Final Results and Notice of AGM
Summary by AI BETAClose X
1 July 2026
Truetide plc
("Truetide" or the "Company")
Final Results for the year ended 31 March 2026
Truetide plc (AIM: TRUE), the AIM-quoted investment company, announces its audited annual results for the financial year ended 31 March 2026, highlights of which are set out below:
· Pre-tax loss narrowed sharply to £425,000 (2025: £1.09 million loss), with loss per share down to 0.56p (2025: 1.71p loss per share).
· Listed-investments NAV of 3.7p per share at the date of this report - excluding any value for Paraytec, which remains carried at £Nil.
· Autins Group: EBITDA up 71.4% to £2.4m and a return to net profit, supported by £12.0 million of new UK business and €4.3 million in Germany providing multi-year revenue visibility.
· Imaging Biometrics: positive Phase 1 results for gallium maltolate in recurrent glioblastoma, with an Expanded Access Programme now being reactivated for up to 20 further patients.
· Paraytec's renaissance: three live development programmes, including a new collaboration with VosBio on non-invasive lung cancer detection.
Notice of AGM
A copy of the annual report and accounts, together with notice of the Company's annual general meeting ("AGM") to be held on 24 July 2026 at 10.30 am at the office of China Ventures Ltd, Unit 2, Common Farm, Common Lane, Mappleborough Green, Warwickshire, B80 7DP, will be posted to shareholders shortly and available on the Company's website, https://truetide.co.uk/.
For further information:
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Truetide plc |
Tel: 01738 587555 |
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Trevor Brown, Chief Executive Officer Viv Hallam, Executive Director |
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Allenby Capital Limited (Nominated Adviser and Joint Broker) |
Tel: 020 3328 5656 |
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James Reeve / Ashur Joseph |
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AlbR Limited (Joint Broker) |
Tel: 020 7469 0936 |
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Duncan Vasey / Lucy Williams |
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CEO's Report
I am pleased to report to shareholders for the year ended 31 March 2026.
Strategic Investments Overview
Paraytec Limited www.paraytec.com
Truetide owns 100% | Book value £Nil
Paraytec designs advanced detectors for the analytical and life-science markets. Its flagship product, the CX300, is a portable flow cytometer capable of detecting particles from 10 nm to 20 µm in tiny liquid samples with remarkable sensitivity. This year has been a breakthrough year for the CX300, with three development programmes now ongoing.
Gram-positive and gram-negative bacteria detection programme
Work continues on the development of a point-of-care test for bacteraemia, commonly associated with sepsis. Paraytec uses the CX300 technology to distinguish between gram-positive and gram-negative bacteria. The test leverages a genetically engineered fluorescent protein that binds specifically to peptidoglycan, aiding in the rapid identification of bacterial infections. This test, which is crucial for the early treatment of sepsis, is also applicable to many other sectors such as food testing.
Syneuclein assay programme
On 21 May 2026, the Company reported that Paraytec had completed the proof-of-concept phase of its alpha-synuclein assay programme and the Directors believe that the results are genuinely exciting. The CX300 successfully measured the aggregation kinetics of recombinant alpha-synuclein in the presence of oligomer-containing preparations: a meaningful step towards the creation of a potentially high-value clinical screening tool for Parkinson's disease (PD), dementia with Lewy bodies (DLB) and multiple system atrophy (MSA), with scope to monitor patient progress over time.
Alongside the assay, Paraytec has assembled a panel of recombinant alpha-synuclein variants including the disease-associated A30P and A53T familial Parkinson's mutations and a fluorescently taggable construct. The Paraytec directors believe this gives the platform a compelling edge in comparative strain analysis and in distinguishing between different synucleinopathies. Buoyed by these results, the team is now weighing a pilot study to test rapid (sub-24-hour) detection of pathological alpha-synuclein seeding activity in biological and clinical samples.
Why it matters
• The CX300's real-time fluorescence particle counting delivers rapid, reproducible aggregation readouts, with potential speed and workflow advantages over existing RT-QuIC approaches. A head-to-head comparison will form part of the pilot.
• The proprietary variant panel positions the platform for the comparative strain analysis that could underpin differential diagnosis between PD, DLB and MSA.
• A successful assay would address a major unmet need in a neurological diagnostics market projected to reach US$9.2 billion by 2030 (CAGR >10%).
• Several commercial routes are open: near-term research-use-only instruments and kits, pharmaceutical partnerships in anti-aggregation drug discovery and longer-term clinical diagnostic tests all underpinned by intellectual property spanning assay format, variant panel and oligomer enrichment.
• The work builds on a collaboration with Professor Oliver Bandmann and the Sheffield Institute for Translational Neuroscience (SiTRAN).
Synucleinopathies are among neurology's most underserved diagnostic markets - Parkinson's alone affects an estimated 10 million people worldwide and today's diagnosis still leans on phenotypic assessment and imaging that typically detect disease only after substantial neurodegeneration has occurred.
Lung cancer collaboration
On 25 June 2026, the Company reported that Paraytec and VosBio are in the early stages of a collaboration to develop a non-invasive test for the early detection of lung cancer in exhaled breath. The partnership pairs VosBio's Universal Breath Collector which captures Exhaled Breath Condensate in under a minute with Paraytec's CX300, a portable, high-sensitivity fluorescence detector capable of identifying labelled biomarkers down to picomolar concentrations. By combining rapid, painless sample collection at the source with sensitive optical particle analysis, the companies aim to detect the molecular signatures of lung cancer carried in a patient's breath, offering a potential route to earlier, more accessible screening. This collaboration would mark the first step of a longer journey: the work begins with feasibility and biomarker validation studies, with extensive further research, clinical evaluation and regulatory approvals to follow before any test could become available for clinical use.
Gyrometric Systems Limited www.gyrometric.systems
Truetide owns 21.43% | Book value £27,323
This UK company specialises in digital monitoring for rotating machinery. Its patented technology reads shaft rotation and alignment in real time, catching mechanical wear in places - such as journal bearings - where vibration-based systems fall silent.
Gyrometric's UK-US research project to develop modular thin-film journal bearings and real-time condition monitoring for offshore wind turbines is due to complete in July; instruments shipped to the US performed well in lab trials run by Kingsbury Inc. In May 2026, CEO David Orton took that story to the US Wind Turbine Drive Train Conference, at the Argonne National Laboratory in Illinois, presenting the benefits for both new and refurbished turbines to wind-farm operators.
Listed Investments
At 31 March 2026, Truetide held investments in the following UK listed companies:
Autins Group plc www.autins.com
Truetide owned 29.09% at 31 March 2026; book value £1,270,720
Autins is a maker of acoustic and thermal insulation for the automotive and other sectors.
Its 5 May 2026 trading update pointed to a markedly improved position, including significant new contract wins, which provide enhanced multi-year revenue visibility, including:
• UK: £12.0 million of new and transfer business, peaking at approximately £2.4 million per annum. The transfer element is already in production, providing immediate revenue contribution.
• Germany: €4.3 million of new business, peaking at approximately €0.9 million per annum, including a strategic Lightfoam award with a new customer that opens a meaningful new growth avenue with additional opportunities in the pipeline.
For the period to 31 March 2026, Autins reported revenue of £17.6m, EBITDA up 71.4% to £2.4m and a return to net profit of £0.17m. Its Board has provided guidance for revenue of £22m in 2027, £26m in 2028 and £27m in 2029, with post-tax profit of £0.8m, £1.4m and £1.9m respectively. Trevor Brown joined the Autins board as Truetide's representative during the financial year, following the stepping down of Qu Li. Post year-end, Truetide's board decided it was not currently necessary to hold a seat on the Autins board and Trevor Brown stepped down from his NED role there. The Relationship Agreement remains in place and Truetide may in future exercise that right if deemed necessary.
Built Cybernetics plc www.builtcybernetics.com
Truetide owned 2.78% at 31 March 2026; book value £182,730
Provides architectural, interior-design and smart-building services across office, residential, education, industrial and hospitality developments.
For the year to 30 September 2025, it grew revenue 8% to £20.1m and swung to a post-tax profit of £0.11m (from a £1.1m loss), whilst continuing its programme of smart-building acquisitions.
Image Scan Holdings plc www.ish.co.uk
Truetide owned 7.40% at 31 March 2026; book value £151,825
A specialist in innovative X-ray technology for the security and industrial-inspection markets, supplying portable and fixed screening systems to governments and law-enforcement agencies, as well as systems used in catalytic-converter and diesel-particulate-filter manufacture. Its 30 April 2026 interim results showed a much-improved performance, with the company entering the second half of FY26 stronger than a year earlier on the back of a solid order book and a broad pipeline.
On 5 June 2026, Image Scan announced a substantial contract to supply 25 of its ThreatScan® portable X-ray systems to a European government defence organisation for use in Explosive Ordnance Disposal operations. This followed a competitive international tendering process and the company believe this demonstrates Image Scan's position as a trusted supplier for this specialist military technology.
Imaging Biometrics Limited www.ibailtd.com
Truetide owned 29.35% at 31 March 2026; book value £343,975
Imaging Biometrics is an imaging-software, diagnostics and medical-research group whose subsidiaries include Imaging Biometrics LLC, Stone Checker Software and Kirkstall.
On 3 June 2026 it launched IB Nimble™ 2, a substantially upgraded secure platform (web, iOS and Android) for multidisciplinary clinical collaboration, tumour-board discussions and emergent care. Its GE HealthCare distribution agreement, expanded in December 2025, now covers QSMetric™ and FTB Express Maps alongside IB Neuro® and IB Delta T1™, opening access to GE's worldwide installed base of MRI systems. Meanwhile Kirkstall's Quasi-Vivo® organ-on-a-chip platform is in active pharmaceutical use, with a BBSRC/NC3Rs-funded glioblastoma tumour-on-a-chip collaboration at Nottingham Trent University opening a route into higher-volume drug discovery.
On 9 June 2026, Imaging Biometrics announced publication of the Phase 1 Clinical Trial results of oral gallium maltolate (GaM) in recurrent glioblastoma. These results confirmed that GaM was safe and well tolerated. The median overall survival among the 22 patients was 16 months and the median progression-free survival of 2.5 months. The authors concluded that further investigation of the clinical efficacy of gallium maltolate in recurrent glioblastoma is warranted, and that this will require a statistically powered, Phase 2 trial. In response to continued interest from patients and clinicians,
Imaging Biometrics intends to reactivate its Expanded Access Programme (EAP) to enrol up to 20 additional patients. The EAP provides a route for eligible patients to access investigational gallium maltolate outside of a clinical trial.
Truetide also holds several smaller legacy portfolio investments, from which we continue to seek exits where appropriate. The book value of these investments as at 31 March 2026 was £27,361.
Outlook
Truetide's near-term fortunes are tied closely to the value of its investments. With a major share of shareholder funds now deployed in the listed segment of the portfolio, tracking changes in the Company's net asset value ("NAV") should be far more straightforward for shareholders than it has been in the past. The market value of the Company's listed holdings was £2,888,878 at the date of this report, representing 3.7p per Truetide share. Importantly, this NAV figure excludes any value attributed to Paraytec, which is carried in our balance sheet at £Nil. Paraytec's renaissance, set out above, now offers the prospect of a meaningful enhancement in shareholder value: even a modest re-rating of Paraytec, offers the prospect of a significant uplift in the Company's net asset value.
