REG - Caledonian Holdings - Final results for the year ended 31 March 2025
30/09/2025 07:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250930:nRSd3053Ba&default-theme=true
RNS Number : 3053B Caledonian Holdings PLC 30 September 2025
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("EUWA")) ("UK MAR").
30 September 2025
Caledonian Holdings plc
("Caledonian" or "the Company")
Final results for the year ended 31 March 2025
The Board of Caledonian Holdings plc (AIM:CHP), an AIM-quoted investing
company focused on financial services opportunities, today announces the
Company's final results for the year ended 31 March 2025.
Caledonian's Annual Report and Accounts for the year ended 31 March 2025
("Annual Report") will be sent to shareholders today and will shortly be
available on the Company's website at caledonianholdingsplc.com
(https://caledonianholdingsplc.com/) .
Chairman's statement
for the year ended 31 March 2025
I am pleased to present my Chairman's statement for the year ended 31 March
2025. Over the past year, the Company has been through a period of
significant transition. With a new Board, new name and new investing policy,
we have set a clear new course to reposition Caledonian as an active investor
in the financial services sector.
Just after the year end we concluded a successful fundraise to support this
new direction. The placing shares were issued in March 2025 however the
broker option and subscription shares were settled and issued in early April
2025. The Board confirms its ongoing strategy of focusing on opportunities
within the financial services sector, whilst also maintaining interest,
support and engagement with our legacy investments.
Furthermore, in July 2025, we successfully completed a second fundraise to
further strengthen the cash reserves and support the new strategy. Combined,
the fundraises have injected cash of approximately £2 million into the
Company and provide a strong foundation for executing our revised strategy.
Both during and after the year end the Board has carefully monitored the share
prices of its listed/quoted investment portfolio and, where appropriate, has
divested in whole or in part a number of investee companies, realising value
where possible, and reducing legacy holdings to enable the Company to
concentrate on building its new portfolio in financial services.
Turning to the financials, the Company reported a loss for the year of
£4,370,513 compared to a loss of £776,537 in the previous comparable period.
Almost all of this difference, from an accounting perspective, reflects a
£4,008,514 reduction in fair value of investments in the year being reported
on, compared to a much smaller reduction in fair value in the previous
financial year. Net assets decreased to £2,873,720 compared to £6,238,388 at
31 March 2024 and cash increased from £53,597 at the beginning of the period
to £787,336 at the balance sheet date.
The £4,008,514 reduction in fair value of investments can be attributed in
the main, to three investments, namely Conduit Pharmaceuticals Inc, WeShop and
Aeristech. During the period the fair value of Conduit fell from £2,924,138
to £6,079. Post year end the entire investment was sold. While the legacy
portfolio, including Conduit, Aeristech and WeShop, has adversely impacted the
Company's reported results, these setbacks underline the importance of the
decisive shift in strategy now underway. The Company is no longer defined by
these historic investments but by the opportunities we are pursuing in
financial services.
During the period under review the Company made further investments by way of
convertible loan notes in both, Hamak Gold Limited and Igraine PLC, an
existing investee company. Further details are disclosed in note 8 of the
financial statements.
During June to August 2025 the Company made its first investment in the
financial services sector under the new strategy and invested an aggregate of
cash and shares totalling £1,000,000 into AlbaCo. AlbaCo aims to be a new
bank with a clear vision and purpose - to support small and medium-sized
businesses as they develop their aspirations, grow and realise their
potential. AlbaCo is now in the final stages of raising their regulatory
capital, and, as previously announced, Caledonian intends to participate
further in that process. Our investment in AlbaCo exemplifies the kind of
scalable, technology-enabled financial services business that will define
Caledonian's future direction.
As part of the new strategy, in March 2025, the Board saw a change of
personnel with James Normand and Emma Wilson stepping down as directors and
Jim McColl and Chris Cooke joining the Board. Post year end the management
team has been further strengthened with the appointment of Keith Barclay as
Investment Director. I would like to thank James & Emma for their
contribution to the Company during their appointments.
The Board will continue to update shareholders, in line with regulatory
requirements, through announcements and other appropriate communications. The
directors would like to thank shareholders for their continued support and
look forward to delivering on this new strategy.
Brent Fitzpatrick MBE
Chairman
Strategic report
for the year ended 31 March 2025
Business review
At the period end, the Company held cash of approximately £787,000 (31 March
2024: £54,000). It continues to keep administrative costs to a minimum so
that it has sufficient resources to cover its ongoing running costs while
retaining the maximum funds for further investments.
