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REG - Duke Capital - Interim Financial Results

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RNS Number : 1619K  Duke Capital Limited  04 December 2025

4 December 2025

 

Duke Capital Limited

("Duke Capital", "Duke" or the "Company")

 

Interim Financial Results for the six months to 30 September 2025

 

Resilient performance with platform for growth

 

Duke Capital Limited (AIM: DUKE), a leading provider of hybrid capital
solutions for SME business owners in Europe and North America, is pleased to
announce its interim results for the six months ended 30 September 2025
("Interim 2026").

 

Financial and Operational Highlights:

 

·           Recurring cash revenue* totalled £13.2 million, an
increase of 3% on Interim 2025 (£12.7 million)

·         Total cash revenue also £13.2 million, down 3% from the
prior period (Interim 2025: £13.5 million) due to the absence of investment
exits

·         Free cash flow** of £5.9 million, in line with Interim
2025 (£5.9 million), despite no investment exits in the period

·         Continued disciplined investment strategy with over £15
million of deployments made into existing Capital Partners during the period

·           Cash operating expenses of £2.1 million, down 21% from
Interim 2025 (£2.6 million)

·           Cash dividends of 1.40 pence per share paid during the
period (Interim 2025: 1.40 pence per share)

·           Cumulative dividends of 21.40 pence per share paid over
33 consecutive quarters since inception

 

Post-Period End Highlights:

 

·        £6.8 million of recurring cash revenue expected in Q3 FY26,
representing a 5% year-on-year increase (Q3 FY25: £6.5 million)

·        In October 2025, invested £3.7 million into Step
Investments Limited to acquire the Irish commercial radio station Galway Bay
FM

 

* Recurring cash revenue excludes exit premiums and cash gains from the sale
of equity investments

** Free cash flow is defined as net cash inflows from operations plus cash
gains from the sale of equity investments less net transaction costs less
interest paid on borrowings

 

Nigel Birrell, Chairman of Duke Capital, said: "Our resilient performance over
the first half once again highlights the strength and reliability of Duke's
model. In a period where many SMEs continue to face challenging conditions,
we've remained focused on supporting our partners' growth ambitions and
maintaining stable returns for shareholders.

 

"Looking ahead, any easing of borrowing costs would be beneficial for Duke,
lowering our own financing costs while improving our relative attractiveness
to income-focused shareholders thanks to our strong yield profile. With a
robust balance sheet and disciplined investment approach, Duke Capital is well
placed to build on its strong foundations."

 

For further information, please visit https://dukecapital.com/
(https://dukecapital.com/) or contact:

 

 Duke Capital Limited                                                    Neil Johnson / Charles Cannon Brookes / Hugo Evans  +44 (0) 1481 231 816

 Cavendish Capital Markets Limited (Nominated Adviser and Joint Broker)  Stephen Keys / Callum Davidson / Michael Johnson    +44 (0) 207 220 0500

 Canaccord Genuity Limited                                               Adam James / Harry Rees                             +44 (0) 207 523 8000

 (Joint Broker)

 SEC Newgate (Financial Communications)                                  Robin Tozer / Alice Cho / Gwen Samuel               +44 (0) 20 3757 6882 dukecapital@secnewgate.co.uk

 

Duke Capital Portfolio

 

A full list of Duke's current partners is included for reference on the
Partners page of the Company's website: www.dukecapital.com/partners
(http://www.dukecapital.com/partners) .

 

About Duke Capital

 

Duke is a leading provider of hybrid capital solutions for SME business owners
in Europe and North America, combining the best features of both equity and
debt.

 

Since 2017, Duke has provided unique long-term financing which eliminates
re-financing risk and necessity for a short-term exit by providing a unique
'corporate mortgage' while also aligning its returns to grow with the success
of the business.

 

Duke is focused on generating attractive risk-adjusted returns for
shareholders and has a track record of achieving this across market cycles.
It's three investment pillars are capital preservation, attractive dividend
yield, and to provide upside upon exits.

 

Duke is listed on the AIM market under the ticker DUKE and is headquartered in
Guernsey.

 

 
CHAIRMAN'S REPORT

 

Dear Shareholder,

 

I am pleased to report that during the first half of the financial year, Duke
Capital has delivered another period of solid performance, reflecting the
strength of our model and the quality of our portfolio. The Group continued to
generate strong recurring cash revenue and deploy capital prudently to support
our long-term partners in achieving their growth objectives.

 

During the period, we deployed over £15 million across six existing capital
partners, to enable our partners to pursue strategic acquisitions and organic
expansion. The largest of these was a £6.0 million investment into Integrum
Group Holdings Limited, facilitating the acquisition of Swanborough House, a
long-standing UK freehold care home. All these deployments have contributed to
the continued maturity and cash generation of the portfolio, reinforcing
Duke's capacity to deliver sustainable growth and shareholder returns.

 

Since the period end, the Company has also announced a follow-on investment of
£3.7 million into Step Investments Limited. These funds allowed Step to
acquire the Irish commercial radio station Galway Bay FM, further
demonstrating Duke's disciplined approach of providing its existing partners
with capital to acquire well-established, cash-generative businesses

 

Market Environment and Outlook

 

The steady growth in our investment portfolio has been delivered against what
must be viewed as a tough SME market backdrop, particularly in the UK economy.
Inflationary pressures in the UK have remained stubbornly high, resulting in
the UK having higher interest rates and borrowing costs compared to other
wealthy OECD countries. Furthermore, persistently weak macroeconomic data
releases have led to a challenging market backdrop with credit conditions
tightening and consumer discretionary spend either being curtailed or delayed.

