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REG - DSW Capital PLC - Half Year Results

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RNS Number : 6107I  DSW Capital PLC  24 November 2025

 

24 November 2025

 

HALF YEAR RESULTS

Network Revenue up 32% with continued Fee Earner growth

 

DSW Capital, a profitable, mid-market, challenger professional services
platform and owner of the Dow Schofield Watts and the DR Solicitors brands, is
pleased to announce its half year results for the six-month period ended 30
September 2025 ("H1 FY26" or the "Period"), delivering strong growth in
revenue and adjusted EBITDA, underpinned by continued expansion in fee earner
numbers, reinforcing its scalable platform model and long-term growth
strategy.

 

The Board is pleased to confirm that trading remained resilient and in line
with management expectations, reflecting the strength of our diversified
portfolio and ability to generate sustainable returns while investing for
future growth.

 

Financial highlights

 

 ·   Adjusted EBITDA rose significantly to £0.7m (H1 FY25: £0.1m), reflecting a
     full six-month contribution from DR Solicitors, acquired in November 2024
 ·   Network Revenue increased by 32% to £10.3m, driven by the acquisition of DR
     Solicitors, and growth within existing DSW licensee businesses
 ·   Cash conversion was strong, with cash at 30 September 2025 of £2.2m after a
     £1m loan repayment of the £3.0 million OakNorth Bank revolving credit
     facility
 ·   Strong balance sheet with net assets of £10.2m (FY25: £10.0m)
 ·   Intention to maintain progressive dividend policy - interim dividend of 1.2p
     per share declared, representing an increase on the prior year from 1.0p

 

Operational highlights

 

 ·   Fee Earners up 29% YoY to 144 at the Period end (H1 25: 112), with 49 Partners
     across 24 businesses supporting the continued revenue growth of the group
 ·   Better balance of fee generation, with 32% weighted towards M&A in H1 FY26
     (H1 25: 67%), following acquisition of DR Solicitors in November 2024
 ·   New corporate legal team, specialising in dental and pharmacy, added to DR
     Solicitors in October 2025
 ·   Number of Fee Earners using the DR Solicitors platform increased to 26 at the
     Period end, up from 20 on acquisition
 ·   36 award nominations across the Network and Dow Schofield Watts ranked as the
     UK's 12th most active corporate finance advisor in H1 FY26, according to
     Experian MarketIQ
 ·   Head of Recruitment appointed in August 2025 to bring top talent to the DSW
     platform

 

Current trading and outlook

 

 ·   The Group's financial results are typically weighted towards the second half
     of the year
 ·   DSW Capital is now a more diversified and resilient business, with
     significantly reduced reliance on M&A activity
 ·   The business continues to trade well but the Board remains mindful of ongoing
     geo-political and economic uncertainties, particularly regarding the
     forthcoming Budget
 ·   The Board remains firmly focused on:

     -      Driving sustainable growth

     -      Expanding the network of fee earners

     -      Delivering strong results for all stakeholders

 

Shru Morris, Chief Executive Officer, said:

 

"Firstly, I would like to thank all our licensees for their continued
commitment to DSW and their contribution to a good set of results. We are
encouraged by the Group's performance in the first half of the year, which
demonstrates the resilience, scalability, and potential of our platform. The
integration of DR Solicitors has gone well. We continue to experience strong
demand for our services across key sectors, with annual consultant growth
exceeding 30 per cent and the recruitment of a new Corporate Legal team
specialising in Dental and Pharmacy work.

 

"Whilst we, as a board, are ever mindful of the potential for market
disruption which may result from the current geo-political and economic
uncertainty, we are confident in the prospects for our businesses and our
strategy to build shareholder value over the long term. Our focus remains
firmly on driving sustainable growth, expanding our network of fee earners,
and delivering results for all our stakeholders."