The Company's loss for the year was approximately £4,371,000 (2024: loss of
£777,000). This loss has arisen primarily from fair value movements on the
Company's investment portfolio. The valuation of the investment portfolio at
31 March 2025 was approximately £1,386,000 (31 March 2024: £5,487,000), a
decrease of £4,101,000 on 2024. The largest impact came from declines in
Conduit, Aeristech and WeShop, together with the disposal of legacy assets as
the Company pivoted to its new financial services strategy.
The Company's main KPI is that of investment performance. During the year
the Company reported a loss in fair value of £4,008,000 (2024: £357,000).
This reduction in fair value was mainly attributed to three investments namely
Conduit Pharmaceuticals Inc, WeShop and Aeristech Limited. During the period
the fair value of Conduit fell from £2,924,000 to £6,000 and following
Aeristech entering a liquidation process the entire investment was written
down to £Nil from £401,000. In line with Company policy, unlisted
investments are reviewed during the audit process, under accounting convention
and from available information the value of WeShop was impaired to £63,000
from £427,000. Although such a write down has been undertaken it is worth
noting that WeShop have recently filed a FR1 ahead of listing on NASDAQ.
We update shareholders on investee company performance through, where
appropriate and/or required, the dissemination of investee company regulatory
announcements, together with, when available, information from private
companies which do not have the same disclosure requirements as listed
companies. In addition, the Board provides periodic investment updates on the
performance of the investment portfolio, including acquisitions and
disposals. By publishing updates the Company seeks to ensure transparency
and regular communication. Moreover, detailed information on the investment
portfolio is maintained on the Company's website.
The Company had two employees during the period (being two of the directors)
and a Board comprising one male Executive Director, one female Executive
Director and one male Non-Executive Director. Shortly before the year end
there was a change of personnel on the Board in line with the new investing
strategy.
Principal risks and uncertainties
The preservation of its cash balances and the management of its capital
resources remain the key concerns for the Company. Further information about
the Company's principal risks, covering credit, liquidity, and capital, is
detailed in note 15 to the financial statements.
The Company remains committed to disciplined cost control and prudent cash
management, ensuring resources are focused on executing its financial services
strategy.
Approved by the Board of Directors on 29 September 2025 and signed on its
behalf by:
Brent Fitzpatrick MBE
Chairman
For further information, please contact:
Caledonian Holdings plc Tel: +44 (0) 7950 389469
Brent Fitzpatrick, Non-Executive Chairman
Jim McColl, Executive Director
Allenby Capital Limited (Nominated Adviser) Tel: +44 (0) 20 3328 5656
Nick Athanas / Piers Shimwell
Peterhouse Capital Limited (Broker) Tel: +44 (0) 20 7469 0930
Statement of comprehensive income
for the year ended 31 March 2025
Year ended Year ended
31 March 31 March
2025 2024
Notes £'000 £'000
Administrative expenses 2 (425) (443)
Fair value movements
- on investments 8 (4,009) (357)
- on derivative instruments 10 - -
Operating loss 2 (4,434) (800)
Finance income 4 63 23
Loss before tax (4,371) (777)
Income tax 6 - -
Loss for the year and total comprehensive income attributable to the equity
holders
(4,371) (777)
Loss per share
Basic and diluted loss per share (pence) 7 (0.023) (0.005)
Statement of financial position
as at 31 March 2025
31 March 31 March
2025 2024
Notes £'000 £'000
Non-current assets
Investments 8 1,386 5,487
Trade and other receivables 9 750 718
Total non-current assets 2,136 6,205
Current assets
Derivative financial instruments 10 10 32
Trade and other receivables 11 131 -
Cash and cash equivalents 14 787 54
Total current assets 928 86
Total assets 3,064 6,291
Equity and liabilities
Equity
Called up share capital 13 3,894 3,320
Share premium account 8,069 7,615
Share option reserve (16) 6
Retained earnings (9,074) (4,703)
Total equity 2,873 6,238
Current liabilities
Trade and other payables 12 191 53
Total current liabilities 191 53
Total equity and liabilities 3,064 6,291
These financial statements were approved by the Board, authorised for issue
and signed on its behalf on 29 September 2025 by:
Brent Fitzpatrick MBE
Chairman
