

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue represents the consultancy fees for investment advisory services provided to clients. To determine whether to recognise revenue, the Group follows a 5-step process:

1 Identifying the contract with a customer

2 Identifying the performance obligations

3 Determining the transaction price

4 Allocating the transaction price to the performance obligations

5 Recognising revenue when/as performance obligation(s) are satisfied.

1.6    Goodwill

Goodwill represents the excess of the cost of acquisition of unincorporated businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less impairment losses.

The gain on a bargain purchase is recognised in profit or loss in the period of the acquisition.

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least 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-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not subsequently reversed.

1.7    Intangible assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

·    Software - 3-5 years

1.8    Property, plant and equipment

Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Fixtures and fittings        3 - 8 years straight line

1              Accounting policies       

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.

1.9    Non-current investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the parent company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the group holds a long-term interest and has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10  Cash and cash equivalents

Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.11  Financial assets

Financial assets are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.

At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.

Financial assets at fair value through profit or loss

When any of the above-mentioned conditions for classification of financial assets is not met, a financial asset is classified as measured at fair value through profit or loss. Financial assets measured at fair value through profit or loss are recognized initially at fair value and any transaction costs are recognised in profit or loss when incurred. A gain or loss on a financial asset measured at fair value through profit or loss is recognised in profit or loss, and is included within finance income or finance costs in the statement of income for the reporting period in which it arises.

The fair value of financial instruments traded in active markets is based on quoted market prices at the reporting date. A market is regarded as active if quoted prices are readily and regularly available from an exchange, dealer, broker, industry group, pricing service, or regulatory agency, and those prices represent actual and regularly occurring market transactions on an arm's length basis. The quoted market price used for financial assets held by the Company is the current bid price. These instruments are included as listed investments. Instruments included in quoted investments, which for the Company comprise AIM and AQSE investments. Changes in fair value are recognised in profit or loss.

Where there is no active market for listed investments categorised at Level 3 of the Fair Value Hierarchy, the investments are measured at fair value using a range of unobservable inputs based on a valuation of the underlying securities related to the investments and by comparison to a discounted cash flow analysis. Full details of the methodology used are set out in Note 17.

1              Accounting policies       

Financial assets held at amortised cost

Financial instruments are classified as financial assets measured at amortised cost where the objective is to hold these assets in order to collect contractual cash flows, and the contractual cash flows are solely payments of principal and interest. They arise principally from the provision of goods and services to customers (eg trade receivables). They are initially recognised at fair value plus transaction costs directly attributable to their acquisition or issue, and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment where necessary.

Financial assets at fair value through other comprehensive income

Debt instruments are classified as financial assets measured at fair value through other comprehensive income where the financial assets are held within the group's business model whose objective is achieved by both collecting contractual cash flows and selling financial assets, and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A debt instrument measured at fair value through other comprehensive income is recognised initially at fair value plus transaction costs directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognised through other comprehensive income are directly transferred to profit or loss when the debt instrument is derecognised.

The parent company has made an irrevocable election to recognize changes in fair value of investments in equity instruments through other comprehensive income, not through profit or loss. A gain or loss from fair value changes will be shown in other comprehensive income and will not be reclassified subsequently to profit or loss. Equity instruments measured at fair value through other comprehensive income are recognized initially at fair value plus transaction cost directly attributable to the asset. After initial recognition, each asset is measured at fair value, with changes in fair value included in other comprehensive income. Accumulated gains or losses recognized through other comprehensive income are directly transferred to retained earnings when the equity instrument is derecognized or its fair value substantially decreased. Dividends are recognized as finance income in profit or loss.

Impairment of financial assets

Financial assets carried at amortised cost and FVOCI are assessed for indicators of impairment at each reporting end date.

The expected credit losses associated with these assets are estimated on a forward-looking basis. A broad range of information is considered when assessing credit risk and measuring expected credit losses, including past events, current conditions, and reasonable and supportable forecasts that affect the expected collectability of the future cash flows of the instrument.

For trade receivables, the simplified approach permitted by IFRS 9 is applied, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.

1.12  Financial liabilities

The group recognises financial debt when the group becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.

1              Accounting policies       

Other financial liabilities

Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.

Derecognition of financial liabilities

Financial liabilities are derecognised when, and only when, the group's obligations are discharged, cancelled, or they expire.