 

Similarly, improving market conditions are a prerequisite for making headway
with potential third party capital partners who are aligned with our long-term
vision. Our efforts continue to have sustainable growth both organically
inside the portfolio and through new third party capital. However, growth must
serve long-term shareholder value by being on accretive terms - not growth for
its own sake.

 

Despite these current market headwinds, market consensus, especially following
the recent UK Budget,  does point towards a gradual reduction in interest
rates over the next 12 to 18 months to put the UK economy more in line with
its OECD peers. Any such movement would be beneficial to Duke, lowering its
own borrowing costs while improving the Company's relative attractiveness to
income-focused investors given its strong yield profile.

 

While investor sentiment across UK small-cap equities remains cautious, Duke's
differentiated offering; providing long-term, secured debt capital to
profitable private businesses in the UK, Ireland and North America, continues
to demonstrate resilience and relevance. The Group's diversified portfolio,
recurring cash revenue base and low central overhead underpin a robust balance
sheet and high visibility of future cash generation and dividends.

 

Looking ahead, Duke Capital remains focused on new capital sources while
continuing disciplined capital allocation through the continued support of its
portfolio companies buy-and-build strategies. The Board remains confident in
the Company's ability to deliver attractive returns and long-term value to
shareholders.

 

 

Nigel Birrell

Chairman

 

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

 

                                                    Note                          Period to      Year to      Period to
                                                                                  30-Sep-25      31-Mar-25    30-Sep-24
                                                                                  (unaudited)    (audited)    (unaudited)
                                                                                  £000           £000         £000
 Cash flows from operating activities
 Receipts from hybrid credit investments            6                             12,244         25,000       12,775
 Receipts of interest from term credit investments  7                             -              158          117
 Other operating receipts                                                         906            1,419        652
 Operating expenses paid                                                          (2,069)        (4,186)      (2,614)
 Payments for hybrid credit participation fees      9                             (66)           (87)         (46)
 Tax paid                                                                         (585)          (781)        (607)
 Net cash inflow from operating activities                                        10,430         21,523       10,277

 Cash flows from investing activities
 Hybrid credit investments advanced                 6                             (13,870)       (24,500)     (15,322)
 Hybrid credit investments repaid                   6                             -               3,987       3,987
 Term credit investments advanced                   7                             -              (2,286)      -
 Equity investments purchased                       8                             (1,034)        (370)        -
 Equity dividends received                          8                             -              21           21
 Receipt of deferred consideration                  10                            -               742         742
 Investments costs paid                                                           (319)          (462)        (273)
 Net cash outflow from investing activities                                       (15,223)       (22,868)     (10,845)

 Cash flows from financing activities
 Proceeds from share issue                          14                            -              23,500       -
 Share issue costs                                  14                            -              (1,394)      -
 Dividends paid                                     17                            (7,030)        (12,249)     (5,817)
 Proceeds from loans                                12                            -              17,000       17,000
 Interest paid                                      12                            (4,206)        (8,520)      (4,162)
 Other finance costs paid                                                         -              (4)          (4)
 Net cash (outflow) / inflow financing activities                                 (11,236)       18,333       7,017

 Net change in cash and cash equivalents                                          (16,029)       16,988       6,449

 Cash and cash equivalents at beginning of period / year                          19,767         2,896        2,896
 Effect of foreign exchange on cash                                               11             (117)        (164)

 Cash and cash equivalents at the end of period / year                            3,749          19,767       9,181

 

 

CONDENSED CONSOLIDATED STATEMENT OF INCOME

 

                                                  Period to      Year to      Period to
                                                  30-Sep-25      31-Mar-25    30-Sep-24
                                            Note  (unaudited)    (audited)    (unaudited)
                                                  £000           £000         £000
 Income
 Hybrid credit investment income            6     13,704         19,168       8,512
 Term credit investment income              7     -               158          117
 Equity investment income                   8     (2,579)        (5,849)       990
 Other operating income                            906            1,742        652
 Total Income                                     12,031         15,219       10,271

 Investment costs
 Transaction costs                                (38)           (114)        (115)
 Investment costs                                 (68)           (57)         -
 Due diligence costs                              30             (87)          36
 Total investment costs                           (76)           (258)        (79)

 Operating costs
 Administration and personnel                     (1,734)        (3,509)      (2,286)
 Legal and professional                           (205)          (449)        (258)
 Other operating costs                            (127)          (381)        (216)
 Expected credit losses                     7     -              78            -
 Share-based payments                       15    (264)          (409)        (427)
 Total operating costs                            (2,330)        (4,670)      (3,187)

 Operating profit                                 9,625          10,291       7,005

 Net foreign currency movement                    12             (99)         (163)
 Finance costs                              3     (4,568)        (9,454)      (4,689)

 Profit for the period before tax                  5,069          738         2,153

 Taxation (expense) / credit                4     (319)           1,267       (181)

 Total comprehensive income for the period         4,750          2,005       1,972

 Basic earnings per share (pence)           5     0.95           0.45         0.47
 Diluted earnings per share (pence)         5     0.95           0.45         0.47

 

 

All income is attributable to the holders of the Ordinary Shares of the
Company.