Company registration number: 03904195
Cash flow statement
for the year ended 31 March 2025
Year ended Year ended
31 March 31 March
2025 2024
Notes £'000 £'000
Operating activities
Loss before tax (4,371) (777)
Fair value movements on investments 8 4,009 357
Finance income (63) (23)
Increase in receivables (139) -
Increase in payables 138 15
Total cash flow (used in) operating activities (426) (428)
Investing activities
Interest received 37 14
Proceeds from disposal of investments 544 344
Consideration for purchase of investments (450) (650)
Total cash flow from / (used in) investing activities 131 (292)
Financing activities
Proceeds from the issue of ordinary share capital 1,028 50
Total cash flow from financing activities 1,028 50
Net increase / (decrease) in cash and cash equivalents 733 (670)
Cash and cash equivalents at start of year 54 724
Cash and cash equivalents at the end of the year 14 787 54
Cash and cash equivalents comprise:
Cash at bank 787 54
Cash and cash equivalents at end of year 14 787 54
Statement of changes in equity
for the year ended 31 March 2025
Share
Share Share Retained Option Total
Capital Premium Earnings Reserve Equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 April 2023 3,291 7,594 (3,926) 46 7,005
Transactions with owners
Share-based payment - - - (40) (40)
Issue of share capital 29 21 - - 50
Transactions with owners 29 21 - (40) 10
Total comprehensive income for the year - - (777) - (777)
Balance at 31 March 2024 3,320 7,615 (4,703) 6 6,238
Balance at 1 April 2024 3,320 7,615 (4,703) 6 6,238
Transactions with owners
Issue of share capital 574 454 - - 1,028
Share-based payment - - - (22) (22)
Transactions with owners 574 454 - (22) 1,006
Total comprehensive income for the year - - (4,371) - (4,371)
Balance at 31 March 2025 3,894 8,069 (9,074) (16) 2,873
Notes to the financial statements
for the year ended 31 March 2025
1 Revenue and segmental information
The Company is an investing company and as such there is only one identifiable
operating segment, being the purchase, holding and sale of investments.
Similarly, the Company operates in only a single geographic segment, being the
United Kingdom. The results and balances and cash flows of the segment are as
presented in the primary statements.
2 Loss from operations
The loss from operations is stated after charging:
31 March 31 March
2025 2024
£'000 £'000
Auditor's remuneration for the audit 25 24
Auditor's remuneration for corporation tax compliance services - 2
Fair value movements on investments 4,009 357
Share-based payment - -
3 Staff costs
The average number of persons employed or engaged by the Company (including
Directors) during the period was as follows:
31 March 31 March
2025 2024
Directors and senior management 3 3
Total 3 3
The above included two individuals (2024 - two) employed by the Company and
one (2024 - one) engaged under the terms of a letter of appointment.
The aggregate amounts charged by these persons were as follows:
31 March 2025 31 March 2024
£'000 £'000
Wages and salaries 156 124
Social security costs 19 10
Amounts invoiced 61 62
Share-based payment charge - -
236 196
The amounts noted above relate to the Company's directors. Further details of
directors' remuneration are provided in note 5.
4 Finance income and expense
Finance income
31 March 2025 31 March 2024
£'000 £'000
Other interest receivable 69 23
Total finance income 69 23
Finance income includes £32,000 (2024: £23,000), representing the unwinding
of the discount on the Company's loan receivable from BIXX Tech Limited.
Further details are provided in note 9.
5 Directors and senior management
Directors' remuneration
Year ended 31 March 2025
Salary Fees Pension Equity Total
£'000 £'000 £'000 £'000 £'000
Christopher Cooke 6 - - - 6
Brent Fitzpatrick - 61 - - 61
James Normand 81 - - - 81
Emma Wilson 69 - - - 69
156 61 - - 217
Year ended 31 March 2024
Salary Fees Pension Equity Total
£'000 £'000 £'000 £'000 £'000
Brent Fitzpatrick - 62 - - 62
James Normand 62 - - - 62
Emma Wilson 62 - - - 62
124 62 - - 186
Directors' and senior management's interests in shares
The Directors who held office at 31 March 2025 held the following shares:
31 March 31 March
2025 2024
Christopher Cooke 1,935,376,945 -
James McColl - -
Brent Fitzpatrick 68,500,000 1,500,000
As part of the Company's fundraisings post period-end:
Christopher Cooke acquired a further 800,000,000 shares on 14(th) April 2025,
204,285,714 shares on 15(th) July 2025 and 510,000,000 shares on 6th August
2025. The current holding of Chris now excludes 83,709,962 ordinary shares
held by his daughter who is now over the age of 18.