 

Online Investor Presentation

 

The management team will host an online H1 25 Results presentation on
Wednesday 26 November 2025 at 4.30pm. Anyone wishing to join the presentation
should register with Investor Meet Company at
https://www.investormeetcompany.com/dsw-capital-plc/register-investor
(https://gbr01.safelinks.protection.outlook.com/?url=https%3A%2F%2Fwww.investormeetcompany.com%2Fdsw-capital-plc%2Fregister-investor&data=05%7C02%7CCat%40rfpr.co.uk%7Cd102066daee14084aaef08de28fd5673%7C380097a888be455d81c649770f277d04%7C0%7C0%7C638993265731455301%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=eDP0eZ6TQgM4hpM74iJqD59fS0tyDh2RCswY1VhBi00%3D&reserved=0)
.

 

Definitions:

 

Adjusted EBITDA - Adjusted EBITDA is defined as adjusted profit before tax
adjusted to add back impairment of loans due from associated undertakings,
finance costs, depreciation, amortisation and deduct finance income.

 

Adjusted profit before tax - Adjusted profit before tax which is defined as
profit before tax adjusted for items not considered part of underlying
trading, which in the current and prior period represents share-based payments
and amortisation of intangible assets recognised on acquisition accounting, is
a non-GAAP metric used by management and is not an IFRS disclosure.

 

Network Revenue - Network Revenue is defined as total revenue earned by
licensees and DR Solicitors, as opposed to total revenue reported by the
Company.

 

Total income - Statutory Revenue from DSW licensees and DR Solicitors plus
share of results of associates

 

Enquiries:

 

 DSW Capital                                                 Tel: +44 (0) 1928 378 100

 Shru Morris, CEO

 James Dow, Executive Director

 Pete Fendall, CFOO

 Shore Capital (Nominated Adviser & Broker)                  Tel: +44 (0)20 7408 4090

 James Thomas/Mark Percy/George Payne (Corporate Advisory)

 Guy Wiehahn (Corporate Broking)

 Rawlings Financial PR Limited                               dswcapital@rfpr.co.uk (mailto:dswcapital@rfpr.co.uk)

 Cat Valentine                                               Tel: +44 (0) 7715 769 078

 

 

About DSW Capital

 

DSW Capital, owner of the Dow Schofield Watts and DR Solicitors brands, is a
profitable, mid-market, challenger professional services network with a cash
generative business model and scalable platform for growth. Originally
established in 2002, by three KPMG alumni, Dow Schofield Watts is one of the
first platform models disrupting the traditional model of accounting
professional services firms. DSW Capital operates licensing arrangements with
its businesses and has over 140 Fee Earners across 12 offices in the UK. These
businesses trade primarily under the Dow Schofield Watts and DR Solicitors
brands.

 

DSW Capital's vision is for our brands to become the most sought-after
destinations for ambitious, entrepreneurial professionals to start and develop
their own businesses. Through a licensing model, DSW Capital gives
professionals the autonomy and flexibility to fulfil their potential.

 

Being part of the DSW Capital group brings support benefits in recruitment,
funding and infrastructure. DSW Capital's challenger model attracts
experienced, senior professionals, predominantly with a "Big 4" accounting
firm or "Magic Circle" legal background, who want to launch their own
businesses and recognise the value of DSW Capital's brands and the synergies
which come from being part of the network.

 

DSW Capital aims to scale its agile model through organic growth, geographical
expansion, additional service lines and acquisitions. The Directors are
targeting high margin, complementary, niche service lines with a strong
synergistic fit with the existing network.

 

CHIEF EXECUTIVE OFFICER'S STATEMENT

 

I am pleased to report on the Group's results for six months to 30 September
2025. The first half of FY26 was a period of strong progress for DSW Capital.
Trading remained resilient and in line with management expectations, with the
Group delivering robust revenue growth, improved profitability, and
maintaining a strong balance sheet. Our strategic focus on the expansion of
legal services and the optimisation of our licensing model continues to
underpin our performance. The integration of DR Solicitors, acquired in
November 2024, has been a key driver of growth and diversification.

 

Network Revenue in H1 FY26 was £10.3m (H1 FY25: £7.8m), resulting in
Total Income in the Period of £2.8m (H1 FY25: £1.1m) and
Adjusted EBITDA of £0.7m (H1 FY25: £0.1m).