Trevor Brown
Chief Executive Officer
Financial Review
During the year, we continued the comprehensive review of our cost base and continued to reduce the central costs.
Income Statement
Fee-based revenue was generated by Truetide plc. The principal revenue from the Group's operations comprises investment management fees, with total revenue during the year being £14,000 (2025: £21,000). Finance income was £10,000 (2025: £36,000), being interest on outstanding loan notes and bank interest received.
As at 31 March 2026, the total number of directly held investments in the portfolio of Strategic Investments and the Portfolio Investments was 17 companies (2025: 18). The fair value of the directly held portfolio was £1,977,000 (2025: £2,271,000). The group made no investments during the year.
The group sold Kirkstall Limited during the year, as well as some shares in Built Cybernetics plc (previously Aukett Swanke plc) and Image Scan Holdings plc in the year, resulting in a profit on disposal of £115,000.
Total income for the year ended 31 March 2026, including realised gains and unrealised revaluation gains and losses, was a loss of £18,000 (2025: £408,000 loss) and impairments of £Nil (2025: £Nil).
The average number of employees remained at five during the period under review. Employee benefits expense was £240,000 (2025: £335,000). Other operating and finance costs decreased to £259,000 (2025: £254,000).
The total loss after tax improved to £425,000 (2025: £1,089,000 loss), equivalent to a basic loss per share of 0.56 pence (2025: 1.71 pence loss).
Financial Position
The Group had net assets of £2,216,000 as at 31 March 2026 (31 March 2025: £2,329,000).
At the year end, the Group had cash balances of £151,000 (2025: £64,000). There were no material borrowings.
A summary analysis of the Group's performance is as follows:
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2026 |
2025 |
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£'000 |
£'000 |
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Investment management revenue and sales |
14 |
21 |
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Finance income |
10 |
36 |
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Income before portfolio movements |
24 |
57 |
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(Loss) / profit on disposal of investments |
115 |
(24) |
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Change in fair value of investments, gain on disposal of investments and movement in contingent liability |
(18) |
(409) |
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Impairment of investments |
- |
- |
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Total income of continuing activities |
121 |
(376) |
|
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Employee benefits expense (including share- based payments) |
(240) |
(335) |
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Impairment of loans in investment companies |
(47) |
(124) |
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Other operating and finance costs |
(259) |
(254) |
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Total costs on continuing activities |
(546) |
(713) |
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Loss before tax - continuing |
(425) |
(1,089) |
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Tax |
- |
- |
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Total profit and total comprehensive profit for the year |
(425) |
(1,089) |
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|
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Opening cash balance |
64 |
1,742 |
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Investment in portfolio companies |
- |
(1,213) |
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Proceeds from sale of equity investments |
391 |
163 |
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Funds raised - net of share issue costs |
280 |
- |
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Other activities |
(584) |
(628) |
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Closing cash balance |
151 |
64 |
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Net assets |
2,216 |
2,329 |
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Key Performance Indicators (KPIs)
The KPIs we use to monitor business performance have been changed in order to better reflect the emphasis that the Board has placed upon the development of the Strategic Investments as the best way to increase shareholder value over the short and medium term. Given the nature of our business, these KPI's remain as, primarily, financial measures. They are:
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2026 |
2025 |
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Cash ('£000) |
151 |
64 |
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Share price (pence) |
1.60 |
5.00 |
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Income ('£000) |
14 |
21 |
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Value of investments |
1,977 |
2,271 |
Principal Risks and Uncertainties
Through its operations, the Group is exposed to a number of risks. The Group's risk management objectives and policies are described in the Corporate Governance Statement. Truetide is ensuring that all necessary steps have been taken to maintain the integrity of the Company's assets and the health and well-being of our employees.
Section 172 Statement
Section 172 (1) of the Companies Act obliges the Directors to promote the success of the Company for the benefit of the Company's members as a whole. This section specifies that the Directors must act in good faith when promoting the success of the Company and in doing so, have regard (amongst other things) to:
a. the likely consequences of any decision in the long term,
b. the interests of the Company's employees,
c. the need to foster the Company's business relationship with suppliers, customers and others,
d. the impact of the Company's operations on the community and environment,
e. the desirability of the Company maintaining a reputation for high standards of business conduct, and
f. the need to act fairly between members of the Company.
The Board of Directors is collectively responsible for formulating the Company's strategy, which is to invest in businesses where prospects appear to be exceptional and deliver growth to its shareholders. Of course, the Board cannot predict the future but aims to make decisions that it considers are in the best interest of all shareholders at the time. Key decisions made by the Board in the current year included the sale of subsidiary Kirkstall Limited.
Our employees are one of the primary assets of our business and will be critical to the future success of the Company. First and foremost, the Directors strive to ensure a safe working environment for all its staff and contractors, and we are proud of our safety achievements in 2025/26. We also seek to reward employees with remuneration packages which align the interests of the Company and its shareholders with those of the employees. Employees are provided with challenging work and external training opportunities to ensure their continual development.
As the Company is an internally managed investment Company, its only employees are its directors. The main stakeholders are therefore the Company's shareholders and a small number of key third party suppliers, accountants, broker and auditor. Its customers are therefore its shareholders.
The Board places equal importance on all shareholders and strives for transparent and effective external communications, within the regulatory confines of an AIM-listed company. The primary communication tool for regulatory matters and matters of material substance is through the Regulatory News Service ("RNS"). The Company's website is also updated regularly and provides further details on the business as well as links to helpful content such as our latest investor presentations.
The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act 2006.
The Board encourages senior management to engage with staff, suppliers, customers and the community, to assist the Board in discharging its obligations.
The Group operates by remote working and as such has a limited impact on the environment and has no greenhouse gas emissions to report as indicated on this page. Both within the Group and in its investment portfolio the Company promotes wherever possible an ecologically sound policy and considers its impact on social, community and human rights issues. Truetide is always taking into account the considerable pressures of budget, commercial and market constraints.
In order to maintain a good reputation, the Board ensures that it communicates accurately and effectively with its shareholders and has strict procedures in place that ensures that the Group is compliant with regulations. The Board is open to engage with investors on our financial performance, strategy and business model, with the Annual General Meeting providing an opportunity for investors to meet and engage with members of the Board.
On behalf of the Board
Trevor E Brown
Chief Executive Officer
30 June 2026
Consolidated Statement of comprehensive INCOME for the year ended 31 March 2026
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2026 |
2025 |
|
|
|
Notes |
£ |
£ |
|
|
|
|
|
|
|
|
Revenue from contracts with customers |
3 |
13,941 |
20,500 |
|
|
Change in fair value of investments |
10 |
(17,918) |
(408,681) |
|
|
Impairment of investments |
10 |
- |
- |
|
|
Profit / (loss) on disposal of investments |
10 |
114,811 |
(23,792) |
|
|
Total income |
|
110,834 |
(411,973) |
|
|
|
|
|
|
|
|
Employee benefits expense |
5 |
(239,577) |
(335,416) |
|
|
Other operating costs |
7 |
(256,273) |
(251,099) |
|
|
Total operating costs |
|
(495,850) |
(586,515) |
|
|
|
|
|
|
|
|
Impairment of loans in investment companies |
13 |
(47,000) |
(123,933) |
|
|
Finance costs |
6 |
(3,102) |
(2,971) |
|
|
Finance income |
4 |
10,149 |
36,491 |
|
|
Total costs |
|
(535,803) |
(676,928) |
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|
|
|
|
|
|
|
(Loss)/ profit before tax |
|
(424,969) |
(1,088,901) |
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|
|
|
|
|
|
|
Tax |
8 |
- |
- |
|
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|
|
|
|
|
|
(Loss)/ profit from continuing operations |
|
(424,969) |
(1,088,901) |
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|
|
|
|
|
|
|
|
|
|
|
|
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Total (loss)/ profit and total comprehensive loss for the year |
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(424,969) |
(1,088,901) |
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|
|
|
|
|
|
|
Profit attributable to: |
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|
|
|
|
Equity holders of the parent |
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(424,969) |
(1,088,901) |
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|
|
|
(424,969) |
(1,088,901) |
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|
|
|
|
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|
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Earnings per share |
|
Pence |
Pence |
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- basic |
9 |
(0.56) |
(1.71) |
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- diluted |
9 |
(0.56) |
(1.71) |
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|
|
|
|
|
|
The accompanying accounting policies and notes form part of these financial statements.
consolidated statement of financial position as at 31 March 2026
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2026 |
2025 |
|
|
Notes |
£ |
£ |
|
ASSETS |
|
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|
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Non-current assets |
|
|
|
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Property, plant and equipment |
12 |
- |
- |
|
Investments at fair value through profit or loss |
10 |
1,976,621 |
2,271,052 |
|
Debtors due in over one year |
13 |
174,835 |
- |
|
|
|
2,151,456 |
2,271,052 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Trade and other receivables |
14 |
22,348 |
52,922 |
|
Cash and cash equivalents |
15 |
150,596 |
63,671 |
|
|
|
172,944 |
116,593 |
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|
|
|
|
|
Total assets |
|
2,324,400 |
2,387,645 |
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|
|
|
|
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LIABILITIES |
|
|
|
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Current liabilities |
|
|
|
|
Trade and other payables |
16 |
(108,206) |
(58,141) |
|
|
|
(108,206) |
(58,141) |
|
Non-current liabilities |
|
|
|
|
Deferred taxation |
17 |
- |
- |
|
|
|
|
|
|
Total liabilities |
|
(108,206) |
(58,141) |
|
|
|
|
|
|
Net assets |
|
2,216,194 |
2,329,504 |
|
|
|
|
|
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EQUITY |
|
|
|
|
Called up share capital |
18 |
1,569,469 |
1,274,469 |
|
Share premium reserve |
18 |
5,355,305 |
5,370,711 |
|
Share based payment reserve |
18 |
203,648 |
203,240 |
|
Retained earnings |
|
(4,912,228) |
(4,518,916) |
|
Equity attributable to owners of the Parent |
|
2,216,194 |
2,329,504 |
|
Total equity |
|
2,216,194 |
2,329,504 |
The accompanying accounting policies and notes form part of these financial statements.