Brent Fitzpatrick acquired a further 400,000,000 shares on 14(th) April 2025,
49,028,571 shares on 15(th) July 2025 and 122,400,000 shares on 6(th) August
2025.
James McColl acquired 8,000,000,000 shares on 14(th) April 2025.
The total share-based payment costs in respect of options granted are:
31 March 31 March
2025 2024
£'000 £'000
Directors - -
As at 31 March 2025 the total number of outstanding options held by the
Directors over ordinary shares was 270,000,000 (2024: 270,000,000),
representing 0.5 per cent. of the Company's issued share capital.
Further details regarding the options issued are provided in note 17.
6 Tax
There was no charge to current or deferred taxation in the current or prior
period.
A deferred tax asset relating to losses carried forward has not been
recognised due to uncertainty over the existence of future taxable profits
against which the losses can be used. The Company has unused tax losses of
approximately £11.0m (2024: £6.7m).
Tax reconciliation
31 March 31 March
2025 2024
£'000 £'000
Loss before tax (4,371) (777)
Tax at 25% on loss before tax (1,093) (194)
Effects of:
Loss relief carried forward but not recognised 1,093 194
Total tax expense - -
7 Loss per share
Loss per share has been calculated on a loss after tax of £4,371,000 (2024:
loss after tax of £777,000) and the weighted average number of shares in
issue for the year of 18,697,592,137 (2024: 16,546,452,831).
Basic and diluted loss per share (pence) (0.023) (0.005)
8 Investments
31 March 31 March
2025 2024
£'000 £'000
Opening fair value 5,487 3,193
Additions during the year at cost 450 650
Re-classification on listing of financial asset - 2,350
Fair value of disposals made during the year (542) (349)
Movement in fair value charged to profit or loss (4,009) (357)
Closing balance 1,386 5,487
Investments are held at fair value through profit and loss using a three-level
hierarchy for estimating fair value. Note 15 provides details and
explanations of the three-level hierarchy used.
Additions during the year:
Investment in Hamak Gold Limited and issuance of share capital
In July 2024 the Company entered into an unsecured convertible loan note
instrument with Hamak Gold Limited ("Hamak"), the Liberia-based gold
exploration and development company. Caledonian issued 2,424,242,424 new
ordinary shares of 0.01 pence each to Hamak at a deemed issue price of
0.012375 pence per share in consideration of the issue to Caledonian by Hamak
of £300,000 of unsecured convertible loan notes of £1. The deemed issue
price represented a premium of 7.61 percent to Caledonian 's closing
mid-market price of 0.0115p on 16 July 2024.
Investment in Igraine Plc via convertible loan notes
In October 2024 the Company entered into a conditional convertible loan note
instrument with Igraine PLC. Caledonian granted Igraine a total loan amount
of £500,000 to be drawn down in tranches of £50,000 with a minimum
investment of £200,000 of loan notes. The loan notes bear interest of 12%
per annum on the drawn down amount which will be rolled up and payable on
redemption or conversion of the aggregate sum of the drawn down loan notes.
During the year Caledonian invested £150,000 over 3 tranches.
Disposals during the year:
Part Disposal in EnSilica Plc ("EnSilica")
During the year the Company disposed of a total of 475,000 shares at an
average price of 56p per share, generating gross proceeds of £264,528 for the
Company. Following the disposals, Caledonian continued to hold 241,707
ordinary shares after these disposals.
Part disposal in Northcoders Group plc ("Northcoders")
In May 2023 the Company disposed of a total of 40,000 shares at a price of
£1.61 per share, generating gross proceeds of £64,324 for the Company.
Following the disposals, Caledonian continued to hold 307,499 ordinary shares.
Part disposal of investment in Finseta PLC ("Finseta")
During the year the Company disposed of a total 200,000 shares in Finseta at a
price of 35.8p per share, generating gross proceeds of £71,535. Following the
disposal, Caledonian continued to hold 200,000 shares.
Part Disposal in Skillcast Group Plc ("Skillcast")
During the year the Company disposed of a total of 115,000 shares at an
average price of 44p per share, generating gross proceeds of £52,908 for the
Company. Following the disposals, Caledonian continued to hold 560,676
ordinary shares.
Disposal of investment in MTI Wireless Edge Ltd ("MTI")
During the year the Company disposed of its entire holding of 200,000 shares
in MTI at a price of 46p per share, generating gross proceeds of £91,446.
