Results to 31 December 2025 and Notice of AGM

Selkirk Group PLC

08 April 2026

 

8 April 2026

Selkirk Group Plc

("Selkirk" or the "Company")

Results for the period ended 31 December 2025 and Notice of AGM

Selkirk Group PLC, the AIM investment vehicle focused on acquiring undervalued companies or businesses in the consumer, e-commerce, technology and digital media sectors, is pleased to announce its audited results for the period from incorporation to 31 December 2025 (the "Accounts").

The Company further announces that its Annual General Meeting ("AGM") will be held at Pavillion, 81-83 Fulham High Street, London, SW6 3JW on 6 May 2026 at 11 a.m.

Copies of the Accounts and the Notice of AGM will shortly be distributed to shareholders and can be viewed on the Company's website at: https://www.selkirkplc.com/reports-and-presentations.

Highlights

•     Successful AIM admission in November 2024 raising net proceeds of approximately £7.1 million

•     Established as an acquisition vehicle targeting undervalued UK SMEs in the consumer, technology and digital media sectors

•     Active pipeline of acquisition opportunities under review with a rigorous screening process

•     Debt free with a strong cash position of £6.9 million as at period end

•     Focus on capital preservation, with disciplined approach to transaction evaluation and advisory spend, and interest income offsetting most routine operating costs. 

•     AGM expected to take place before May 2026 when the Company will seek to reapprove its investment policy and shareholder authorities

Strategy & Outlook

•     Continued focus on executing a value-accretive Reverse Takeover ("RTO")

•     Targeting businesses that would benefit from a public listing and strategic repositioning

•     Ongoing discussions with multiple potential acquisition candidates

•     Board remains disciplined on valuation and execution risk

•     Strong balance sheet provides significant flexibility and downside protection

Iain McDonald, Executive Chairman, said "Since our successful admission to AIM, Selkirk has made strong progress in executing its strategy as a disciplined acquisition vehicle. We have reviewed a broad pipeline of opportunities while maintaining a highly selective approach, ensuring we only pursue transactions that meet our strategic and valuation criteria.

With a robust cash position of nearly £7 million and a tightly controlled cost base, we are well positioned to act decisively when the right opportunity arises. The UK continues to present a compelling landscape of high-quality, undervalued businesses that would benefit from access to public markets. We will be seeking shareholder approval in the next few weeks for a continuation of our investment policy.

We remain confident in our strategy and are actively progressing discussions with a number of potential targets. The Board looks forward to updating shareholders as we work towards completing a value-accretive acquisition."

For further information, please contact:

Selkirk Group Plc	[phone]
Iain McDonald, Chairman
Zeus (Nominated Adviser and Broker)	[phone]
Dan Bate, Louisa Waddell, John Moran (Investment Banking) Ben Robertson (Corporate Broking)

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 31 DECEMBER 2025

		15 months
		ended
		31
		December
		2025
	Note	£
Administrative expenses		(692,424)
Loss from operations		(692,424)
Finance income		251,762
Loss before tax		(440,662)
Loss for the period		(440,662)
Total comprehensive loss		(440,662)
Loss and total comprehensive loss for the period attributable to:
Owners of the parent		(439,132)
Non-controlling interests		(1,530)
		(440,662)

Earnings per share attributable to the ordinary equity holders of the parent

		2025 Pence
Profit or loss
Basic	10	(0.11)
Diluted	10	(0.11)

CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
	Note	31 December 2025 £
Assets
Current assets
Trade and other receivables	13	96,549
Cash and cash equivalents	14	6,925,673
Total assets		7,022,222
Liabilities
Current liabilities
Trade and other liabilities	15	93,380
		93,380
Total liabilities		93,380
Net assets		6,928,842
Issued capital and reserves attributable to owners of the parent
Share capital	18	415,937
Share premium reserve		6,794,163
Share based payment reserve		159,403
Retained earnings		(439,131)
		6,930,372
Non-controlling interest		(1,530)
TOTAL EQUITY		6,928,842