 

Cash at the half year end was in line with management expectations
at £2.2m (30 September 2024: £2.3m), reflecting strong operating cash
conversion of 133% for the Period and a £1.0m repayment of the £3.0m
OakNorth Bank revolving credit facility in June 2025, which was obtained to
partially fund the acquisition of DR Solicitors.

 

These results are driven by the success of our excellent licensees and
colleagues and the Board thanks everyone for their resilience, hard work, and
commitment to DSW and the DR Solicitors brands.

 

To continue building and strengthening our business, we centred our
recruitment strategy in the Period on organic growth and the expansion of the
number of consultants on the DR Solicitors platform. We achieved annual
consultant growth of over 30% and, in October 2025, we successfully onboarded
a new Corporate Legal team specialising in dental and pharmacy law,
diversifying our healthcare offering and increasing our headcount.

 

Our priority remains the creation of shareholder value through sustained Fee
Earner growth, and our progress is clearly demonstrated below:

 

                    FY24  H1 FY25  FY25  H1 FY26
 Partners           50    49       51    49
 Employees          57    63       66    71
 Consultants        -     -        19    24
 Total Fee Earners  107   112      136   144

 

Vision and strategy

 

We are delivering on our vision to empower professionals to start and grow
their own businesses. Our strategy is to scale the Group through organic
growth, the addition of new service lines, and expansion of our geographic
footprint, complemented by selective acquisitions where there is a clear
strategic fit.

 

We operate in a large and growing mid-market professional services sector,
which presents significant opportunities to capture market share through our
differentiated, partner-led model.

 

Partner recruitment remains a strategic priority as traditional equity
partnership models in professional services face increasing pressures and
private equity continues to reshape the competitive landscape; an opportunity
DSW Capital is well positioned to seize. To accelerate this, we have
introduced our Pathway to Partner programme, a career-enhancing initiative
designed for senior professionals and Directors, enabling them to progress
rapidly towards partnership and hope to create a strong pipeline of future
leaders under the Dow Schofield Watts brand.

The number of Fee Earners in the Network is now 144, a 76% increase since our
IPO in December 2021. The acquisition of DR Solicitors has contributed
significantly to our progress and the integration of this business onto our
platform is going well.

 

The Group continues to experience strong demand across key service lines.
Annual consultant growth exceeded 30% and, in October 2025, we welcomed the
addition of a new Corporate legal team, specialising in dental and pharmacy
work, strengthening our healthcare legal offering.

 

Our ability to convert growth into profitability and cash generation
underscores the strength and scalability of business model. The acquisition of
DR Solicitors has broadened our service offering and strengthened our
platform, positioning us to capture a greater share of the mid-market
professional services sector. Building on this foundation, we are opening the
platform to consultants who bring their own client work and teams seeking to
establish their own businesses, creating new revenue streams and accelerating
growth through a more flexible approach to recruitment.

 

People

 

It is an honour to lead this business, as I have since April 2025, and to
succeed James Dow, Executive Director and Co-Founder of a pioneering brand
that supports entrepreneurship and offers a viable and distinguished
alternative for top-quality professionals in the UK.

 

From 1 January 2026, James will transition to the role of Non-Executive
Director. James has played a pivotal role in the firm's success since he
founded it and remains an outstanding ambassador for both DSW and the Pandea
Networks. I would like to express my sincere thanks to him for his unwavering
support and invaluable counsel, helping me succeed in my new role.

 

Dividend

 

We maintain a robust cash position with cash balances of £2.2m and the
Board is pleased to declare an interim dividend of 1.2p per share. The interim
dividend will be paid on 16 January 2026 to shareholders on the register
on 12 December 2025, with the shares going ex-dividend on 11 December 2025.

 

The year-on-year dividend increase underscores our confidence in the Group's
medium-term growth prospects and reinforces our commitment to delivering
sustainable returns through a progressive dividend policy.