Consolidated Statement of CAsh flows for the year ended 31 March 2026
The accompanying accounting policies and notes form part of these financial statements.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2026 |
2025 |
|
|
|
|
£ |
£ |
|
Operating activities |
|
|
|
|
|
(Loss)/ profit before tax |
|
|
(424,969) |
(1,088,901) |
|
Adjustments to reconcile profit before tax to net cash flows from operating activities |
|
|
|
|
|
Share based payment |
|
|
32,065 |
21,079 |
|
Impairment of loans in investment companies |
|
|
47,000 |
123,933 |
|
Decrease in the fair value movements of investments |
|
|
17,918 |
408,681 |
|
Impairment of investments |
|
|
- |
- |
|
(Profit) / loss on disposal of equity investments |
|
|
(114,811) |
23,792 |
|
Depreciation and amortisation |
|
|
- |
108 |
|
Interest income |
|
|
(10,149) |
(36,491) |
|
(Increase) / decrease in trade and other receivables |
|
|
(144,260) |
52,785 |
|
Increase / (decrease) in trade and other payables |
|
|
50,068 |
(45,995) |
|
Cash flow used in operating activities |
|
|
(547,138) |
(541,009) |
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
Proceeds from sale of investments |
|
|
391,320 |
163,287 |
|
Purchase of investments |
|
|
- |
(1,213,480) |
|
Loans to investments |
|
|
(47,000) |
(123,933) |
|
Interest received |
|
|
10,149 |
36,491 |
|
Net cash flow used in investing activities |
|
|
354,469 |
(1,137,635) |
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
Funds raised, net of share issue costs |
|
|
279,594 |
- |
|
Net cash flow from financing activities |
|
|
279,594 |
- |
|
|
|
|
|
|
|
Net increase/ (decrease) in cash and cash equivalents |
|
|
86,925 |
(1,678,644) |
|
Cash and cash equivalents at the beginning of the year |
|
|
63,671 |
1,742,315 |
|
Cash and cash equivalents at the end of the year |
|
|
150,596 |
63,671 |
|
|
|
|
|
|
The accompanying accounting policies and notes form part of these financial statements.
For non-cash movement in investing activities, see note 10.
Consolidated Statement of ChAnges in Equity for the year ended 31 March 2026
|
|
Called up Share Capital |
Share Premium Reserve |
Share based payment Reserve |
Retained Earnings/ (Deficit) |
Total |
|
Total Equity |
|
GROUP |
£ |
£ |
£ |
£ |
£ |
|
£ |
|
At 31 March 2024 |
1,274,469 |
5,370,711 |
598,188 |
(3,846,042) |
3,397,326 |
|
3,397,326 |
|
Profit and total comprehensive profit for the year |
-
|
-
|
-
|
(1,088,901)
|
(1,088,901)
|
|
(1,088,901)
|
|
Share based payments |
- |
- |
21,079 |
- |
21,079 |
|
21,079 |
|
Transfer to retained earnings - surrender of options |
- |
- |
(416,027) |
416,027 |
- |
|
- |
|
Transactions with owners, recognised directly in equity |
- |
- |
(394,948) |
(672,874) |
(1,067,822) |
|
(1,067,822) |
|
At 31 March 2025 |
1,274,469 |
5,370,711 |
203,240 |
(4,518,916) |
2,329,504 |
|
2,329,504 |
|
Profit and total comprehensive profit for the year |
-
|
-
|
-
|
(424,969)
|
(424,969)
|
|
(424,969)
|
|
Allotment of shares |
295,000 |
- |
- |
- |
295,000 |
|
295,000 |
|
Cost of shares issued |
- |
(15,406) |
- |
- |
(15,406) |
|
(15,406) |
|
Share based payments |
- |
- |
32,065 |
- |
32,065 |
|
32,065 |
|
Transfer to retained earnings - surrender of options |
- |
- |
(31,657) |
31,657 |
- |
|
- |
|
Transactions with owners, recognised directly in equity |
295,000 |
(15,406) |
408 |
(393,312) |
(113,310) |
|
(113,310) |
|
At 31 March 2026 |
1,569,469 |
5,355,305 |
203,648 |
(4,912,228) |
2,216,194 |
|
2,216,194 |
|
|
|
|
|
|
|
|
|
Share capital is the number of shares issued in the company at their nominal value. The share premium account represents the gross proceeds from issue of shares, less their nominal value. Share based payment reserve is the amount generated from the award of share options and warranties. Retained earnings is the cumulative net gains and losses recognised in the consolidated statement of comprehensive income net of associated share-based payments credits.
Notes to the financial statements for the year ended 31 March 2026
1 Corporate information
The Group and Company financial statements of Truetide plc (the Company) for the year ended 31 March 2026 were authorised for issue by the Board of Directors on 30 June 2026 and the statements of financial position were signed on the Board's behalf by Trevor Brown.
Truetide plc is a public company incorporated in the United Kingdom under the Companies Act 2006 limited by shares. The address of the registered office is detailed at the back of this report. The nature of the Group's operations and its principal activities are set out in the Strategic Report and Directors' Report. The Company is registered in Scotland. The Company's ordinary shares are traded on the AIM market of the London Stock Exchange.
2 Accounting policies
(a) Basis of preparation
The Group and Company financial statements have been prepared in accordance with UK-adopted international accounting standards in accordance with the requirements of the Companies Act 2006 and in accordance with the requirements of the AIM rules. The principal accounting policies adopted by the Group and by the Company are set out in the following notes.
The consolidated financial statements have been prepared on a historical cost basis, except for financial instruments that are measured at the fair values at the end of the reporting period. The financial statements are presented in sterling and all values are rounded to the nearest pound (£), which is also the functional currency of the company and its subsidiaries, except where otherwise indicated.
The Group's business activities (together with the factors likely to affect its future development, performance and position) and its financial position is set out in the Chief Executive Officer's Report. The Group's risk management objectives and policies are described in the Corporate Governance Statement. Further information regarding the Group's financial risk management objectives and policies, including those in relation to credit risk, liquidity risk and market risk, is provided in note 21 to the financial statements. The Group's capital management objectives are stated on page 52, note (n).
(b) Investment policy
The Group's strategy is to invest in early and later-stage businesses, primarily in the technology sector, but it will also consider opportunities in other sectors that are knowledge intensive, such as healthcare and professional services.
The Group will target investments in both unlisted and listed companies, where there is potential for significant growth. Investments are expected to be mainly in the form of equity and equity-related instruments, including convertible debt instruments in certain circumstances.
The Group may acquire investments directly or by way of holdings in intermediate holding or subsidiary entities. The Group might also invest in limited liability partnerships and other forms of legal entity. Where possible, the Group will seek investor protection rights, as determined by the Board. The Group may offer its Ordinary Shares in exchange for shares in investee businesses in addition to a cash investment in such businesses.
For unlisted company investments, the Group targets companies at different stages of development, ranging from those which are just starting to trade to those which are expecting to achieve an IPO in the short term, thus providing portfolio diversification. These investments will typically involve active investment management.
The Group, where appropriate and deemed by the Board to be in the Group's best interests, may seek a position on the boards of unlisted investee companies. The Group where appropriate, will assist the board and management of investee companies, including helping to scale management teams, informing strategy and assisting with future financing.
For listed company investments, the Group targets investments where the Board considers the shares are undervalued but there are opportunities for significant growth. These investments will typically involve passive investment management, although the Board may take a more active approach if it considers there is a need to effect change.
Truetide may occasionally invest in companies that are in rescue or distress situations where a value-creating opportunity has been identified.
The Group does not have any maximum exposure limits but will generally take a minority stake in a business and look for investments where there is a good prospect of an exit in a two-to-five-year time period. As risk reduces, the Group may increase its investment in subsequent rounds of funding and, as those businesses grow, may find itself holding a controlling interest in some trading companies. However, in such instances the Board will ensure that there is sufficient separation between the Group and the investee company so that the investee company does not become a trading company of the Group.
(c) Going Concern
The directors have reviewed the Group's and the Company's budgets and plans, taking account of reasonably possible changes in trading performance and have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future and that it is therefore appropriate to continue to adopt the going concern basis in preparing the financial statements.
The group currently undertake regular reviews of the cash flows of the company. Furthermore, the group have a large number of listed investments that could be converted to cash if required. The group forecasts at least 12 months into the future at all times in order to ensure that the company can continue into the foreseeable future.
(d) Changes in accounting policy and disclosures
There are no new standards which became effective in the year which had a material impact on the group.
(e) New standards and interpretations not yet effective
The Group has adopted all recognition, measurement and disclosure requirements of IFRS, including any new and revised standards and interpretations of IFRS, in effect for annual periods commencing on or after 1 April 2023. The adoption of these standards and amendments did not have any material impact on the financial result of position in the Group.
At the date of authorisation of these financial statements, the following Standards and Interpretation, which have not yet been applied in these financial statements, were in issue, but not yet effective:
|
New Standards |
Effective Date |
|
IAS 21 Lack of Exchangeability |
1 January 2025 |
|
IAS 7 and 9 Amendments to the Classification and Measurement of Financial Instruments |
1 January 2026 |
|
IFRS 18 - Presentation and Disclosure in Financial Statements |
1 January 2027 |
|
IFRS 19 - Subsidiaries without Public Accountability: Disclosures |
1 January 2027 |
(f) Basis of consolidation
The Group's financial statements consolidate the results of Truetide plc and its subsidiaries (together referred to as the 'Group') drawn up to 31 March each year. The financial statements of the subsidiaries used in the preparation of the consolidated financial statements are prepared for the same reporting year as the parent company using consistent accounting policies. All intra-group balances, transactions, income and expenses are eliminated in full on consolidation. The Company is classified as an investment entity as it meets the definition of an investment entity within Paragraph 27 IFRS 10.
- Subsidiaries
The subsidiaries have been consolidated from the date of their acquisition, being the date on which the Group obtained control, and will continue to be consolidated until the date that such control ceases. As per IFRS 10, an entity is classed as under the control of the Group when all three of the following elements are present: power over the entity, exposure to variable returns from the entity and the ability of the Group to use its power to affect those variable returns. Control is reassessed whenever facts and circumstances indicate that there may be a change in any of these elements of control.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity transaction.
The group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of acquiree's identifiable net assets.
Acquisition-related costs are expensed as incurred.
If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is re-measured to fair value at the acquisition date; any gains or losses arising from such re-measurement are recognised in profit or loss.
If the Group loses control over a subsidiary, it derecognises the related assets, liabilities, non-controlling interest and any other components of equity while any resultant gain or loss is recognised in profit or loss. Any investment retained is recognised at fair value.
The Group is made up of several different types of subsidiaries. The Group assesses the function performed by each type of subsidiary to determine its treatment under the IFRS 10 exception from consolidation. The types of subsidiaries and their treatment under IFRS 10 are as follows:
· Investment managers - Consolidated
These entities provide investment related services through the provision of investment management or advice. They do not hold any direct investments in portfolio assets. These entities are not investment entities.
· General Partners (GPs) - Consolidated
General Partners provide investment management services and do not hold any direct investments in portfolio assets. These entities are not investment entities.
Non-controlling interests represent the portion of profit or loss and net assets that is not held by the Group and are presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position separately from parent shareholders' equity.
(g) Use of estimates and assumptions
The preparation of the financial statements in conformity with IFRS requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Where management's judgement has been applied, this is noted in the relevant accounting policy.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:
- Assessment as an investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to account for most investments in controlled entities at fair value through profit and loss. The Board has concluded that the Company continues to meet the definition of an investment entity as its strategic objective of investing in portfolio investments and providing investment management services to investors for the purpose of generating returns in the form of investment income and capital appreciation remains unchanged.