9 Trade and other receivables - non-current
31 March 31 March
2025 2024
£'000 £'000
Loan due from BIXX Tech Limited 750 718
750 718
Loan due from BIXX Tech Limited
The loan represents the consideration receivable for the disposal of certain
investment assets in August 2020, as detailed in previous financial
statements. The total consideration receivable is £855,000, which is
receivable after seven years. The consideration has been discounted at a
market interest rate at the time of the transaction of 4.5% to reflect the
deferred payment term. Income of £32,000 (2024: £23,000), represents the
unwinding of the discount and is recognised within finance income in note 4.
Under the terms of the loan agreement, the Company has provided an undertaking
to distribute a sum equal to any repayment of the loan to the holders of the
Special Deferred Shares (see note 13). This distribution will be by way of a
dividend declared on the Special Deferred Shares ("the Special Dividend"). In
the event that insufficient distributable reserves exist at the end of the
seven-year loan term, the repayment of the loan will be deferred for a further
year. This deferral will continue until such a time as the Company has
sufficient distributable reserves to be able to pay the Special Dividend.
10 Derivative financial instruments
31 March 31 March
2025 2024
£'000 £'000
Warrants 10 32
10 32
The Company holds warrants providing it with the right to acquire additional
shares in certain of its investee companies at a fixed price in the future,
should the directors decide to exercise them. The warrants have been
recognised as an asset at fair value, which has been calculated using an
appropriate option pricing model.
11 Trade and other receivables
31 March 31 March
2025 2024
£'000 £'000
Other debtors 131 -
131 -
Other debtors comprise funds due from the Broker following the placing in
March 2025.
12 Trade and other payables
31 March 31 March
2025 2024
£'000 £'000
Trade payables 53 31
Other creditors 87 -
Social security and other taxes 13 -
Accruals 38 22
191 53
Other creditors include £68,000 (2024: £NIL) for amounts received for the
subscription shares issued in April 2025.
13 Share capital
31 March 31 March
2025 2024
£'000 £'000
Allotted, called up and fully paid capital
NIL (2024 - 16,546,452,831) Ordinary Shares of 0.01 pence each - 1,654
52,050,695,255 (2024 - NIL) Ordinary Shares of 0.001 pence each 521 -
1,748,943,717 Deferred Shares of 0.08 pence each 1,399 1,399
18,970,692,255 (2024: NIL) Deferred Shares of 0.009 pence each 1,707 -
2,665,610,370 Special Deferred Shares of 0.01 pence each 267 267
3,894 3,320
Share issue
On 22 July 2024, 2,424,242,424 Ordinary 0.01 Shares were issued at a deemed
issue price of 0.012375 pence per share in exchange for a convertible loan
note in Hamak Gold Limited valued at £300,000.
Share reorganisation
On 24 March 2025, the Company undertook a share reorganisation to facilitate a
share placing to raise additional investment capital,
The ordinary shares of 0.01p were subdivided into;
a. one ordinary share of 0.001p each, and
b. one deferred share of 0.009p each
The new ordinary shares have the same rights as the previous ordinary shares.
Following the reorganisation the issued share capital of the Company was
reorganised into 18,970,695,255 Ordinary Shares of 0.001 pence each and
18,970,695,255 Deferred Shares of 0.009 pence each.
Share rights
The Deferred Shares and Special Deferred Shares are not listed on AIM and do
not carry any rights to receive notice of or attend or speak or vote at any
general meeting or class meeting. There are also no dividend rights, other
than the "Special Dividend" on the Special Deferred Shares. As described in
note 9, upon repayment to the Company of any amount(s) owed to it pursuant to
the loan agreement between the Company and BIXX Tech Limited, the Company
shall, in priority to any payment of dividend to the holders of the ordinary
shares or any other class of shares, declare and pay to the holders of the
Special Deferred shares a Special Dividend of an aggregate amount equal to the
amount of such sum repaid, pro rata according to the number of Special
Deferred Shares paid up.
On a return of capital, the holders of the Special Deferred Shares shall be
entitled to receive only the amount paid up on such shares up to a maximum of
0.01 pence per Special Deferred Share after (i) the holders of the Ordinary
Shares have received the sum of £1,000,000 for each Ordinary Share held by
them, and (ii) the holders of the Deferred Shares have received the sum equal
to the amount paid up on such Deferred Shares.