1.13  Equity instruments

Equity instruments issued by the parent company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer payable at the discretion of the company.

1.14  Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the group is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.15  Leases

At inception, the group assesses whether a contract is, or contains, a lease within the scope of IFRS 16. 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. Where a tangible asset is acquired through a lease, the group recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.

The group has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.

2      Adoption of new and revised standards and changes in accounting policies Standards which are in issue but not yet effective

At the date of authorisation of these financial statements, the following standards and interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective (and in some cases had not yet been adopted by the EU):

2      Adoption of new and revised standards and changes in accounting policies           

Standards and amendments effective for periods beginning on or after 1 January 2026

The following amendments are effective for annual periods beginning on or after 1 January 2026 and will be applicable to the Group's accounting period beginning 1 January 2026:

·    Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures - Classification and Measurement of Financial Instruments - these amendments clarify aspects of the assessment of contractual cash flows, including the application of the SPPI ("solely payments of principal and interest") test, and introduce additional disclosure requirements for financial instruments with non-basic lending features.

·    Amendments to IFRS 9 and IFRS 7 - Contracts Referencing Nature-dependent Electricity - these amendments clarify the application of IFRS 9 to certain contracts for the purchase of electricity where pricing or quantities depend on natural conditions, such as weather-related factors, and introduce additional disclosure requirements.

·    Annual Improvements to IFRS Accounting Standards - Volume 11 - these amendments include minor changes to IFRS 1, IFRS 7, IFRS 9, IFRS 10 and IAS 7 intended to clarify wording and remove unintended consequences.

The Group is currently assessing the impact of the adoption of these amendments on its consolidated financial statements. Based on the assessment performed to date, the adoption of these amendments is not expected to have a material impact on the Group's financial performance or financial position.

Standards issued but not yet effective at 31 December 2025

The following new standard has been issued but is not effective for the Group's accounting period beginning 1 January 2026:

·    IFRS 18 Presentation and Disclosure in Financial Statements - IFRS 18 replaces IAS 1 Presentation of Financial Statements and introduces new requirements for the presentation of income and expenses within the statement of profit or loss, including the introduction of specified subtotals and defined categories, as well as enhanced requirements relating to aggregation and disaggregation of information and the disclosure of management-defined performance measures.

IFRS 18 is effective for annual periods beginning on or after 1 January 2027, with comparative information required for the preceding period.The Group will apply IFRS 18 for the first time in the year ending 31 December 2027. The Group is currently assessing the impact of IFRS 18 and expects the principal effects to relate to presentation and disclosure, rather than to recognition and measurement.

Early adoption

The Group has not early adopted any of the above standards or amendments in the year ended 31 December 2025.

3      Critical accounting estimates and judgements

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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. 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 the revision and future periods if the revision affects both current and future periods.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below.

Critical judgements

Fair Value of the SFE Bond

The SFE Bond is the Group's most significant asset, carried at fair value of £33,583,381 as at 31 December 2025 (EUR 38,486,570). The determination of fair value requires the exercise of significant judgement. The Board engaged an independent expert to perform an fair value assessment as at 31 December 2025. The experts report applies a discounted cash flow (DCF) methodology as primary technique and a market comparables cross-check as corroborating technique. You may refer to Note 17 for further details.

Going Concern

The assessment of going concern requires judgement as to the Group's ability to continue as a going concern for at least twelve months from the date of approval of these financial statements. As described in Note 1.4 above.

4      Segmental analysis

The Directors are of the opinion that under IFRS 8 - "Segmental Information" the Group operated in two primary business segments in 2025 being holding company expenses and corporate advisory services.

Segment	2025 £000	2024 £000
Profit / (Loss) before income tax
Holding company	3,189	18,425
Corporate advisory services	350	(130)
Total	3,539	18,295
Net assets
Holding company	35,788	31,776
Corporate advisory services	(93)	(443)

Geographic segment	2025 £000	2024 £000
Revenue from external customers - United Kingdom		10
Revenue from external customers - US	-	38
Revenue from external customers - Other	125	-
Total Revenue	125	48
Profit / (Loss) before income tax - United Kingdom	3,189	18,295
Profit / (Loss) before income tax - Italy	350	-
Total	3,539	18,295
Net assets / (liabilities) - United Kingdom	35,695	31,333
Net assets / (liabilities) - Italy	-
Total	35,695	31,333

5      Revenue

Revenue represents the consultancy fees for investment advisory services provided to clients.