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

                                          30-Sep-25      31-Mar-25    30-Sep-24
                                    Note  (unaudited)    (audited)    (unaudited)
                                          £000           £000         £000
 Non-current assets
 Goodwill                           13    203            203           203
 Hybrid credit finance investments  6     201,224        190,100      185,871
 Term credit investments            7      -              2,322        5,382
 Equity investments                 8     15,021         15,812        16,873
 Trade and other receivables        10     -              -            1,574
 Deferred tax                       18     2,877          2,877        804
                                          219,325        211,314      211,378
 Current assets
 Hybrid credit finance investments  6     39,117         35,584       32,195
 Term credit investments            7      2,322          -           -
 Trade and other receivables        10     1,911          1,936       31
 Cash and cash equivalents                 3,749         19,767        9,181
 Current tax asset                         -              -            186
                                          47,099         57,287        41,593

 Total Assets                             266,424        268,601      252,300

 Current liabilities
 Hybrid credit debt liabilities     9     141            140           160
 Trade and other payables           11    315            444           416
 Borrowings                         12    663            723           736
 Current tax liability                     -             266          -
                                           1,119          1,573        1,312
 Non-current liabilities
 Hybrid credit debt liabilities     9     913            898           944
 Trade and other payables           11    823            967           992
 Borrowings                         12    88,033         87,611        87,189
                                          89,769         89,476        89,125

 Net Assets                               175,536        177,552      161,863

 Equity
 Shares issued                      14    195,045        195,045      172,939
 Share-based payment reserve        15    5,058          4,794         4,812
 Warrant reserve                    15    3,036          3,036         3,036
 Retained losses                    16    (27,603)       (25,323)     (18,924)

 Total Equity                             175,536        177,552      161,863

 

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 

                                                             Share-based
                                                  Shares     payment        Warrant    Retained    Total
                                            Note  issued     reserve        reserve    losses      equity
                                                  £000       £000           £000       £000        £000

 At 1 April 2024                                  172,939    4,385          3,036      (15,079)    165,281

 Total comprehensive income for the period         -         -              -          1,972       1,972

 Transactions with owners
 Share-based payments                       15    -          427            -          -           427
 Dividends                                  17    -          -              -          (5,817)     (5,817)
 Total transactions with owners                   -          427            -          (5,817)     (5,390)

 At 30 September 2024                             172,939    4,812          3,036      (18,924)    161,863

 Total comprehensive income for the period        -          -              -          33          33

 Transactions with owners
 Shares issued for cash                           23,500     -              -          -           23,500
 Share issuance costs                             (1,394)    -              -          -           (1,394)
 Share-based payments                       15    -          (18)           -          -           (18)
 Dividends                                  17    -                                    (6,432)     (6,432)
 Total transactions with owners                   22,106     (18)           -          (6,432)     15,656

 At 31 March 2025                                 195,045    4,794          3,036      (25,323)    177,552

 

 

 Total comprehensive income for the period      -          -        -        4,750       4,750

 Transactions with owners
 Share-based payments                       15  -          264      -        -           264
 Dividends                                  17  -          -        -        (7,030)     (7,030)
 Total transactions with owners                 -          264      -        (7,030)     (6,766)

 At 30 September 2025                           195,045    5,058    3,036    (27,603)    175,536

 

NOTES TO THE FINANCIAL STATEMENTS

 

1.       General Information

 

Duke Capital Limited ("Duke Capital" or the "Company") is a company limited by
shares, incorporated in Guernsey under the Companies (Guernsey) Law, 2008. Its
shares are traded on the AIM market of the London Stock Exchange.

 

Throughout the period, the "Group" comprised Duke Capital Limited and its
wholly owned subsidiaries; Duke Capital UK Credit Limited, Duke Capital US
Holdings, Inc and Duke Capital Employee Benefit Trust.

 

The Group's investing policy is to invest in a diversified portfolio of hybrid
credit finance and related opportunities.

 

2.       Significant accounting policies

 

2.1     Basis of preparation

 

The interim Condensed Consolidated Financial Statements of the Group have been
prepared in accordance with UK adopted international accounting standards, and
applicable Guernsey law, and reflect the following policies, which have been
adopted and applied consistently.

 

On 31 December 2020, IFRS as adopted by the European Union at that date was
brought into the UK law and became UK-adopted international accounting
standards, with future changes being subject to endorsement by the UK
Endorsement Board. The Group transitioned to UK-adopted international
accounting standards in its consolidated financial statements on 1 April 2021.
There was no impact or changes in accounting from the transition.

 

These condensed consolidated interim financial statements have been prepared
in accordance with International Accounting Standard ("IAS") 34 Interim
Financial Reporting, as adopted for use in the UK.

 

The accounting policies adopted in the preparation of the interim Condensed
Consolidated Financial Statements are consistent with those followed in the
preparation of the Consolidated Financial Statements of the Group for the year
ended 31 March 2025.

 

No new or revised standards or interpretations that have become effective
during the period ended 30 September 2025 have had a material effect on the
financial statements of the Group.

