REG - Georgia Capital PLC - Final Results
Tue 07:00
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RNS Number : 0788U Georgia Capital PLC 24 February 2026
FINANCIAL PERFORMANCE HIGHLIGHTS (IFRS)(( 1 ))
GEL '000, unless otherwise noted (unaudited) Dec-25 Sep-25 Change Dec-24 Change
Georgia Capital NAV overview
NAV per share, GEL 154.68 135.51 14.1% 95.95 61.2%
NAV per share, GBP 42.44 37.25 13.9% 27.14 56.4%
Net Asset Value (NAV) 5,194,527 4,650,478 11.7% 3,609,013 43.9%
Shares outstanding(( 2 )) 33,582,800 34,317,800 -2.1% 37,612,488 -10.7%
Cash, liquid funds and accrued dividends 3 239,801 209,307 14.6% 278,237 -13.8%
NCC ratio(2) 2.3% 5.4% -3.1 ppts 12.8% -10.5 ppts
Georgia Capital Performance 4Q25 4Q24 Change FY25 FY24 Change
Total portfolio value creation 618,475 460,849 34.2% 2,008,007 435,322 NMF
of which, listed and observable businesses 483,304 302,564 59.7% 1,525,119 368,985 NMF
of which, private businesses 135,171 158,285 -14.6% 482,888 66,337 NMF
Investments 12,462 9,501 31.2% 30,142 16,933 78.0%
Divestments (140,620) (168,037) -16.3% (505,004) (168,037) NMF
Buybacks(( 4 )) 70,193 25,680 NMF 314,240 136,523 NMF
Dividend income(( 5 )) 57,692 9,826 NMF 225,534 201,752 11.8%
Net income 598,877 435,588 37.5% 1,870,441 350,324 NMF
Private portfolio companies' performance(1,( 6 )) 4Q25 4Q24 Change FY25 FY24 Change
Large portfolio companies
Revenue 489,840 438,265 11.8% 1,801,902 1,567,371 15.0%
EBITDA 67,815 57,555 17.8% 250,477 194,757 28.6%
Net operating cash flow 83,693 79,707 5.0% 245,090 213,377 14.9%
Total portfolio(( 7 ))
Revenue 624,822 548,621 13.9% 2,241,314 2,041,224 9.8%
EBITDA 89,087 79,693 11.8% 333,736 279,759 19.3%
Net operating cash flow 75,395 82,017 -8.1% 309,261 284,543 8.7%
KEY POINTS
Ø NAV per share (GEL) increased by 14.1% q-o-q in 4Q25 and by 61.2% y-o-y in
FY25, underpinned by a 9.4% q-o-q and 34.9% y-o-y increase in portfolio value,
reflecting continued growth in Lion Finance Group PLC's ("LFG") share price
and strong operating performance across our private large portfolio companies
Ø Outstanding quarterly results across our private large portfolio companies,
with aggregated revenues and EBITDA increasing by 11.8% and 17.8% y-o-y,
respectively, in 4Q25
Ø Exceptional performance of Lion Finance Group in 4Q25 and FY25, with share
price appreciation of 21.6% q-o-q in 4Q25 and 97.5% y-o-y in FY25
Ø Completion of a US$ 50 million share buyback and cancellation programme,
under which 1.5 million shares were repurchased for US$ 50.7 million (GEL
137.9 million), bringing total shareholder returns since demerger to US$ 246
million. During 2025, 11.6% 8 of the Group's shares were bought back and
cancelled
Ø Launch of a new US$ 50 million share buyback and cancellation programme, as
part of the GEL 700 million capital return programme
Ø NCC ratio improved by 3.1 ppts q-o-q to a record low 2.3% as at December
2025 (10.5 ppts y-o-y improvement), driven by strong cash generation and
continued portfolio value growth
Conference call: An investor/analyst conference call will be held on
24-FEB-2026, at 12:00 UK / 13:00 CET / 07:00 US Eastern Time. Please register
at the Registration Link
(https://gcap-ge.zoom.us/webinar/register/WN_n9lnAlHQT2uTbUeo2JK0aA#/registration)
to attend the event. Further details are available on the Group's webpage
(https://georgiacapital.ge/) .
CHAIRMAN AND CEO'S STATEMENT
I am pleased to present Georgia Capital's strong performance in 4Q25, as
disciplined execution of our strategic priorities continued to drive robust
operational and financial results.
NAV per share (GEL) increased by 14.1% q-o-q to GEL 154.68 in 4Q25 and by
61.2% y-o-y in FY25, reflecting outstanding underlying operating performances
across all key businesses, reinforcing GCAP's long-term value and growth
proposition for our shareholders. Value creation in our listed portfolio
amounted to GEL 483.3 million (+10.4 ppts impact on NAV per share) and GEL 1.5
billion in FY25 (+42.2 ppts impact), driven by a 21.6% increase in Lion
Finance Group PLC's share price during the quarter and a 97.5% increase over
FY25. The private portfolio companies delivered GEL 135.2 million value
creation in 4Q25 (+2.9 ppts impact) and GEL 482.9 million in FY25 (+13.4 ppts
impact), reflecting the strong performance of our high-quality,
industry-leading large businesses, as detailed below. The NAV per share growth
was further supported by the share buyback and cancellation programme (+0.9
ppts and +11.3 ppts impact in 4Q25 and FY25, respectively), partially offset
by management platform-related costs and net interest expense (-0.4 ppts and
-2.0 ppts impact in 4Q25 and FY25, respectively). In GBP terms, NAV per share
increased by 13.9% q-o-q in 4Q25 and by 56.4% y-o-y in FY25, reflecting the
GBP's appreciation against GEL over the quarter and the full year. Since 2018,
the NAV per share (GEL) has grown at a 19.5% CAGR.
Outstanding operational performances across our large private portfolio
companies. In 4Q25, our large private portfolio companies continued to deliver
superior operating results, with aggregated revenues and EBITDA increasing
11.8% and 17.8% y-o-y, respectively.
· Our retail (pharmacy) business delivered an excellent operational
performance in 4Q25. Retail revenue increased by 11.6% y-o-y, driven by an
8.9% same-store revenue growth and a 9.2% increase in average bill size.
Performance was further supported by the ramp-up of newly launched pharmacy
stores, with 15 new pharmacy stores launched during the quarter, as well as
increased demand for seasonal medicines amid heightened flu activity.
Wholesale revenues increased by 8.8% y-o-y, primarily reflecting the growth in
state sponsored programmes supported by the continued expansion of the
pharmacy chain network, alongside the addition of distribution channels.
Together with the robust retail sales performance, this resulted in a 17.5%
y-o-y increase in EBITDA. This performance was further supported by improved
trading terms with key suppliers, resulting in 1.8 ppts y-o-y improvement in
the 4Q25 gross profit margin to 33.2%.
· Our insurance business delivered solid results in 4Q25, supported by
positive developments in both the P&C and medical insurance segments.
P&C insurance revenues increased by 16.9% y-o-y, driven by growth in the
motor and credit life insurance lines, while medical insurance revenues
increased by 4.7% y-o-y, reflecting mid-teen percentage increase in insurance
policy prices. The combined ratio for P&C insurance increased by 1.0 ppts
y-o-y, primarily due to a higher expense ratio following a shift in portfolio
mix, whereas the combined ratio for medical insurance improved by 1.9 ppts
y-o-y, reflecting a lower loss ratio due to strong underwriting discipline and
revised price segmentation initiatives. Together, these developments
translated into a 20.4% y-o-y increase in pre-tax profit for the quarter.
· Across our healthcare services business, an increased focus on and
demand for outpatient services at our large and specialty hospitals, a shift
in the sales mix toward higher-margin services and enhanced operational
efficiencies in the regional and community hospitals, together with a solid
performance from our clinics and diagnostics business, led to 17.8% y-o-y
EBITDA growth in 4Q25. The healthcare services revenue was further supported
by the bolt-on acquisition of Gormed LLC, a regional network of three
hospitals and clinics in central Georgia, with its results consolidated from
December 2025.
Sustained Value Creation at Lion Finance Group. Lion Finance Group continued
to deliver strong operating and financial performance, with its share price
increasing by 21.6% q-o-q in 4Q25 and by 97.5% y-o-y in FY25. Notwithstanding
the gradual sell-down of our position in line with the Passive Foreign
Investment Company ("PFIC") risk management strategy outlined in the 2Q25
results announcement - reducing our ownership to 16.9% as of 31 December 2025
from 19.2% as of 31 December 2024 - and the accrual of GEL 20.0 million in
interim dividends during the quarter (GEL 139.9 million in FY25), the value of
our listed portfolio increased by GEL 322.7 million in 4Q25 and by GEL 1,068.3
million in FY25. This performance highlights LFG's clear leadership in digital
and payments, underpinned by strong balance sheet growth and excellent
profitability across both the Georgian and Armenian markets.
Completion of US$ 50 million share buyback and cancellation programme. On 22
January 2026, we completed the US$ 50 million share buyback and cancellation
programme launched in August 2025, as part of the GEL 700 million capital
return programme. Under the programme, 1.5 million shares were repurchased for
a total consideration of US$ 50.7 million (GEL 137.9 million), reflecting our
disciplined approach to returning capital to shareholders. Since the demerger,
GCAP has returned a total of US$ 246 million to shareholders through the
repurchase of 15.8 million GCAP shares, representing 33.0 9 % of the issued
share capital at its peak. In 2025 alone, GCAP repurchased and cancelled 11.6%
of its share capital.
Launch of a new US$ 50 million share buyback and cancellation programme.
Today, we are launching a new US$ 50 million share buyback and cancellation
programme, to be executed over a nine-month period under the GEL 700 million
capital return programme (see page 24 for details). Including this
newly-launched programme, as at 23 February 2026, GCAP has now deployed
approximately GEL 550 million under the capital return programme, underscoring
the Group's clear commitment to delivering value to shareholders.
NCC ratio improved to a record low 2.3% in 4Q25. Strong cash generation (up
29.5% q-o-q) and the continued growth in portfolio value (up 9.4% q-o-q) drove
a 3.1 ppts q-o-q improvement in the NCC ratio, which fell to 2.3% in 4Q25. On
a y-o-y basis, GCAP has made substantial progress in reducing the NCC ratio,
which declined by 10.5 ppts. This represents a significant de-risking of the
Group's balance sheet.
From a macroeconomic perspective, Georgia delivered another year of strong
macroeconomic performance in 2025, with real GDP growth of 7.5% y-o-y,
underpinned by resilient domestic demand and robust external inflows. The
current account deficit narrowed to 2.1% of GDP in 9M25, reflecting solid
export performance and sustained services receipts. Inflation averaged 3.9% in
2025, remaining above the National Bank of Georgia's target and expected to
moderate in 2026. The policy rate was held at 8%, supporting macroeconomic
stability amid strong demand and elevated external uncertainty. External and
fiscal buffers strengthened significantly, with gross international reserves
reaching a record US$ 6.3 billion and public debt declining to 34% of GDP -
the lowest level since 2014. The GEL appreciated against the US$ over the
year, supported by weak US$ stance and sustained FX inflows, reinforcing
balance-sheet resilience. The macroeconomic environment continues to be robust
and we estimate the real GDP growth in 2026 to align with its potential level
at c.5.5%.
Outlook. Our strong 4Q25 performance underscores the quality and resilience of
our portfolio, translating operational momentum into tangible shareholder
value through consistent capital returns. Supported by a resilient
macroeconomic backdrop, Georgia continues to deliver sustained growth, with
preliminary GDP per capita projected to exceed US$ 10,000 in 2025, more than
doubling from 2020 levels. Looking ahead, I am confident that Lion Finance
Group's exceptional performance in Georgia and Armenia, robust growth across
our private portfolio companies through sustained revenue and EBITDA growth,
significant deleveraging at the GCAP holding level to a net cash position, and
strong cash generation, enabling us to capitalise on shares trading at a
discount through share buybacks, will continue to drive consistently robust
NAV per share growth. Together, this positions Georgia Capital as a compelling
value and growth investment with an attractive capital return profile for
shareholders.
Irakli Gilauri, Chairman and CEO
DISCUSSION OF GROUP RESULTS
The discussion below analyses the Group's unaudited net asset value at
31-Dec-25 and its income for the fourth quarter and full year period then
ended on an IFRS basis (see "Basis of Presentation" on page 25 below).
Net Asset Value (NAV) Statement
NAV statement summarises the Group's IFRS equity value (which we refer to as
Net Asset Value or NAV in the NAV Statement below) at the opening and closing
dates for the fourth quarter (30-Sep-25 and 31-Dec-25). The NAV Statement
below breaks down NAV into its components and provides a roll forward of the
related changes between the reporting periods. For the NAV Statement for the
full year of 2025 see page 24.