 

 Current trading and outlook

 

The Group's strategic aim is to build a resilient and diversified group of
licensee businesses, as demonstrated by the acquisition of DR Solicitors in
November 2024. Following this acquisition, the Group's dependency on M&A
activity reduced significantly and in line with management expectations, with
M&A as a percentage of Network revenue at 32% in the Period, compared to
67% in H1 FY25.

 

The Group's results are typically weighted towards the second half of the
financial year, due to the timing of profit share income recognition and
traditionally heightened M&A activity ahead of the tax year-end.

 

While mindful of geo-political and economic uncertainties, particularly around
the upcoming Budget, the Group remains financially strong, with robust cash
generation, a scalable model, and a limited fixed cost base. We remain
committed to delivering sustainable growth and long-term shareholder value and
confident in the Group's prospects over the long term.

 

Shru Morris

Chief Executive Officer

 

INTERIM CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the six month period ended 30 September 2025

 

                                                                         6 months ended                                              6 months ended

                                                                         30 Sept 2025                                                30 Sept 2024
                                                                   Note  £'000                                                       £'000
 Continuing operations
 Revenue                                                           6     2,788                                                       1,088
 Cost of sales                                                           (601)                                                       -
 Gross profit                                                            2,187                                                       1,088
 Share of results of associates                                          8                                                           9
 Share of results of jointly controlled entity                           (3)                                                         37
 Administrative expenses                                                 (1,877)                                                     (1,144)
 Operating profit / (loss)                                               315                                                         (10)

 Finance income                                                          95                                                          125
 Finance costs                                                           (173)                                                       (14)

 Profit before tax                                                                                         237                       101

 Income tax                                                              (97)                                                        (35)

 Profit for the half-year                                                140                                                         66
 Total comprehensive income attributable to owners of the Company        140                                                         66
 Earnings per share
 From continuing operations
 Basic                                                             4     £0.006                                                      £0.003
 Diluted                                                           4     £0.005                                                      £0.003

 

INTERIM CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the six month period ended 30 September 2025

 

                                                     Note      As at                                               As at

                                                               30 Sept 2025                                        31 March 2025
                                                               £'000                                               £'000
 Non-current assets
 Intangible assets                                             6,760                                               6,952
 Property, plant and equipment                                 243                                                 297
 Lease receivable                                              3                                                   31
 Investments                                         9         1,512                                               1,507
 Investments in associates                           9         80                                                  182
 Interests in jointly controlled entities            9         40                                                  73
 Prepayments and Accrued Income                      10        728                                                 744
                                                               9,366                                               9,786
 Current assets
 Trade receivables                                   10        1,200                                               1,354
 Prepayments and Accrued Income                      10        689                                                 839
 Other receivables                                   10        564                                                 763
 Lease receivable                                              53                                                  50
 Cash and bank balances                                        2,240                                               2,683
                                                               4,746                                               5,689
 Total assets                                                  14,112                                              15,475

 Current liabilities
 Trade payables                                                418                                                 499
 Other taxation                                                326                                                 410
 Other payables                                                44                                                  71
 Accruals and Deferred Income                                  320                                                 553
 Current tax liabilities                                       106                                                 202
 Lease liability                                               137                                                 162
                                                               1,351                                               1,897
 Net current assets                                            3,395                                               3,792

 Non-current liabilities
 Bank loan                                                     1,824                                               2,771
 Deferred tax provision                                        607                                                 649
 Lease liability                                               4                                                   58
 Dilapidation provision                                        87                                                  85
                                                                                          2,522                    3,563
 Total liabilities                                             3,873                                               5,460
 Net assets                                                    10,239                                              10,015

 Equity
 Share capital                                                 63                                                  63
 Share premium                                                 5,268                                               5,268
 Share-based payment reserve                                   510                                                 575
 Merger reserve                                                1,738                                               1,738
 Retained earnings                                             2,660                                               2,371
 Total Equity attributable to owners of the Company            10,239                                              10,015

 

The interim statements were approved and authorised for issue by the Board of
Directors on 21 November 2025 and were signed on its behalf by Pete Fendall,
Chief Finance and Operating Officer.