 

The Directors consider that the Group has adequate financial resources to
enable it to continue operations for a period of no less than 12 months from
the date of approval of the financial statements. Accordingly, the Directors
believe that it is appropriate to continue to adopt the going concern basis in
preparing the financial statements.

 

2.2     Going concern

 

In assessing the going concern basis of accounting the Directors have had
regard to the guidance issued by the Financial Reporting Council. After making
enquiries and bearing in mind the nature of the Company's business and assets,
the Directors consider that the Company has adequate resources to continue in
operational existence for the foreseeable future.

 

The cash flow needs of the Group have been assessed taking account the need
for further funding for any of the existing hybrid credit partners and the
ongoing working capital needs of the business against the current cash and
liquidity of the Group.

 

2.3     Material accounting policies

 

In the application of the Group's accounting policies, the Directors are
required to make judgements, estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other
sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual
results may differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the
revision affects only that period, or in the period of the revision and future
periods, if the revision affects both current and future periods.

 

The principal accounting policies applied in the presentation of the condensed
consolidated interim financial statements of Duke Capital, including the
critical accounting judgements made by the Directors and the key sources of
estimation, are consistent with those followed in the preparation of the
Group's Annual Report and consolidated financial statements for the year ended
31 March 2025 and have been consistently applied throughout the period ended
30 September 2025.

 

3.       Finance Costs

 

                                             Period to        Year to        Period to
                                             30-Sep-25        31-Mar-25      30-Sep-24
                                             (unaudited)      (audited)      (unaudited)
                                             £000             £000           £000

 Interest payable on borrowings              4,146            8,611          4,268
 Deferred finance costs released to P&L      422              843            421
                                             4,568            9,454          4,689

 

 

4.       Income tax

 

The Company has been granted exemption from Guernsey taxation. The Company's
subsidiary in the UK is subject to taxation in accordance with relevant tax
legislation.

 

                                  Period to        Year to        Period to
                                  30-Sep-25        31-Mar-25      30-Sep-24
                                  (unaudited)      (audited)      (unaudited)
                                  £000             £000           £000
 Current tax
 Income tax expense               319              1,362          577

 Deferred tax
 Increase in deferred tax assets  -                (2,629)        (396)
                                  -                (2,629)        (396)

 Income tax expense / (credit)    319              (1,267)        181

 

Factors affecting income tax expense for the period

 

                                                                         Period to        Year to      Period to
                                                                         30-Sep-25        31-Mar-25    30-Sep-24
                                                                         (unaudited)      (audited)    (unaudited)
                                                                         £000             £000         £000

 Profit on ordinary activities before tax                                5,069            738          2,153

 Guernsey taxation at 0% (30 September 2024: 0%, 31 March 2025: 0%)      -                -            -
 UK withholding tax at 20% (30 September 2024: 20%, 31 March 2025: 20%)  -                1,042        -
 Overseas tax charges at rate higher than 0%                             319              320          181
 Deferred tax benefit                                                    -                (2,629)      -
 Income tax expense                                                      319              (1,267)      181

 

 

5.       Earnings per share
                                                                                 Period to        Year to      Period to
                                                                                 30-Sep-25        31-Mar-25    30-Sep-24
                                                                                 (unaudited)      (audited)    (unaudited)
                                                                                 £000             £000         £000

 Total comprehensive income (£000)                                               4,750            2,005        1,972
 Weighted average number of Ordinary Shares in issue, excluding treasury shares  502,602          443,930      415,865
 (000s)
 Basic earnings per share (pence)                                                0.95             0.45         0.47

 

                                                                         Period to        Year to      Period to
                                                                         30-Sep-25        31-Mar-25    30-Sep-24
                                                                         (unaudited)      (audited)    (unaudited)
                                                                         £000             £000         £000

 Total comprehensive income (£000)                                       4,750            2,005        1,972
 Diluted weighted average number of Ordinary Shares in issue, excluding  502,602          443,930      415,865
 treasury shares (000s)
 Diluted earnings per share (pence)                                      0.95             0.45         0.47

 

 

Basic earnings per share is calculated by dividing total comprehensive income
for the period by the weighted average number of shares in issue throughout
the period, excluding treasury shares (see Note 14). Diluted earnings per
share represents the basic earnings per share adjusted for the effect of
dilutive potential shares issuable on exercise of share options under the
Company's share-based payment schemes, weighted for the relevant period.

 

All share options, warrants and Long-Term Incentive Plan awards in issue are
not dilutive at the year-end as the exercise prices were above the average
share price for the period. However, these could become dilutive in future
periods.

 

Adjusted earnings per share

 

Adjusted earnings represent the Group's underlying performance from core
activities. Adjusted earnings is the total comprehensive income adjusted for
unrealised and non-core fair value movements, non-cash items and
transaction-related costs, including due diligence fees, together with the tax
effects thereon. Given the sensitivity of the inputs used to determine the
fair value of its investments, the Group believes that adjusted earnings is a
better reflection of its ongoing financial performance.

 

Valuation and other non-cash movements such as those outlined are not
considered by management in assessing the level of profit and cash generation
of the Group. Additionally, IFRS 9 requires transaction-related costs to be
expensed immediately whilst the income benefit is over the life of the asset.
As such, an adjusted earnings measure is used which reflects the underlying
contribution from the Group's core activities during the year.