2025       2024

£000       £000

Revenue analysed by class of business

Revenue from external customers (group)          125         48

 

6	Operating profit		2025	2024
	Operating loss for the year is stated after charging/(crediting):		£000	£000
	Corporate advisory fees		196	97
	Foreign exchange losses / (gains)		9	1,344
	General expenses		52	292
	Legal and professional fees		92	362
	Rent and rates		25	11
	Staff costs		87	232
General expenses comprise a variety of costs including business development, stock exchange costs,
commission, and travel costs.
7              Auditor's remuneration
			2025		2024
Fees payable to the company's auditor and associates:			£000		£000
For audit services
Audit of the financial statements of the group and company			50		45
8              Employees
The average monthly number of persons (including directors) employed by the group during the year was:
		2025		2024
		Number		Number
		3		4
Their aggregate remuneration comprised:
		2025		2024
		£000		£000
Wages and salaries		17		17
Directors' fees		67		210
Social security costs		3		5
		87		232

9              Employees company

The average monthly number of persons (including directors) employed by the company during the year was:

		2025 Number	2024 Number
		3	4
	Their aggregate remuneration comprised:	2025	2024
		£000	£000
	Wages and salaries	17	17
	Directors' fees	67	210
	Social security costs	3	5
		87	232
10	Investment income	2025	2024
	Interest income	£000	£000
	Bond Interest Income - SFE Bond	2,040	294

Bond Interest Income reflects the accrual of the 7.50% coupon on the SFE Bond for the second 6 months of the year. The first 6 months of they year the coupon was 4%. The SFE Bond terms were amended in 2025, including an extension of maturity to 30 December 2028 and an increase in coupon to 7.50% per annum (from 4.00% prior to the amendment date), payable semi-annually in June and December each year. The Company holds a nominal amount of EUR 38,486,570 as at 31 December 2025, converted at the average EUR/GBP rate for the year.

11           Other gains and losses

2025       2024

£000       £000

Change in value of financial assets at fair value through profit or loss

1,768                20,457

1,768               20,457

The fair value gains relate to revaluation of the SFE bond. The basis of the revaluation is detailed further in note 17.

12           Income tax expense

2025       2024

£000       £000

12           Income tax expense      

2025		2024
£000		£000
The charge for the year can be reconciled to the loss per the income statement as follows:
	2025	2024
	£000	£000
Profit before taxation	3,539	18,294
Expected tax charge based on a corporation tax rate of 25.00% (2024: 25.00%)	885	4,574
Utilisation of tax losses not previously recognised	(432)	-
Net unrealised losses / gains on investments	(453)	(5,088)
Disallowed expenses	-	10
Losses carried forward for year	-	504
Taxation charge for the year	-	-

No liability to UK corporation tax arose for the year ended 31 December 2025 nor for the year ended 31 December 2024. The Group has tax losses of approximately £13.7m (2024: £15.4m) to carry forward against future profits. The Directors have not recognised a deferred tax asset on the losses to date due to the uncertainty of recovery.

13	Earnings per share
		2025	2024
		Number	Number
	Number of shares
	Weighted average number of ordinary shares for basic earnings per share		187,451,702,503
		2025	2024
	Earnings	£000	£000
	Continuing operations
	Profit for the period from continued operations	3,539	18,295
		2025	2024
		Pence per share	Pence per share
	Basic and diluted earnings per share From continuing operations	0.02	0.01

14           Intangible assets group
	Goodwill	Software	Total
Cost	£000	£000	£000
At 1 January 2024	59	13	72
At 31 December 2024	59	13	72
At 31 December 2025	59	13	72
Amortisation and impairment At 1 January 2024	(59)	(13)	(72)
At 31 December 2024	(59)	(13)	(72)
At 31 December 2025	(59)	(13)	(72)
Carrying amount At 31 December 2025	-	-	-
At 31 December 2024	-	-	-
At 31 January 2024	-	-	-

The goodwill at 31 December 2025 represents the goodwill recognised at 1 July 2021, in relation to the purchase of the Company's subsidiary company Epsion Capital Limited less impairment to date.