NAV STATEMENT 4Q25
GEL '000, unless otherwise noted Sep-25 1. Value creation(( 10 )) 2a. 2b. 2c. Dividends 3. Operating expenses 4. Liquidity/ FX/Other Dec-25 Change
(unaudited) Investment and Divestments Buyback %
Listed portfolio
Lion Finance Group 2,166,631 483,304 (140,620) - (20,029) - - 2,489,286 14.9%
Total listed portfolio value 2,166,631 483,304 (140,620) - (20,029) - - 2,489,286 14.9%
Listed portfolio value change % 22.3% -6.5% 0.0% -0.9% 0.0% 0.0% 14.9%
Private portfolio companies
Large portfolio companies 1,878,491 153,571 10,816 - (32,204) - 1,170 2,011,844 7.1%
Retail (pharmacy) 857,041 26,937 - - (14,941) - 707 869,744 1.5%
Insurance (P&C and medical) 497,815 47,621 - - (17,263) - 124 528,297 6.1%
Healthcare services 523,635 79,013 10,816 - - - 339 613,803 17.2%
Emerging and other companies 595,703 (18,400) 1,646 - (5,459) - 265 573,755 -3.7%
Total private portfolio value 2,474,194 135,171 12,462 - (37,663) - 1,435 2,585,599 4.5%
Private portfolio value change % 5.5% 0.5% 0.0% -1.5% 0.0% 0.1% 4.5%
Total portfolio value (1) 4,640,825 618,475 (128,158) - (57,692) - 1,435 5,074,885 9.4%
Total portfolio value change % 13.3% -2.8% 0.0% -1.2% 0.0% 0.0% 9.4%
Net cash (2) 74,097 - 128,158 (70,113) 57,692 (5,096) (81,829) 102,909 38.9%
of which, cash and liquid funds 169,597 - 128,158 (70,113) 77,166 (5,096) (80,147) 219,565 29.5%
of which, loans issued 1,648 - - - - - 588 2,236 35.7%
of which, accrued dividend income 39,710 - - - (19,474) - - 20,236 -49.0%
of which, gross debt (136,858) - - - - - (2,270) (139,128) 1.7%
Net other (liabilities)/assets (3) (64,444) - - (80) - (13,940) 95,197 16,733 NMF
of which, share-based comp. - - - - - (13,940) 13,940 - NMF
Net asset value (1)+(2)+(3) 4,650,478 618,475 - (70,193) - (19,036) 14,803 5,194,527 11.7%
NAV change % 13.3% 0.0% -1.5% 0.0% -0.4% 0.3% 11.7%
Shares outstanding(10) 34,317,800 - - (735,000) - - - 33,582,800 -2.1%
Net asset value per share, GEL 135.51 18.02 0.00 1.27 0.00 (0.55) 0.42 154.68 14.1%
NAV per share, GEL change % 13.3% 0.0% 0.9% 0.0% -0.4% 0.3% 14.1%
NAV per share (GEL) was up 14.1% q-o-q in 4Q25, reflecting a GEL 618.5 million
value creation across our portfolio companies with a positive 13.3 ppts impact
and share buybacks (+0.9 ppts impact). The NAV per share (GEL) growth was
slightly offset by management platform-related costs and net interest expense
(-0.4 ppts impact in total).
Portfolio overview
Total portfolio value amounted to GEL 5.1 billion in 4Q25, up by GEL 434.1
million (up 9.4%) q-o-q:
· The value of the listed portfolio increased by GEL 322.7 million
(up 14.9%) in 4Q25. Continued growth in Lion Finance Group's share price,
resulting in GEL 483.3 million value creation, was partially offset by a GEL
140.6 million reduction attributable to the decrease in GCAP's shareholding in
the Bank, in line with the PFIC risk management strategy outlined in the 2Q25
results announcement, and a GEL 20.0 million decrease due to dividends
received.
· The value of the private portfolio increased by GEL 111.4 million
(up 4.5%), mainly resulting from a) GEL 135.2 million value creation; b)
investments of GEL 12.5 million and c) a decrease of GEL 37.7 million due to
dividends paid to GCAP.
Consequently, as of 31-Dec-25, the private portfolio value amounted to GEL 2.6
billion (50.9% of the total portfolio value), and the listed portfolio value
totalled GEL 2.5 billion (49.1% of the total portfolio value).
1) Value creation
· Value creation from the listed portfolio amounted to GEL 483.3
million in 4Q25, primarily driven by a 21.6% increase in Lion Finance Group's
share price.
· Value creation across our private portfolio companies amounted to
GEL 135.2 million in 4Q25, reflecting the net effect of:
o GEL 153.6 million value creation from our private large portfolio
companies, which delivered substantial growth in aggregated revenues (up 11.8%
y-o-y) and EBITDA (up 17.8% y-o-y) in 4Q25, translating into a GEL 134.1
million operating performance-related value creation, supplemented by GEL 19.5
million from changes in implied valuation multiples and FX rates.
o GEL 18.4 million value reduction from our emerging and other businesses.
As a result, the total portfolio value creation amounted to GEL 618.5 million
in 4Q25.
The table below summarises value creation drivers in our businesses in 4Q25:
Portfolio Businesses Operating Performance(( 11 )) Multiple Change Value Creation
and FX(( 12 ))
GEL '000, unless otherwise noted (unaudited) (1) (2) (1)+(2)
Listed portfolio 483,304
Lion Finance Group 483,304
Private portfolio 171,789 (36,618) 135,171
Large portfolio companies 134,097 19,474 153,571
Retail (pharmacy) 47,577 (20,640) 26,937
Insurance (P&C and medical) 37,315 10,306 47,621
Healthcare services 49,205 29,808 79,013
Emerging and other businesses 37,692 (56,092) (18,400)
Total portfolio 171,789 (36,618) 618,475
Valuation overview(( 13 ))
In 4Q25, valuation assessments of our retail (pharmacy), insurance, healthcare
services, renewable energy, and education businesses were performed by a
third-party independent valuation firm Kroll, in line with International
Private Equity Valuation ("IPEV") guidelines, as part of the semi-annual
independent valuation cycle for these businesses. The independent valuation
assessments, which serve as an input for Georgia Capital's estimate of fair
value, are performed by applying an income approach (DCF), cross-checked with
market approach (listed peer multiples and, in some cases, precedent
transactions). In line with our strategy, from time to time, we may receive
offers from interested buyers for our private portfolio companies, which would
be considered in the overall valuation assessment, where appropriate.
We perform quarterly sensitivity analyses on our valuations. In light of
prevailing market conditions, the 4Q25 assessment indicated that a
100-basis-point change in discount rates used in the income approach for
valuing unquoted investments would result in a GEL 250 million, or 10% change
in the fair value of private equity investments.
The enterprise value (EV) and equity value development of our businesses in
4Q25 is summarised in the following table:
Enterprise Value (EV) Equity Value
GEL '000, unless otherwise noted 31-Dec-25 30-Sep-25 Change % 31-Dec-25 30-Sep-25 Change % % share in total portfolio
(unaudited)
Listed portfolio 2,489,286 2,166,631 14.9% 49.1%
Lion Finance Group 2,489,286 2,166,631 14.9% 49.1%
Private portfolio 3,763,924 3,620,882 4.0% 2,585,599 2,474,194 4.5% 50.9%
Large portfolio companies 2,763,830 2,625,109 5.3% 2,011,844 1,878,491 7.1% 39.6%
Retail (pharmacy) 1,158,000 1,145,723 1.1% 869,744 857,041 1.5% 17.1%
Insurance (P&C and medical) 569,500 532,393 7.0% 528,297 497,815 6.1% 10.4%
Healthcare services 1,036,330 946,993 9.4% 613,803 523,635 17.2% 12.1%
Emerging and other businesses 1,000,094 995,773 0.4% 573,755 595,703 -3.7% 11.3%
Total portfolio 5,074,885 4,640,825 9.4% 100.0%
Private large portfolio companies (39.6% of total portfolio value)
Retail (pharmacy) (17.1% of total portfolio value) - The EV of retail
(pharmacy) increased by 1.1% to GEL 1,158.0 million in 4Q25, resulting from
the strong operating performance of the business. Retail revenues increased by
11.6% y-o-y in 4Q25, reflecting successful sales initiatives that drove an
8.9% same-store revenue growth and a 9.2% increase in average bill size. The
performance was further boosted by the addition of 15 new pharmacy stores in
4Q25, increased demand for seasonal medicines amid heightened flu activity and
overall economic growth. Wholesale revenues were up by 8.8% y-o-y in 4Q25,
driven by growth in state sponsored programmes and the addition of
distribution channels, contributing to a 11.0% y-o-y increase in the total
revenue of the business. Gross profit margin improved by 1.8 ppts y-o-y to
33.2% in 4Q25, further supported by the positive outcome of improved trading
terms with key suppliers across all major categories and overall shift in the
sales mix towards higher-margin non-prescription medicines. Operating expenses
(excl. IFRS 16) were up 17.4% y-o-y in 4Q25, primarily driven by higher salary
expenses associated with business growth. Consequently, the 4Q25 EBITDA (excl.
IFRS 16) increased by 17.5% y-o-y to GEL 28.8 million. See page 11 for
details. LTM EBITDA (incl. IFRS 16) was up 2.9% q-o-q to GEL 143.8 million in
4Q25. Net debt (incl. IFRS 16) remained broadly stable, decreasing by 0.2% to
GEL 280.8 million as at 31-Dec-25, reflecting the net impact of a) robust cash
flow generation during the quarter, and b) GEL 14.9 million dividend payment
to GCAP during the quarter. As a result, the fair value of GCAP's 98.0%
holding increased by 1.5% to GEL 869.7 million in 4Q25. The implied LTM
EV/EBITDA valuation multiple (incl. IFRS 16) stood at 8.1x as of 31-Dec-25
(down from 8.2x q-o-q as of 30-Sep-25 and down from 8.4x y-o-y as of
31-Dec-24).
Insurance (P&C and medical) (10.4% of total portfolio value) - The
insurance business combines: a) P&C insurance and b) medical insurance.
P&C insurance revenues were up 16.9% y-o-y to GEL 46.9 million in 4Q25,
driven by growth in the motor and credit life insurance lines. The revenue of
the medical insurance business increased by 4.7% y-o-y and amounted to GEL
58.8 million in 4Q25, reflecting mid-teen percentage increase in insurance
policy prices. The combined ratio for P&C insurance increased by 1.0 ppts
y-o-y in 4Q25, mainly reflecting an increase in the expense ratio following a
shift in the portfolio mix. The combined ratio for medical insurance improved
by 1.9 ppts y-o-y in 4Q25, driven by a lower loss ratio, reflecting strong
underwriting discipline and revised price segmentation initiatives. As a
result, the pre-tax profit of the combined insurance business increased by
20.4% y-o-y to GEL 12.9 million in 4Q25. See page 12 for details. LTM pre-tax
income (adjusted for non-recurring items) increased by 4.6% q-o-q to GEL 52.6
million. As a result, the equity value of GCAP's share in the business was up
6.1% q-o-q to GEL 528.3 million in 4Q25. The implied LTM P/E valuation
multiple(( 14 )) stood at 10.1x as of 31-Dec-25 (9.9x as of 30-Sep-25 and 9.7x
as of 31-Dec-24).
Healthcare services (12.1% of total portfolio value) - Healthcare services EV
increased by 9.4% to GEL 1.0 billion in 4Q25, driven by strong underlying
operating performance of the business, further supported by the bolt-on
acquisition of Gormed LLC in October 2025. Excluding the Gormed LLC
acquisition, the EV of the business increased by 6.5% q-o-q. Total revenue
increased by 15.1% y-o-y in 4Q25, reflecting a) increased demand for
outpatient services at our large and specialty hospitals, b) significant
improvement in sales mix and enhanced operational efficiencies at our regional
and community hospitals, and c) solid performance of the clinics and
diagnostics business, with clinic revenues benefitting from a growing customer
base in alignment with enhanced service offerings, while diagnostics revenue
increased on the back of growth in both B2B and retail segments. Operating
expenses (excl. IFRS 16) were up by 10.6% y-o-y in 4Q25, primarily driven by
increased general and administrative expenses in line with the business
expansion. This translated into 17.8% y-o-y EBITDA (excl. IFRS 16) growth in
4Q25. See page 14 for details. Consequently, LTM EBITDA (incl. IFRS 16) was up
by 7.3% q-o-q to GEL 102.4 million in 4Q25, of which GEL 4.3 million is
attributable to Gormed LLC. Notwithstanding the partial internal financing of
Gormed LLC acquisition, net debt (incl. IFRS 16) remained largely flat,
increasing by 0.2% q-o-q to GEL 384.6 million as at 31-Dec-25. As a result,
the equity value of the healthcare services business was assessed at GEL 613.8
million in 4Q25 (up 17.2% q-o-q). An implied LTM EV/EBITDA multiple (incl.
IFRS 16) stood at 10.1x at 31-Dec-25 (up from 9.9x at 30-Sep-25 and down from
10.5x as at 31-Dec-24).
Emerging and other businesses (11.3% of total portfolio value) - Of the
emerging and other private portfolio businesses, renewable energy, education,
wine, housing development and hospitality businesses are valued based on DCF.
Auto service business is valued based on LTM EV/EBITDA. Following the disposal
of an 80% stake in the beer and distribution business, its remaining value is
assessed using the put option valuation, reflecting GCAP's clear exit path
through a put and call structure at pre-agreed EBITDA multiples. The portfolio
value of emerging and other businesses decreased by 3.7% to GEL 573.8 million
in 4Q25, mainly reflecting GEL 18.4 million negative value creation. See
performance highlights of these businesses on page 16.
Listed portfolio (49.1% of total portfolio value)
Lion Finance Group (49.1% of total portfolio value) - In 3Q25, Lion Finance
Group delivered an annualised ROAE of 27.8% and recorded q-o-q loan book
growth of 3.6% in Georgia and 5.6% in Armenia on a constant currency basis. In
4Q25, Lion Finance Group's share price increased by 21.6% q-o-q to GBP 93.0 as
of 31-Dec-25. Subsequent to 4Q25, GCAP received GEL 20.0 million in interim
dividends already accrued as of 31-Dec-25. Recurring dividends received from
Lion Finance Group in FY25 totalled to GEL 139.9 million, up 14.5% compared to
recurring dividends received in 2024 15 , notwithstanding the decrease of the
shareholding in the Bank to manage PFIC risk. As of 31 December 2025, GCAP's
stake in Lion Finance Group decreased to 16.9% from 17.8% as of 30 September
2025, reflecting on-market sales of c.442 thousand shares in 4Q25 at an
average price of GBP 88.7. The sales represented approximately 4% of LFG's
average daily trading volume during 4Q25. Consequently, the market value of
GCAP's equity stake in Lion Finance Group stood at GEL 2.5 billion in 4Q25.