 

                                                      Period to        Year to      Period to
                                                      30-Sep-25        31-Mar-25    30-Sep-24
                                                      (unaudited)      (audited)    (unaudited)
                                                      £000             £000         £000

 Total comprehensive income for the period            4,750            2,005        1,972

 Unrealised fair value movements                      1,874            14,070       3,293
 Expected credit losses                               -                (78)         -
 Share-based payments                                 264              409          427
 Net transaction costs                                76               257          79
 Tax effect of the adjustments above at country rate  (162)            (1,223)      (319)
 Adjusted earnings                                    6,802            15,440       5,452

 

                                                                                 Period to        Year to      Period to
                                                                                 30-Sep-25        31-Mar-25    30-Sep-24
                                                                                 (unaudited)      (audited)    (unaudited)
                                                                                 £000             £000         £000

 Adjusted earnings for the year (£000)                                           6,802            15,440       5,452
 Weighted average number of Ordinary Shares in issue, excluding treasury shares  502,602          443,930      415,865
 (000s)
 Adjusted earnings per share (pence)                                             1.35             3.48         1.31

 

 

                                                                         Period to        Year to      Period to
                                                                         30-Sep-25        31-Mar-25    30-Sep-24
                                                                         (unaudited)      (audited)    (unaudited)
                                                                         £000             £000         £000

 Diluted adjusted earnings for the year (£000)                           6,802            15,440       5,452
 Diluted weighted average number of Ordinary Shares in issue, excluding  502,602          443,930      415,865
 treasury shares (000s)
 Diluted adjusted earnings per share (pence)                             1.35             3.48         1.31

 

6.       Hybrid credit investments

 

Hybrid credit investments are financial assets held at FVTPL that relate to
the provision of hybrid credit capital to a diversified portfolio of
companies.

 

                                                             30-Sep-25        31-Mar-25    30-Sep-24
                                                             (unaudited)      (audited)    (unaudited)
                                                             £000             £000         £000

 Brought forward                                             225,684          210,948      210,948
 Additions - cash                                            13,870           24,500       15,322
 Additions - refinancing of term credit investment (note 7)  -                3,250        -
 Exits - cash                                                -                (3,987)      (3,987)
 Settled via issue of equity investment (note 8)             -                (848)        -
 Gain / (loss) on financial assets at FVTPL                  787              (8,179)      (4,217)
 Carried forward                                             240,341          225,684      218,066

 

Hybrid credit investments are comprised of:

 

              30-Sep-25        31-Mar-25    30-Sep-24
              (unaudited)      (audited)    (unaudited)
              £000             £000         £000

 Non-current  201,224          190,100      185,871
 Current      39,117           35,584       32,195
              240,341          225,684      218,066

 

 

Hybrid credit investment income on the face of the consolidated statement of
comprehensive income comprises:

 

                                                 Period to        Year to      Period to
                                                 30-Sep-25        31-Mar-25    30-Sep-24
                                                 (unaudited)      (audited)    (unaudited)
                                                 £000             £000         £000

 Hybrid credit interest                          12,244           24,184       11,959
 Hybrid credit premiums                          -                816          816
 Total hybrid credit cash revenue                12,244           25,000       12,775
 Hybrid credit equitised revenue                 754              2,368        -
 Gain / (loss) on hybrid credit assets at FVTPL  787              (8,179)      (4,217)
 Loss on hybrid credit liabilities at FVTPL      (82)             (21)         (46)
 Hybrid credit investment income                 13,704           19,168       8,512

 

All financial assets held at FVTPL are mandatorily measured as such.

 

The Group's hybrid credit investment assets comprise hybrid credit financing
agreements with 14 (30 September 2024: 14, 31 March 2025: 14) capital
partners. Under the terms of these agreements the Group advances funds in
exchange for annualised hybrid credit distributions. The distributions are
adjusted based on the change in the investees' revenues, subject to a floor
and a cap. The financing is secured by way of fixed and floating charges over
certain of the investees' assets. The investees are provided with buyback
options, exercisable at certain stages of the agreements.

 

7.       Term credit investments

 

Term credit investments are financial assets held at amortised cost. The
impact of discounting is immaterial to the Consolidated Financial Statements.
The below table shows both the loans at amortised cost and fair value.

 

                                                   30-Sep-25        31-Mar-25    30-Sep-24
                                                   (unaudited)      (audited)    (unaudited)
                                                   £000             £000         £000

 Brought forward                                   2,322            5,382        5,382
 Additions                                         -                2,286        -
 Refinanced via hybrid credit investment (note 6)  -                (3,250)
 Settled via issue of equity investment (note 8)   -                (2,192)      -
 ECL allowance                                     -                60           -
 Foreign exchange movement                         -                36
                                                   2,322            2,322        5,382

 

The Group's term credit investments comprise a secured loan advanced to one
entity (30 September 2024: two, 31 March 2025: one) in connection with the
Group's hybrid credit investments. The terms include a floating rate of
interest payable on repayment of the investment and a maturity date on or
before 4 April 2026.