 

INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the six month period ended 30 September 2025

                            Share capital  Share premium  Share-based payments reserve  Merger reserve  Retained earnings  Total equity
                            £'000          £'000          £'000                         £'000           £'000              £'000
 Balance at 1 April 2024    55             5,268          498                           -               1,767              7,588
 Profit for the half-year   -              -              -                             -               66                 66
 Dividends                  -              -              -                             -               (161)              (161)
 Share-based payments       -              -              52                            -               -                  52
 Issue of shares in period  -              -              -                             -               -                  -
 Balance at 30 Sept 2024    55             5,268          550                           -               1,672              7,545
 Profit for the half-year   -              -              -                             -               918                918
 Dividends                  -              -              -                             -               (246)              (246)
 Share-based payments       -              -              52                            -               -                  52
 Issue of shares in period  8              -              -                             1,738           -                  1,746
 Reserve transfer           -              -              (27)                          -               27                 -
 Balance at 1 April 2025    63             5,268          575                           1,738           2,371              10,015
 Profit for the half-year   -              -              -                             -               140                140
 Dividends                  -              -              -                             -               -                  -
 Share-based payments       -              -              84                            -               -                  84
 Reserve transfer           -              -              (149)                         -               149                -
 Balance at 30 Sept 2025    63             5,268          510                           1,738           2,660              10,239

 

 

INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

For the six month period ended 30 September 2025

 

                                                                                    6 months ended      6 months ended

                                                                                    30 Sept 2025        30 Sept 2024
                                                                              Note  £'000               £'000

 Profit for the half-year                                                           140                 66
 Adjustments for:
 Income tax expense                                                                 97                  35
 Net finance costs / (interest income)                                              78                  (111)
 Depreciation of property, plant and equipment                                      82                  78
 Amortisation of intangible assets                                                  193                 22
 Share-based payment expense                                                        84                  52
 Operating cash inflows before movements in working capital                         674                 142
 Decrease / (Increase) in trade and other receivables                               514                 (215)
 Decrease in trade and other payables                                               (425)               (166)
 Decrease in amounts owed from associates and jointly controlled entities in        135                 60
 relation to profit share
 Cash generated in / (used by) operations                                           898                 (179)
 Income taxes (paid) / received                                                     (236)               9
 Net cash inflow / (outflow) from operating activities                              662                 (170)

 Investing activities
 Purchases of property, plant and equipment                                         (27)                (32)
 Net cash used in investing activities                                              (27)                (32)
 Financing activities
 Loan financing repaid                                                              (1,000)             -
 Dividends paid                                                               8     -                   (161)
 Lease payments                                                                     (87)                (90)
 Lease receivable amounts received                                                  28                  32
 Interest (paid) / received                                                         (19)                120
 Net cash used in financing activities                                              (1,078)             (99)

 Net decrease in cash and cash equivalents                                          (443)               (301)
 Cash and cash equivalents at beginning of half-year                                2,683               2,632
 Cash and cash equivalents at end of half-year                                      2,240               2,331

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL INFORMATION
 
1. General Information

 

DSW Capital plc, registered as a public company in England and Wales, with
registered number: 07200401. The principal activity of the Company and its
subsidiaries, DSW Services LLP, DSW Operations Limited and DR Solicitors
Limited (together referred to as the 'Group') is the licensing of the Dow
Schofield Watts and associated brand names for use in the professional
services sector, whilst providing legal services under the DR Solicitors brand
name.

 

The address of the Company's registered office is:

7400 Daresbury Park

Daresbury

Warrington

WA4 4BS

 

The interim condensed consolidated financial information is presented in
Pounds Sterling (£), which is the currency of the economic environment in
which the Group operates. All amounts are rounded to the nearest thousand
(£'000) except when noted.