The LTM P/E valuation multiple stood at 7.0x as of 31-Dec-25 (5.8x as of
30-Sep-25). Lion Finance Group's public announcement of its 4Q25 results, once
published, will be available on Lion Finance Group's website
(https://lionfinancegroup.uk/results-center/quarterly-earnings/) .
2) Investments 16
In 4Q25, GCAP invested GEL 12.5 million in private portfolio companies.
· GEL 10.8 million was invested in the healthcare services business
to support the bolt-on acquisition of Gormed LLC.
· GEL 0.9 million was allocated to the renewable energy business.
· GEL 0.7 million was invested in the education business.
3) Share buybacks
During 4Q25, 735,000 shares with a total value of US$ 25.8 million (GEL 70.2
million) were bought back under GCAP's share buyback and cancellation
programme. Subsequent to 4Q25, additional 150,000 shares with a value of US$
6.4 million (GEL 17.4 million) were repurchased, which resulted in early
completion of the US$ 50 million share buyback programme launched in August
2025.
4) Dividends
In 4Q25, GCAP recorded GEL 57.7 million dividend income from its portfolio
companies:
· GEL 20.0 million interim dividend for 2025 was received from the
Lion Finance Group (ex-dividend date in December 2025 and paid in January
2026).
· GEL 17.3 million dividend was received from the insurance
business, of which GEL 9.0 million was received from medical insurance and GEL
8.2 million from P&C insurance.
· GEL 14.9 million was received from the retail (pharmacy)
business.
· GEL 5.5 million was received from our emerging and other
businesses, of which GEL 3.5 million was received from the renewable energy
business and GEL 2.0 million from the auto service business.
FY25 NAV STATEMENT HIGHLIGHTS
GEL '000, unless otherwise noted Dec-24 1. Value creation(( 17 )) 2a. 2b. 2c. Dividends 3. Operating expenses 4. Liquidity/ FX/Other Dec-25 Change
(unaudited) Investment and Divestments Buyback %
Total listed and observable portfolio value 1,609,035 1,525,119 (505,004) - (139,864) - - 2,489,286 54.7%
Listed and observable portfolio value change % 94.8% -31.4% 0.0% -8.7% 0.0% 0.0% 54.7%
Total private portfolio companies 2,152,455 482,888 30,142 - (85,670) - 5,784 2,585,599 20.1%
of which, large portfolio companies 1,557,951 506,837 10,816 - (67,752) - 3,992 2,011,844 29.1%
of which, emerging and other companies 594,504 (23,949) 19,326 - (17,918) - 1,792 573,755 -3.5%
Private portfolio value change % 22.4% 1.4% 0.0% -4.0% 0.0% 0.3% 20.1%
Total portfolio value 3,761,490 2,008,007 (474,862) - (225,534) - 5,784 5,074,885 34.9%
Total portfolio value change % 53.4% -12.6% 0.0% -6.0% 0.0% 0.2% 34.9%
Net (debt)/cash (154,425) - 474,862 (313,112) 225,534 (22,027) (107,923) 102,909 NMF
Net asset value 3,609,013 2,008,007 - (314,240) - (47,064) (61,189) 5,194,527 43.9%
NAV change % 55.6% 0.0% -8.7% 0.0% -1.3% -1.7% 43.9%
Shares outstanding(17) 37,612,488 - - (4,719,848) - - 690,160 33,582,800 -10.7%
Net asset value per share, GEL 95.95 53.39 0.00 10.86 0.00 (1.25) (4.28) 154.68 61.2%
NAV per share, GEL change % 55.6% 0.0% 11.3% 0.0% -1.3% -4.5% 61.2%
NAV per share (GEL) was up 61.2% in FY25, mainly reflecting a) GEL 2.0 billion
value creation across our portfolio companies with a positive 55.6 ppts
impact; b) share buybacks (+11.3 ppts impact), and c) GEL's appreciation
against US$, resulting in a foreign currency gain of GEL 12.1 million on GCAP
net debt (+0.3 ppts impact). The NAV per share (GEL) growth was slightly
offset by management platform-related costs and net interest expense (-2.0
ppts impact in total).
Portfolio overview
The portfolio value increased by GEL 1.3 billion (up 34.9%) in FY25:
· The value of the listed and observable portfolio increased by GEL
880.3 million (up 54.7% y-o-y), reflecting the impact of the strong
performance of Lion Finance Group's share price, partially offset by the
decrease of GCAP's shareholding in the Bank, receipt of GEL 139.9 million
dividends and the exercise of the put option on GCAP's 20% minority stake in
the water utility business.
· The value of the private portfolio increased by GEL 433.1 million
(up 20.1%), mainly resulting from a) GEL 482.9 million value creation, b)
investments of GEL 30.1 million, and c) a decrease of GEL 85.7 million due to
dividends paid to GCAP.
Value creation
Total portfolio value creation amounted to GEL 2.0 billion in FY25.
· A 97.5% increase in Lion Finance Group's share price, supported
by a 3.1% appreciation of GBP against GEL in FY25, led to a GEL 1.5 billion
value creation.
· Value creation across our private portfolio companies amounted to
GEL 482.9 million in FY25, reflecting:
o GEL 682.6 million operating performance-related increase in the value of
our private assets.
o GEL 199.7 million negative net impact from changes in implied valuation
multiples and FX rates.
The table below summarises value creation drivers in our businesses in FY25:
Portfolio Businesses Operating Performance(( 18 )) Multiple Change Value Creation
and FX(( 19 ))
GEL '000, unless otherwise noted (unaudited) (1) (2) (1)+(2)
Listed and observable portfolio 1,525,119
Lion Finance Group 1,521,375
Water utility 3,744
Private portfolio 682,556 (199,668) 482,888
Large portfolio companies 554,654 (47,817) 506,837
Retail (pharmacy) 238,561 (52,489) 186,072
Insurance (P&C and medical) 120,273 12,530 132,803
Healthcare services 195,820 (7,858) 187,962
Emerging and other businesses 127,902 (151,851) (23,949)
Total portfolio 682,556 (199,668) 2,008,007
The enterprise value (EV) and equity value development of our businesses in
FY25 is summarised in the following table:
Enterprise Value (EV) Equity Value
GEL '000, unless otherwise noted 31-Dec-25 31-Dec-24 Change % 31-Dec-25 31-Dec-24 Change % % share in total portfolio
(unaudited)
Listed and observable portfolio 2,489,286 1,609,035 54.7% 49.1%
Lion Finance Group 2,489,286 1,421,035 75.2% 49.1%
Water utility - 188,000 NMF 0.0%
Private portfolio 3,763,924 3,287,665 14.5% 2,585,599 2,152,455 20.1% 50.9%
Large portfolio companies 2,763,830 2,262,744 22.1% 2,011,844 1,557,951 29.1% 39.6%
Retail (pharmacy) 1,158,000 1,021,000 13.4% 869,744 716,130 21.5% 17.1%
Insurance (P&C and medical) 569,500 463,144 23.0% 528,297 427,945 23.4% 10.4%
Healthcare services 1,036,330 778,600 33.1% 613,803 413,876 48.3% 12.1%
Emerging and other businesses 1,000,094 1,024,921 -2.4% 573,755 594,504 -3.5% 11.3%
Total portfolio 5,074,885 3,761,490 34.9% 100.0%
2) Investments(( 20 ))
In FY25, GCAP invested GEL 30.1 million in private portfolio companies.
· GEL 10.8 million was invested in the healthcare services business
to support the bolt-on acquisition of Gormed LLC.
· GEL 10.1 million was allocated to the education business.
· GEL 8.8 million was invested in the renewable energy business.
· GEL 0.4 million was allocated to the real estate business.
3) Share buybacks
During FY25, 4,719,848 shares were bought back for a total consideration of
GEL 314.2 million.
· 4,588,394 shares with a total value of US$ 111.6 million (GEL
307.5 million) were bought back under GCAP's share buyback and cancellation
programme.
· 131,454 shares (GEL 6.7 million in value) represent the
tax-related statutory buyback for the management trust, where the average cost
of unawarded shares is GBP 8.9 as of 31 December 2025.
4) Dividends
In FY25, GCAP recorded GEL 225.5 million dividend income from its portfolio
companies:
· GEL 139.9 million was recorded from the Lion Finance Group, of
which GEL 32.9 million was attributable to participation in Lion Finance
Group's buyback programme.
· GEL 34.9 million was received from the retail (pharmacy)
business.
· GEL 32.9 million dividend was received from the insurance
business, of which GEL 19.4 million was received from P&C insurance and
GEL 13.5 million from medical insurance.
· GEL 17.9 million was received from our emerging and other
businesses, of which GEL 13.5 million was received from the renewable energy
business and GEL 4.4 million from the auto service business.
Net Capital Commitment (NCC) overview
Below we describe the components of Net Capital Commitment (NCC) as of 31
December 2025, 30 September 2025 and 31 December 2024. NCC represents an
aggregated view of all confirmed, agreed and expected capital outflows
(including a buffer for contingencies) at both Georgia Capital PLC and JSC
Georgia Capital levels.
Components of NCC 31-Dec-25 30-Sep-25 Change 31-Dec-24 Change
GEL '000, unless otherwise noted (unaudited)
Total cash and liquid funds 219,565 169,597 29.5% 278,237 -21.1%
Loans issued 2,236 1,648 35.7% - NMF
Accrued dividend income 20,236 39,710 -49.0% - NMF
Gross debt (139,128) (136,858) 1.7% (432,662) -67.8%
Net cash/(debt) (1) 102,909 74,097 38.9% (154,425) NMF
Guarantees issued (2) - - NMF - NMF
Net cash/(debt) and guarantees issued (3)=(1)+(2) 102,909 74,097 38.9% (154,425) NMF
Planned investments (4) (95,195) (97,326) -2.2% (118,480) -19.7%
of which, planned investments in renewable energy (58,076) (59,319) -2.1% (69,518) -16.5%
of which, planned investments in education (37,119) (38,007) -2.3% (48,962) -24.2%
Announced buybacks (5) (15,362) (85,255) -82.0% (67,421) -77.2%
Contingency/liquidity buffer (6) (107,804) (135,440) -20.4% (140,340) -23.2%
Total planned investments, announced buybacks and contingency/liquidity buffer (218,361) (318,021) -31.3% (326,241) -33.1%
(7)=(4)+(5)+(6)
Net capital commitment (3)+(7) (115,452) (243,924) -52.7% (480,666) -76.0%
Portfolio value 5,074,885 4,640,825 9.4% 3,761,490 34.9%
NCC ratio 2.3% 5.4% -3.1 ppts 12.8% -10.5 ppts
Cash and liquid funds. Total cash and liquid funds' balance increased by 29.5%
q-o-q to GEL 219.6 million in 4Q25 (down 21.1% in FY25), primarily reflecting
dividend collections and the sell-down of Lion Finance Group shares. The
inflows were partially offset by cash outflows related to share buybacks
during the quarter and the payment of US$ 26.5 million to settle a
long-standing legacy legal case related to the acquisition of Imedi L in 2012.
Loans issued. Issued loans' balance primarily refers to loans issued to our
private portfolio companies and are lent at market terms. The balance was up
by GEL 0.6 million in 4Q25, reflecting new loans issued to our auto service
business during the quarter.
Accrued dividend income. As of 31 December 2025, the balance represents
interim dividends accrued from Lion Finance Group, which were subsequently
received in January 2026.
Gross debt. In US$ terms, the balance was up 2.2% q-o-q in 4Q25 (up 1.7% in
GEL terms), reflecting the interest accrual on GCAP's remaining US$ 50 million
sustainability-linked bonds. The gross debt balance in US$ decreased by 66.5%
y-o-y in FY25, primarily due to the early redemption of US$ 100 million of
GCAP's US$ 150 million sustainability-linked bonds in September 2025 under the
GEL 700 million capital-return programme.
Planned investments. Planned investments' balance represents expected
investments in renewable energy and education businesses over the next 2-3
years. The balance in US$ terms was down by 1.7% and 16.3% in 4Q25 and FY25,
respectively, reflecting cash outflows for the investment projects, as
described above.
Announced buybacks. The balance of the announced buybacks at 31-Dec-25
reflects the unutilised share buybacks under GCAP's US$ 50 million share
buyback and cancellation programme, which was launched in August 2025 under
the GEL 700 million capital-return programme.
Contingency/liquidity buffer. The balance reflects the provision for cash and
liquid assets in the amount of US$ 40 million,
for contingency/liquidity purposes. As at 31-Dec-25, in US$ terms, the balance
decreased by 20.0% y-o-y (down US$ 10 million), reflecting the impact of the
Imedi L litigation outcome outlined in 3Q25 results announcement.
As a result, the NCC ratio improved by 3.1 ppts q-o-q to 2.3% as of 31
December 2025 (10.5 ppts improvement in FY25), primarily reflecting strong
cash generation and a solid 9.4% q-o-q increase in portfolio value,
notwithstanding the US$ 26.5 million cash payment related to the settlement of
the Imedi L case.
INCOME STATEMENT (ADJUSTED IFRS/APM)
Net income under IFRS was GEL 613.6 million in 4Q25 (GEL 440.0 million net
income in 4Q24) and GEL 1,892.6 million in FY25 (GEL 362.3 million net income
in FY24). The IFRS income statement is prepared on the Georgia Capital PLC
level and the results of all operations of the Georgian holding company JSC
Georgia Capital are presented as one line item. As we conduct almost all of
our operations through JSC Georgia Capital, through which we hold all of our
portfolio companies, the IFRS results provide little transparency on the
underlying trends.