The Group is required to determine the degree of control or influence the Group exercises and the form of any control to ensure that the financial treatment is accurate.
- Impairment of investments and loan receivable from investee companies - see note 10
Management assessment of the impairment indicators including; performance of the investee companies, future prospects, ability to exit.
- Fair value of unquoted investments - see note 10
Unquoted investments have been valued by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines as endorsed by the European Venture Capital Association (EVCA). The use of such valuation techniques requires the directors to make certain judgements including making assessments of future revenue and earnings of portfolio companies, appropriate multiples to apply, and marketability and other risk discounts and provisions, and hence they are subject to uncertainty. Management believes that in their experience, the last round share price tends to be the most reliable method of calculating these investments, unless there is a major change to the company since that point as there is a proven basis for the share price. The fair value of unquoted investments of the Group at 31 March 2026 was £27,333 (2025: £27,367) and of the Parent Company was £27,323 (2025: £27,356).
To reflect the potential impact of alternative assumptions and a lack of liquidity in these holdings, a discount has been applied to all Level 3 valuations. Further information regarding the Group's and Parent Company's fair value of unquoted investments is provided in note 10
- Share-based payments
The Group measures the cost of equity-settled transactions by reference to the fair value of the equity instruments at the date at which they were granted. Judgement is required in determining the most appropriate valuation model for a grant of equity instruments depending on the terms and conditions of the grant. Management are also required to use certain assumptions in determining the most appropriate inputs to the valuation model including expected life of the option, volatility, risk free rate and dividend yield. The assumptions and models used are fully disclosed in note 19.
(h) Revenue recognition and segmental reporting
The Group earns fee income from the services it provides to its clients and monitoring fees from investee companies. Revenue is recognised at the fair value of the consideration received or receivable, excluding rebates. Fees earned for the provision of an ongoing service are recognised as that service is provided. Deal fees and arrangement fees are earned on individual transactions and related revenue is recognised on completion of the underlying transaction. The Group receives compensation for its role as fund manager; these fund management fees include fixed fees and performance fees and are recognised as the related services are provided. Monitoring fees are recognised as that service is provided.
Interest income is recognised using the effective interest method. Interest income is interest earned on bank deposit accounts and loan notes and is included within the statement of comprehensive income.
Revenue is deferred when it does not meet the revenue recognition policy and is presented as deferred income in the statement of financial position.
An operating segment is a component of the Group that engages in business activity from which it may earn revenues and incur expenses, including revenues and expenses that relate to transactions with and of the Group's other components. All operating segments' operating results, for which discrete financial information is available, are reviewed regularly by the Group's Board to make decisions about resources to be allocated to the segment and assess its performance.
(i) Taxation
The tax expense represents the sum of the tax currently payable. Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expenses that are deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.
A deferred tax asset or liability shall be recognised for all taxable temporary differences, except to the extent that the deferred tax asset or liability arises from (a) the initial recognition of goodwill, (b) the initial recognition of an asset or liability in a transaction which (i) is not a business
combination and (ii) at the time of the transaction, affects neither accounting profit/(loss) nor taxable profit/(loss) or (c) relates to an investment in subsidiary, except to the extent that (i) the parent is able to control timing of reversal and (ii) it is probable that temporary differences will not
reverse in the foreseeable future. Deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised using tax rates and laws that have been enacted or substantively enacted by the reporting date.
(j) Tangible assets
Tangible fixed assets are stated at cost less depreciation and any provision for impairment.
Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives as follows:
Furniture, fittings and office equipment over three years
(k) Financial assets
Financial assets are recognised when the Group becomes party to the contracts that give rise to them and are classified at initial recognition as either financial assets at fair value through profit or loss or loans and receivables. Financial assets are derecognised when the rights to receive cash flows from the asset have expired or the Group has transferred substantially all the risks and rewards of the asset.
- Impairments
Investments are tested for indicators of impairment on a regular basis. Where an investment has been deemed to be impaired, that asset is written down accordingly.
- Investments at fair value through profit or loss
Investments, which is made up of equity investments, are designated on initial recognition as financial assets at fair value through profit or loss. This measurement basis is consistent with the fact that the Group's performance in respect of its portfolio investments is evaluated on a fair value basis in accordance with an established investment strategy. When investments are recognised initially, they are measured at fair value.
After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date.
Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2022, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.
Wherever possible the Group uses valuation techniques which make maximum use of observable market based inputs and accordingly the basis of the valuation methodology preferred by the Group is 'price of most recent investment'. Where 'price of most recent investment' is no longer considered to be appropriate, the Group has used valuations based on discounted cash flow method using business forecasts provided by the investee company, revenue multiples of comparable listed companies and comparable transactions.
- Price of recent investment
The Group considers that fair value estimates, which are based entirely on observable market data, will be of greater reliability than those based on assumptions and, accordingly, where there has been any recent investment by third parties, the price of that investment will generally provide
a basis of the valuation. The length of period for which it remains appropriate to use the price of recent investment depends on the specific circumstances of the investment and the stability of the external environment. Given the nature of the Group's investments in early-stage companies, where there are often no current and no short-term future earnings or positive cash flows, it can be difficult to gauge the probability and financial impact of the success or failure of development or research activities and to make reliable cash flow forecasts. Consequently, the most appropriate approach to determine fair value is a methodology that is based on market data, that being the price of a recent investment. Where the Group considers that the price of recent investment, unadjusted, is no longer relevant and there are limited or no comparable companies or transactions from which to infer value, the Group carries out an enhanced assessment based on milestone analysis and/or industry and sector analysis. In applying the milestone analysis approach to investments in companies in early or development stages the Group seeks to determine whether there is an indication of change in fair value based on a consideration of performance against any milestones that were set at the time of the original investment decision, as well as taking into consideration the key market drivers of the investee company and the overall economic environment.
Where the Group considers that there is an indication that the fair value has changed, an estimation is made of the required amount of any adjustment from the last price of recent investment. Wherever possible, this adjustment is based on objective data from the investee company and the experience and judgement of the Group. However, any adjustment is, by its very nature, subjective. Where a deterioration in value has occurred, the Group reduces the carrying value of the investment to reflect the estimated decrease. If there is evidence of value creation the
Group may consider increasing the carrying value of the investment; however, in the absence of additional financing rounds or profit generation it can be difficult to determine the value that a purchaser may place on positive developments given the potential outcome and the costs and risks to achieving that outcome and accordingly caution is applied. Factors that the Group considers include, inter alia, technical measures such
as product development phases and patent approvals, financial measures such as cash burn rate and profitability expectations, and market and sales measures such as testing phases, product launches and market introduction.
In the current financial year, where 'price of recent investment' methodology was used to value the business, some investments were considered not to be making significant commercial progress and when a discount was applied to reflect the non-marketability associated with Truetide's limited control of the business, the resulting valuations were zero.
- Other valuation techniques
If there is no readily ascertainable value from following the 'price of recent investment' methodology, or there is objective evidence that a deterioration or significant improvement in fair value has occurred since a relevant transaction, the Group considers alternative methodologies such as discounted cash flows ("DCF"). DCF involves estimating the fair value of a business by calculating the present value of expected future cash flows, based on the most recent forecasts in respect of the underlying business. Given the difficulty of producing reliable cash flow forecasts
for early-stage companies as described earlier, this methodology is used only where it is considered there is reasonable evidence of current and ongoing income streams.
- No reliable estimate
Where a fair value cannot be estimated reliably, the investment is reported at the carrying value at the previous reporting date unless there is objective evidence that the investment has since been impaired.
- Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market, and comprise trade and other receivables, other financial assets and cash and cash equivalents, all of which are initially recognised at fair value and are subsequently measured at amortised cost using the effective interest rate method. This means that, in cases where repayment of the loan or other receivable is in doubt, due to the commercial performance of the recipient, the value of that loan may be impaired to zero in the accounts.
They are included in current assets, except for maturity greater than 12 months after the end of the reporting period, whereby these are classified as non-current assets.
- Trade receivables
Trade receivables are initially recognised at fair value which is normally the invoice value in short term receivables. Thereafter the receivables are carried at amortised cost. Provision is made where there is objective evidence that a balance will not be recovered in full in accordance with the instrument's original terms. An impairment calculation is based on a comparison between the carrying amount and the net present value of expected future cash flows, discounted by the original effective rate. It can be concluded that any provision calculated would not have material impact on the financial statements due to the minimal amount of receivables and a formal policy will be implemented when necessary.
- Cash and cash equivalents
Cash and cash equivalents in the consolidated cashflow comprise cash in hand and short-term bank deposits.
(l) Financial liabilities
Financial liabilities, being trade and other payables, are initially recognised at fair value and are subsequently carried at amortised cost.
(m) The Company's investment in its subsidiaries
In the Company's accounts, investment in its subsidiary undertakings are stated at cost less any provision for impairment.
(n) Equity
Financial instruments issued by the Group are treated as equity if the holders have only a residual interest in the Group's assets after deducting all liabilities. The Group considers its capital to comprise its share capital, share premium, merger reserve and retained earnings.
· Share premium - amount subscribed for share capital in excess of nominal value, net of directly attributable issue costs;
· Retained earnings - cumulative net gains and losses recognised in the consolidated statement of comprehensive income net of associated share-based payments credits;
· Share based payment reserve - amount generated from the award of share options and warranties.
The Group's capital management objectives are:
· to ensure the Group's ability to continue as a going concern;
· to ensure a sufficient cash balance is maintained; and
· to maximise returns to shareholders.
The Group continuously monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements. The Group may issue new shares or realise investments to meet such requirements. To date the Group has negligible borrowings and does not pay a dividend. Investments made by the Group are subject to detailed selection criteria and are monitored carefully by the Board. The group considers that it has appropriately managed its capital requirements during the year.
There has been no change in capital management objectives, policies and procedures from the previous year.
(o) Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value of the instruments issued at the date at which they are granted and is recognised as an expense over the vesting period, which ends on the date on which the relevant employees become fully entitled to the award. Fair value is determined using an appropriate pricing model. In valuing equity-settled transactions, no account is taken of any vesting conditions, other than conditions linked to the price of the shares of the Company (market conditions).
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance conditions are satisfied.
At each reporting date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of non-market conditions and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition, be treated as vesting as described above. The movement in cumulative expense since the previous reporting date is recognised in the statement of comprehensive income, with a corresponding entry in equity.
Where the terms of an equity-settled award are modified or a new award is designated as replacing a cancelled or settled award, the cost based on the original award terms continues to be recognised over the original vesting period. In addition, any expense is recognised over the remainder of the new vesting period for the incremental fair value of any modification, based on the difference between the fair value of the original award and the fair value of the modified award, both as measured on the date of the modification. No reduction is recognised if this difference is negative.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation, and any cost not yet recognised in the statement of comprehensive income for the award is expensed immediately. Any compensation paid up to the fair value of the award at the cancellation or settlement date is deducted from equity, with any excess over fair value being treated as an expense in the statement of comprehensive income.