 

The loan matures as follows:

 

                        30-Sep-25        31-Mar-25    30-Sep-24
                        (unaudited)      (audited)    (unaudited)
                        £000             £000         £000

 In less than one year  2,322            -            -
 In one to two years    -                2,322        -
 In two to five years   -                -            5,382
                        2,322            2,322        5,382

 

Loan investment net income on the face of the consolidated statement of
comprehensive income comprises:

 

                Period to        Year to      Period to
                30-Sep-25        31-Mar-25    30-Sep-24
                (unaudited)      (audited)    (unaudited)
                £000             £000         £000

 Loan interest  -                158          117

 

ECL Analysis

 

The measurement of ECLs is primarily based on the product of the instrument's
probability of default ("PD"), loss given default ("LGD"), and exposure at
default ("EAD"). The Group analyses a range of factors to determine the credit
risk of each investment. These include, but are not limited to:

 

·           liquidity and cash flows of the underlying businesses

·           security strength

·           covenant cover

·           balance sheet strength

 

If there is a material change in these factors, the weighting of either the
PD, LGD or EAD increases, thereby increasing the ECL impairment.

 

The disclosure below presents the gross and net carrying value of the Group's
loan investments by stage:

                          Gross carrying amount    Allowance for ECLs    Net

                                                                         Carrying amount
 As at 30 September 2024  £000                     £000                  £000

 Stage 1                  5,402                    (20)                  5,382
 Stage 2                  -                        -                     -
 Stage 3                  -                        -                     -
                          5,402                    (20)                  5,382

 

                      Gross carrying amount    Allowance for ECLs    Net

                                                                     Carrying amount
 As at 31 March 2025  £000                     £000                  £000

 Stage 1              2,322                    -                     2,322
 Stage 2              -                        -                     -
 Stage 3              -                        -                     -
                      2,322                    -                     2,322

 

                          Gross carrying amount      Allowance for ECLs      Net

                                                                             Carrying amount
 As at 30 September 2025  £000                       £000                    £000

 Stage 1                  2,322                      -                       2,322
 Stage 2                  -                          -                       -
 Stage 3                  -                          -                       -
                          2,322                      -                       2,322

 

Under the ECL model introduced by IFRS 9, impairment provisions are driven by
changes in credit risk of instruments, with a provision for lifetime expected
credit losses recognised where the risk of default of an instrument has
increased significantly since initial recognition.

 

The credit risk profile of the investments has not increased materially and
they remain Stage 1 assets. No ECLs have been charged in the period on these
assets as they are not deemed material.

 

The following table analyses Group's provision for ECL's by stage for the
period ended 30 September 2025:

 

                                                        Stage 1      Stage 2      Stage 3      Total
                                                        £000         £000         £000         £000

 At 1 April 2024 and 1 October 2024                     78           -            -            78
 Expected credit losses on loan investments in period   (60)         -            -            (60)
 Expected credit losses on other receivables in year    (18)                                   (18)
 Carrying value at 31 March 2025 and 30 September 2025  -            -            -            -

8.       Equity investments

 

Equity investments are financial assets held at FVTPL.

 

                                                                               30-Sep-25      31-Mar-25    30-Sep-24
                                                                               (unaudited)    (audited)    (unaudited)
                                                                               £000           £000         £000

 Brought forward                                                               15,812         15,904       15,904
 Additions - cash                                                              1,034          370          -
 Additions - equitised revenue                                                 754            2,368        -
 Additions - receipt of equity as part settlement of hybrid credit investment  -              848          -
 (note 6)
 Additions - receipt of equity as part settlement of term credit investment    -              2,192        -
 (note 7)
 (Loss) / gain on equity assets at FVTPL                                       (2,579)        (5,870)      969
 Carried forward                                                               15,021         15,812       16,873

 

The Group's equity investments comprise unlisted shares in 12 of its capital
partners (30 September 2024: 12, 31 March 2025: 12).

 

Equity investment net income on the face of the consolidated statement of
comprehensive income comprises:

 

                                                     Period to        Year to      Period to
                                                     30-Sep-25        31-Mar-25    30-Sep-24
                                                     (unaudited)      (audited)    (unaudited)
                                                     £000             £000         £000

 Unrealised gain / (loss) on equity assets at FVTPL  (2,579)          (5,870)      969
 Dividend income                                     -                21           21
                                                     (2,579)          (5,849)      990

 

9.       Hybrid credit debt liabilities

 

Hybrid credit debt liabilities are financial liabilities held at FVTPL.

 

                                         30-Sep-25        31-Mar-25    30-Sep-24
                                         (unaudited)      (audited)    (unaudited)
                                         £000             £000         £000

 Brought forward                         1,038            1,104        1,104
 Payments made                           (66)             (87)         (46)
 Loss on financial assets held at FVTPL  82               21           46
                                         1,054            1,038        1,104

 

Hybrid credit debt liabilities are comprised of:

 

              30-Sep-25      31-Mar-25    30-Sep-24
              (unaudited)    (audited)    (unaudited)
              £000           £000         £000

 Current      141            140          160
 Non-current  913            898          944
              1,054          1,038        1,104

 

10.     Trade and other receivables

 

                                 30-Sep-25      31-Mar-25      30-Sep-24
                                 (unaudited)    (audited)      (unaudited)
                                 £000           £000           £000
 Current
 Prepayments and accrued income  337            362            31
 Other receivables               1,574          1,574          -
                                 1,911          1,936          31
 Non-current
 Other receivables               -              -              1,574
                                 1,911          1,936          1,605