Accordingly, to enable a more granular analysis of those trends, the following
adjusted income statement presents the Group's results of operations for the
period ending December 31 as an aggregation of (i) the results of GCAP (the
two holding companies Georgia Capital PLC and JSC Georgia Capital, taken
together) and (ii) the fair value change in the value of portfolio companies
during the reporting period. For details on the methodology underlying the
preparation of the adjusted income statement, please refer to page 94 in
Georgia Capital PLC's 2024 Annual report.
INCOME STATEMENT (Adjusted IFRS/APM)
GEL '000, unless otherwise noted (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Dividend income 57,692 9,826 NMF 225,534 201,752 11.8%
Interest income 1,957 2,076 -5.7% 10,145 7,477 35.7%
Realised/unrealised gain/(loss) on liquid funds 59 6 NMF 258 (796) NMF
Interest expense (3,024) (9,101) -66.8% (36,643) (35,589) 3.0%
of which, costs associated with bond redemption - - NMF (6,986) - NMF
Gross operating income 56,684 2,807 NMF 199,294 172,844 15.3%
Operating expenses (19,035) (8,345) NMF (47,064) (35,280) 33.4%
GCAP net operating income/(loss) 37,649 (5,538) NMF 152,230 137,564 10.7%
Fair value changes of portfolio companies
Listed and observable portfolio companies 463,275 302,564 53.1% 1,385,255 224,188 NMF
of which, Lion Finance Group PLC 463,275 274,564 68.7% 1,381,511 195,188 NMF
of which, Water utility - 28,000 NMF 3,744 29,000 -87.1%
Private portfolio companies 97,508 148,459 -34.3% 397,218 9,382 NMF
Large portfolio companies 121,367 143,678 -15.5% 439,085 6,951 NMF
of which, retail (pharmacy) 11,996 57,596 -79.2% 151,211 691 NMF
of which, insurance (P&C and medical) 30,358 20,468 48.3% 99,912 49,257 NMF
of which, healthcare services 79,013 65,614 20.4% 187,962 (42,997) NMF
Emerging and other businesses (23,859) 4,781 NMF (41,867) 2,431 NMF
Total investment return 21 560,783 451,023 24.3% 1,782,473 233,570 NMF
Income before foreign exchange rate movements and non-recurring expenses 598,432 445,485 34.3% 1,934,703 371,134 NMF
Net foreign currency gain/(loss)/impairment 738 (9,417) NMF 12,785 (18,662) NMF
Non-recurring expenses(21) (293) (480) -39.0% (77,047) (2,148) NMF
Net income 598,877 435,588 37.5% 1,870,441 350,324 NMF
The gross operating income stood at GEL 56.7 million in 4Q25, up 20.2x y-o-y
(up 15.3% y-o-y in FY25), mainly due to a timing discrepancy in dividend
collection. In 2025, GCAP received dividends from LFG for five quarters versus
four quarters in 2024, as the Bank began paying dividends on a quarterly basis
in 2025.
The components of GCAP's operating expenses are shown in the table below:
GCAP Operating Expenses Components
GEL '000, unless otherwise noted (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Administrative expenses(( 22 )) (2,853) (2,610) 9.3% (11,781) (10,586) 11.3%
Management expenses - cash-based(( 23 )) (2,242) (2,328) -3.7% (10,246) (10,794) -5.1%
Management expenses - share-based(( 24 )) (13,940) (3,407) NMF (25,037) (13,900) 80.1%
Total operating expenses (19,035) (8,345) NMF (47,064) (35,280) 33.4%
of which, fund type expense(( 25 )) (2,132) (2,490) -14.4% (9,053) (9,258) -2.2%
of which, management fee type expenses(( 26 )) (16,903) (5,855) NMF (38,011) (26,022) 46.1%
GCAP management fee expenses starting from 2024 have a self-targeted cap of
0.75% of Georgia Capital's NAV. The LTM management fee expense ratio stood at
0.73% at 31-Dec-25 (0.72% as of 31-Dec-24). The y-o-y increase in share-based
management expenses in the quarter reflects the renewal of CEO's agreement and
the impact of the higher share price. Discretionary share bonuses are measured
at the share price as of the Remuneration Committee meeting date (usually held
towards the end of the calendar year), reflecting a 21% y-o-y increase in
expenses compared to 2024. Furthermore, recently signed executive agreements
were established and measured at higher share prices than before given the
significantly increased share price during 2025.
Total investment return(21) represents the increase (decrease) in the fair
value of our portfolio. Total investment return was GEL 560.8 million in 4Q25
and GEL 1,782.5 million in FY25, reflecting the changes in the value of our
portfolio companies. We discuss valuation drivers for our businesses on pages
5-6. The performance of each of our private large portfolio companies is
discussed on pages 11-15.
As a result of the movements described above, GCAP's adjusted IFRS net income
was GEL 598.9 million in 4Q25 and GEL 1,870.4 million in FY25.
DISCUSSION OF PORTFOLIO COMPANIES' RESULTS (STAND-ALONE IFRS)
The following sections present the IFRS results and business development
extracted from the individual portfolio company's IFRS accounts, where the
2025 portfolio company's accounts and respective IFRS numbers are unaudited.
We present key IFRS financial highlights, operating metrics and ratios along
with commentary explaining the developments behind the numbers. For the
majority of our portfolio companies, the fair value of our equity investments
is determined using an income approach (DCF), cross-checked with a market
approach (listed peer multiples and precedent transactions). Under the
discounted cash flow (DCF) valuation method, fair value is estimated by
deriving the present value of the business using reasonable assumptions of
expected future cash flows and the terminal value, and the appropriate
risk-adjusted discount rate that quantifies the risk inherent to the business.
Under the market approach, listed peer group earnings multiples are applied to
the trailing twelve months (LTM) stand-alone IFRS earnings of the relevant
business. As the income approach is the valuation driver, the stand-alone IFRS
results and developments driving the IFRS earnings of our portfolio companies
are key inputs to their valuations within GCAP's financial statements. See
"Basis of Presentation" on page 25 for more background.
Discussion of retail (pharmacy) business results
The retail (pharmacy) business, where GCAP owns a 98.0% equity interest, is
the largest pharmaceuticals retailer and wholesaler in Georgia, with a 33.7%
market share in the organised retail market based on 2024 revenues. The
business consists of a retail pharmacy chain operating under two brands (GPC
and Pharmadepot) and a wholesale business that sells pharmaceuticals and
medical supplies to hospitals and other pharmacies. The business operates a
total of 453 pharmacies (of which 435 are in Georgia and 18 in Armenia) and 19
franchise stores (of which, 11 are in Georgia, three in Armenia and five in
Azerbaijan).
4Q25 and FY25 performance (GEL '000), retail (pharmacy)(( 27 ))
(Unaudited)
INCOME STATEMENT HIGHLIGHTS 4Q25 4Q24 Change FY25 FY24 Change
Revenue, net 258,118 232,532 11.0% 939,561 850,115 10.5%
of which, retail 203,449 182,304 11.6% 732,818 681,213 7.6%
of which, wholesale 54,669 50,228 8.8% 206,743 168,902 22.4%
Gross Profit 85,755 73,019 17.4% 309,357 261,266 18.4%
Gross profit margin 33.2% 31.4% 1.8 ppts 32.9% 30.7% 2.2 ppts
Operating expenses (excl. IFRS 16) (56,932) (48,494) 17.4% (206,847) (180,339) 14.7%
EBITDA (excl. IFRS 16) 28,823 24,525 17.5% 102,510 80,927 26.7%
EBITDA margin, (excl. IFRS 16) 11.2% 10.5% 0.7 ppts 10.9% 9.5% 1.4 ppts
Net profit (excl. IFRS 16) 20,843 13,613 53.1% 69,837 38,282 82.4%
CASH FLOW HIGHLIGHTS
Cash flow from operating activities (excl. IFRS 16) 26,752 21,541 24.2% 95,434 78,249 22.0%
EBITDA to cash conversion 92.8% 87.8% 5.0 ppts 93.1% 96.7% -3.6 ppts
Cash flow used in investing activities 28 (4,566) (14,589) -68.7% (18,401) (41,278) -55.4%
Free cash flow (excl. IFRS 16) 29 22,044 13,528 63.0% 76,491 54,751 39.7%
Cash flow used in financing activities (excl. IFRS 16) (37,502) (23,978) 56.4% (59,179) (77,722) -23.9%
BALANCE SHEET HIGHLIGHTS 31-Dec-25 30-Sep-25 Change 31-Dec-24 Change
Total assets 651,222 660,568 -1.4% 608,576 7.0%
of which, cash and bank deposits 37,177 52,589 -29.3% 19,154 94.1%
of which, securities and loans issued - - - 19,087 NMF
Total liabilities 530,773 541,112 -1.9% 521,341 1.8%
of which, borrowings 157,394 175,373 -10.3% 181,833 -13.4%
of which, lease liabilities 155,539 153,398 1.4% 149,348 4.1%
Total equity 120,449 119,456 0.8% 87,235 38.1%
INCOME STATEMENT HIGHLIGHTS
Ø The developments in the business' total revenue in 4Q25 and FY25 reflect
the combination of the following factors:
o An 11.6% y-o-y increase in retail revenue in 4Q25 (7.6% y-o-y in FY25) was
driven by strong same-store revenue growth of 8.9% in 4Q25 (6.3% in FY25) and
a 9.2% y-o-y increase in average bill size during the quarter (10.0% y-o-y in
FY25). Retail revenue growth was further supported by the excellent ramp-up of
newly launched pharmacy stores, with 43 new stores added in 2025, as well as
increased demand for seasonal medicines amid heightened flu activity.
Favourable macroeconomic conditions and sustained economic growth in Georgia
also contributed positively to the results.
o Wholesale revenues increased by 8.8% y-o-y in 4Q25, primarily driven by
growth in state sponsored programmes supported by the continued expansion of
the pharmacy chain network, alongside the addition of distribution channels.
The 22.4% y-o-y increase in FY25 was further underpinned by the award of
additional state tenders during the year.
Ø Gross profit margin improvement in 4Q25 and FY25 was underpinned by
improved trading terms with key suppliers across all major categories, as well
as a shift in the sales mix towards higher margin non-prescription medicines.
Ø The y-o-y increase in operating expenses (excl. IFRS 16) in 4Q25 and FY25
was mainly driven by higher salary costs, up 25.3% and 19.4% y-o-y in 4Q25 and
FY25, respectively. This reflects increased staff compensation aligned with
market trends, the implementation of new incentive schemes aimed at improving
the gross profit margin, and the continued growth of the business.
Ø As a result, the business achieved y-o-y EBITDA (excl. IFRS 16) growth of
17.5% in 4Q25 and 26.7% in FY25.
Ø Net interest expense (excl. IFRS 16) was down by 2.9% y-o-y to GEL 4.3
million in 4Q25 and down by 21.0% y-o-y in FY25, reflecting lower average net
debt balance.
Ø The developments described above translated into a GEL 7.2 million y-o-y
increase in net profit (excl. IFRS 16) in 4Q25 (up by GEL 31.6 million y-o-y
in FY25).
CASH FLOW AND BALANCE SHEET HIGHLIGHTS
Ø The net debt balance amounted to GEL 120.2 million as at 31-Dec-25, down
2.1% from GEL 122.8 million at 30-Sep-25 and down 16.3% from GEL143.6 million
at 31-Dec-24, reflecting robust cash flow generation during the year. As a
result, net debt to EBITDA 30 leverage ratio stood at 1.3x as of 31-Dec-25
(1.3x as of 30-Sep-25 and 1.9x as of 31-Dec-24).
Ø The EBITDA to cash conversion stood at 92.8% and 93.1% in 4Q25 and in FY25,
respectively. While the ratio improved on a y-o-y basis in the quarter -
reflecting the strong business performance outlined above - it declined y-o-y
in FY25, mainly due to higher working capital requirements and increased cash
outflows associated with the company's business expansion.
Ø The business paid GEL 14.9 million dividends to GCAP in 4Q25 (GEL 34.9
million in FY25).
OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS
Ø In 4Q25, retail pharmacy chain expanded by 15 pharmacies, with openings
focused on strategically selected locations. The new stores were developed
using cost-efficient formats, requiring limited capital investments.
The number of pharmacies and franchise stores is provided below:
(Unaudited) Dec-25 Sep-25 Change (q-o-q) Dec-24 Change (y-o-y)
Number of pharmacies 453 438 15 410 43
of which, Georgia 435 422 13 395 40
of which, Armenia 18 16 2 15 3
Number of franchise stores 19 20 (1) 19 -
of which, Georgia 11 12 (1) 12 (1)
of which, Armenia 3 3 - 2 1
of which, Azerbaijan 5 5 - 5 -
Ø Retail (pharmacy)'s key operating performance highlights for 4Q25 and FY25
are noted below:
Key metrics (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Same store revenue growth 8.9% 0.0% 8.9 ppts 6.3% -1.7% 8.0 ppts
Number of bills issued (mln) 8.2 8.0 2.8% 30.9 31.6 -2.2%
Average bill size (GEL) 23.4 21.5 9.2% 22.4 20.4 10.0%
Discussion of insurance (P&C and medical) business results
As at 31-Dec-25, the insurance business comprises a) property and casualty
(P&C) insurance business, operating under the brand name "Aldagi" and b)
medical insurance business, operating under "Imedi L" and "Ardi" brands, the
latter acquired in April 2024. The P&C insurance business is a leading
player with a 34% market share in property and casualty insurance based on
gross premiums as of 30-Sep-25. P&C also offers a variety of non-property
and casualty products, such as life insurance. The medical insurance business
is the country's largest private health insurer, with a 33% market share based
on gross insurance premiums as of 30-Sep-25, offering a variety of health
insurance products primarily to corporate and (selectively) to state entities
and to retail clients in Georgia. GCAP owns a 100% equity stake in both
insurance businesses.