COMPANY STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2025
	Note	31 December 2025 £
Assets
Non-current assets
Other non-current investments	11	10
		10
Current assets
Trade and other receivables	13	113,220
Cash and cash equivalents	14	6,925,673
		7,038,893
Total assets		7,038,903
Liabilities
Current liabilities
Trade and other liabilities	15	93,380
		93,380
Total liabilities		93,380
Net assets		6,945,523
Issued capital and reserves attributable to owners of the parent
Share capital	18	415,937
Share premium reserve		6,794,163
Share based payment reserve		159,403
Retained earnings		(423,980)
TOTAL EQUITY		6,945,523

CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
	Note	Period to 31 December 2025 £
Cash flows from operating activities
Loss for the period		(440,662)
Adjustments for
Finance income		(251,762)
Share-based payment expense	16	159,403
		(533,021)
Movements in working capital:
Increase in trade and other receivables		(46,548)
Increase in trade and other payables		93,380
Cash generated from operations		(486,189)
Net cash used in operating activities		(486,189)
Cash flows from investing activities
Interest received		251,762
Net cash from investing activities		251,762
Cash flows from financing activities
Issue of ordinary shares		7,328,100
Share placement costs		(168,000)
Net cash from financing activities		7,160,100
Net increase in cash and cash equivalents		6,925,673
Cash and cash equivalents at the end of the period	14	6,925,673

COMPANY STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
	Note	31 December 2025 £
Cash flows from operating activities
Loss for the period		(423,980)
Adjustments for
Finance income		(251,762)
Share-based payment expense	16	159,403
		(516,339)
Movements in working capital:
Increase in trade and other receivables		(63,220)
Increase in trade and other payables		93,380
Cash generated from operations		(486,179)
Net cash used in operating activities		(486,179)
Cash flows from investing activities
Investment in subsidiary		(10)
Interest received		251,762
Net cash from investing activities		251,752
Cash flows from financing activities
Issue of ordinary shares		7,328,100
Share placement costs		(168,000)
Net cash from financing activities		7,160,100
Net increase in cash and cash equivalents		6,925,673
Cash and cash equivalents at the end of the period	14	6,925,673

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 

FOR THE PERIOD ENDED 31 DECEMBER 2025

	Share capital		Share premium	Share based payment reserves	Retained Earnings	Total attributable to equity holders of parent	Non-controlling interest	Total equity
		£	£	£	£	£	£	£
Comprehensive income for the period
Loss for the period		-	-	-	(439,132)	(439,132)	(1,530)	(440,662)
Total comprehensive income for the period		-	-	-	(439,132)	(439,132)	(1,530)	(440,662)
Contributions by and distributions to owners
Issue of share capital		415,937	7,151,563	-	-	7,567,500	-	7,567,500
Share placement costs		-	(357,400)	-	-	(357,400)	-	(357,400)
Movement in the period		-	-	159,403	-	159,403	-	159,403
Total contributions by and distributions to owners		415,937	6,794,163	159,403	-	7,369,503	-	7,369,503
At 31 December 2025		415,937	6,794,163	159,403	(439,132)	6,930,371	(1,530)	6,928,841

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 DECEMBER 2025

	Share capital	Share premium	Share based payment reserves	Retained Earnings	Total equity
	£	£	£	£	£
Comprehensive income for the period
Loss for the period	-	-	-	(423,980)	(423,980)
Total comprehensive income for the period	-	-	-	(423,980)	(423,980)
Contributions by and distributions to owners
Issue of share capital	415,937	7,151,563	-	-	7,567,500
Share placement costs	-	(357,400)	-	-	(357,400)
Movement	-	-	159,403	-	159,403
	-
Total contributions by and distributions to owners	415,937	6,794,163	159,403	-	7,369,503
At 31 December 2025	415,937	6,794,163	159,403	(423,980)	6,945,523

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2025

1.       Reporting entity

Selkirk Group PLC (the 'Company') is a public limited company registered in England and Wales. The Company's registered office is at Eastcastle House, 27-28 Eastcastle Street, London, United Kingdom, W1W 8DH.

These consolidated financial statements comprise the Company and its subsidiary (collectively the 'Group' and individually 'Group companies'). The principal activity of the parent company is that of a holding company and the principal activity of the subsidiary company, Selkirk Jersey Ltd is that of an investment vehicle.

2.       Basis of preparation

The Group's consolidated and the Company's individual financial statements have been prepared in accordance with UK adopted International Accounting Standards (IFRSs). They were authorised for issue by the Company's board of directors on 7 April 2026.