14 Cash and cash equivalents
Cash and cash equivalents comprise the following:
31 March 31 March
2025 2024
£'000 £'000
Cash and cash in bank:
Pounds sterling 787 54
Cash and cash equivalents at end of year 787 54
15 Financial instruments
The Company uses various financial instruments which include cash and cash
equivalents, loans and borrowings and various items such as trade receivables
and trade payables that arise directly from its operations. The main purpose
of these financial instruments is to raise finance for the Company's
operations and manage its working capital requirements.
The fair values of all financial instruments are considered equal to their
book values. The existence of these financial instruments exposes the Company
to a number of financial risks which are described in more detail below.
The main risks arising from the Company's financial instruments are credit
risk and liquidity risk. The Directors review and agree the policies for
managing each of these risks and they are summarised below. The Company does
not have any borrowings on which interest is charged at a variable rate. The
Directors, therefore, do not consider the Company to be exposed to material
interest rate risk.
Credit risk
This section, along with the liquidity risk and capital risk management
sections below, also forms part of the Strategic Report.
The Company's exposure to credit risk is limited to the carrying amount of
financial assets recognised at the balance sheet date, as summarised below:
31 March 31 March
2025 2024
Classes of financial assets - carrying amounts £'000 £'000
Financial assets measured at fair value through profit or loss
1,396 5,519
Financial assets measured at amortised cost 857 718
2,253 6,237
The Company's management considers that all of the above financial assets that
are not impaired for each of the reporting dates under review are of good
credit quality.
The Company is required to report the category of fair value measurements used
in determining the value of its financial assets measured at fair value
through profit or loss, to be disclosed by the source of its inputs, using a
three-level hierarchy. There have been no transfers between Levels in the fair
value hierarchy.
Quoted market prices in active markets - "Level 1"
Inputs to Level 1 fair values are quoted prices in active markets for
identical assets. An active market is one in which transactions occur with
sufficient frequency and volume to provide pricing information on an ongoing
basis. The Company has eleven (2024: twelve) investments classified in this
category all of which are listed on a regulated exchange with publicly
available market prices used to determine the year end value.
The aggregate historic cost of the eleven investments is £4,545,995 (2024:
£5,831,316) and their fair value as at 31 March 2025 was £873,039 (2024:
£4,658,581).
Valued using models with significant observable market parameters - "Level 2"
Inputs to Level 2 fair values are inputs other than quoted prices included
within Level 1 that are observable for the asset, either directly or
indirectly. The Company has three (2024: two) unquoted investments
classified in this category. The historic cost of these investments is
£700,000 (2024: £450,000) and the fair value as at 31 March 2025 was
£63,145 (2024: £828,186). These investments were valued using the latest
transaction prices for shares in the investee companies which were obtained
through either (a) publicly available information (e.g. registrar), (b)
information in respect of recent transactions which the Company was invited to
participate or, where available, (c) direct liaison with the investee company.
The Company also holds warrants for shares in two investee companies, which
have been valued using an option pricing model with observable inputs. The
fair value of these assets as at 31 March 2025 was £9,736 (2025: £32,273).
Valued using models with significant unobservable market parameters - "Level
3"
Inputs to Level 3 fair values are unobservable inputs for the asset.
Unobservable inputs may have been used to measure fair value to the extent
that observable inputs are not available, thereby allowing for situations in
which there is little, if any, market activity for the asset at the
measurement date (or market information for the inputs to any valuation
models). As such, unobservable inputs reflect the assumptions the Company
considers that market participants would use in pricing the asset. The
Company has two (2024: two) unquoted investments classified in this category.
The historic cost of these investments is £450,000 (2024: £300,000) and the
fair value as at 31 March 2025 was £450,000 (2024: £nil). The nature of some
of the investments that the Company holds, i.e. minority shareholdings in
private companies with limited publicly available information, means that
significant judgement is required in estimating the value to be applied in the
year end accounts. Management uses knowledge of the sector and any specific
company information available to determine a valuation estimate.
Liquidity risk
The Company maintains sufficient cash to meet its liquidity requirements.
Management monitors rolling forecasts of the Company's liquidity on the basis
of expected cash flow in accordance with practice and limits set by the
Company. In addition, the Company's liquidity management policy involves
projecting cash flows and considering the level of liquid assets necessary to
meet these.
Maturity analysis for financial liabilities
31 March 2025 31 March 2024
Within Later than Within Later than
1 year 1 year 1 year 1 year
£'000 £'000 £'000 £'000
At amortised cost 191 - 53 -
Capital risk management
The Company's objectives when managing capital are to safeguard the Company's
ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal
capital structure to reduce the cost of capital. This is achieved by making
investments commensurate with the level of risk. The Company is performing in
line with the expectations of the Directors.