4Q25 and FY25 performance (GEL'000), insurance (P&C and medical)(( 31 ))
(Unaudited) 4Q25 4Q24 Change FY25 FY24 Change
INCOME STATEMENT HIGHLIGHTS
Insurance revenue 105,638 96,235 9.8% 388,856 316,483 22.9%
of which, P&C insurance 46,864 40,091 16.9% 177,019 149,021 18.8%
of which, medical insurance 58,774 56,144 4.7% 211,837 167,462 26.5%
Net underwriting profit 26,587 22,033 20.7% 97,728 79,823 22.4%
Net investment profit 5,089 4,965 2.5% 18,187 16,178 12.4%
Pre-tax profit 32 12,852 10,677 20.4% 51,142 42,895 19.2%
of which, P&C insurance 8,019 7,209 11.2% 34,742 28,952 20.0%
of which, medical insurance 4,833 3,468 39.4% 16,400 13,943 17.6%
CASH FLOW HIGHLIGHTS
Net cash flows from operating activities 20,010 26,351 -24.1% 69,764 69,140 0.9%
Free cash flow 18,839 23,990 -21.5% 60,492 64,917 -6.8%
BALANCE SHEET HIGHLIGHTS 31-Dec-25 30-Sep-25 Change 31-Dec-24 Change
Total assets 333,137 383,419 -13.1% 300,510 10.9%
Total equity 145,781 150,332 -3.0% 128,614 13.3%
INCOME STATEMENT HIGHLIGHTS
Ø The y-o-y increase in 4Q25 and FY25 insurance revenue reflects a
combination of factors:
§ The revenue of the P&C insurance business was up by 16.9% y-o-y in
4Q25 (up 18.8% y-o-y in FY25), resulting from:
o A GEL 2.1 million y-o-y increase in motor insurance revenues in 4Q25 (GEL
14.1 million y-o-y increase in FY25), mainly attributable to the expansion of
the retail client portfolio.
o A GEL 2.0 million y-o-y increase in credit life Insurance revenues in 4Q25
(GEL 6.9 million y-o-y increase in FY25), driven by the growth of partner
banks' portfolios in the mortgage, consumer loan, and other sectors.
o A GEL 2.8 million y-o-y increase in 4Q25 (GEL 7.3 million y-o-y increase
in FY25) in the revenues from other insurance lines.
§ The revenue of the medical insurance business increased by 4.7% y-o-y in
4Q25 (up 26.5% y-o-y in FY25), reflecting organic growth of the portfolio, a
mid-teen percentage increase in insurance policy prices, and for FY25, the
positive impact of the acquisition of Ardi insurance portfolio in April 2024,
the latter contributing GEL 32.6 million y-o-y to revenue growth in FY25,
given the inclusion of revenue for the full year.
Ø The insurance business' key performance ratios for 4Q25 and FY25 are noted
below:
Key ratios P&C insurance Medical insurance
(Unaudited) 4Q25 4Q24 Change FY25 FY24 Change 4Q25 4Q24 Change FY25 FY24 Change
Combined ratio 90.9% 89.9% 1.0 ppts 86.5% 87.5% -1.0 ppts 92.5% 94.4% -1.9 ppts 93.6% 93.1% 0.5 ppts
Expense ratio 38.1% 35.1% 3.0 ppts 34.3% 34.1% 0.2 ppts 19.3% 16.7% 2.6 ppts 18.2% 16.8% 1.4 ppts
Loss ratio 51.1% 54.7% -3.6 ppts 51.7% 53.3% -1.6 ppts 73.2% 77.7% -4.5 ppts 75.4% 76.3% -0.9 ppts
FX ratio 1.7% 0.1% 1.6 ppts 0.5% 0.1% 0.4 ppts - - - - - -
ROAE(( 33 )) 29.0% 30.8% -1.8 ppts 33.5% 33.2% 0.3 ppts 52.7% 44.0% 8.7 ppts 46.0% 35.6% 10.5 ppts
Ø The combined ratio of the P&C insurance business increased by 1.0 ppts
y-o-y to 90.9% in 4Q25, primarily reflecting the net impact of a) a 3.0 ppts
y-o-y increase in the expense ratio, mainly driven by a shift in the portfolio
mix and b) a 3.6 ppts y-o-y improvement in the overall P&C loss ratio
attributable to improved loss ratio in the corporate motor and credit life
insurance segments. The performance was partially subdued by an adverse
movement in the property insurance loss ratio due to two large claims,
totalling GEL 5.0 million in FY25, of which GEL 2.0 million was recorded in
4Q25. On the full-year basis, the combined ratio of P&C insurance improved
by 1.0 ppts y-o-y in FY25, primarily driven by a stronger loss ratio,
reflecting improvements in the corporate motor insurance segment following the
implementation of revised price segmentation initiatives.
Ø The combined ratio of the medical insurance business improved by 1.9 ppts
in 4Q25 (up by 0.5 ppts y-o-y in FY25), primarily driven by a lower loss
ratio, reflecting stronger underwriting discipline and revised price
segmentation initiatives. This improvement was partially offset by 2.6 ppts
y-o-y increase in the expense ratio in 4Q25, due to a shift in the portfolio
mix.
Ø Net investment profit remained broadly stable in 4Q25, up by 2.5% y-o-y,
while the FY25 figure increased by 12.4% y-o-y, mainly due to the FX movements
and a higher average liquid funds balance.
Ø As a result, the pre-tax profit of the insurance business was up 20.4% and
19.2% y-o-y in 4Q25 and FY25, respectively.
CASH FLOW AND BALANCE SHEET HIGHLIGHTS
Ø The solvency ratio of P&C and medical insurance businesses stood at
175% and 141%, respectively, as of 31-Dec-25, significantly above the required
minimum of 100%.
Ø The net debt to EBITDA leverage ratio stood at 0.4x as at 31-Dec-25 (0.1x
as at 30-Sep-25 and 0.5x as at 31-Dec-24).
Ø The business distributed GEL 17.3 million dividends to GCAP in 4Q25 (GEL
32.9 million in FY25).
OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS
Ø In July 2025, a leading international credit rating agency upgraded the
credit rating of Aldagi to the investment grade level of "bbb- (Stable)" from
"bb+ (Positive)", marking the first time a Georgian insurance company has been
assigned an international investment-grade credit rating. The rating upgrade
reflects AM Best's view that, underpinned by prudent capital and underwriting
management, Aldagi is well positioned to maintain balance sheet strength and
sustain its strong level of risk-adjusted capitalisation. The detailed rating
announcement is available on AM Best's website
(https://news.ambest.com/PR/PressContent.aspx?altsrc=10&RefNum=36194&URatingId=2970370&_gl=1*vysaz4*_ga*MTg0NTkyMTU4OC4xNzQ0Nzk5MjM3*_ga_VNWYD5N5NL*czE3NTIwNDkzOTAkbzgkZzEkdDE3NTIwNjg1NzMkajEyJGwwJGgw)
.
Discussion of healthcare services business results(( 34 ))
The healthcare services business, where GCAP owns 100% equity, is the largest
healthcare market participant in Georgia comprising two segments: 1) hospitals
(seven large and specialty hospitals - providing secondary and tertiary level
healthcare services across Georgia and 30 regional and community hospitals -
providing outpatient and basic inpatient services), and 2) clinics and
diagnostics (16 polyclinics - providing outpatient diagnostic and treatment
services and diagnostics - operating the largest laboratory in the entire
Caucasus region "Mega Lab").
4Q25 and FY25 performance (GEL '000), healthcare services(( 35 ))
(Unaudited) 4Q25 4Q24 Change FY25 FY24 Change
INCOME STATEMENT HIGHLIGHTS
Revenue, net 36 126,084 109,499 15.1% 473,486 400,773 18.1%
Gross Profit 49,924 43,734 14.2% 187,518 152,692 22.8%
Gross profit margin 38.8% 39.3% -0.5 ppts 39.1% 37.6% 1.5 ppts
Operating expenses (excl. IFRS 16) (24,595) (22,233) 10.6% (94,038) (83,502) 12.6%
EBITDA (excl. IFRS 16) 25,329 21,501 17.8% 93,480 69,190 35.1%
EBITDA margin (excl. IFRS 16) 19.7% 19.3% 0.4 ppts 19.5% 17.0% 2.5 ppts
Net (loss)/profit (excl. IFRS 16) (4,103) 457 NMF (7,991) (10,693) -25.3%
CASH FLOW HIGHLIGHTS
Cash flow from operating activities (excl. IFRS 16) 36,932 31,816 16.1% 79,893 66,059 20.9%
EBITDA to cash conversion (excl. IFRS 16) 145.8% 148.0% -2.2 ppts 85.5% 95.5% -10.0 ppts
Cash flow used in investing activities 37 (37,750) (21,448) 76.0% (81,632) (32,949) NMF
Free cash flow (excl. IFRS 16) 38 (736) 14,799 NMF (2,930) 33,032 NMF
Cash flow from/(used in) financing activities (excl. IFRS 16) 20,327 (5,290) NMF 22,607 (27,933) NMF
BALANCE SHEET HIGHLIGHTS 31-Dec-25 30-Sep-25 Change 31-Dec-24 Change
Total assets 946,386 884,168 7.0% 828,101 14.3%
of which, cash balance and bank deposits 59,081 39,772 48.5% 39,102 51.1%
of which, securities and loans issued 650 539 20.6% 736 -11.7%
Total liabilities 564,781 500,085 12.9% 441,552 27.9%
of which, borrowings 402,029 381,337 5.4% 341,367 17.8%
Total equity 381,605 384,083 -0.6% 386,549 -1.3%
INCOME STATEMENT HIGHLIGHTS
Ø The hospitals and clinics and diagnostics businesses represent
approximately 80% and 20%, respectively, of the consolidated revenue of the
healthcare services business.
Total revenue breakdown(( 39 )) (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Total revenue, net 126,084 109,499 15.1% 473,486 400,773 18.1%
of which, large and specialty hospitals 67,944 61,965 9.6% 259,333 226,648 14.4%
of which, regional and community hospitals 34,877 28,474 22.5% 129,796 106,962 21.3%
of which, clinics 19,535 16,496 18.4% 72,857 59,762 21.9%
of which, diagnostics 7,409 6,319 17.2% 27,790 22,181 25.3%
Ø The 15.1% y-o-y increase in total revenue in 4Q25 (up 18.1% y-o-y in FY25)
reflects:
§ Increased demand for outpatient services at our large and specialty
hospitals, accounting for 36.7% of the revenue from this group of hospitals, a
0.9 ppts y-o-y increase in 4Q25 (up 2.0 ppts y-o-y to 36.5% in FY25). This
performance was further strengthened by the onboarding of reputable doctors
with loyal patient bases during 2025.
§ Strong revenue growth at our regional and community hospitals,
underpinned by a favourable shift in the sales mix and enhanced operational
efficiencies, resulting in 7.3 ppts y-o-y increase in occupancy rates to 65.3%
in 4Q25 (up 8.1 ppts y-o-y to 66.3% in FY25). This performance was further
supported by the acquisition of Gormed LLC in 4Q25, with its results
consolidated from December 2025.
§ Solid performance across the clinics and diagnostics business, with
clinic revenues benefitting from a favourable shift in sales mix and increased
customer footprint driven by the overall service enhancements, while
diagnostics revenue increased on the back of growth in both B2B and retail
segments.
Ø Gross profit margin in 4Q25 remained broadly stable (down 0.5 ppts y-o-y),
while improving by 1.5 ppts y-o-y in FY25. In addition to the revenue
developments outlined above, margin performance reflects the following trends
in direct salary and materials rates 40 and utility costs:
§ The direct salary rate increased by 0.2 ppts y-o-y to 38.8% in 4Q25,
driven by market-aligned salary adjustments and higher statutory minimum wage
requirements for nurses and other medical personnel. For FY25, the direct
salary rate improved by 0.7 ppts y-o-y to 38.7%, supported by strong revenue
growth.
§ The materials rate increased by 0.3 ppts y-o-y to 15.1% in 4Q25, mainly
due to a one-off write-off of expired medical inventories, while improving by
0.3 ppts y-o-y to 15.5% for FY25.
§ Utilities and other expenses increased by 12.8% y-o-y in 4Q25 (up 8.3%
y-o-y in FY25), mainly reflecting higher facility maintenance and utility
costs following the completion of renovation works in certain departments and
the overall expansion of the business.
Ø Operating expenses (excl. IFRS 16) were up by 10.6% in 4Q25, primarily
driven by increased general and administrative expenses in line with the
business expansion. On the full-year basis, operating expenses were up by
12.6% y-o-y in FY25, mainly reflecting increased salary expenses attributable
to business expansion.
Ø The developments described above translated into a 17.8% and 35.1% y-o-y
increase in EBITDA (excl. IFRS 16) in 4Q25 and FY25, respectively.
Total EBITDA (excl. IFRS 16) breakdown 41 (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Total EBITDA 25,329 21,501 17.8% 93,480 69,190 35.1%
of which, large and specialty hospitals 14,261 12,674 12.5% 52,207 41,580 25.6%
of which, regional and community hospitals 5,316 4,708 12.9% 20,974 13,586 54.4%
of which, clinics 4,161 3,033 37.2% 15,018 10,979 36.8%
of which, diagnostics 1,589 1,233 28.9% 5,523 3,192 73.0%
Ø Net interest expense (excl. IFRS 16) increased by 21.1% and 29.0% y-o-y in
4Q25 and FY25, respectively, mainly due to a higher net debt balance, elevated
market interest rates, and one-off costs associated with the recent bond
issuance. Following the GEL 350 million social bond placement, the healthcare
services business fully repaid its existing loans and refinanced them through
the newly issued bonds. Excluding one-off effects from the bond issuance, net
interest expense (excl. IFRS 16) increased by 25.5% y-o-y in FY25.