(p) Pensions
The Group makes defined pension contributions to certain employees of the group. The assets of the scheme are held separately from those of the Group in independently administered funds. The Group has no further obligations once the contributions have been paid. The contributions are recognised as employee benefits expenses when they are due.
(q) Foreign currency
Foreign currency exchange gains and losses resulting from the remeasurement of monetary items denominated in foreign currency at the year-end exchange rates are recognised in the statement of comprehensive income. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement. Foreign exchange gains and losses are presented in the income statement within 'finance income or costs.'
(r) Earnings per share
Basic earnings per share is calculated by dividing:
· the profit attributable to owners of the company, excluding any costs of servicing equity other than ordinary shares;
· by the weighted average number of ordinary shares outstanding during the financial year, adjusted for bonus elements in ordinary shares issued during the year and excluding treasury shares (note 18).
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
· the after-income tax effect of interest and other financing costs associated with dilutive potential ordinary shares; and
· the weighted average number of additional ordinary shares that would have been outstanding, assuming the conversion of all dilutive potential ordinary shares.
(s) Segmental Reporting
The board only considers there to be one segment in the group and therefore there is no note included for segmental reporting.
3 Revenue from contracts with customers
Revenue is attributable to the principal activities of the Group. In 2026 and 2025, all revenue arose within the United Kingdom.
|
|
|
|
|
|
|
|
|
|
|
|
Group 2026 |
Group 2025 |
|
|
|
|
|
£ |
£ |
|
Investment management |
|
|
13,941 |
16,900 |
|
|
Monitoring fees |
|
|
- |
3,600 |
|
|
Consultancy |
|
|
- |
- |
|
|
|
|
|
|
13,941 |
20,500 |
Of the revenue stated above, £13,941 (2025: £16,900) related to The Lachesis Seed Fund Limited Partnership.
The group derives revenue from the transfer of goods and services over time and at a point in time in the following major product lines:
|
|
Investment management |
Monitoring fee |
Consultancy |
Total |
|
|
2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition |
|
|
|
|
|
|
At a point in time |
- |
|
- |
- |
- |
|
Over time |
13,941 |
|
- |
- |
13,941 |
|
|
13,941 |
|
- |
- |
13,941 |
|
2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Timing of revenue recognition |
|
|
|
|
|
|
At a point in time |
- |
|
3,600 |
- |
3,600 |
|
Over time |
16,900 |
|
- |
- |
16,900 |
|
|
16,900 |
|
3,600 |
- |
20,500 |
4 Finance income
|
|
|
|
Group |
Group |
|
|
|
|
2026 |
2025 |
|
|
|
|
£ |
£ |
|
Bank interest receivable |
|
|
5,314 |
36,491 |
|
Loan interest receivable |
|
|
4,835 |
- |
|
|
|
|
10,149 |
36,491 |
5 Employee benefits expense
|
|
|
|
|
|
|
|
|
|
Company 2026 |
Company 2025 |
Group 2026 |
Group 2025 |
|
|
|
£ |
£ |
£ |
£ |
|
Salaries |
|
205,962 |
294,678 |
205,962 |
294,678 |
|
Social security costs |
|
- |
15,644 |
- |
15,644 |
|
Pension costs |
|
1,550 |
4,015 |
1,550 |
4,015 |
|
Share based payments |
|
32,065 |
21,079 |
32,065 |
21,079 |
|
|
|
239,577 |
335,416 |
239,577 |
335,416 |
The average number of persons (including directors) employed by the Group during the year was 3 (2025: 5), all of whom were involved in management and administrative activities. The average number of persons (including directors) employed by the company during the year was 3 (2025: 4) The remuneration of the directors, is set out below in aggregate:
|
|
|
|
|
2026 |
2025 |
|
|
|
|
|
£ |
£ |
|
Short-term employee benefits |
|
|
|
205,962 |
274,414 |
|
Social security costs |
|
|
|
- |
13,162 |
|
|
|
|
|
205,962 |
287,576 |
|
|
|
|
|
|
|
|
Post-employment benefit |
|
|
|
1,550 |
3,407 |
|
Share-based payments |
|
|
|
23,760 |
18,246 |
|
|
|
|
|
231,272 |
309,229 |
The figures in this note includes social security costs. Further information about the remuneration of individual directors is provided in the Directors' Remuneration Report.
Remuneration to the highest paid director was £100,000 (2025: £118,437). This figure excludes social security costs.
6 Finance costs
|
|
|
|
|
|
Group |
Group |
|
|
2026 |
2025 |
|
|
£ |
£ |
|
Bank charges |
3,102 |
2,971 |
7 Expenses by nature
|
|
|
|
|
|
Group |
Group |
|
|
2026 |
2025 |
|
|
£ |
£ |
|
Depreciation and amortisation |
- |
108 |
|
Auditor's remuneration: Audit services - Fees payable for the audit of the consolidation and the parent company accounts |
30,000 |
30,000 |
|
Legal, professional and consultancy costs |
32,780 |
42,407 |
|
Stockbroker costs |
68,436 |
76,306 |
|
Other expenses |
125,057 |
102,278 |
|
Total |
256,273 |
251,099 |
8 Tax on profit on ordinary activities
No liability to UK corporation tax arose on ordinary activities for the year ended 31 March 2026 or for the year ended 31 March 2025.
|
|
|
|
|
|
|
|
Group |
Group |
|
|
|
2026 |
2025 |
|
Reconciliation of total tax: |
|
£ |
£ |
|
(Loss)/ profit before tax |
|
(424,969) |
(1,088,901) |
|
|
|
|
|
|
Tax at the statutory rate of 25% (2025: 25%) |
|
(106,492) |
(272,225) |
|
Disallowed expenses |
|
20,230 |
37,904 |
|
Capital allowances in excess of depreciation |
|
- |
27 |
|
Unrealised loss/ (gain) on the fair value movement of investments |
|
(24,223) |
108,130 |
|
Share scheme deduction |
|
- |
- |
|
Other non-reversing timing differences |
|
- |
- |
|
Tax losses carried forward |
|
110,485 |
126,164 |
|
Total tax reported in the statement of comprehensive income |
|
- |
- |
The Group has potential cumulative unrecognised deferred tax assets in respect of:
· excess management expenses of £2,363,258 (2025: £1,951,892) and capital losses of £508,129 (2025: £47,752) arising from Truetide plc; and
· excess management expenses of £559,128 (2025: £558,948) arising from Braveheart Investment Group Limited.
· excess trading loss of £34,982 (2025: £9,144) and capital losses of £1,869) arising from The Ridings Early Growth Investment Company Limited.
No deferred tax assets have been recognised in respect of these amounts as it is uncertain that there will be suitable taxable profits from which the future reversal of the deferred tax could be deducted.
9 Earnings per share
Basic earnings per share has been calculated by dividing the profit attributable to equity holders of the parent by the weighted average number of ordinary shares in issue during the year.
The calculations of profit per share are based on the following profit and numbers of shares in issue:
|
|
2026 |
2025 |
|
|
£ |
£ |
|
(Loss)/ profit for the year |
(424,969) |
(1,088,901) |
|
|
|
|
|
Weighted average number of ordinary shares in issue: |
No. |
No. |
|
For basic profit per ordinary share |
76,209,828 |
63,723,489 |
|
Potentially dilutive ordinary shares |
- |
- |
|
For diluted earnings per ordinary share |
76,209,828 |
63,723,489 |
|
Earnings per share |
|
Pence |
Pence |
|
- basic |
|
(0.56) |
(1.71) |
|
- diluted |
|
(0.56) |
(1.71) |
Dilutive earnings per share adjusts for share options granted where the exercise price is less than the average price of the ordinary shares during the period. At the current year end there were £Nil (2025: £Nil) potentially dilutive ordinary shares.
The diluted earnings per Ordinary Share is calculated by adjusting the weighted average number of Ordinary shares outstanding to consider the impact of options, warrants and other dilutive securities.
10 Investments at fair value through profit or loss
|
|
Level 1 |
Level 2 |
Level 3 |
|
||
|
|
Equity investments in quoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Total |
|
GROUP |
£ |
£ |
£ |
£ |
£ |
£ |
|
At 31 March 2024 |
1,614,095 |
- |
- |
39,246 |
- |
1,653,341 |
|
Additions at Cost |
1,190,980 |
- |
- |
22,500 |
- |
1,213,480 |
|
Disposals at Cost |
(187,079) |
- |
- |
- |
- |
(187,079) |
|
Amount owed to creditors |
- |
- |
- |
(9) |
- |
(9) |
|
Change in Fair Value |
(374,311) |
- |
- |
(34,370) |
- |
(408,681) |
|
Impairment |
- |
- |
- |
- |
- |
- |
|
At 31 March 2025 |
2,243,685 |
- |
- |
27,367 |
- |
2,271,052 |
|
Additions at Cost |
- |
- |
- |
- |
- |
- |
|
Disposals at Cost |
(276,510) |
- |
- |
- |
- |
(276,510) |
|
Amount owed to creditors |
- |
- |
- |
(3) |
- |
(3) |
|
Change in Fair Value |
(17,887) |
- |
- |
(31) |
- |
(17,918) |
|
Impairment |
- |
- |
- |
- |
- |
- |
|
At 31 March 2026 |
1,949,288 |
- |
- |
27,333 |
- |
1,976,621 |
Included in the balance above are investments that would be owed to the British Business Bank through the Revenue Share Agreement. At the year end, an amount of £27 would be due to the British Business Bank on disposal. This liability is shown in the accounts within other creditors.
|
|
Level 1 |
Level 2 |
Level 3 |
|
||
|
|
Equity investments in quoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Equity investments in unquoted companies |
Debt investments in unquoted companies |
Total |
|
COMPANY |
£ |
£ |
£ |
£ |
£ |
£ |
|
At 31 March 2024 |
1,614,095 |
- |
- |
39,228 |
- |
1,653,323 |
|
Additions at Cost |
1,190,980 |
- |
- |
22,500 |
- |
1,213,480 |
|
Disposal at Cost |
(187,079) |
- |
- |
(51) |
- |
(187,130) |
|
Change in Fair Value |
(374,356) |
- |
- |
(34,321) |
- |
(408,677) |
|
Impairment |
- |
- |
- |
- |
- |
- |
|
At 31 March 2025 |
2,243,640 |
- |
- |
27,356 |
- |
2,270,996 |
|
Additions at Cost |
- |
- |
- |
- |
- |
- |
|
Disposal at Cost |
(276,510) |
- |
- |
- |
- |
(276,510) |
|
Change in Fair Value |
(17,880) |
- |
- |
(33) |
- |
(17,913) |
|
Impairment |
- |
- |
- |
- |
- |
- |
|
At 31 March 2026 |
1,949,250 |
- |
- |
27,323 |
- |
1,976,573 |
As at 31 March 2026, the group total value of investments in companies was £1,976,621 (2025: £2,271,052).
The group total change in fair value during the year was a loss of £17,918 (2025: loss £408,681). There were impairments to investments in the year of £Nil (2025: £Nil).
The shares that were disposed of has a book value of £276,510 and were sold for £391,321, resulting in a loss of £114,811.