Details of the Group's accounting policies, including changes during the period, are included in note 4.

The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 and elected not to present its own Statement of comprehensive income in these financial statements.

In preparing these financial statements, management has made judgements, estimates and assumptions that affect the application of the Group accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The areas where judgements and estimates have been made in preparing the consolidated financial statements and their effects are disclosed in note 5.

2.1  Basis of measurement

The financial statements have been prepared on the historical cost basis.

2.2  Changes in IFRSS not yet adopted

i) New standards, interpretations and amendments effective from 24 September 2024

Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates

The amendment to IAS 21 - The Effects of Changes on Foreign Exchange Rates focuses on the lack of exchangeability. It addresses the challenges entities face when a currency cannot be exchanged for another currency. The new standard has no material impact in the annual financial statements for the period ended 31 December 2025.

ii)     New standards, interpretations and amendments not yet effective

The following standard impacting the company and interpretations to published standards are not yet effective:

New standard or interpretation	UK Endorsement status	Mandatory effective date (period beginning)
IFRS 18 Presentation and Disclosure in Financial Statements	Endorsed	Effective 1 January 2027

The Directors anticipate that the adoption of the Standard in future periods will not have an impact on the results and net assets of the Company, however, it is too early to quantify this.

The Directors anticipate that the adoption of other Standards and interpretations that are not yet effective in future periods will only have an impact on the presentation in the financial statements of the Company.

3.       Functional and presentation currency

These consolidated financial statements are presented in British Pound Sterling (GBP), which is the Company's functional currency. All amounts have been rounded to the nearest Pound, unless otherwise indicated.

4.       Material accounting policies

4.1     Cash and cash equivalents

Cash comprises cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are held with banks with high credit ratings and are by their nature highly liquid investments. None mature in greater than three months from the relevant date of acquisition, and that are readily convertible to known amounts of cash with insignificant risk of change in value.

4.2     Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiary. Control is achieved when the Company:

·      has power over the investee;

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

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

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

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiary is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of the subsidiary to bring their accounting policies into line with the Group's accounting policies.

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

4.3     Going concern

These financial statements have been prepared on a going concern basis. The Directors have considered the Group and Company's ability to continue in operational existence for a period of at least twelve months from the date of approval of these financial statements.

The Group and Company has not yet substantially implemented its Investment Policy (as set out in the Admission Document dated 7 November 2024). Accordingly, a resolution will be proposed at the next Annual General Meeting seeking shareholder approval for the continuation of that policy in accordance with AIM Rule 8. The Directors unanimously recommend that shareholders vote in favour of the resolution and believe it will be passed.

In the unlikely event that shareholders do not approve the continuation of its approved investment policy, the Board, in consultation with the Group and Company's Nominated Adviser, would (in line with AIM Rules guidance) would propose an amended Investment Policy for shareholder approval as soon as practicable, or consider other resolving actions such as an orderly and solvent return of capital to shareholders.

The Company at 28 February 2026 held cash balances of £6.8 million and remains debt free. Most of this cash is held on deposit with highly credit rated banks, and these deposits provide interest income which cover most of its current monthly operating cash costs (excluding transaction costs) of circa £25,000. The Directors expect that in a situation where an RTO had aborted at a late stage, and that the Company was responsible for the customary fees, then cash balances would be more than sufficient to cover them.

Consequently, the Directors are satisfied that the Company could continue to have adequate resources to meet its liabilities as they fall due for the foreseeable future and that there are no material uncertainties relating to events or conditions that may cast significant doubt upon the Company's ability to continue as a going concern. Accordingly, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

4.4     Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

(i) Current tax

The Group's current tax is accounted for on the basis of tax laws enacted or substantively enacted by the end of the reporting period. current tax. Current tax is charged or credited to the income statement, except when it relates to items charged to equity or other comprehensive income.

(ii)  Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to equity or other comprehensive income.

4.5     Financial instruments

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of the instruments.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

4.6     Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the consolidated statement of comprehensive income in the period to which they relate.

4.7     Non-controlling interests

The total comprehensive income or loss of the non-wholly owned subsidiary is attributed to owners of the parent and to the non-controlling interests in proportion to their relative ownership interests.

4.8     Finance income

Interest income from a financial asset is recognised on an accruals basis.