 

2. Basis of preparation

 

This condensed consolidated interim financial information for the 6 months to
30 September 2025 has been prepared in accordance with IAS 34 'Interim
financial reporting' and also in accordance with the measurement and
recognition principles of UK adopted international accounting standards. It
does not include all of the information required for full annual financial
statements and should be read in conjunction with the Annual Report and
Accounts for the year ended 31 March 2025. A copy of the statutory accounts
for that year has been delivered to the Registrar of Companies. The auditors
reported on those accounts: their report was unqualified, did not draw
attention to any matters by way of emphasis and did not contain a statement
under section 498 (2) or (3) of the Companies Act 2006. This condensed
consolidated interim financial information does not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006.  The
Interim Report has not been audited or reviewed in accordance with the
International Standard on Review Engagement 2410 issued by the Auditing
Practices Board.

 

Significant Accounting Policies

The accounting policies used in the preparation of the interim financial
information for the six months ended 30 September 2025 are in accordance with
the recognition and measurement criteria of UK Adopted International
Accounting Standards and are consistent with those which were adopted in the
annual statutory financial statements for the year ending 31 March 2025.

 

Use of estimates and judgements

There have been no material revisions to the nature of estimates and
judgements of amounts reported in prior periods.

 

Going concern

The interim financial information has been prepared on a going concern basis
as the Directors have reasonable expectation that the Group has adequate
resources to continue in operational existence for the foreseeable future.

 

In considering the appropriateness of the going concern basis of preparation,
the Directors have considered the cash balance and the forecasts for the next
twelve months following the date of this report, which includes detailed cash
flow forecasts and working capital availability. These forecasts show that
sufficient resources remain available to the business for the foreseeable
future in order to meet its operational and financial obligations as they fall
due.

 

The Group has a significant cash balance of £2.2m, has a model which is
strongly cash generative and a limited fixed cost base. At 30 September 2025,
the Group has net assets of £10.2m (March 2025: £10.0m) and net current
assets of £3.4m (March 2025: £3.8m) which reflects the strong financial
position for the Group. In addition, the Group is profitable with adjusted
EBITDA of £0.7m in the 6-month period to 30 September 2025.

 

The Group has prepared detailed cash flow forecasts and stress-tested various
scenarios, all of which indicate that the Group will maintain adequate
liquidity throughout the forecast period. Furthermore, the Group remains in
full compliance with all financial covenants associated with its borrowing
facilities. Based on current forecasts and financial performance, management
expects to continue to meet these covenants for the foreseeable future.

 

Accounting Developments

In the current year, the Group has applied a number of amendments to IFRS
accounting standards issued by the International Accounting Standards Board
(IASB) that are mandatorily effective for an accounting period that begins on
or after 1 January 2025. Their adoption has not had any material impact on the
disclosures or on the amounts reported in these financial statements.

 

 Amendment to IAS 21  The Effects of Changes in Foreign Exchange Rates

 

3. Adjusted PBT

 

Adjusted PBT is utilised as a key performance indication for the Group and is
calculated as follows:

 

                                                                             Six months ended        Six months ended

                                                                             30 September 2025       30 September 2024
                                                                             £'000                   £'000
 Profit before tax                                                           237                     101
 Share based payments                                                        84                      52
 Amortisation of intangible assets recognised on acquisition accounting      172                     142
 Adjusted PBT                                                                493                     295

 

4. Earnings per share

 

From continuing operations

 

The calculation of the basic and diluted earnings per share is based on the
following data:

 

                                                                                    Six months ended 30 September 2025      Six months ended 30 September 2024
 Earnings                                                                           £'000                                   £'000
 Earnings for the purposes of basic earnings per share being net profit             140                                     66
 attributable to owners of the Company
 Effect of dilutive potential ordinary shares:                                      -                                       -
 Earnings for the purposes of diluted earnings per share                            140                                     66

                                                                                    Six months ended 30 September 2025      Six months ended 30 September 2024
 Number of shares
 Weighted average number of ordinary shares for the purposes of basic earnings      25,131,108                              21,414,175
 per share
 Effect of dilutive potential ordinary shares:
 Shares held in EBT                                                                 402,895                                 512,185
 Weighted average number of ordinary shares for the purposes of diluted             25,534,003                              21,926,360
 earnings per share

 