CASH FLOW AND BALANCE SHEET HIGHLIGHTS
In September 2025, Healthcare Services business successfully priced a GEL 350
million secured social bond offering on the Georgian market - marking the
largest GEL-denominated corporate placement in the country to date. The bonds
have a 5-year bullet maturity and carry a floating coupon rate indexed to the
Tbilisi Interbank Interest Rate (Non-Cumulative Compounded Daily TIBR)
plus 375 basis points. The proceeds were primarily used to refinance existing
long-term loans, with a portion allocated to future capital expenditures in
line with the Social Bond Framework.
Ø Capex investment was GEL 10.5 million in 4Q25 (GEL 58.1 million in FY25),
comprising: a) development capex of GEL 5.8 million in 4Q25 (GEL 30.1 million
in FY25) to expand service offerings and upgrade medical equipment and b)
maintenance capex of GEL 4.7 million in 4Q25 (GEL 28.0 million in FY25).
Ø The EBITDA to cash conversion ratio decreased by 2.2 ppts y-o-y to 145.8%
in 4Q25 (down by 10.0 ppts y-o-y to 85.5% in FY25), reflecting a high base
effect from the receipt of previously delayed receivables from the State in
2024, alongside strong EBITDA growth during 2025.
Ø The net debt to EBITDA (excl. IFRS 16) leverage ratio improved to 3.7x as
at 31-Dec-25, down from 3.8x as at 30-Sep-25 and down from 4.3x as at
31-Dec-24.
OTHER VALUATION DRIVERS AND OPERATING HIGHLIGHTS
Ø The business key operating performance highlights for 4Q25 and FY25 are
noted below:
Key metrics (unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Hospitals
Number of admissions (thousands): 413.8 388.2 6.6% 1,603.1 1,568.4 2.2%
of which, large and specialty hospitals 200.5 192.4 4.2% 766.0 729.0 5.1%
of which, regional and community hospitals 213.3 195.8 8.9% 837.1 839.4 -0.3%
Occupancy rates:
of which, large and specialty hospitals 76.4% 68.3% 8.1 ppts 75.1% 66.5% 8.6 ppts
of which, regional and community hospitals 65.3% 58.0% 7.3 ppts 66.3% 58.1% 8.1 ppts
Clinics
Number of admissions (thousands): 532.1 472.2 12.7% 1,942.9 1,762.9 10.2%
Diagnostics
Number of patients served (thousands) 224 215 4.4% 872 808 8.0%
Average number of tests per patient 3.2 3.0 6.5% 3.1 3.0 3.8%
Ø In October 2025, our healthcare services business agreed to acquire Gormed
LLC, a regional network of three hospitals and clinics in central Georgia. The
acquisition will expand our healthcare services business footprint into Gori
and surrounding areas and add approximately 80,000 new capitation patients to
our Regional and Community hospitals. The integration is expected to generate
significant efficiency gains in the following year through centralised
procurement, consolidation of overlapping facilities and service expansion. In
FY25, Gormed generated GEL 4.3 million EBITDA.
Discussion of emerging and other portfolio results
The five businesses in our "emerging and other" private portfolio are
renewable energy, education, auto service, wine and real estate (housing
development and hospitality). They had a combined value of GEL 573.8 million
at 31-Dec-25, which represents 11.3% of our total portfolio.
4Q25 and FY25 aggregated performance highlights (GEL '000), emerging and other
portfolio(( 42 ))
(Unaudited) 4Q25 4Q24 Change FY25 FY24 Change
Revenue 134,982 110,356 22.3% 439,412 473,853 -7.3%
EBITDA 21,273 22,138 -3.9% 83,260 85,002 -2.1%
Net cash flows from operating activities (8,298) 2,309 NMF 64,171 71,166 -9.8%
Ø Renewable energy | The renewable energy business operates three wholly
owned commissioned renewable assets with an aggregate installed capacity of
71MW. In addition, the business maintains a pipeline of renewable energy
projects at various stages of development. Revenue of the business increased
by 5.9% y-o-y to US$ 2.8 million in 4Q25, primarily driven by a 4.3% y-o-y
increase in electricity generation during the quarter, alongside a 1.7% y-o-y
increase in the average electricity selling price to 59.1 US$/mwh in 4Q25.
FY25 revenue declined by 2.3% y-o-y to US$ 15.7 million, mainly reflecting
lower electricity generation (down 3.5% y-o-y), due to unfavourable weather
conditions, partially offset by a 1.3% y-o-y increase in average selling price
to 57.8 US$/mwh in FY25. Operating expenses increased by 21.2% and 18.3% y-o-y
in 4Q25 and FY25, respectively, primarily because a lower share of salary
costs were eligible for capitalisation than in previous periods. As a result,
the business posted US$ 1.6 million and US$ 11.0 million EBITDA in 4Q25 and
FY25, respectively (down 2.5% and 9.1% y-o-y). In 4Q25, the business paid GEL
3.5 million dividends to GCAP (13.5 million in FY25).
Ø Education | Georgia Capital's education business is the largest player in
the private K-12 market in Georgia with 9.8% market share. It currently
combines majority stakes in four private school brands operating across seven
campuses, which are well-positioned in the international, premium, midscale
and affordable market segments. Revenue of the business increased by 15.1%
y-o-y to GEL 25.9 million in 4Q25 (up 16.7% y-o-y to GEL 79.5 million in
FY25), primarily driven by organic growth through strong intakes and capacity
increase. Operating expenses were up by 14.6% y-o-y in 4Q25 (up 15.8% y-o-y in
FY25), mainly due to increased salary costs, in line with the business
expansion. Consequently, EBITDA amounted to GEL 9.0 million in 4Q25 (up 16.0%
y-o-y) and GEL 19.8 million in FY25 (up 19.4% y-o-y).
Ø Auto service | The auto service business includes a periodic technical
inspection (PTI) business, and a car services and parts business. The business
paid GEL 2.0 million dividends in 4Q25 to GCAP (GEL 4.4 million in FY25).
o Periodic technical inspection (PTI) business | Revenue of the business
increased by 32.3% y-o-y to GEL 7.6 million in 4Q25 and by 19.0% y-o-y to GEL
27.8 million in FY25. The growth was driven by a 38.6% and 22.1% y-o-y
increase in the number of cars serviced during 4Q25 and FY25, respectively.
Operating expenses were up by 31.4% y-o-y in 4Q25 (up 17.3% y-o-y in FY25),
primarily reflecting higher salary expenses associated with the business
expansion. Consequently, the 4Q25 EBITDA increased by 37.0% y-o-y to GEL 3.8
million (up 23.8% y-o-y to GEL 15.2 million in FY25).
o Car services and parts business | Revenue of the business increased by
1.1% y-o-y to GEL 25.5 million in 4Q25 (up 2.9% y-o-y to GEL 72.5 million in
FY25), driven by growth in the retail and wholesale segments, partially offset
by a decline in the corporate segment. The gross profit increased by 3.9%
y-o-y to GEL 7.0 million in 4Q25 (up 11.5% y-o-y to GEL 20.6 million in FY25),
primarily due to flat service costs on the back of increased revenues.
Operating expenses were up 10.2% y-o-y in 4Q25 (up 3.8% y-o-y in FY25),
attributable to higher salary and marketing costs. As a result, the business
generated EBITDA of GEL 2.2 million in 4Q25 (GEL 5.6 million in FY25). In
4Q25, the business became the exclusive and official representative of Scania,
a leading global premium manufacturer of commercial vehicles, in Georgia.
Ø Wine | In 4Q25, net revenue of the business increased by 6.6% y-o-y to GEL
15.9 million (up 8.4% y-o-y to GEL 61.4 million in FY25), mainly attributable
to a low base, as net revenue in 4Q24 was adversely affected by higher grape
revaluation losses compared to 4Q25. Operating expenses decreased by 4.1%
y-o-y in 4Q25 (up 1.1% y-o-y in FY25). Consequently, the wine business posted
EBITDA of GEL 2.1 million in 4Q25 (up 3.0x y-o-y) and GEL 7.2 million in FY25
(up 44.0% y-o-y).
Ø Real estate businesses | The combined revenue of the real estate business
increased by 50.6% to GEL 52.3 million in 4Q25 (down 26.7% y-o-y to GEL 154.8
million in FY25), primarily reflecting the reassessment of the construction
progress for ongoing projects at our housing development business and strong
operating performance of the hospitality business. Consequently, gross profit
increased by GEL 12.2 million in 4Q25 y-o-y (up GEL 9.0 million y-o-y in
FY25). Operating expenses went up 2.9% and down 4.4% y-o-y in 4Q25 and FY25,
respectively. As a result, and in the absence of the revaluation gain of GEL
23.4 million recorded in 4Q24, EBITDA of the business declined by GEL 4.2
million y-o-y in 4Q25 (down by GEL 8.1 million y-o-y in FY25). In October
2025, GCAP's only hospitality business investment, Gudauri Lodge hotel, issued
US$ 10 million two-year bonds on the local market with the annual coupon rate
of 8.25%. The proceeds were used primarily for refinancing the existing
borrowings.
RECONCILIATION OF ADJUSTED INCOME STATEMENT TO IFRS INCOME STATEMENT
The table below reconciles the adjusted income statement to the IFRS income
statement. Adjustments to reconcile adjusted income statement with IFRS income
statement mainly relate to eliminations of income, expense and certain equity
movement items recognised at JSC Georgia Capital, which are subsumed within
gross investment income/(loss) in IFRS income statement of Georgia Capital
PLC.
4Q25, unaudited FY25, unaudited
GEL '000, unless otherwise noted Adjusted IFRS income statement Adjustment IFRS income statement Adjusted IFRS income statement Adjustment IFRS income statement
(Unaudited)
Dividend income 57,692 (16,446) 41,246 225,534 (101,057) 124,477
Interest income 1,957 (1,957) - 10,145 (10,103) 42
Realised/unrealised gain on liquid funds 59 (59) - 258 (258) -
Interest expense (3,024) 3,024 - (36,643) 36,643 -
Gross operating income 56,684 (15,438) 41,246 199,294 (74,775) 124,519
Operating expenses (administrative, salaries and other employee benefits) (19,035) 19,035 - (47,064) 47,064 -
GCAP net operating income 37,649 3,597 41,246 152,230 (27,711) 124,519
Total investment return/gain on investments at fair value 560,783 13,629 574,412 1,782,473 (8,266) 1,774,207
Administrative expenses, salaries and other employee benefits - (2,203) (2,203) - (7,388) (7,388)
Income before foreign exchange movements and non-recurring expenses 598,432 15,023 613,455 1,934,703 (43,365) 1,891,338
Net foreign currency gain 738 (587) 151 12,785 (11,481) 1,304
Non-recurring expenses (293) 293 - (77,047) 77,047 -
Net income 598,877 14,729 613,606 1,870,441 22,201 1,892,642
DETAILED FINANCIAL INFORMATION
IFRS STATEMENT OF PROFIT OR LOSS AND COMPREHENSIVE INCOME
GEL '000, unless otherwise noted 2025, unaudited 2024, audited
Gains on investments at fair value 1,774,207 242,989
Dividend income 124,477 125,109
Gross investment profit 1,898,684 368,098
General and administrative expenses (5,168) (3,958)
Salaries and other employee benefits (2,220) (1,791)
Profit before foreign exchange and non-recurring items 1,891,296 362,349
Net foreign currency gain 1,304 37
Interest income 42 -
Net losses from investment securities measured at FVPL - (112)
Profit before income taxes 1,892,642 362,274
Income tax - -
Profit for the year 1,892,642 362,274
Other comprehensive income - -
Total comprehensive income for the year 1,892,642 362,274
Earnings per share (GEL):
- basic 56.8755 9.7017
- diluted 54.0296 9.2987
IFRS STATEMENT OF FINANCIAL POSITION OF GEORGIA CAPITAL PLC
GEL '000, unless otherwise noted 31 December 2025 Unaudited 31 December 2024 Audited
Assets
Cash and cash equivalents(( 43 )) 13,495 3,521
Prepayments 1,194 1,396
Equity investments at fair value 5,183,691 3,606,400
Total assets 5,198,380 3,611,317
Liabilities
Other liabilities 3,853 2,304
Total liabilities 3,853 2,304
Equity
Share capital 1,148 1,300
Additional paid-in capital and merger reserve 238,311 238,311
Treasury shares (1) (2)
Retained earnings 4,955,069 3,369,404
Total equity 5,194,527 3,609,013
Total liabilities and equity 5,198,380 3,611,317
IFRS STATEMENT OF CASH FLOWS OF GEORGIA CAPITAL PLC
GEL '000, unless otherwise noted 2025 2024
Unaudited Audited
Cash flows from operating activities
Interest income received 42 -
Salaries and other employee benefits paid (1,314) (1,334)
General, administrative and operating expenses paid (4,566) (5,066)
Net cash flows used in operating activities before income tax (5,838) (6,400)
Income tax paid - -
Net Cash flow used in operating activities (5,838) (6,400)
Cash flows from investing activities
Capital redemption 196,984 -
Capital injection (68) -
Proceeds from redemption of redeemable securities - 3,379
Dividends received 124,477 125,109
Cash flows from investing activities 321,393 128,488
Cash flows from financing activities
Other purchases of treasury shares (306,361) (130,821)
Acquisition of treasury shares under share-based payment plan (499) (304)
Net cash used in financing activities (306,860) (131,125)
Effect of exchange rates changes on cash and cash equivalents 1,279 239
Net increase/(decrease) in cash and cash equivalents 9,974 (8,798)
Cash and cash equivalents, beginning of the year 3,521 12,319
Cash and cash equivalents, end of the year 13,495 3,521
IFRS STATEMENT OF CHANGES IN EQUITY OF GEORGIA CAPITAL PLC
Unaudited, GEL '000, unless otherwise noted Share capital Additional paid-in capital and merger reserve Treasury Retained earnings Total
shares
1 January 2025 1,300 238,311 (2) 3,369,404 3,609,013
Profit for the year - - - 1,892,642 1,892,642
Total comprehensive income for the year - - - 1,892,642 1,892,642
Increase in equity arising from share-based payments - - - 906 906
Cancellation of shares (152) - 152 - -
Purchase of treasury shares - - (151) (307,883) (308,034)
31 December 2025 1,148 238,311 (1) 4,955,069 5,194,527
SEGMENT INFORMATION - RECONCILIATION TO IFRS FINANCIAL STATEMENTS (2025)
Unaudited, GEL '000, Georgia Capital PLC Aggregation with JSC Georgia Capital Elimination of double effect on investments Aggregated Holding Company Reclassifications NAV
unless otherwise noted Statement
Cash and cash equivalents 13,495 186,175 - 199,670 (199,670) -
Amounts due from credit institutions - 10,256 - 10,256 (10,256) -
Marketable securities - 9,639 - 9,639 (9,639) -
Prepayments 1,194 - - 1,194 (1,194) -
Loans issued - 18,068 - 18,068 (18,068) -
Other assets, net - 24,566 - 24,566 (24,566) -
Equity investments at fair value 5,183,691 5,027,675 (5,136,481) 5,074,885 - 5,074,885
Total assets 5,198,380 5,276,379 (5,136,481) 5,338,278 (263,393) 5,074,885
Debt securities issued - 139,128 - 139,128 (139,128) -
Other liabilities 3,853 770 - 4,623 (4,623) -
Total liabilities 3,853 139,898 - 143,751 (143,751) -
Net Cash - - - - 102,909 102,909
of which, Cash and liquid funds - - - - 219,565 219,565
of which, Loans issued - - - - 2,236 2,236
of which, Dividend receivable - - - - 20,236 20,236
of which, Gross Debt - - - - (139,128) (139,128)
Net other assets - - - - 16,733 16,733
Total Equity/NAV 5,194,527 5,136,481 (5,136,481) 5,194,527 - 5,194,527
SELECTED EXPLANATORY NOTES TO THE IFRS FINANCIAL STATEMENTS OF GEORGIA CAPITAL
PLC (UNAUDITED)
Numbers are presented in GEL thousands, unless noted otherwise.