The goodwill is not amortised but is reviewed on an annual basis for impairment, or more frequently if there are indications that goodwill might be impaired. The impairment review comprises a comparison of the carrying amount of the goodwill with its recoverable amount (the higher of fair value less costs to sell and value in use).

An impairment of £nil was assessed for the year ended 31 December 2025 (2024: £nil).

15           Property, plant and equipment

	Fixtures and fittings £000
Cost
At 1 January 2024 and 1 January 2025	4
At 31 December 2025	4
Accumulated depreciation and impairment
At 1 January 2024 and 1 January 2025	4
At 31 December 2025	4

15    Property, plant and equipment    

Fixtures and

Fittings

£000

Carrying amount

At 31 December 2025                                                                                                                                                                           -

16    Property, plant and equipment

	Fixtures and fittings £000
Cost
At 1 January 2024 and 1 January 2025	4
At 31 December 2025	4
Accumulated depreciation and impairment
At 1 January 2024 and 1 January 2025	4
At 31 December 2025	4
Carrying amount
At 31 December 2025	-

17    Investments

		Current			Non-current
		2025	2024		2025	2024
		£000	£000		£000	£000
	Investments held at fair value through profit or loss	-	33,138		33,635	-
		-	33,138		33,635	-

17           Investments     

In January 2025 Company sold of EUR 1.500.000 of the SFE Bond to Trumar S.A which is the equivalent to GBP 1,250,000.

The SFE Bond terms were amended in 2025, including an extension of maturity to 30 December 2028 and an increase in coupon to 7.50% per annum (from 4.00% prior to the amendment date), payable semi-annually in June and December each year. The Company holds a nominal amount of EUR 38,486,570 as at 31 December 2025, following the partial disposals noted above. Due to the extension of maturity to 30 December 2028 the asset is now considered a non current asset.

In support of the Board's assessment of fair value for financial reporting purposes as at 31 December 2025, the Company commissioned a valuation report from an independent expert. The expert applied an income approach (Discounted Cash Flow, or DCF) as the primary valuation technique, consistent with IFRS 13 Fair Value Measurement, with a market-based comparable yield analysis used as a corroborating cross-check.

This approach is most suitable for the following reasons:

i.    SFE Bond has already produced interests flows in the past with regularity and are expected to pay such interests on the agreed dates;

ii.    SFE Bond flows seem to be rationally stable and regular and therefore be able to be reasonably and plausibly calculated and projected.

iii.   Cash flows can be estimated with a reasonable degree of confidence;

•     DCF seems the best methodology for catching the potential added value intrinsic in the BOND.

Methodology Basis

The DCF Method is based on the premise that the market value of a bond is the net present value of its forecast cash flows, including of course the redemption of its final repayment at maturity.

The determination of the discount rate and the use of a discounted cash flow (DCF) model are consistent with IFRS 13's requirements for fair value measurement. IFRS 13 explicitly recognises present value techniques (income approach) as acceptable valuation techniques for financial instruments, provided they reflect assumptions that market participants would use and maximise observable inputs while minimising unobservable inputs

There is no "residual value" to estimate beyond the forecast period: SFE Bond has a finite life and fixed payoff, so there is no conceptual basis for an arbitrary adjustment to redemption in a going-concern scenario. For a standard fixed income security, the redemption value is a contractual cash flow, so you normally must not adjust it; all risk is captured in the discount rate, not by changing the payoff

17           Investments     

Based on market practice in the fixed income securities industry and in line with the income-approach guidance in IFRS 13, the discount factors used in the DCF model are not derived from a weighted average cost of capital (WACC), which is typically applied in equity and business valuations, but from a Bond-specific build-up steps process of the required yield.

The discount rate for each maturity is constructed by starting from the relevant euro risk-free yield (government/AAA curve) and adding market-participant premia for credit risk and illiquidity, derived from observable yields and spreads on comparable fixed income instruments.

As an external benchmark, the expert refer to the rating-based corporate default-spread tables published by Professor Aswath Damodaran (NYU Stern School of Business), which report indicative spreads over risk-free rates by rating category.