The Company monitors capital on the basis of the carrying amount of equity.
The Company policy is to set the amount of capital in proportion to its
overall financing structure, i.e. equity and long-term loans. The Company
manages the capital structure and makes adjustments to it in the light of
changes in economic conditions and the risk characteristics of the underlying
assets. In order to maintain or adjust the capital structure, the Company may
adjust the amount of dividends paid to shareholders, issue new shares or loan
notes, or sell assets to reduce debt.
16 Reconciliation of net funds
As at 1 April 2024 Non-cash movement As at 31 March 2025
Cash
flow
£'000 £'000 £'000 £'000
Cash and cash equivalents 54 733 - 787
54 733 - 787
17 Share-based payments
On 26 August 2020 two of the Directors, in post at that date were granted
equity settled share-based payments. The principal terms of these grants are
as follows:
James Normand was granted 180,000,000 options to subscribe for ordinary shares
of 0.01p each in the Company. The options have an exercise price of 0.024p and
are exercisable for a period of ten years from the date of the grant. Half the
options became exercisable 12 months after grant, subject to the Company's
closing mid-market share price being at least 0.048p per Ordinary Share for 30
consecutive business days, and the remaining half become exercisable 24 months
after grant, subject to the Company's closing mid-market share price being at
least 0.072p per Ordinary Share for 30 consecutive business days.
In addition, on the same date, Brent Fitzpatrick, Non-Executive Chairman of
the Company, was granted 90,000,000 options to subscribe for Ordinary Shares
in the Company. The options have an exercise price of 0.024p and are
exercisable for a period of ten years from the date of the grant. Half the
options became exercisable 12 months after grant, subject to the Company's
closing mid-market share price being at least 0.048p per Ordinary Share for 30
consecutive business days, and the remaining half become exercisable 24 months
after grant, subject to the Company's closing mid-market share price being at
least 0.072p per Ordinary Share for 30 consecutive business days. Following
this grant of options, Brent Fitzpatrick held a total of 104,562,427 share
options equivalent to 1.46 per cent. of the issued share capital of the
Company at the time.
None of the options granted have been exercised.
The options issued in August 2020 have been valued using the Black Scholes
option pricing model. The amount of remuneration expense in respect of the
share options granted amounts to £nil (2024: £nil).
Details of the options outstanding at the year end and the inputs to the
option pricing model are as follows:
Options granted
26 August
2020
Share price at grant date (pence) 0.05
Exercise price (pence) 0.024
Expected life (years) 10
Annualised volatility (%) 86.9
Risk-free interest rate (%) 2.0
Fair value determined (pence) 0.03
Number of options granted 270,000,000
Options exercisable at 31 March 2025 270,000,000
The expected future annualised volatility was calculated using historic
volatility data for the Company's share price.
18 Contingent liabilities
Under the terms of the Company's loan receivable from BIXX Tech Limited,
described in note 9, the Company has provided an undertaking to distribute a
sum equal to any repayment of the loan to the holders of the Special Deferred
Shares (see note 13). This distribution will be by way of a dividend declared
on the Special Deferred Shares ("the Special Dividend"). In the event that
insufficient distributable reserves exist at the end of the seven-year loan
term, the repayment of the loan will be deferred for a further year. This
deferral will continue until such a time as the Company has sufficient
distributable reserves to be able to pay the Special Dividend. As at 31 March
2025, the carrying value of the loan receivable was £750,000 (2024:
£718,000) and, at the scheduled maturity date, the final settlement value
will be £855,000.
19 Related party transactions
During the period the Company entered into the following related party
transactions. All transactions were made on an arm's length basis.
Ocean Park Developments Limited
Brent Fitzpatrick, Non-Executive Director, is also a Director of Ocean Park
Developments Limited. During the year, the Company paid £61,000 (2024:
£62,000) in respect of his Director's fees to the Company. The balance due to
Ocean Park Developments Limited at the year-end was £nil (2024: £nil).
Bailey Wilson Accounting Limited
Emma Wilson, a former Director, is also a Director of Bailey Wilson Accounting
Limited, During the year the Company paid £4,083 (2024: £nil) in respect of
accountancy services to the Company. The balance due to Bailey Wilson
Accounting Services Limited at the year end was £4,000 (2024: £NIL).