 

 

11.     Trade and other payables

 

                               30-Sep-25      31-Mar-25      30-Sep-24
                               (unaudited)    (audited)      (unaudited)
                               £000           £000           £000
 Current
 Trade payables                18             13             67
 Transaction costs             221            241            238
 Accruals and deferred income  76             190            111
                               315            444            416
 Non-current
 Transaction costs             823            967            992
                               1,138          1,411          1,408

 

 

12.     Borrowings

 

                             30-Sep-25      31-Mar-25    30-Sep-24
                             (unaudited)    (audited)    (unaudited)
                             £000           £000         £000
 Secured loan
 Current - accrued interest  663            723          736
 Non-current                 88,033         87,611       87,189
                             88,696         88,334       87,925

 

At 30 September 2025, £10,000,000 was undrawn on the facility (30 September
2024: £10,000,000, 31 March 2025: £10,000,000).

 

At 30 September 2025, £1,967,000 of unamortised warrant costs and fees were
outstanding (30 September 2024: £2,811,000, 31 March 2025: £2,336,000).

 

The table below sets out an analysis of net debt and the movements in net debt
for the period ended 30 September 2025, the prior period and the year ended 31
March 2025.

 

                                             Interest Payable      Borrowings
                                             £000                  £000

 At 1 April 2024                             632                   69,772

 Cash movements
 Loan advanced                               -                     17,000
 Deferred finance costs paid                 -                      (4)
 Interest paid                               (4,162)               -
 Non-cash movements
 Deferred finance costs released to P&L      -                     421
 Interest charged                            4,268                 -
 As at 30 September 2024                     736                   87,189

 Cash movements
 Interest paid                               (4,358)               -
 Non-cash movements
 Deferred finance costs released to P&L      -                     422
 Interest charged                            4,344                 -
 At 31 March 2025                            723                   87,611

 

 Cash movements
 Interest paid                               (4,206)      -
 Non-cash movements
 Deferred finance costs released to P&L      -            422
 Interest charged                            4,146        -
 As at 30 September 2025                     663          88,033

 

13.     Goodwill

 

                                           30-Sep-25      31-Mar-25    30-Sep-24
                                           (unaudited)    (audited)    (unaudited)
                                           £000           £000         £000

 Goodwill arising on business combination  203            203          203

 

14.     Share capital

 

                                                            External Shares      Treasury Shares      Total shares      £000

                                                            No.                  No.                  No.
 Allotted, called up and fully paid
 At 1 April 2024                                            415,427              6,063                421,490           172,939
 Shares issued to Employee Benefit Trust during the period  -                    2,871                2,871             -
 PSA shares vested during the period                        1,316                (1,316)              -                 -
 At 30 September 2024                                       416,743              7,618                424,361           172,939

 Shares issued for cash during the year                     85,455               -                    85,455            23,500
 Share issuance costs                                       -                    -                    -                 (1,394)
 At 31 March 2025                                           502,198              7,618                509,816           195,045

 Shares issued to Employee Benefit Trust during the period  -                    -                    -                 -
 PSA shares vested during the period                        1,319                (1,319)              -                 -
 At 30 September 2025                                       503,517              6,299                509,816           195,045

 

 

There is a single class of shares. There are no restrictions on the
distribution of dividends and the repayment of capital with respect to
externally held shares. The shares held by the Duke Capital Employee Benefit
Trust are treated as treasury shares. The rights to dividends and voting
rights have been waived in respect of these shares.

 

15.     Equity-settled share-based payments

 

Warrant reserve

 

There were no movements in the warrant reserve during the period:

 

                                                       Warrants
                                                       No. (000)       £'000

 At 1 April 2024, 31 March 2025 and 30 September 2025  41,615          3,036

 

The warrants expire in January 2028 and have an exercise price of 45 pence. As
per IFRS 2, the warrants have been valued using the Black Scholes model. A
total expense of £2,771,000 has been capitalised and will be amortised over
the life of the warrants. In the period to 30 September 2025, an expense of
£277,000 (30 September 2024: £277,000, 31 March 2025: £554,000) was
recognised through finance costs in relation to the warrants.

 

At 30 September 2025, 41,615,000 (30 September 2024: 41,615,000, 31 March
2025: 41,615,000) warrants were outstanding and exercisable at a weighted
average exercise price of 45 pence (30 September 2024: 45 pence, 31 March
2025: 45 pence). The weighted average remaining contractual life of the
warrants outstanding was 2.2 years (30 September 2024: 3.3 years, 31 March
2025: 2.8 years).

 

Share-based payment reserve

 

The following table shows the movements in the share-based payment reserve
during the period:

 

                       £'000

 At 1 April 2024       4,385
 LTIP awards           427
 At 30 September 2024  4,812

 LTIP awards           (18)
 At 31 March 2025      4,794

 LTIP awards           264
 At 30 September 2025  5,058

 

 

Long Term Incentive Plan

 

Under the rules of the Long-Term Incentive Plan ("LTIP") the Remuneration
Committee may grant Performance Share Awards ("PSAs") which vest after a
period of three years and are subject to various performance conditions. The
LTIP awards will be subject to a performance condition based 50 per cent on
total shareholder return ("TSR") and 50 per cent on total cash available for
distribution ("TCAD per share"). TSR can be defined as the returns generated
by shareholders based on the combined value of the dividends paid out by the
Company and the share price performance over the period in question. Upon
vesting the awards are issued fully paid.