With these premises, the expert constructed a discount rate of 5.92% per annum on the basis of a build-up approach comprising:

i.              the two-year euro risk-free rate of approximately 2.10% (ECB/Eurostat AAA government curve as at 10 February 2026);

ii.    a BB/B-equivalent credit spread of 2.82%, calibrated by reference to the average of BB to B- category spreads from the Damodaran (NYU Stern) default-spread matrix for 2025; and

iii. an explicit illiquidity premium of 1.00%, reflecting SFE Bond's limited secondary market tradability.

DCF methods results

The resulting DCF valuation, discounting the Bond's contractual semi-annual cash flows through to maturity at 30 December 2028 at a 5.92% discount rate, produces a fair value of EUR 40,060,708, with an adequate headroom compared to SFE bond nominal-value.

As a secondary corroboration, the expert analysed a broad sample of EUR-denominated high-yield bonds (BB/B category), which indicated an average yield to maturity of approximately 5.19%, resulting - after applying the same 1.00% illiquidity premium - in a market-corroborated discount rate of 6.19% and a cross- check DCF value of EUR 39,764,519.

The expert concluded that both the primary DCF value (EUR 40,060,708) and the market cross-check value (EUR 39,764,519) are broadly consistent with the Bond's nominal value of EUR 38,486,570.00, with any variance being within the 3%-5% materiality tolerance applied. Accordingly, the expert adopted EUR 38,486,570.00 as the fair market value of the Bond, noting that the current accounting carrying amount at cost represents a reasonable convergence towards fair value under IFRS 13.

17     Investments         

Sensitivity analysis

The fair value of the Bond is sensitive principally to movements in the discount rate. The illiquidity premium (Level 3) is the primary source of estimation uncertainty; the credit spread, whilst calibrated from observable data, may also vary with changes in market conditions. The range of BB to B- credit spreads from the Damodaran matrix (1.83%-4.42%) implies that the credit spread component alone could reasonably vary by approximately ±100 basis points from the adopted rate of 2.82% in changed market conditions.

The table below shows the sensitivity of the Bond's DCF fair value to reasonably possible changes in the total discount rate, holding all other inputs constant. EUR values are converted at the year-end rate of 0.8726 to allow direct comparison with the adopted GBP carrying value of £33,583,381.

Discount rate	Change	DCF fair value (EUR)	DCF fair value (GBP)	Movement vs. carrying value
4.92%	- 100 bps	41,079,000	35,846,000	+2,262,000
5.42%	-50 bps	40,516,000	35,355,000	+1,771,000
5.92%	Base case	40,061,000	34,957,000	+1,288,000
6.42%	+50 bps	39,419,000	34,397,000	+813,000
6.92%	+100 bps	38,884,000	33,930,000	+346,000
7.42%	+150 bps	38,357,000	33,471,000	-113,000

The adopted carrying value of £33,583,381 lies below the DCF fair value indication across all scenarios up to approximately +145 basis points of stress on the discount rate, consistent with the Board's conservative approach of adopting the nominal amount rather than the higher DCF indication. A movement of 1 basis point in the discount rate changes the DCF fair value by approximately EUR 11,000 (GBP 10,000).

The Board has reviewed the independent expert's Report and, following due consideration, has concluded that it remains appropriate to carry the SFE Bond at its par-value of EUR 38,486,570.00, equivalent to GBP 33,974,726.34 at the year-end rate of EUR/GBP 1.1328, net of accumulated transaction movements reflected in the carrying value of GBP33,583,381. The Board notes that the Bond's coupon payments have been made in full and on time throughout 2025, and that the contractual security structure remains in place.

17	Investments
	Movements in non-current investments
		Listed Investments	Total
		£000	£000
	Cost or valuation
	At 1 January 2025	33,138	33,138
	Valuation changes	1,764	1,764
	Disposals	(1,267)	(1,267)
	At 31 December 2025	33,635	33,635
	Impairment
	At 1 January 2025 & 31 December 2025	-
	Carrying amount
	At 31 December 2025	33,635	33,635
	At 31 December 2024	33,138	33,138

18     Investments company

	Current		Non-current
	2025 £000	2024 £000	2025 £000	2024 £000
Investments held at fair value through profit or loss	-	33,138	33,635	-
Total	-	33,138	33,635	-

Investment in subsidiary undertakings

Details of the company's principal operating subsidiaries are included in note 19.