4.9     Equity instruments

Ordinary shares are classified as equity when there is no contractual obligation to transfer cash or other financial assets. Incremental costs directly attributable to the issue of equity instruments are shown in equity as a deduction from the proceeds. Share capital is carried at par value.

Incremental costs directly attributable to the issue of shares are accounted for as a deduction from consideration received, and are recorded in share premium. Share premium reflects the proceeds received (net of allowable costs) in excess of the par value.

4.10   Share options

The A Shares issued by Selkirk Jersey Limited represent equity-settled share-based payment arrangements under which the Group receives services as a consideration for the additional rights attached to these equity shares, over and above their nominal price.

Equity-settled share-based payments to certain of the Directors and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value is expensed, with a corresponding increase in equity, on a straight-line basis over the vesting period. Where the equity instruments granted are considered to vest immediately, the services are deemed to have been received in full, with a corresponding expense and increase in equity recognised at grant date.

The dilutive effect of outstanding share-based payments is reflected as share dilution in the computation of diluted Earnings per share.

5.       Accounting estimates and judgements

5.1     Judgement

When preparing the Financial Statements, management undertakes a number of judgements, estimates and assumptions about recognition and measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made by management, and will seldom equal the estimated results.

Management Incentive Plan

The Company provides for the compensation to management arising from the Management Incentive Plan as estimated by reference to the share price performance of the Group and dividends in the period. The compensation is attached to rights Selkirk Jersey Limited will have the right to convert the compensation entitlement in Selkirk Jersey Limited A shares into ordinary shares in Selkirk Group Plc. The vesting period is dependent on the timing of the Group's first acquisition of a trading business, which has been estimated at 12 months after the reporting date, resulting in an estimated vesting period of four years from grant date.

The Directors believe that there were no other significant judgements required with regard to the application of the Company's accounting policies in preparing these financial statements.

5.2     Estimates and assumptions

Estimate and assumption

Estimates included within these financial statements relate to the Management Incentive Plan (MIP). The Directors estimate that the Group First Acquisition will occur approximately 12 months after the reporting date. Due to the complex payoff structure and market-based performance conditions, the fair value was calculated using a Monte Carlo simulation model, which simulated the evolution of the Company's share price over the life of the plan. This includes assessing and using estimates that best reflects market expectations. The Directors believe that none of these estimates carry a significant estimation uncertainty, nor do they bear a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the foreseeable future. A MIP provision of £159,403 was made in the period to 31 December 2025 as disclosed in note 16.

6.       Finance income and expense

Recognised in profit or loss	15 months ended 31 December 2025 £
Finance income
Interest on:
Bank deposits	251,762
Total interest income	251,762
Net finance income recognised in profit or loss	251,762

7.       Auditor's remuneration

During the period, the Group obtained the following services from the Group's auditor in respect of the Group's consolidated financial statements.

	15 months ended 31 December 2025 £
Fees payable to the auditor in respect of:
Audit fees	36,600
All non-audit services not included above	30,000

8.       Employee benefit expenses

Group and company	15 months ended 31 December 2025 £
Employee benefit expenses (including Directors) comprise:
Directors' remuneration	117,150
Share based payment expenses	79,702
	195,852

As mentioned in note 16, the A shares on which the share based payment is attributed to, were issued to Kelso Group Ltd and I McDonald, a director of the Group.

Key management personnel compensation

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Group, including the Directors of the Company listed in the Directors' report.

The monthly average number of persons, including the Directors, employed by the Group and Company during the period was as follows:

Group and company	15 months ended 31 December 2025 £
Directors	3

9.       Tax expense

9.1     Income tax recognised in profit or loss

The reasons for the difference between the actual tax charge for the period and the standard rate of corporation tax in the United Kingdom applied to losses for the period are as follows:

	15 months ended 31 December 2025 £
(Loss)/profit for the period	(440,661)
(Loss)/profit before income taxes	(440,661)
Tax using the Company's domestic tax rate of 25% (2024:25%)	(110,165)
Unrelieved tax losses carried forward	110,165
Total tax expense	-

Changes in tax rates and factors affecting the future tax charges.

There were no factors that may affect future tax charges.