GOING CONCERN
The Board of Directors of Georgia Capital has made an assessment of the
Company's ability to continue as a going concern and is satisfied that it has
the resources to continue in business for a period of at least 12 months from
the date of approval of the financial statements, i.e. the period ending 31
March 2027. Furthermore, management is not aware of any material uncertainties
that may cast significant doubt upon the Company's ability to continue as a
going concern for the foreseeable future. Therefore, the financial statements
continue to be prepared on a going concern basis.
The Directors have made an assessment of the appropriateness of the going
concern basis of preparation and reviewed Georgia Capital's liquidity outlook
for the period ending 31 March 2027.
The main source of cash inflow for GCAP PLC is capital redemption and dividend
income from JSC GCAP, which holds the liquid assets to support the liquidity
needs of the Company as well. As at 31 December 2025, JSC GCAP holds cash in
the amount of GEL 186,175, amounts due from credit institutions in the amount
of GEL 10,256 and marketable debt securities in the amount of GEL 9,639.
Securities are considered to be highly liquid, as they are debt instruments
listed on international and local markets.
The liquidity needs of the Group during the Going Concern review period mainly
consist of the coupon payments on JSC GCAP sustainability-linked bonds and the
operating costs of running the holding companies and capital allocations to
its portfolio companies. The liquidity outlook also assumes dividend income
from the private portfolio companies (retail (pharmacy), healthcare services,
renewable energy, insurance businesses and auto service) and Lion Finance
Group PLC. Capital allocations are assumed in relation to emerging and other
portfolio companies (renewable energy and education).
On 3 August, 2023, JSC GCAP issued US$ 150 million sustainability-linked local
bonds in Georgia, with an 8.5% coupon rate, payable in August 2028. The
proceeds from the transaction, together with GCAP's existing liquid funds,
were fully used to redeem GCAP's US$ 300 million Eurobonds. Following these
transactions, GCAP's gross debt balance decreased from US$ 300 million to US$
150 million. In September 2025, GCAP exercised its call option to redeem US$
100 million of its US$ 150 million sustainability-linked local bonds.
Following the redemption, the outstanding principal amount of the bonds
decreased to US$ 50 million. The Directors remain confident that, given the
strong liquidity and the Group's track record of proven access to capital,
GCAP will successfully continue to service its existing bonds.
The Company has been increasingly assessing climate related risk and
opportunities that may be present to the Group. During the going concern
period no significant risk has been identified for the Group and portfolio
companies that would materially impact their ability to generate sufficient
cash and continue as a going concern.
Based on the considerations outlined above, management of Georgia Capital
concluded that the going concern basis of preparation remains appropriate for
these financial statements.
The Group performed stress testing for the assessment period, which involved
modelling the impact of a combination of severe and plausible risks. Based on
the results of the stress tests, the directors concluded that the Group
remains solvent with solid financial position and has sufficient cash and
liquid investment securities to withstand the distressed scenario.
FAIR VALUE MEASUREMENTS
VALUATION TECHNIQUES
The following is a description of the determination of fair value for
financial instruments which are recorded at fair value using valuation
techniques. These incorporate the Company's estimate of assumptions that a
market participant would make when valuing the instruments.
Assets for which fair value approximates carrying value
For financial assets and financial liabilities that are liquid or have a
short-term maturity (less than three months), it is assumed that the carrying
amounts approximate to their fair value. This assumption is also applied to
demand deposits, savings accounts without a specific maturity and variable
rate financial instruments.
Fixed rate financial instruments
The fair value of fixed rate financial assets and liabilities carried at
amortised cost are estimated by comparing market interest rates when they were
first recognised with current market rates offered for similar financial
instruments. The estimated fair value of fixed interest-bearing deposits is
based on discounted cash flows using prevailing money-market interest rates
for debts with similar credit risk and maturity.
Investment in subsidiaries
Equity investments at fair value include investments in subsidiaries at fair
value through profit or loss representing 100% interest of JSC Georgia Capital
and 92% in Georgian Beverages Holding Limited. Georgia Capital PLC holds an
investment in JSC Georgia Capital (an investment entity on its own), which
holds a portfolio of investments, both meet the definition of investment
entity and Georgia Capital PLC measures its investment in JSC Georgia Capital
at fair value through profit or loss. Investments in investment entity
subsidiaries and loans issued are accounted for as financial instruments at
fair value through profit and loss in accordance with IFRS 9. Debt securities
owned are measured at fair value. In the ordinary course of business, the net
asset value of investment entity subsidiaries is considered to be the most
appropriate to determine fair value. Starting from December 2024, Georgia
Capital PLC also holds an investment in Georgian Beverages Holding Limited
which is measured at fair value through profit or loss. Through this entity,
Georgia Capital PLC holds its minority interest in the beer and distribution
business. JSC Georgia Capital's net asset value as of 31 December 2025 and 31
December 2024 is determined as follows:
31 December 2025 31 December 2024
Assets
Cash and cash equivalents 186,175 167,801
Amounts due from credit institutions 10,256 98,844
Marketable securities 9,639 7,869
Equity investments at fair value 5,027,675 3,720,071
Of which listed and observable investments 2,489,286 1,609,035
Lion Finance Group 2,489,286 1,421,035
Water utility - 188,000
Of which private investments: 2,538,389 2,111,036
Large portfolio companies 2,011,844 1,557,951
Retail (pharmacy) 869,744 716,130
Insurance (P&C and medical) 528,297 427,945
Healthcare services 613,803 413,876
Emerging and other companies 526,545 553,085
Loans issued 18,068 -
Other assets 24,566 5,017
Total assets 5,276,379 3,999,602
Liabilities
Debt securities issued 139,128 432,460
Other liabilities 770 2,161
Total liabilities 139,898 434,621
Net Asset Value 5,136,481 3,564,981
In measuring fair values of JSC Georgia Capital's investments, following
valuation methodology is applied:
Equity Investments in Listed and Observable Portfolio Companies
Equity instruments listed on an active market are valued at the price within
the bid/ask spread, that is most representative of fair value at the reporting
date, which usually represents the closing bid price. The instruments are
included within Level 1 of the hierarchy in JSC GCAP financial statements. The
listed and observable portfolio also includes instruments for which there is a
clear exit path from the business, e.g. through a put and/or call options at
pre-agreed multiples. In such cases, pre-agreed terms are used for valuing the
company.
Equity Investments in Private Portfolio Companies
Equity investments in private portfolio companies are valued by applying an
appropriate valuation method, which makes maximum use of market-based public
information, is consistent with valuation methods generally used by market
participants and is applied consistently from period to period, unless a
change in valuation technique would result in a more reliable estimation of
fair value.
The value of an unquoted equity investment is generally crystallised through
the sale or flotation of the entire business. Therefore, the estimation of
fair value is based on the assumed realisation of the entire enterprise at the
reporting date. Recognition is given to the uncertainties inherent in
estimating the fair value of unquoted companies and appropriate caution is
applied in exercising judgments and in making the necessary estimates.
Large portfolio companies - An independent third-party valuation firm is
engaged to assess fair value ranges of large private portfolio companies at
the reporting date starting from 31 December 2020. The independent valuation
company has extensive relevant industry and emerging markets experience.
Valuation is performed by applying several valuation methods including an
income approach based mainly on discounted cash flow and a market approach
based mainly on listed peer multiples. The principal method for valuing the
investments uses the income approach with a cross-check to the market
approach. Starting from 2025, the valuation methodology was revised from a
weighted approach incorporating multiple valuation methods, as used in
previous reporting periods. This change did not have a material impact on the
investment values, as the income approach had been heavily weighted under the
prior methodology as well. Management selects what is considered to be the
most appropriate point in the provided fair value range at the reporting
date.
Emerging and other portfolio companies - Emerging private portfolio's fair
value assessment is performed by an independent third-party valuation firm at
the reporting date starting from 30 June 2022, applying the same valuation
methodology as described above. Other portfolio companies' fair value
assessment is performed internally. The methodology for valuing other
portfolio businesses is a mix of income approach based mainly on discounted
cash flow and a market approach based mainly on listed peer multiples.
The fair value of equity investments is determined using one of the valuation
methods described below:
Discounted cash flow
Under the discounted cash flow (DCF) valuation method, fair value is estimated
by deriving the present value of the business using reasonable assumptions of
expected future cash flows and the terminal value, and the appropriate
risk-adjusted discount rate that quantifies the risk inherent to the business.
The discount rate is estimated with reference to the market risk-free rate, a
risk adjusted premium and information specific to the business or market
sector. Under the discounted cash flow analysis unobservable inputs are used,
such as estimates of probable future cash flows and an internally-developed
discounting rate of return.
Listed Peer Group Multiples
This methodology involves the application of a listed peer group earnings
multiple to the earnings of the business. The earnings multiple used in
valuation is determined by reference to listed peer group multiples
appropriate for the period of earnings calculation for the investment being
valued.
A peer group is identified for each equity investment taking into
consideration points of similarity with the investment such as industry,
business model, size of the company, economic and regulatory factors, growth
prospects (higher growth rate) and risk profiles. Some peer-group companies'
multiples may be more heavily weighted during valuation if their
characteristics are closer to those of the company being valued than others.
As a rule of thumb, last 12-month earnings will be used for the purposes of
valuation as a generally accepted method. Earnings are adjusted where
appropriate for exceptional, one-off or non-recurring items. Fair value of
equity investments in private companies are determined as their enterprise
value less net financial debt (gross face value of debt less cash) appearing
in the most recent Financial Statements. The resulting fair value of equity is
allocated between Georgia Capital and other shareholders of the portfolio
company, if any.
Net Asset Value
The net assets methodology involves estimating fair value of an equity
investment in a private portfolio company based on its book value at reporting
date. This method is appropriate for businesses (such as real estate) whose
value derives mainly from the underlying value of its assets and where such
assets are already carried at their fair values (fair values determined by
professional third-party valuation companies) on the balance sheet.
Price of recent investment
The price of a recent investment resulting from an orderly transaction,
generally represents fair value as of the transaction date. At subsequent
measurement dates, the price of a recent investment may be an appropriate
starting point for estimating fair value. However, adequate consideration is
given to the current facts and circumstances to assess at each measurement
date whether changes or events subsequent to the relevant transaction imply a
change in the investment's fair value.
Exit price
Fair value of a private portfolio company in a sales process, where the price
has been agreed but the transaction has not yet settled, is measured at the
best estimate of expected proceeds from the transaction, adjusted pro-rata to
the proportion of shareholding sold.
Validation
Fair value of investments estimated using one of the valuation methods
described above is cross-checked using several other valuation methods such as
listed peer group or transaction multiples and DCF. If the analysis
significantly differs from the fair value estimate derived using primary
valuation method, the difference is examined thoroughly, and judgement is
applied in estimating fair value at the measurement date. In line with GCAP's
strategy, from time to time, we may receive offers from interested buyers for
the private portfolio companies, which would be considered in the overall
valuation assessment, where appropriate.
Valuation process for Level 3 valuations
As of 31 December 2025, Georgia Capital hired third-party valuation
professionals to assess fair value of the large and emerging private portfolio
companies, which include retail (pharmacy), insurance (consisting of a.