Investments, which is made up of equity investments, are designated on initial recognition as financial assets at fair value through profit or loss. This measurement basis is consistent with the fact that the Group's performance in respect of its portfolio investments is evaluated on a fair value basis in accordance with an established investment strategy. When investments are recognised initially, they are measured at fair value.
After initial recognition the fair value of listed investments is determined by reference to bid prices at the close of business on the reporting date. Unlisted equity investments are measured at fair value by the directors in compliance with the principles of the International Private Equity and Venture Capital Guidelines, updated and effective December 2022, as recommended by the European Venture Capital Association. The fair value of unlisted equity investments is determined using the most appropriate of the valuation methodologies set out in the guidelines. These include using recent arm's length market transactions; reference to the current market value of another instrument, which is substantially the same; earnings or profit multiples; indicative offers; discounted cash flow analysis and pricing models.
The Group classifies its investments using a fair value hierarchy. Classification within the hierarchy has been determined on the basis of the lowest level input that is significant to the fair value measurement of the relevant investment as follows:
· Level 1 - valued using quoted prices in active markets for identical assets;
· Level 2 - valued by reference to valuation techniques using observable inputs other than quoted prices included within Level 1; and
· Level 3 - valued by reference to valuation techniques using inputs that are not based on observable market data.
The fair values of quoted investments are based on bid prices in an active market at the reporting date. All unquoted investments have been classified as Level 3 within the fair value hierarchy, their respective valuations having been calculated using a number of valuation techniques and assumptions, notwithstanding that the basis of the valuation methodology preferred by the Group is 'price of most recent investment'. To reflect the potential impact of alternative assumptions and a lack of liquidity in these holdings, a discount has been applied to all Level 3 valuations. When using the DCF valuation method, reasonably possible alternative assumptions could have a material effect on the fair valuation of investments.
The methodologies used in the year for level 3 investments are broken down as follows:
|
Methodology |
Description |
Inputs |
Adjustments |
% of portfolio valued on this basis |
|||
|
Fund Raising |
Used for unquoted investments where there has been a funding round, generally within the last twelve months |
The price of the most recent investment |
A liquidity discount is applied, typically 15%. Where last funding round is greater than twelve months then further discounts ranging between 0% and 100% are applied. |
100% |
|||
|
Debt/Loan notes |
Loan investments |
The fair value of debt investment is deemed to be cost less any impairment provision |
Impairment provision if deemed necessary |
0% |
|||
|
Discounted cash flow and revenue multiples |
Used for companies with long-term cash flows and having comparable transactions/ companies in the listed segment |
Long term cash flows are discounted at a rate considered appropriate for the business, typically 25%. Revenue multiples are typically 5 to 10 times of forward-looking revenue. |
A liquidity discount is applied, typically 20% |
0.0% |
|||
|
Change in fair value in the year: |
|
Group 2026 |
Group 2025 |
|
|||
|
|
|
£ |
£ |
|
|||
|
Fair value gains |
|
240,381 |
161,890 |
|
|||
|
Fair value losses |
|
(258,299) |
(570,571) |
|
|||
|
|
|
(17,918) |
(408,681) |
|
|||
The gain in the year came from the uplift of the valuation in Autins (£159,000) and Built Cybernetics (£81,000). The main reasons for the fair value losses were due to the reduction in value in Image Scan (£30,000) and Imaging Biometrics (£228,000)).
Details of investments where the nominal value of the holding in the undertaking is 20% or more of any class of share are as follows:
The Company holds a 100% aggregate holding in Paraytec Limited, which develops high performance specialist detectors for the analytical and life sciences instrumentation market. The valuation of Paraytec has been reviewed and, for the reasons are detailed in the CEO statement the valuation of Truetide's investment has been impaired to zero. The Company is represented on the board. The carrying value of Paraytec £Nil (2025: £Nil).
The Company holds a 29.09% aggregate holding on Autins Group plc, this company an industry-leading designer, manufacturer, and supplier of acoustic and thermal insulation solutions for the automotive industry and other sectors. The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Autins. The carrying value of Autins is £1,270,720 (2025: £1,111,880).
The Company holds a 29.35% aggregate holding on Imaging Biometrics Limited (previously IQ-AI Limited), this company is an imaging software and healthcare diagnostics company. The Company is represented on the Board and in the opinion of the directors, this shareholding nor the representative entitles the Company to exert a significant or dominant influence over Imaging Biometrics. The carrying value of Imaging Biometrics is £343,975 (2025: £572,085).
The registered addresses for these entities are as follows:
Paraytec Limited Old Linen Court, 83-85 Shambles Street, Barnsley, England, S70 2SB
11 Investment in subsidiaries
The Company has the following interests in subsidiary undertakings:
|
Name |
Country of Incorporation |
Nature of Business |
% Interest |
|
|
|
|
|
|
Braveheart Investment Group Limited (i) |
Scotland |
Investment management |
100% |
|
Braveheart Academic Seed Funding GP Limited (i) |
England |
Investment management |
100% |
|
Ridings Holdings Limited (i) |
England |
Investment management |
100% |
|
The Ridings Early Growth Investment Company Limited (ii) |
England |
Investment management |
100% |
|
Paraytec Limited (iii) |
England |
Development of high performance specialist detectors |
100% |
|
(i) Direct subsidiary of Truetide plc (ii) Indirect subsidiary of Truetide plc (iii) Not consolidated |
|
|
|
Group entities act as General Partner to, and have an interest in, the following limited partnerships:
|
Name |
Place of Business |
% Interest |
|
|
|
|
|
Lachesis Seed Fund |
England |
0% |
The registered addresses for the subsidiary undertakings are as follows:
Braveheart Investment Group Limited 1 George Square, Glasgow, Scotland, G2 1AL
Braveheart Academic Seed Funding GP Limited Old Linen Court, 83-85 Shambles Street, Barnsley, England, S70 2SB
Ridings Holdings Limited Old Linen Court, 83-85 Shambles Street, Barnsley, England, S70 2SB
The Ridings Early Growth Investment Company Limited Old Linen Court, 83-85 Shambles Street, Barnsley, England, S70 2SB
Paraytec Limited Old Linen Court, 83-85 Shambles Street, Barnsley, England, S70 2SB
12 Property, plant and equipment
|
GROUP |
Furniture, fittings and equipment |
Total |
|
|
£ |
£ |
|
Cost - At 31 March 2024 |
1,135 |
1,135 |
|
Additions |
- |
- |
|
Cost - At 31 March 2025 |
1,135 |
1,135 |
|
Additions |
- |
- |
|
Cost - At 31 March 2026 |
1,135 |
1,135 |
|
Depreciation - At 31 March 2024 |
1,027 |
1,027 |
|
Depreciation |
108 |
108 |
|
Depreciation - 31 March 2025 |
1,135 |
1,135 |
|
Depreciation |
- |
- |
|
Depreciation - 31 March 2026 |
1,135 |
1,135 |
|
Net Book Value - At 1 April 2026 |
- |
- |
|
|
|
|
|
Net Book Value - At 1 April 2025 |
- |
- |
|
COMPANY |
|
Furniture, fittings and equipment |
Total |
|
|
|
£ |
£ |
|
Cost - At 31 March 2024 |
|
1,135 |
1,135 |
|
Additions |
|
- |
- |
|
Cost - At 31 March 2025 |
|
1,135 |
1,135 |
|
Additions |
|
- |
- |
|
Cost - At 31 March 2026 |
|
1,135 |
1,135 |
|
Depreciation - 31 March 2024 |
|
1,027 |
1,027 |
|
Depreciation |
|
108 |
108 |
|
Depreciation - 31 March 2025 |
|
1,135 |
1,135 |
|
Depreciation |
|
- |
- |
|
Depreciation - 31 March 2026 |
|
1,135 |
1,135 |
|
Net Book Value - At 1 April 2026 |
|
- |
- |
|
|
|
|
|
|
Net Book Value - At 1 April 2025 |
|
108 |
108 |
13 Debtors due in over one year
|
|
|
|
|
|
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Convertible loan |
174,835 |
- |
174,835 |
- |
|
|
174,835 |
- |
174,835 |
- |
The Board has concluded that Paraytec's short-term prospects have improved, however it believes that Truetide's outstanding loans to Paraytec will not be repaid in the short-term. A decision has therefore been made to continue to write down the value of the Company's loans receivable in Paraytec and Kirkstall to £Nil. This has resulted in an impairment in loans in the year of £47,000 (2025: £123,933).
On 10 October 2025, the company sold its share in Kirkstall Limited in exchange for a convertible loan of £170,000. Interest is charged at 6% and the loan is expected to convert on 31 December 2027.
14 Trade and other receivables
|
|
|
|
|
|
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Trade receivables |
4,390 |
33,339 |
- |
- |
|
Prepayments and accrued income |
17,958 |
19,251 |
17,958 |
19,251 |
|
Amounts due from related parties |
- |
- |
4,389 |
3,531 |
|
Convertible loan |
- |
- |
- |
- |
|
Other taxes and social security |
- |
332 |
- |
1,039 |
|
|
22,348 |
52,922 |
22,347 |
23,821 |
|
|
|
|
|
|
As trade receivables are generally of short-term maturity, the directors consider the carrying amounts to approximate their fair value. All receivables are non-interest bearing and unsecured.
15 Cash and cash equivalents
|
|
|
|
|
|
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Cash at bank and on hand |
150,596 |
63,671 |
145,782 |
58,321 |
Cash balances are held with HSBC Bank plc and earn interest at floating rates based on daily bank deposit rates.
16 Trade and other payables
|
|
|
|
|
|
|
|
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Trade payables |
2,535 |
7,937 |
2,535 |
7,937 |
|
Amounts due to related parties |
- |
- |
169,293 |
168,908 |
|
Other taxes and social security |
871 |
3,220 |
871 |
3,220 |
|
Accruals and other creditors |
104,800 |
46,984 |
98,568 |
40,749 |
|
|
108,206 |
58,141 |
271,267 |
220,814 |
Due to the short-term maturity of trade payables, the directors consider the carrying amounts to approximate their fair value. Trade payables are non-interest bearing and are normally settled on 30-day terms.
17 Deferred tax
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
|
Balances |
Group |
Group |
Company |
Company |
|
|
2026 |
2025 |
2026 |
2025 |
|
|
£ |
£ |
£ |
£ |
|
Non-current asset investment timing differences |
- |
- |
- |
- |
|
|
- |
- |
- |
- |
Movements in the year
|
|
|
|
Group |
Company |
|
|
|
|
£ |
£ |
|
Liability at 1 April 2025 |
|
|
- |
- |
|
Charge to profit and loss |
|
|
- |
- |
|
Liability at 31 March 2026 |
|
|
- |
- |
All deferred tax liabilities will be settled, in greater than one year.
18 Share capital
|
|
|
2026 |
2025 |
|
|
|
£ |
£ |
|
Authorised |
|
|
|
|
108,423,489 ordinary shares of 2 pence each (2025: 83,723,489 ordinary shares of 2 pence each) |
|
2,169,469 |
1,674,470 |
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
|
78,473,489 ordinary shares of 2 pence each (2025: 63,723,489 ordinary shares of 2 pence each) |
|
1,569,469 |
1,274,469 |
The Company has one class of ordinary shares. All shares carry equal voting rights, equal rights to income and distribution of assets on liquidation or otherwise, and no right to fixed income.