10.     Earnings per share

(i) Basic earnings per share

	15 months ended 31 December 2025 Pence
From continuing operations attributable to the ordinary equity holders of the Company	(0.11)
Total basic earnings per share attributable to the ordinary equity holders of the Company	(0.11)

(ii) Diluted earnings per share

	15 months ended 31 December 2025 Pence
From continuing operations attributable to the ordinary equity holders of the Company	(0.11)
Total diluted earnings per share attributable to the ordinary equity holders of the Company	(0.11)

(iii) Reconciliation of earnings used in calculating earnings per share

	15 months ended 31 December 2025 £
Loss attributable to the ordinary equity holders of the Company used in calculating basic earnings per share:
From continuing operations	(439,131)
Loss attributable to the ordinary equity holders of the Company used in calculating basic earnings per share:
Used in calculated basic earnings per share	(439,131)
Used in calculated diluted earnings per share	(439,131)
Loss attributable to the ordinary equity holders of the Company used in calculating diluted earnings per share	(439,131)

(iv) Weighted average number of shares used as the denominator

	15 months ended 31 December 2025 £
Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share	382,896,001

The Company has potential ordinary shares in the form of share options emanating from an equity-settled share-based payment scheme as shown in Note 15. These could potentially dilute basic earnings per share in the future but were not included in the calculation of diluted earnings per share because they are anti-dilutive for this period. As such, diluted earnings per share are equal to basic earnings per share.

11.     Other non-current investments

Company	Note	31 December 2025 £
Investments in subsidiary companies	12	10

12.     Subsidiary

Details of the Group's material subsidiary at the end of the reporting period are as follows:

Name of subsidiary	Principal activity	Place of incorporation and operation	Proportion of ownership interest and voting power held by the Group (%) 31 December 2025
1) Selkirk Jersey Limited	Investment Vehicle	Jersey	91

13.     Trade and other receivables

Group	31 December 2025 £
Prepayments	24,916
Accrued income	20,071
Other receivables	51,560
Total current position	96,548

Company	31 December 2025 £
Receivables from subsidiary	16,672
Total financial assets other than cash and cash equivalents classified as loans and receivables	16,672
Prepayments	24,916
Accrued income	20,071
Other receivables	51,560
Total trade and other receivables	96,548

The Company does not hold any collateral as security.

14.     Notes supporting statement of cash flows

Group	31 December 2025 £
Cash and cash equivalents	6,925,673
Cash and cash equivalents in the statement of cash flows	6,925,673

Company	31 December 2025 £
Cash and cash equivalents	6,925,673

15.     Trade and other payables

Group and Company	31 December 2025 £
Trade payables	27,268
Accruals	66,112
Total financial liabilities, excluding loans and borrowings, classified as financial liabilities	93,380
Total trade and other payables	93,380

16.     Share based payments

16.1   Management Incentive Plan ("MIP")

Details of the MIP

On 7 November 2024, in connection with the Company's admission to trading on AIM, the Group established a Management Incentive Plan ("MIP") to incentivise key members of management and service providers.

Under the plan, 10,000,000 A shares ("MIP Shares") were issued by Selkirk Jersey Limited, a 91% owned subsidiary of Selkirk plc, to Kelso Ltd and I McDonald. The MIP Shares do not carry dividend rights and provide economic participation only where shareholder value exceeds a defined hurdle.

Key terms

Term	Description
Grant date	7 November 2024
Number of awards granted	10,000,000 MIP Shares
Subscription price	Nil
Settlement	Equity settled
Vesting conditions	Continued service and achievement of a shareholder return hurdle
Performance hurdle	Preferred return of 8% per annum compounded on IPO subscription proceeds
Participation threshold	Up to 15% of growth in value above the Preferred Return threshold
Measurement period	Between the third and fifth anniversary of the Group's first acquisition
Leaver provisions	Bad leavers forfeit shares which may be redeemed for nominal consideration

If the Preferred Return is not achieved, the MIP Shares have only nominal value. The plan aligns management incentives with shareholder returns by allowing participants to share in value created above the hurdle return.

Valuation of awards

The fair value of the MIP Shares was determined at the grant date in accordance with IFRS 2 - Share-based Payment. Due to the complex payoff structure and market-based performance conditions, the fair value was calculated using a Monte Carlo simulation model, which simulated the evolution of the Company's share price over the life of the plan.

The model simulated 50,000 potential share price paths and calculated the expected value of the awards under the scheme's waterfall provisions.