From continuing operations

                                 Six months ended 30 September 2025      Six months ended 30 September 2024
 Earnings                        £                                       £
 Basic earnings per share        0.006                                   0.003
 Diluted earnings per share      0.005                                   0.003

 

Adjusted earnings per share is included as an Alternative Performance Measure
('APM') and is not presented in accordance with IAS 33. It has been calculated
using adjusted earnings calculated as profit after tax but before:

·     Share-based payments expense

 

The calculation of adjusted basic and adjusted diluted earnings per share is
based on:

 

                                                                                Six months ended 30 September 2025      Six months ended 30 September 2024
                                                                                £'000                                   £'000
 Profit after tax on continuing operations                                      140                                     66
 Adjusted for:
 Share-based payment expense                                                    84                                      52
 Amortisation of intangible assets recognised on acquisition accounting         172                                     142
 Adjusted earnings for the purposes of adjusted basic and adjusted diluted      396                                     260
 earnings per share

                                                                                Six months ended 30 September 2025      Six months ended 30 September 2024
 Earnings                                                                       £                                       £
 Adjusted basic earnings per share                                              0.016                                   0.012
 Adjusted diluted earnings per share                                            0.016                                   0.012

 

Shares held in trust are issued shares that are owned by the Group's employee
benefit trusts for future issue to employees as part of share incentive
schemes. The future exercise of the share awards and options is the dilutive
effect of share awards granted to employees that have not yet vested, and
shares held by the group's employee benefit trust.

 

Shares held in trust are deducted from the weighted average number of shares
for basic earnings per share. For its adjusted basic measure, the Group uses
the weighted average number of ordinary shares.

 

5.Profit for the year

 

Profit for the year has been arrived at after charging/(crediting):

 

                                                    Six months ended 30 September 2025      Six months ended 30 September 2024
                                                    £'000                                   £'000
 Depreciation of property, plant and equipment      82                                      78
 Amortisation                                       193                                     22
 Employee pension                                   11                                      5
 Expected credit loss - licence fees                -                                       7
 Expected credit loss - outstanding loans           -                                       -
 Expected credit loss - profit share                -                                       (7)

 

6. Revenue

 

The disclosure of revenue by product line is consistent with the revenue
information that is disclosed for each reportable segment under IFRS 8.

 

Disaggregation of revenue

 

                                       Six months ended 30 September 2025      Six months ended 30 September 2024
                                       £'000                                   £'000
 External revenue by product line
 Licence Fee Income                    1,259                                   1,081
 Profit Share Income                   1                                       7
 Legal Fee Income                      1,528                                   -
 Total Revenue                         2,788                                   1,088

 

A further breakdown of revenue by reporting line is shown below:

                                                                        Six months ended 30 September 2025      Six months ended 30 September 2024
                                                                        £'000                                   £'000
 External revenue by reporting line
 Licence fees attributable to Mergers & Acquisitions (M&A)              892                                     722
 Licence fees attributable to Other                                     367                                     359
 Profit share attributable to M&A                                       1                                       7
 Legal fee income                                                       1,528                                   -
 Total Revenue                                                          2,788                                   1,088

 

7. Taxation

 

Tax for the period is charged at 25% (6 months ended 30 September 2024: 25%;
year ended 31 March 2025: 25%), representing the best estimate of the average
annual effective tax rate expected for the full year, applied to the pre-tax
income of the 6 month period.

 

8. Dividends

 

The final ordinary dividend for the year ended 31 March 2025 of £0.02 per
share, as proposed in the 31 March 2025 financial statements and approved at
the Group's AGM was paid on 1 October 2025.

 

In addition, since the end of the half-year the Directors have recommended the
payment of an interim dividend of 1.20 pence per fully paid ordinary share.
The proposed interim dividend was approved by the Board on 21 November 2025.
The dividend will be paid on 16 January 2026 to shareholders on the register
on 12 December 2025 with the shares going ex-dividend on 11 December 2025.

(ISIN: GB00BNG9H550 and TIDM: DSW.)

 

In accordance with IAS10 "Events after the Balance Sheet Date", these
dividends have not been reflected in the Interim Report.