 

The fair value of the LTIP awards consists of (a) the fair value of the TSR
portion; and (b) the fair value of the TCAD per share portion. Since no
consideration is paid for the awards, the fair value of the awards is based on
the share price at the date of grant, as adjusted for the probability of the
likely vesting of the performance conditions. Since the performance condition
in respect of the TSR portion is a market condition, the probability of
vesting is not revisited following the date of grant. The probability of
vesting of the TCAD per share portion, containing a non-market condition, is
reassessed at each reporting date. The resulting fair values are recorded on a
straight-line basis over the vesting period of the awards.

 

4,663,000 PSAs were granted during the period to 30 September 2025 (30
September 2024: 6,226,000, 31 March 2025: 6,226,000).

 

At 30 September 2025, 14,521,000 (30 September 2024: 13,684,000, 31 March
2025: 13,684,000) PSAs were outstanding. The weighted average remaining
vesting period of these awards outstanding was 1.9 years (30 September 2024:
2.4 years, 31 March 2025: 1.5 years). Issuance of PSAs is wholly dependent on
TSR and TCAD performance conditions being met.

 

16.     Distributable reserves

 

Under Guernsey law, the Company can pay dividends provided it satisfies the
solvency test prescribed by the Companies (Guernsey) Law, 2008. The solvency
test considers whether the Company is able to pay its debts when they fall
due, and whether the value of the Company's assets is greater than its
liabilities. The Company satisfied the solvency test in respect of the
dividends declared in the period.

 

17.     Dividends

 

The following interim dividends have been recorded in the period to 30
September 2025, 31 March 2025 and 30 September 2024:

 

                                           Dividend per             Dividends
                                           share                    payable
 Record date          Payment date         pence/share              £000

 2 April 2024         12 April 2024        0.70                     2,908
 28 June 2024         12 July 2024         0.70                     2,909
 Dividends payable for the period ended 30 September 2024           5,817

                                           Dividend per             Dividends
                                           share                    Payable
 Record date          Payment date         pence/share              £000

 27 September 2024    14 October 2024      0.70                     2,917
 27 December 2024     14 January 2025      0.70                     3,515
 Dividends payable for the period ended 31 March 2025               6,432

 31 March 2025        14 April 2025        0.70                     3,515
 23 June 2025         14 July 2025         0.70                     3,515
 Dividends payable for the period ended 30 September 2025           7,030

 

On 26 September 2025 the Company approved a further quarterly cash dividend of
0.70 pence per share, totalling £3,516,000, which was paid on 14 October
2025.

 

18.     Deferred tax

 

                                            Hybrid credit investment      Tax          Total

                                                                          losses
                                            £'000                         £'000        £'000

 1 April 2024                               195                           213          408
 (Charged) / credited to profit & loss      -                             396          396
 At 30 September 2024                       195                           609          804

 (Charged) / credited to profit & loss      (5)                           2,236        2,231
 Utilised in year                           -                             (158)        (158)
 At 31 March 2025 and 30 September 2025     190                           2,687        2,877

 

A deferred tax asset has been recognised as it is expected that future
available taxable profits will be available against which the Group can use
against the tax losses.

 

19.     Fair value measurements

 

Fair value hierarchy

 

IFRS 13 requires disclosure of fair value measurements by level of the
following fair value hierarchy:

 

Level 1: Inputs are quoted prices (unadjusted) in active markets for identical
assets and liabilities that the entity can readily observe.

 

Level 2: Inputs are inputs other than quoted prices included within Level 1
that are observable for the asset, either directly or indirectly.

 

Level 3: Inputs that are not based on observable market data (unobservable
inputs).

 

The Group has classified its financial instruments into the three levels
prescribed as follows:

 

                                          30-Sep-25      31-Mar-25    30-Sep-24
                                          (unaudited)    (audited)    (unaudited)
                                          £000           £000         £000
 Financial assets
 Financial assets at FVTPL
 - Hybrid credit investments              240,341        225,684      218,066
 - Equity investments                     15,021         15,812       16,873
                                          255,362        241,496      234,939
 Financial assets at amortised cost
 - Term credit investments                2,322          2,322        5,382
                                          257,684        243,818      240,321

 Financial liabilities
 Financial liabilities at FVTPL
 - Hybrid credit debt liabilities         1,054          1,038        1,104
 Financial liabilities at amortised cost
 - Borrowings                             88,696         88,334       87,925
                                          89,750         89,372       89,029

 

Valuation techniques used to determine fair values

 

The fair value of the Group's hybrid credit financial instruments is
determined using discounted cash flow analysis and all the resulting fair
value estimates are included in level 3. The fair value of the equity
instruments is determined applying an EBITDA multiple to the underlying
businesses forward looking EBITDA. All resulting fair value estimates are
included in level 3.

 

20.     Events after the financial reporting date

 

Investments

 

In October, the Company announced a £3.7 million follow-on investment into
Step Investments.

 

Dividends

 

On 14 October 2025, the Company paid a quarterly dividend of 0.70 pence per
share.

 

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