Director and former director participation in fundraising
On 4 March 2025, it was announced, inter alia, that Brent Fitzpatrick
(Chairman) had conditionally subscribed for 400,000,000 new ordinary shares at
0.0025 pence per share, James Normand (former director) had conditionally
subscribed for 200,000,000 new ordinary shares at 0.0025 pence per share and
Emma Wilson (former director) had conditionally subscribed for 200,000,000 new
ordinary shares at 0.0025 pence per share.
Other Creditors
Other creditors include amounts received, in March 2025, from directors and
former directors of Caledonian in respect of the subscription shares issued in
April 2025, as follows:
Emma Wilson (former Director)
£5,000
Christopher Cooke
(Director) £20,000
20 Events after the balance sheet date
Issue of share capital, warrants and options
In April 2025, the Company completed the subscription share issue to complete
the placing that occurred in March 2025 and issued 10,920,000,000 0.001p
Ordinary Shares at an issue price of 0.0025p per share.
The Company also issued 5,460,000,000 Warrants to subscribe for new Ordinary
Shares at a price of 0.0075 pence per Ordinary Share, resulting in each
recipient of Subscription Shares being issued with one Warrant for every two
Subscription Shares subscribed for. The terms of the 5,460,000,000 Warrants
are as set out in the Company's announcement of 4 March 2025.
Peterhouse, the Company's broker, were granted warrants to subscribe for
1,889,121,000 new Ordinary Shares exercisable at 0.0025p per share. The terms
of the Broker Warrants are set out in the Company's announcement of 6 March
2025.
On the same day, the Company granted 13,325,883,776 Options to Jim McColl
(Executive Director) exercisable at 0.0025p per share. The Options will be
valid for two years from the date of the General Meeting (being 24 March 2025)
and will vest upon the completion of the first investment that is made by the
Company since Jim McColl's appointment to the board on 4 March 2025.
Further issue of share capital and warrants
On 15 July 2025, the Company announced it had conditionally raised gross
proceeds of £1.05 million via the Placing of 29,999,999,998 Placing Shares to
new and existing investors at the Issue Price of 0.0035 pence.
The Placing was conducted in two tranches, as follows:
·a Firm Placing of 8,579,999,998 Firm Placing Shares issued pursuant to the
Company's existing authorities to issue and allot equity securities on a
non-pre-emptive basis, granted at the Company's general meeting held on 24
March 2025; and
·a Conditional Placing of 21,420,000,000 Conditional Placing Shares issued
conditional upon, amongst other things, the passing of certain of the
Resolutions at the General Meeting held on 6(th) August 2025
Following the general meeting the issued share capital comprised
97,470,695,253 ordinary shares.
The Company also issued 14,999,999,999 Warrants to subscribe for new Ordinary
Shares at a price of 0.0075 pence per Ordinary Share, resulting in each
recipient of Subscription Shares being issued with one Warrant for every two
Subscription Shares subscribed for, exercisable for a period of 2 years after
the date of admission.
Investment in AlbaCo Limited
In June 2025 the Company announced it had invested £750,000 into AlbaCo
Limited. The investment represented the first investment under the new
strategy for Caledonian.
Part disposal of shares in EnSilica plc
After the year end the Company disposed of 100,000 shares at an average price
of 33p per share, generating gross proceeds of £32,712 for the Company.
Following the disposals Caledonian remained interested in 141,707 ordinary
shares.
Part disposal of shares in Finseta plc
After the year end the Company disposed of 50,000 shares at an average price
of 35p per share, generating gross proceeds of £17,405 for the Company.
Following the disposals Caledonian remained interested in 150,000 ordinary
shares.
Disposal of holding in Skillcast Group plc
After the year end the Company disposed of its entire shareholding at a price
of 42p per share, generating gross proceeds of £234,879 for the Company.
Disposal of holding in Conduit Pharma Inc
After the year end the Company disposed of its entire shareholding at a price
of 13p per share, generating gross proceeds of £1,299 for the Company.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR KKLFLEKLEBBQRecent news on Caledonian Holdings
See all newsREG - Caledonian Holdings - Further investment in AlbaCo Limited
AnnouncementREG - Caledonian Holdings - Further investment in AlbaCo Limited
AnnouncementREG - Caledonian Holdings - Final results for the year ended 31 March 2025
AnnouncementREG - Caledonian Holdings - Update on Proposed Fundraising
AnnouncementREG - Caledonian Holdings - Result of GM and update re. proposed fundraising
Announcement