Reconciliation of movements during the year
|
|
|
Share Premium |
Share Capital |
|
At 1 April 2025 |
|
5,370,711 |
1,274,469 |
|
Issue of fully paid shares |
|
- |
295,000 |
|
Cost of shares issued |
|
(15,406) |
- |
|
At 31 March 2026 |
|
5,355,305 |
1,569,469 |
Reconciliation of share movements during the year
|
At 1 April 2025 |
|
63,723,489 |
63,723,489 |
|
Issue of fully paid shares |
|
14,750,000 |
- |
|
At 31 March 2026 |
|
78,473,489 |
63,723,489 |
19 Share-based payments
Share Option Scheme
On 17 December 2020, the company created a share scheme in order to provide a long term incentive plan for the directors, employees and consultants of the group "the Share Option Plan".
2020 Award
On 17 December 2020 a number of directors, employees and consultants were awarded 2,350,000 shares at an exercise price of £0.17. There were no conditions attached to these and they expire 10 years from the date of grant. The share based payment was worked out on the Black Scholes model. The following information is relevant in the determination of the fair value of options granted under the 2020 award.
Grant date 17/12/2020
Number of awards 2,350,000
Share price £0.17
Exercise price £0.17
Expected dividend yield -
Expected volatility 171.74%
Risk free rate 0.40%
Vesting period 10 years
Expected life (from date of grant) 1.5 years
The share based payment charge for the year ended 31 March 2026 was £Nil (2025: £Nil).
2021 Award
On 13 October 2021 two directors were awarded 3,500,000 shares at an exercise price of £0.315. The options vest on 14 October 2022 and are exercisable up to 14 October 2031. The options are also subject to performance criteria under which the options can only be exercised if the average share price over a 30 consecutive calendar day period has been 20 per cent. higher than the option exercise price. The share based payment was worked out on the Monte Carlo model. The following information is relevant in the determination of the fair value of options granted under the 2020 award.
Grant date 14/10/2021
Number of awards 3,500,000
Share price £0.315
Exercise price £0.315
Expected dividend yield -
Expected volatility 69.27%
Risk free rate 0.372%
Vesting period 10 years
Expected life (from date of grant) 1 year
On 9 May 2022, 1,500,000 were cancelled and replaced with shares under new conditions. The exercise price of the New Options is 14p, being the closing mid-market price of an Ordinary Share on 6 May 2022, the latest practicable date prior to the date of grant. The New Options will vest from 9 May 2023 and be exercisable up to 9 May 2032, subject to continued employment and an additional performance related criteria that the closing price of an Ordinary Share must exceed 31.5p, being the exercise price of the Historic Options, for 10 days within any period of 30 days. The share based payment was worked out under the Monte Carlo model and didn't result in a share based payment charge. On 3 February 2025, the remainder of these shares (2,976,192 shares) were cancelled.
The share based payment charge for the year ended 31 March 2026 was £Nil (2025: £Nil).
2023 Award
On 27 March 2023, a further 2,500,000 were granted to two board members and could be vested over the next 12 months, once certain performance criteria were met. As these were market related, the Monte Carlo model was used. A further 450,000 shares were granted to two board members and one other person not on the board. There were no performance conditions attached to these options.
The following information is relevant in the determination of the fair value of options granted under the 2020 award.
Options with conditions Options without conditions
Grant date 27/03/2023 27/03/2023
Number of awards 2,500,000 450,000
Share price £0.078 £0.078
Exercise price £0.078 £0.078
Expected dividend yield - -
Expected volatility 50.91% 50.91%
Risk free rate 5.10% 5.10%
Vesting period 10 years 10 years
Expected life (from date of grant) 1.5 years 1.5 years
The share based payment charge for the year ended 31 March 2026 was £Nil (2025: £Nil)
2024 Award
On 15 July 2024, a further 2,500,000 were granted to two board members and could be vested over the next 12 months, once certain performance criteria were met. As these were market related, the Monte Carlo model was used. A further 600,000 shares were granted to two board members, one employee and one service provider. There were no performance conditions attached to these options.
The following information is relevant in the determination of the fair value of options granted under the 2020 award.
Options with conditions Options without conditions
Grant date 15/07/2024 15/07/2024
Number of awards 2,500,000 600,000
Share price £0.045 £0.045
Exercise price £0.045/£0.0065 £0.045
Expected dividend yield - -
Expected volatility 136.56% 135.56%
Risk free rate 5.24% 5.24%
Vesting period 10 years 10 years
Expected life (from date of grant) 5 years 5 years
The share based payment charge for the year ended 31 March 2026 was £32,065 (2025: £21,079)
The total share based payment charge for all schemes in the year was £32,065 (2025: £21,079)
Share Options arising from the New Scheme
The current year movement in Share Options is summarised below:
|
|
Date of Grant |
At 1 April 2025 |
No of Options granted in year |
No of Options exercised in year |
No of Options lapsed in year |
At 31 March 2026 |
Exercise Price |
Date first exercisable |
Expiry date |
|
Employment Options granted |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
17 Dec 2020 |
1,096,000 |
- |
- |
(266,000) |
830,000 |
£0.17 |
17 Dec 2020 |
16 Dec 2030 |
|
|
27 Mar 2023 |
2,900,000 |
- |
- |
(200,000) |
2,700,000 |
£0.0775 |
27 Mar 2024 |
27 Mar 2033 |
|
|
27 Mar 2023 |
50,000 |
- |
- |
- |
50,000 |
£0.0775 |
27 Mar 2023 |
27 Mar 2033 |
|
|
15 Jul 2024 |
2,266,667 |
- |
- |
(150,000) |
2,116,667 |
£0.045 |
15 Jul 2025 |
15 Jul 2034 |
|
|
15 Jul 2024 |
833,333 |
- |
- |
- |
833,333 |
£0.065 |
15 Jul 2025 |
15 Jul 2034 |
|
|
|
7,146,000 |
- |
- |
(616,000) |
6,530,000 |
|
|
|
The weighted average price was £0.07 (2025: £0.08). At the year end, the number of exercisable shares were 6,530,000 (2025: 7,146,000) with a weighted life of 7.29 years (2025: 8.21 years).
The previous year movement in Share Options is summarised below:
|
|
Date of Grant |
At 1 April 2024 |
No of Options granted in year |
No of Options exercised in year |
No of Options lapsed in year |
At 31 March 2025 |
Exercise Price |
Date first exercisable |
Expiry date |
|
Employment Options granted |
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
17 Dec 2020 |
1,096,000 |
- |
- |
- |
1,096,000 |
£0.17 |
17 Dec 2020 |
16 Dec 2030 |
|
|
14 Oct 2021 |
2,976,192 |
- |
- |
(2,976,192) |
- |
£0.315 |
14 Oct 2022 |
14 Oct 2031 |
|
|
27 Mar 2023 |
2,900,000 |
- |
- |
- |
2,900,000 |
£0.0775 |
27 Mar 2024 |
27 Mar 2033 |
|
|
27 Mar 2023 |
50,000 |
- |
- |
- |
50,000 |
£0.0775 |
27 Mar 2023 |
27 Mar 2033 |
|
|
15 Jul 2024 |
- |
2,266,667 |
- |
- |
2,266,667 |
£0.045 |
15 Jul 2025 |
15 Jul 2034 |
|
|
15 Jul 2024 |
- |
833,333 |
- |
- |
833,333 |
£0.065 |
15 Jul 2025 |
15 Jul 2034 |
|
|
|
7,022,192 |
3,100,000 |
- |
(2,976,192) |
7,146,000 |
|
|
|
The charge made in respect of the fair value of options granted was:
|
|
|
2026 |
2025 |
|
|
|
£ |
£ |
|
Expense arising from equity-settled share-based payments transactions |
|
32,065 |
21,079 |
20 Related party disclosures
Trade and other receivables (note 14) include the following amounts due from subsidiary undertakings:
|
|
|
|
2026 £ |
2025 £ |
|
The Ridings Early Growth Investment Company Limited |
|
|
- |
- |
|
Braveheart Academic Seed Funding |
|
|
4,389 |
3,531 |
|
|
|
|
4,389 |
3,531 |
Trade and other payables (note 16) include the following amounts due to subsidiary undertakings:
|
|
|
|
2026 £ |
2025 £ |
|
Ridings Holdings Limited |
|
|
119,412 |
119,412 |
|
Braveheart Investment Group Limited |
|
|
15,000 |
15,000 |
|
The Ridings Early Growth Investment Company Limited |
|
|
34,881 |
34,496 |
|
|
|
|
169,293 |
168,908 |
All above amounts are unsecured, interest free and repayable on demand. Transactions between the Company and its subsidiaries are eliminated on consolidation.
The Directors have agreed that, while amounts due to Group companies are included in trade and other payables due within one year as they are technically payable on demand, payment of these amounts will not be required unless the company is able to do so.
During the year, Truetide charged the Ridings Early Growth Investment Company Ltd £Nil (2025: £Nil) in respect of a management charge. During the year, Truetide Plc generated revenue of £13,941 (2025: £16,900) from The Lachesis Seed Fund Limited Partnership, a General Partner that the group have an interest in.
During the year, Truetide charged Kirkstall Limited £Nil (2025: £Nil) in respect of a management charge. The balance owed to Truetide at year end was £Nil (2025: £172,354) as the loan was written off in full when the company sold its interest in Kirkstall.
During the year, Truetide charged Paraytec Limited £Nil (2025: £Nil) in respect of a management charge. At the year end, Paraytec owed Truetide £1,557,200 (2025: £1,530,200). Truetide's outstanding loans to Paraytec are unlikely to be repaid in the short-term and the value of the Company's loan receivable in Paraytec remain written down to £Nil.
During the year, The Ridings Early Growth Investment Company charged Kirkstall Limited £Nil (2025: £3,600) in respect of a monitoring fee. At the year end Kirkstall owed £Nil (2025: £29,100) as the loan was written off when Truetide plc sold its interest in Kirkstall.
During the year, Truetide sold Kirkstall to Imaging Biometrics Limited in exchange for a convertible note of £170,000. Trevor Brown is a director of both Truetide and Imaging Biometrics Limited.
Non-Executive Director, Qu Li, is also a Director and major shareholder of Agile Impact Capital Ltd. During the year Agile Capital Impact Ltd charged the Truetide plc a total of £26,250 (2025: £42,403) in respect of services provided by Dr Li. The balance outstanding at year end was £Nil (2025: £Nil). There were accruals at the year end from Agile Impact Capital Ltd of £Nil (2025: £4,167).
21 Financial risk management objectives and policies (Group and Company)
The Group and Company's financial instruments comprise investments designated at fair value through profit or loss, cash and various items such as trade and other receivables, and trade and other payables, all of which arise directly from its normal operations.