18	Investments company
	Movement in non current asset investments - company
		Shares in subsidiaries	Listed Investments	Total
		£000	£000	£000
	Cost or valuation
	At 1 January 2025	100	33,138	33,238
	Valuation changes	-	1,764	1,764
	Disposals	-	(1,267)	(1,267)
	At 31 December 2025	100	33,635	33,735
	Impairment
	At 1 January 2025 & 31 December 2025	(100)	-	(100)
	Carrying amount
	At 31 December 2025	-	33,635	33,635
	At 31 December 2024	-	33,138	33,138

At 31 December 2025, the Group consisted of a parent company, Eight Capital Partners plc, registered in England and Wales and its two wholly owned subsidiaries, Epsion Capital Limited and Eight Captial Advisors LLP.

19     Subsidiaries

Details of the company's subsidiaries at 31 December 2025 are as follows:

Name of undertaking	Registered office	Principal activities	Class of shares held	% held direct
Epsion Capital Limited	27 Old Gloucester Street, London, WC1N 3AX	Financial intermediation	Ordinary Shares	100.00
Eight Capital Advisors LLP	2nd Floor, 33 Newman Street, London, W1T 1PY	Advisory and investment management services	Member	100.00

The aggregate capital and reserves and the result for the year of the subsidiaries noted above was as follows:

Name of undertaking	Capital and Reserves	Profit/(Loss)
	£000	£000
Epsion Capital Limited	(94)	350

Eight Capital Partners LLP was founded 06 October 2025 and was not trading in the year to 31 December 2025.

 

20           Trade and other receivables		2025		2024
		£000		£000
Amounts owed by related parties		23		120
Other receivables		1,074		33
Prepayments		1,289		-
		2,386		153
21           Trade and other receivables - company
		2025		2024
		£000		£000
Amounts owed by fellow group undertakings		-		252
Amounts owed by related parties		22		120
Other receivables		1,070		33
Prepayments		1,288		-
		2,380		405
22           Borrowings - Group and company
		2025		2024
		£000		£000
Borrowings held at amortised cost:
Other loans		-		867
	On 30 January 2025, EUR 1.08 million of the 4.8% ECP bonds (ISIN GB00BP2P0741) were 810,325 new ordinary shares of £0.40 each at the post-consolidation indicative price of £1.12.		converted into
23	Trade and other payables
	2025		2024
	£000		£000
	Trade payables  212		426
	Amounts owed to related parties             89		217
	Accruals               177		400
	Social security and other taxation             9		36
	487		1,079

24           Trade and other payable - company			2025	2024
			£000	£000
Trade payables			201	263
Amounts owed to related parties			9	217
Accruals			173	371
Social security and other taxation			5	33
			388	884
25           Share capital	2025	2024	2025	2024
Ordinary share capital	Number	Number	£000	£000
Authorised Ordinary shares of 40p each	47,673,251	-	19,069	-
Ordinary shares of 0.01p each	-	187,451,702,503	-	18,745
Deferred shares of 0.24p each	540,166,760	540,166,760	1,297	1,297
	587,840,011	187,991,869,263	20,366	20,042
Issued and fully paid Ordinary shares of 40p each	47,673,251		19,069
Ordinary shares of 0.01p each		187,451,702,503	-	18,745
	47,673,251	187,451,702,503	19,069	18,745

25           Share capital     

On 30 January 2025, there was a capital reorganisation to reduce the number of shares in issue and simplify the capital structure. 1,497 new ordinary shares were issued, which results in 187,451,704,000 ordinary shares now being in issue. A share consolidation also took place, with every 4,000 existing ordinary shares with nominal value £0.0001 each were consolidated into one ordinary share with nominal value £0.40 each. This results in the new number of shares in issue being 46,862,926 with nominal value £0.40 each. Based on a closing share price of £0.00028 on 21 January 2025, the indicative new share price of each share is £1.12.

Also on the 30 January 2025, the Company has agreed to convert a total of EUR1.08m 4.8% bonds due 3 September 2026 into 810,325 ordinary shares of £0.40 each ("Bond Shares") at the indicated post-capital reorganisation share price of £1.12 each. As a result of this, the Company will have a total of 47,673,251 ordinary shares.