 

9. Investments

 

                                            Group                        Group
                                            As at 30 September 2025      As at 31 March 2025
                                            £'000                        £'000
 Investment in Associates                   80                           182
 Investment in jointly controlled entities  40                                                         73
 Other investments                          1,512                        1,507
 Total Investments                          1,632                        1,762

 

The movement in Investment in Associates and Investments in jointly controlled
entities is included in the cashflow statement as an increase in amounts owed
from associates.

 

Where long-term loans are made to licensees, which are disclosed within "Other
investments" above, the Directors of the Company have accounted for them as
investments under IFRS 9. These loans are accounted for using the amortised
cost method.

 

10. Trade and other receivables

 

                                 Group                         Group

                                 As at 30 September 2025       As at 31 March 2025
                                 £'000                         £'000
 Trade receivables               1,380                         1,534
 Loss allowance                  (180)                         (180)
                                 1,200                         1,354
 Other receivables               993                           1,192
 Loss Allowance                  (429)                         (429)
                                 564                           763
 Prepayments and Accrued Income  1,430                         1,596
 Loss Allowance                  (13)                          (13)
                                 1,417                         1,583
                                 3,181                         3,700

 

Included in prepayments and accrued income are contract assets amounting to
£721k (March 2025: £733k) due in greater than one year.

 

Other receivables are made up from loans due from licensees, and prepayments
and accrued income relates to profit share due from licensees and contract
assets. Amounts due from subsidiary undertakings, in other receivables on the
company statement of financial position, are interest free and repayable on
demand and have been classified as due in greater than one year.

 

Contract Assets

 

Amounts relating to contract assets, which are disclosed within prepayments
and accrued income above, are balances that can be classified as incremental
costs of obtaining a revenue contract. These include the breakout incentives
which provide businesses with an initial free-cash injection, as well as the
below-market element of loans offered to licensee businesses.

 

Amortisation is recognised on a straight-line basis over the life of the
contract. The average remaining length of contract to which these assets
relate is 20.5 years. In the period ended 30 September 2025, amortisation
amounting to £7k was recognised within admin expenses (year ended 31 March
2025: £49k was recognised in admin expenses).

 

                                              As at 30 September 2025        As at 31 March 2025
                                             £'000                          £'000
 Contract assets
 Breakout Incentives                         323                            330
 Below Market Element of Loans to Licensees  422                            428
                                             745                            758

 Current                                     24                             25
 Non-Current                                 721                            733
 Total Contract assets                       745                            758

 

11. Related party transactions

 

Balances and transactions between the Company and its subsidiaries, which are
related parties, have been eliminated on consolidation and are not disclosed
in this note.  Transactions between the Group and its related parties are
disclosed below.

 

Related parties are those licensees where the Company is a member of the
related LLP.

 

Revenue and Cost Recharges

Group entities entered into the following transactions with related parties
who are not members of the Group. All entities other than DSW Investments 2
LLP are licensee businesses. DSW Investments 2 LLP is an entity owned by
current shareholders.

 

                          Six months ended 30 September 2025      Six months ended 30 September 2024
                          Revenue and Cost Recharges              Revenue and Cost Recharges
                          £'000                                   £'000
 PHD Industrial Holdings  58                                      104
 DSW Investments 2 LLP    (56)                                    (54)
 Other investments        286                                     354
 Totals                   288                                     404

 

Other investments relate to routine and similar transactions which arose in
the ordinary course of business, with DSW CF Leeds, DSW TS Leeds and DSW
Business Recovery.

 

Amounts due from/to related parties

Group entities had the following balances, including loans to related parties,
outstanding at period end with related parties who are not members of the
Group:

 

                          30 September 2025                                           30 September 2024
                          Amounts due from/(to) related parties                       Amounts due from/(to) related parties
                          £'000                                                       £'000
 PHD Industrial Holdings  -                                                           15
 DSW Investments 2 LLP    (33)                                                        (36)
 Other investments        173                                                         195
 Totals                                                      140                      174

 

 

 

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