The carrying values of all of the Group and Company's financial instruments approximate their fair values at 31 March 2026 and 31 March 2025. The Accounting Policies described in note 2 outlines how the financial instruments are measured.
An analysis of the statement of financial position, relevant to an analysis of risk management, is as follows:
|
|
Financial instruments |
|
|
|
|
|
Designated at fair value though profit or loss |
Loans and receivables at amortised cost |
Non-financial assets & financial assets outside the scope of IFRS 9 |
Total |
|
|
£ |
£ |
£ |
£ |
|
GROUP |
|
|
|
|
|
2026 |
|
|
|
|
|
Investments |
1,976,621 |
- |
- |
1,976,621 |
|
Trade and other receivables |
- |
192,793 |
4,390 |
197,183 |
|
Cash and cash equivalents |
- |
150,596 |
- |
150,596 |
|
|
1,976,621 |
343,389 |
4,390 |
2,324,400 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Investments |
2,271,052 |
- |
- |
2,271,052 |
|
Trade and other receivables |
- |
19,251 |
33,671 |
52,922 |
|
Cash and cash equivalents |
- |
63,671 |
- |
63,671 |
|
|
2,271,052 |
82,922 |
33,339 |
2,387,645 |
|
COMPANY |
|
|
|
|
|
2026 |
|
|
|
|
|
Investments |
1,976,573 |
- |
- |
1,976,573 |
|
Trade and other receivables |
- |
192,793 |
4,389 |
197,182 |
|
Cash and cash equivalents |
- |
145,782 |
- |
145,782 |
|
|
1,976,573 |
338,575 |
4,389 |
2,319,537 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Investments |
2,270,996 |
- |
- |
2,270,996 |
|
Trade and other receivables |
- |
19,251 |
4,570 |
23,821 |
|
Cash and cash equivalents |
- |
58,321 |
- |
58,321 |
|
|
2,270,996 |
77,572 |
4,570 |
2,353,138 |
|
|
|
|||
|
21 Financial risk management objectives and policies (Group and Company) (continued) |
|
Other financial liabilities at amortised cost |
Financial liabilities at fair value |
Total |
|
|
|
£ |
£ |
£ |
|
GROUP |
|
|
|
|
|
2026 |
|
|
|
|
|
Trade and other payables |
|
108,206 |
- |
108,206 |
|
Borrowings |
|
- |
- |
- |
|
|
|
108,206 |
- |
108,206 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Trade and other payables |
|
58,141 |
- |
58,141 |
|
Borrowings |
|
- |
- |
- |
|
|
|
58,141 |
- |
58,141 |
|
|
|
|
|
|
|
COMPANY |
|
|
|
|
|
2026 |
|
|
|
|
|
Trade and other payables |
|
271,267 |
- |
271,267 |
|
|
|
271,267 |
- |
271,267 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Trade and other payables |
|
220,814 |
- |
220,814 |
|
|
|
220,814 |
- |
220,814 |
One of the Group's principal objectives and policies is to achieve income and capital gains through investment in equity shares in a portfolio of UK companies, the majority of which are unlisted.
Through its normal operations the Group is exposed to a number of financial risks, namely credit risk, liquidity risk and market risk. The Board reviews and agrees policies for managing each of these risks as summarised below.
Credit risk
Credit risk arises from the exposure to the risk of loss if the counterparty fails to perform its financial obligations to the Group. The Group's financial assets predominantly comprise investments designated at fair value through profit or loss, and cash. In accordance with its Investment Policy, the Group seeks to manage credit risk related to its investments through detailed investment selection criteria and diversification and by placing limits on individual investments. In accordance with its Treasury Policy, the Group seeks to mitigate this risk on cash by placing funds only with banks with high credit-ratings assigned by international credit-rating agencies.
The Group has no significant concentration of credit risk within any of its other financial assets. Included within such other financial assets are balances which are past due at the reporting date for which the Group has not provided as there has not been a significant change in their credit quality and which the Group believes are fully recoverable. The age profile of the Group and Company's other financial assets is as follows:
21 Financial risk management objectives and policies (continued)
|
|
|
Neither past due nor impaired |
Less than 3 months |
3 to 12 months |
More than 1 year |
Total |
|
|
|
£ |
£ |
£ |
£ |
£ |
|
GROUP |
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
|
Trade receivables |
|
4,390 |
- |
- |
- |
4,390 |
|
Other receivables |
|
192,793 |
- |
- |
- |
192,793 |
|
|
|
197,183 |
- |
- |
- |
197,183 |
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
Trade receivables |
|
6,039 |
- |
1,800 |
25,500 |
33,339 |
|
Other receivables |
|
19,583 |
- |
- |
- |
19,583 |
|
|
|
25,622 |
- |
1,800 |
25,500 |
52,922 |
|
|
|
|
|
|
|
|
|
COMPANY |
|
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
|
Trade receivables |
|
- |
- |
- |
- |
- |
|
Other receivables |
|
192,793 |
- |
- |
- |
192,793 |
|
Amounts due from related parties |
|
4,389 |
- |
- |
- |
4,389 |
|
Amounts due from investment companies |
|
- |
- |
- |
- |
- |
|
|
|
197,182 |
- |
- |
- |
197,182 |
|
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
|
Trade receivables |
|
- |
- |
- |
- |
- |
|
Other receivables |
|
20,290 |
- |
- |
- |
20,290 |
|
Amounts due from related parties |
|
3,531 |
- |
- |
- |
3,531 |
|
Amounts due from investment companies |
|
- |
- |
- |
- |
- |
|
|
|
23,821 |
- |
- |
- |
23,821 |
|
|
|
|
|
|
|
|
The Group considers its exposure to credit risk is negligible. The Group's bank balance of £150,596 at the year-end is held in a bank with a high credit rating and the trade and other receivables of £192,683 are closely monitored as part of the credit control process.
Liquidity risk
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due.
The Group seeks to manage its liquidity risk by holding sufficient cash reserves to meet foreseeable needs, and by investing cash assets safely. The Group continuously monitors rolling cash flow forecasts to ensure sufficient cash is available for anticipated cash requirements and, in accordance with its Treasury Policy, the Group only invests cash assets with reputable counterparties.
21 Financial risk management objectives and policies (continued)
The maturity profile of the Group and Company's financial liabilities is as follows:
|
|
On demand |
Less than 3 months |
3 to 12 months |
More than 1 year |
Total |
|
|
£ |
£ |
£ |
£ |
£ |
|
GROUP |
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
Trade and other payables |
107,472 |
452 |
282 |
- |
108,206 |
|
|
107,472 |
452 |
282 |
- |
108,206 |
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
Trade and other payables |
56,533 |
982 |
626 |
- |
58,141 |
|
|
56,533 |
982 |
626 |
- |
58,141 |
|
COMPANY |
|
|
|
|
|
|
2026 |
|
|
|
|
|
|
Trade and other payables |
101,240 |
452 |
282 |
- |
101,974 |
|
Amounts due to related parties |
169,293 |
- |
- |
- |
169,293 |
|
|
270,533 |
452 |
282 |
- |
271,267 |
|
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
|
Trade and other payables |
50,298 |
982 |
626 |
- |
51,906 |
|
Amounts due to related parties |
168,908 |
- |
- |
- |
168,908 |
|
|
219,206 |
982 |
626 |
- |
220,814 |
|
|
|
|
|
|
|
Market Risk
Market risk is the risk that changes in market conditions such as equity prices, interest rates and foreign exchange rates will have an adverse impact on the Group's financial position or results.
Equity price risk
The Group is exposed to equity price risk due to uncertainties about future values of its portfolio of listed and unlisted equity investments. The Group manages such equity price risk in a similar way to credit risk through detailed investment selection criteria and diversification and by placing limits on individual investments. Investments are monitored carefully and the Board reviews the portfolio on a regular basis.
21 Financial risk management objectives and policies (continued)
Interest rate risk
The Group finances its operations through equity funding as opposed to debt and therefore minimises its exposure to interest rate risks. The Group and Company's financial instruments are non-interest bearing, with the exception of loan notes which attract fixed rate interest, and cash balances which attract variable interest rates determined with reference to the bank interest rate.
|
The interest rate profile of the Group and Company's financial instruments is as follows: |
|
|||
|
|
Fixed Rate |
Variable Rate |
Interest free |
Total |
|
GROUP |
£ |
£ |
£ |
£ |
|
2026 |
|
|
|
|
|
Financial assets |
|
|
|
|
|
Investments: equity |
- |
- |
1,976,621 |
1,976,621 |
|
Cash and cash equivalents |
- |
150,596 |
- |
150,596 |
|
Other financial assets |
174,835 |
- |
22,348 |
197,183 |
|
|
174,835 |
150,596 |
1,998,969 |
2,324,400 |
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
Other financial liabilities |
- |
- |
108,206 |
108,206 |
|
|
- |
- |
108,206 |
108,206 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Financial assets |
|
|
|
|
|
Investments: equity |
- |
- |
2,271,052 |
2,271,052 |
|
Cash and cash equivalents |
- |
63,671 |
- |
63,671 |
|
Other financial assets |
- |
- |
52,922 |
52,922 |
|
|
- |
63,671 |
2,323,974 |
2,387,645 |
|
|
|
|
|
|
|
Financial liabilities |
|
|
|
|
|
Other financial liabilities |
- |
- |
58,141 |
58,141 |
|
|
- |
- |
58,141 |
58,141 |
|
Interest rate risk |
|
|||
|
|
Fixed Rate |
Variable Rate |
Interest free |
Total |
|
COMPANY |
£ |
£ |
£ |
£ |
|
2026 |
|
|
|
|
|
Financial assets |
|
|
|
|
|
Investments: equity |
- |
- |
1,976,573 |
1,976,573 |
|
Cash and cash equivalents |
- |
145,782 |
- |
145,782 |
|
Other financial assets |
174,835 |
- |
22,347 |
197,182 |
|
|
174,835 |
145,782 |
1,998,920 |
2,319,537 |
|
Financial liabilities |
|
|
|
|
|
Other financial liabilities |
- |
- |
271,267 |
271,267 |
|
|
- |
- |
271,267 |
271,267 |
|
|
|
|
|
|
|
2025 |
|
|
|
|
|
Financial assets |
|
|
|
|
|
Investments: equity |
- |
- |
2,270,996 |
2,270,996 |
|
Cash and cash equivalents |
- |
58,321 |
- |
58,321 |
|
Other financial assets |
- |
- |
23,821 |
23,821 |
|
|
- |
58,321 |
2,294,817 |
2,353,138 |
|
Financial liabilities |
|
|
|
|
|
Other financial liabilities |
- |
- |
220,814 |
220,814 |
|
|
- |
- |
220,814 |
220,814 |
It is estimated that the maximum effect of a one percentage point (100 basis points) fall in interest rates to which the Group is exposed would be a decrease in profit before tax for the twelve months to 31 March 2026 of £1,506 (2025: £637). For the company, this would be £1,458 (2025: £583).
Foreign currency risk
The Group has no material exposure to foreign currency risk.
22 Ultimate controlling party
There is no ultimate controlling party.
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