The deferred shares do not entitle their holders to receive notice of or to attend or vote at any general meeting of the Company, or to receive any dividend or other distribution. On a return of capital on a winding up or dissolution of the Company, the holders of the deferred shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after the holders of new ordinary shares have received

£100,000 per new ordinary share.

The holders of deferred shares are not entitled to any further right of participation in the assets of the Company. The Company shall have the right to purchase the deferred shares in issue at any time for no consideration. As such, the deferred shares effectively have no value. Share certificates were not issued in respect of the deferred shares, and they have not been admitted to trading on the Aquis Stock Exchange Growth Market.

26           Share premium account	2025		2024
	£000		£000
At the beginning of the year	21,999		21,999
Share capital reorganisation	583		-
At the end of the year	22,582		21,999
27           Other reserves	2025		2024
	£000		£000
At the beginning of the year	84		84
Capital reorganisation	(84)		-
At the end of the year	-		84

Other reserves is a convertible debt option reserve. This option was exercised in the year as detailed in the note above.

28     Financial instruments

The directors consider that the carrying amounts of financial liabilities carried at amortised cost in the financial statements approximate to their fair values.

Financial assets	Carrying value			Fair value
	2025	2024		2025	2024
Financial assets measured at fair value	£000	£000		£000	£000
Non-Current investments (bond) Financial assets measured at amortised cost Trade and other receivables	33,635 2,385	33,138 153		33,635 2,385	33,138 153
Cash and cash equivalents	161	4		161	4
	36,181	33,295		36,181	33,295
Financial liabilities	Carrying value			Fair value
	2025	2024		2025	2024
	£000	£000		£000	£000
Financial liabilities measured at amortised cost Borrowings		867			867
Trade payables	212	426		212	426
Other payables	275	653		275	653
	212	1,293		212	1,293

29     Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company is subject to credit risk on its investments and cash.In accordance with the Company's policy, the Board of Directors monitors the Company's exposure to credit risk on an ongoing basis. The credit quality of the underlying securities pledged are monitored regularly and the trustee (White Amba Ltd) has the right to request a valuation on an annual basis or at such times that maybe necessary.

The Company only deposits its cash with major banking institutions. The risk is therefore considered to be limited.

29     Credit risk             

The Group's maximum exposure to credit by class of individual financial instrument is shown in the table below:

Carrying value   Maximum credit risk

	2025	2024	2025	2024
	£000	£000	£000	£000
Investment bond	33,635	33,138	33,635	33,138
Bond interest	1,070	-	1,070	-
Other receivables	1,092	405	1,092	405

As at 31 December 2025, the cash and cash equivalents, investment bonds and receivables held by the Group have not been impaired.

30     Liquidity risk

Liquidity risk arises from the Company's management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

The Company's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, it seeks to maintain cash balances to meet expected requirements for a period of at least 30 days. The majority of the investments held by the Company are quoted and not subject to specific restrictions on transferability or disposal. However, the risk exists that the Company might not be able to readily dispose of its holdings in such markets at the time of its choosing and also that the price attained on a disposal may be below the amount at which such investments were included in the Company's balance sheet.

Less than 1 3 months to 1             Total

		month £000		year £000		£000
	At 31 December 2024 Trade and other payable	36		1,043		1,079
	Borrowing	-		867		867
		36		1,910		1,946
	At 31 December 2025
	Trade and other payable	9		478		487
		9		478		487
31	Market risk

31     Market risk           

Foreign exchange risk

The carrying amounts of the group's foreign currency denominated monetary assets and liabilities at the reporting date are as follows:

	Assets Assets	Liabilites Liabilities
	2025	2024       2025       2024
	£000	£000       £000       £000
Euro	35,106	-              3              -
HKD	-	-              9              -
Sterling	1,070	-              366         -
USD	-	-              10           -
	36,176	-              388         -

At the year end, the Company held Euro-denominated investments of €39.93m and Euro-denominated liabilities of £3k, resulting in a net Euro asset position of €38.48m. This exposes the Company to foreign exchange risk, as movements in the EUR/GBP exchange rate may impact the Company's net profit and net assets attributable to shareholders.

Based on the year-end position, a 10% increase in the EUR/GBP exchange rate would result in a decrease in the GBP value of the net assets of approximately £3.17m. Conversely, a 10% decrease in the EUR/GBP exchange rate would result in an increase in the GBP value of the net assets of approximately £3.87m.