Key assumptions used in the valuation assumption value

Grant date share price	2.4 pence
Expected volatility	50%
Risk-free interest rate	4.25%
Dividend yield	0%
Expected redemption date	5 years
Valuation period	6 years

The total fair value of the MIP Shares at grant date was estimated at £705,932 (£0.07059 per MIP Share).

Vesting period

The vesting period is dependent on the timing of the Group's first acquisition of a trading business, which had not occurred by the reporting date.

At grant date management estimated that the first acquisition would occur approximately 12 months after admission, resulting in an estimated vesting period of four years from grant date. This estimate is reassessed at each reporting date.

At 31 December 2025, the Group had not yet completed its first acquisition and management currently estimates that the acquisition will occur within 12 months after the reporting date.

Share-based payment expense

The share-based payment charge recognised in the consolidated statement of profit or loss for the period ended 31 December 2025 is £159,403.

The total expected expense over the life of the scheme is £705,932, subject to adjustment for the timing of the Group's first acquisition and the number of awards expected to vest.

The grant-date fair value of the awards will not be subsequently remeasured.

17.     Financial instruments - fair values and risk management

17.1   Financial risk management objectives

The Group only deals in basic financial instruments. In the current period the Group's financial instruments comprise cash and cash equivalents and accruals which arise directly from its operations. All financial assets and liabilities are recognised at amortised cost. The Group does not use financial instruments for speculative purposes.

Capital Management Risk

The capital structure of the Group consists of cash and cash equivalents and equity attributable to holders of the parent, comprising issued share capital and retained earnings. The Group reviews the gearing ratio to monitor the capital. This gearing ratio will be considered in the wider macroeconomic environment.

Liquidity Risk

The Group has to date financed its operations from cash reserves funded from share issues, Management's objectives are now to manage liquid assets in the short term through closely monitoring costs and raising funds through the issue of shares. The Group's cash flow has so far exceeded the group's financial liabilities, which are all due for settlement within 6 months. Management continues to monitor the short term and long-term cash flow thereby minimising the liquidity risk.

Interest rate risk

The Group has no borrowing facilities that require repayment and therefore has no interest rate risk exposure.

Fair Values

Management have assessed that the fair values of cash and short-term deposits and accruals approximate to their carrying amounts due to the short-term maturities of these instruments.

18.     Share capital

Issued and fully paid*	31 December 2025 Number	31 December 2025 £
Ordinary shares of £0.001 each
Shares issued	415,937,487	415,937
At 31 December	415,937,487	415,937

On incorporation on 24 September 2024, 50,000,000 ordinary shares of £0.001 were issued at par. On the 24 October 2024, 55,000,000 ordinary shares of £0.001 were issued at par. On the 7 November 2024, the company issued 310,937,487 ordinary shares at £0.024 per share and raised £7,210,100 net of certain issue costs.

All the shares in issue have a voting right and rank pari passu in respect of dividends and capital distributions. The shares are not redeemable.

*As at 31 December 2025, nominal value of £2,083 of the issued and called-up share capital was unpaid and the full value is expected to be recovered in 2026.

19.     Reserves

Share premium

The share premium reserve records the amount above the nominal value received for shares sold, net of transaction costs.

Share based payment reserve

Share based payment reserves consists of the assessed value of the MIP for services received which are yet to be converted into class A ordinary shares. Any amounts in relation to share options that expire or are not exercised will be transferred to distributable reserves.

Retained earnings

This balance represents the cumulative profit and loss made by the Group, net of distributions to owners.

20.     Related party transactions

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

Details of transactions between the Company and its related parties are disclosed below.

There are no personnel considered to be key management other than the Directors. The Directors received remuneration during the period and are entitled to a MIP.

During the period, Kelso Ltd charged consultancy fees totalling £57,427 to The Group.

As stated in note 16, Kelso Ltd holds A shares in Selkirk Jersey Limited, and are entitled to share based payments (MIP). At the year end, the MIP provision relating to Kelso Ltd's shareholding was £79,701. The previous directors, Messrs. J D Brooke, J H Goold and M Kirkland were also directors and shareholders in Kelso Ltd.

21.     Control

There is no controlling party. A list of substantial shareholders is disclosed in the Directors' report.

22.     Events after the reporting date

There were no events after the reporting date to report.

 

END