Interest rate risk

The carrying amounts of financial liabilities which expose the group to cash flow interest rate risk are as follows:

The Company holds quoted debt securities at fixed rates of interest and is therefore exposed to interest rate risk. The impact of an increase or decrease on interest rates of 100 basis points on cash and deposits, based on the closing balance sheet position over a 12-month period, is considered immaterial.

In addition, the Company has indirect exposure to interest rates through changes to the financial performance and valuation in equity investments in the companies that have issued debt caused by interest rate fluctuations. Short term receivables and payables are excluded as the risks due to fluctuation in the prevailing levels of market interest rates associated with these instruments are not significant and is limited to the Company's investments.

Price risk

The Company's management of price risk, which arises primarily from quoted and unquoted equity and debt instruments, is through the selection of financial assets within specified limits as approved by the Board of Directors.

For quoted equity securities, the market risk variable is deemed to be the market price itself. A 10% change in the price of those investments would have a direct impact on the statement of comprehensive income and statement of financial position. At 31 December 2024, the effect of such a change in market price would have been approximately £5k (2024: £4k).

32     Capital risk management

The group is not subject to any externally imposed capital requirements

33     Events after the reporting date

Agreement with Altarius Asset Management: On 16 January 2026, the Company entered into a letter of engagement with Altarius Asset Management Limited in connection with the proposed establishment of a Luxembourg-domiciled Reserved Alternative Investment Fund with two sub-funds focused on private debt and private equity investments respectively. A wholly owned subsidiary of the Group is anticipated to provide investment advisory services to the fund, subject to regulatory approvals and completion of the fund structure.

Eight Capital Advisors LLP - FCA registration: In January 2026, Eight Capital Advisors LLP, a subsidiary of the Group, entered into an Appointed Representative Agreement with Brooklands Fund Management Limited as its FCA-authorised principal firm. Finally, in June 2026, ECA was registered with the Financial Conduct Authority as an Appointed Representative, obtaining authorisation to carry out regulated investment advisory and capital markets activities in the United Kingdom under Brooklands' oversight and responsibility as principal firm.

Application to strike off Epsion Capital Limited: On 1 June 2026, the directors of Epsion Capital Limited, a wholly owned subsidiary of the Company, applied to Companies House for the company to be struck off and dissolved. The application will proceed subject to no objections being raised, following which any remaining assets would vest in the Crown.

34     Related party transactions

Included in trade and other receivables at year end were the following balances from related entities:

£4,404 (2024: £21,600) due from Maxrets Ventures Plc;

£14,141 (2024: £nil) due from Eight Capital Advisors LLP;

£2,936 (2024: £nil) due from Epivision Culture and Media Co.

Additionally, during the year, the Group entered into a transaction with Trumar SA in respect of the sale of EUR 1.52 million nominal of the SFE Bond. On the 29th of December 2025, the receivable arising from this transaction was transferred from Trumar SA to Monfor SA, another related party. Accordingly, as at the reporting date, an amount of £1,070,423 was receivable from Monfor SA.

Included in trade and other payables at year end were the following balances from related entities:

£9,269 (2024: £nil) due to Monfor SA.

 

35	Cash absorbed by operations		2025		2024
			£000		£000
	Profit for the year before income tax		3,539		18,295
	Adjustments for:
	Finance costs		-		82
	Investment income		(2,040)		(294)
	Depreciation and impairment of property, plant and equipment		-		3
	Impairment of other receivables at amortised cost		-		106
	Other gains and losses		(1,768)		(20,457)
	Movements in working capital:
	Decrease in trade and other receivables			271	591
	Decrease in trade and other payables			(594)	(367)
	Cash absorbed by operations			(592)	(697)
36	Analysis of changes in net funds/(debt)
		1 January 2025	Cash flows	Other non- cash changes	31 December 2025
		£000	£000	£000	£000
	Cash at bank and in hand	4	157	-	161
	Borrowings excluding overdrafts	(867)	-	867	-
		(863)	157	867	161
		1 January 2024	Cash flows	Other non- cash changes	31 December 2024
	Prior year:	£000	£000	£000	£000
	Cash at bank and in hand	-	4	-	4
	Borrowings excluding overdrafts	-	(867)	-	(867)
		-	(863)	-	(863)

 

END