P&C insurance and b. medical insurance), healthcare (hospitals and clinics
and diagnostics), renewable energy and education. Management selects most
appropriate point in the provided fair value range at the reporting date. Fair
values of investments in other private portfolio companies are assessed
internally in accordance with Georgia Capital's valuation methodology by the
Valuation Workgroup.
Georgia Capital's Management Board proposes fair value to be placed at each
reporting date to the Audit and Valuation Committee. The Audit and Valuation
Committee is responsible for the review and approval of fair values of
investments at the end of each reporting period.
Description of significant unobservable inputs to level 3 valuations
The approach to valuations as of 31 December 2025 was consistent with the
Company's valuation process and policy. Management analyses the impact of
climate change on the valuations, such as by incorporation of known effects of
climate risks to the future cash flow forecasts or through adjusting peer
multiples the known differences in the climate risk exposure as compared to
the investment being fair valued. As at 31 December 2025, the management
concluded that the effects of the climate risks are reflected in the peer
multiples and discount rates used in the valuations and that no specific
adjustments are required in relation of the Group's investment portfolio
measurement and respective fair value sensitivity disclosures.
The following table show descriptions of significant unobservable inputs to
level 3 valuations of equity investments:
2025 2024
Description Valuation technique Unobservable input Range Fair value Range Fair value
Loans Issued Income approach, DCF Discount rate 11.0%-18.0% 18,068 - -
Equity investments at fair value Income approach, DCF Discount rate 12.0%-21.5% 2,392,052 12.0%-19.5% 2,031,534
Equity investments at fair value Market Approach, Comparable Companies EV/EBITDA multiple 5.5x-19.0x 146,337 5.8x-24.9x 79,502
6.6x-9.4x 8.0x
In October 2024, Georgia Capital entered into an agreement with a subsidiary
of Royal Swinkels N.V. ("Royal Swinkels") for the disposal of the beer and
distribution business. Following the disposal, the beer and distribution
business is held through a new holding company domiciled in the Netherlands
(the "Dutch Holdco"). Royal Swinkels holds 80% of Dutch Holdco and GCAP PLC
and its minority co-investor hold the other 20% (an effective 18.5% stake for
GCAP). The transaction was completed and GCAP received net proceeds of c.US$
63.0 million by 31 December 2024. The parties have put in place a put/call
structure relating to the remaining 20% holding. The put option granted to
GCAP PLC and its minority co-investor can be exercised at a pre-agreed
EV/EBITDA multiple, in each of the twelve-month periods following the approval
of the audited consolidated financial statements of the Dutch Holdco by
shareholders for each of the financial years ended 31 December 2028, 2029 and
2030.
During 2025, minority shareholders of Georgia Capital's schools in affordable
segment exercised put options over their minority interests in the schools
according to the terms defined in initial SPA. As a result, Georgia Capital's
ownership in the schools increased from 80% to 88.5% and 90% to 92.5%,
respectively.
In December 2023, the Georgian National Competition Agency (the "Agency")
imposed fines on four companies in the Georgian pharmaceutical retailers'
sector, including GCAP's retail (pharmacy) business, for alleged
anti-competitive actions related to price quotations on certain prescription
medicines funded under the state programme. The penalty amount assessed by the
Agency on the retail (pharmacy) business is GEL 20.0 million derived by
utilising the single rate across all the alleged participants. The company has
appealed the Agency's decision in court and plans to vigorously defend its
position. No date of hearing has been set yet.
As at 31 December 2025, Georgia Education Group, LLC ("GEG") was involved in
litigation with the minority partner of the British Georgian Academy, LLC
("BGA"). The minority partner initially was claiming the annulment of the
memorandum of understanding pursuant to which GEG acquired 70% of BGA ("MoU").
The lawsuit was later withdrawn and a new claim was submitted to the court,
which was later once again amended by the minority partner. The lawsuit now
seeks damages in the amount of US$ 15.5 million, termination of the MoU, and
the consequent return of BGA's 70% stake in BGA to the minority partner. The
case is currently pending before the Tbilisi city court of first instance.
Several preliminary hearings have been held. The date of the next preliminary
hearing has not yet been fixed.
GEG's assessment of the claim is that the claimant's allegations are based on
false factual grounds and are without any legal merit. Management shares GEG's
assessment of the merits of the case and considers that the probability of
incurring losses on this claim is low.
As at 31 December 2025, Group's companies (GEG, Georgia Capital plc, Georgia
Capital JSC) were involved in litigation with the minority partner of the BGA
in the High Court of England and Wales. The substance of the claims mirrors
the proceedings previously initiated before the Georgian courts.
The Group's assessment of the case is that the minority partner's allegations
are based on false factual grounds and are without any legal merit. In
addition, the Group considers that the minority partner's claims do not fall
within the jurisdiction of the UK courts and expects the proceedings to be
dismissed at the jurisdictional stage. The Group regards the claim as
frivolous, filed not for genuine cause and considers that the probability of
incurring losses on this claim is low.
ADDITIONAL FINANCIAL INFORMATION
The FY25 NAV Statement shows the development of NAV since 31-Dec-24:
GEL '000, unless otherwise noted Dec-24 1. Value creation(( 44 )) 2a. 2b. 2c. Dividends 3. Operating expenses 4. Liquidity/ FX/Other Dec-25 Change
(unaudited) Investment and Divestments Buyback %
Listed and observable portfolio companies
Lion Finance Group 1,421,035 1,521,375 (313,260) - (139,864) - - 2,489,286 75.2%
Water utility 188,000 3,744 (191,744) - - - - - NMF
Total listed and observable portfolio value 1,609,035 1,525,119 (505,004) - (139,864) - - 2,489,286 54.7%
Listed and observable portfolio value change % 94.8% -31.4% 0.0% -8.7% 0.0% 0.0% 54.7%
Private portfolio companies
Large portfolio companies 1,557,951 506,837 10,816 - (67,752) - 3,992 2,011,844 29.1%
Retail (pharmacy) 716,130 186,072 - - (34,861) - 2,403 869,744 21.5%
Insurance (P&C and medical) 427,945 132,803 - - (32,891) - 440 528,297 23.4%
Healthcare services 413,876 187,962 10,816 - - - 1,149 613,803 48.3%
Emerging and other companies 594,504 (23,949) 19,326 - (17,918) - 1,792 573,755 -3.5%
Total private portfolio value 2,152,455 482,888 30,142 - (85,670) - 5,784 2,585,599 20.1%
Private portfolio value change % 22.4% 1.4% 0.0% -4.0% 0.0% 0.3% 20.1%
Total portfolio value (1) 3,761,490 2,008,007 (474,862) - (225,534) - 5,784 5,074,885 34.9%
Total portfolio value change % 53.4% -12.6% 0.0% -6.0% 0.0% 0.2% 34.9%
Net (debt)/cash (2) (154,425) - 474,862 (313,112) 225,534 (22,027) (107,923) 102,909 NMF
of which, cash and liquid funds 278,237 - 474,862 (313,112) 205,298 (22,027) (403,693) 219,565 -21.1%
of which, loans issued - - - - - - 2,236 2,236 NMF
of which, accrued dividend income - - - - 20,236 - - 20,236 NMF
of which, gross debt (432,662) - - - - - 293,534 (139,128) -67.8%
Net other assets (3) 1,948 - - (1,128) - (25,037) 40,950 16,733 NMF
of which, share-based comp. - - - - - (25,037) 25,037 - NMF
Net asset value (1)+(2)+(3) 3,609,013 2,008,007 - (314,240) - (47,064) (61,189) 5,194,527 43.9%
NAV change % 55.6% 0.0% -8.7% 0.0% -1.3% -1.7% 43.9%
Shares outstanding(44) 37,612,488 - - (4,719,848) - - 690,160 33,582,800 -10.7%
Net asset value per share, GEL 95.95 53.39 0.00 10.86 0.00 (1.25) (4.28) 154.68 61.2%
NAV per share, GEL change % 55.6% 0.0% 11.3% 0.0% -1.3% -4.5% 61.2%
Commencement of US$ 50 million share buyback and cancellation programme
As outlined on page 2 above, the Board has approved the commencement of the
US$ 50 million share buyback and cancellation over a nine-month period, which
will be put in place immediately. The shares will be purchased in the open
market and the cancellation of the treasury shares will be executed on a
monthly basis. The purpose of the buyback is to reduce the share capital.
Under the buyback programme, the maximum price paid per share will not exceed
the latest reported NAV per share amount.
In accordance with the authority granted by the shareholders at the 2025
annual general meeting ("AGM"), the maximum number of shares that may be
repurchased is 3,150,275. The Programme is conducted within certain pre-set
parameters, and in accordance with the general authority to repurchase shares
granted at the 2025 AGM, Chapter 12 of the FCA Listing Rules, and the
provisions of the Market Abuse Regulation 596/2014/EU and of the Commission
Delegated Regulation (EU) 2016/1052 (as they form part of UK domestic law).
The Company has appointed Numis Securities Limited ("Deutsche Numis") to
manage an irrevocable, non‐discretionary share buyback programme until the
end of the Programme. During closed periods the Company and its directors have
no power to invoke any changes to the Programme and it is being executed at
the sole discretion of Deutsche Numis.
The Company will make further announcements in due course following the
completion of any share repurchases.
Basis of presentation
This announcement contains unaudited financial results presented in accordance
UK-adopted international accounting standards ("IFRS"). The financial results
are unaudited and derived from management accounts.
The information in this Announcement in respect of full year 2025 preliminary
results, which was approved by the Board of Directors on 23 February 2026,
does not constitute statutory accounts as defined in Section 435 of the UK
Companies Act 2006. The Group's financial statements for the year ended 31
December 2024 were filed with the Registrar of Companies, and the audit
reports were unqualified and contained no statements in respect of Sections
498 (2) or (3) of the UK Companies Act 2006. The financial statements for the
year ended 31 December 2025 will be included in the Annual Report and Accounts
to be published in March 2026 and filed with the Registrar of Companies in due
course. Under IFRS 10, Georgia Capital PLC meets the "investment entity"
definition and does not consolidate its portfolio companies, instead the
investments are measured at fair value. Our Group level discussion is
therefore based on the IFRS 10 investment entity accounts.
Net Asset Value statement, as included in notes to IFRS financial statements,
summarises the Group's equity value and drivers of related changes between the
reporting periods. Georgia Capital PLC holds an investment in JSC Georgia
Capital (an investment entity on its own), which holds a portfolio of
investments, each measured at fair value. Georgia Capital PLC measures its
investment in JSC Georgia Capital at fair value through profit and loss under
IFRS, estimated with reference to JSC Georgia Capital's own investment
portfolio value as offset against its net debt. NAV is calculated at
stand-alone GCAP level, which represents the aggregation of the stand-alone
assets and liabilities of Georgia Capital PLC and JSC Georgia Capital.
The income statement presents the Group's results of operations for the
reporting period. As we conduct most of our operations through JSC Georgia
Capital, through which we hold our portfolio companies, the IFRS results
provide little transparency on the underlying trends. To enable a
comprehensive view of the combined operations of Georgia Capital PLC and JSC
Georgia Capital (together referred to herein as "GCAP") as if it were one
holding company, we adjust the accounts ("adjusted IFRS 10 Income Statement").
For details on the methodology underlying the preparation of the adjusted
income statement, please refer to page 94 in Georgia Capital PLC 2024 Annual
report. A full reconciliation of the adjusted income statement, to the IFRS
income statement is provided on page 17. Our adjusted IFRS 10 income statement
may be viewed as alternative performance measure (APM).
Additionally, for the majority of our portfolio companies the fair value of
our equity investment is determined by an income approach (DCF), cross-checked
with market approach (listed peer multiples and precedent transactions). Under
the DCF valuation method, fair value is estimated by deriving the present
value of the business using reasonable assumptions of expected future cash
flows and the terminal value, and the appropriate risk-adjusted discount rate
that quantifies the risk inherent to the business. Under the market approach,
listed peer group earnings multiples are applied to the trailing twelve month
(LTM) stand-alone IFRS earnings of the relevant business. As such, the
stand-alone IFRS results and developments behind IFRS earnings of our
portfolio companies are key drivers in their valuations. Following the Group
discussion, we therefore also present IFRS financial statements for material
companies and a related brief results discussion.
Summary of valuation methodology for our investment portfolio
The fair values of our retail (pharmacy), insurance, healthcare services,
renewable energy, and education businesses at year-end 2025 were assessed by
an independent valuation company. The income and market approaches were
applied consistently under both internal and external valuations. The
independent valuation company's approach is based on the DCF, cross-checked
with the market approach, while the internal assessment uses combination of
these approaches.
GLOSSARY
1. APM - Alternative Performance Measure.
2. GCAP refers to the aggregation of stand-alone Georgia Capital PLC
and stand-alone JSC Georgia Capital accounts.
3. Georgia Capital and "the Group" refer to Georgia Capital PLC and
its portfolio companies as a whole.
4. NMF - Not meaningful.
5. NAV - Net Asset Value, represents the net value of an entity and is
calculated as the total value of the entity's assets minus the total value of
its liabilities.
6. LTM - last twelve months.
7. EBITDA - Earnings before interest, taxes, non-recurring items, FX
gain/losses and depreciation and amortisation; The Group has presented these
figures in this document because management uses EBITDA as a tool to measure
the Group's operational performance and the profitability of its operations.
The Group considers EBITDA to be an important indicator of its representative
recurring operations.
8. ROIC - return on invested capital is calculated as EBITDA less
depreciation, divided by the aggregate amount of total equity and borrowed
funds.
9. Loss ratio equals net insurance claims expense divided by net
earned premiums.
10. Expense ratio in P&C insurance equals sum of acquisition costs and
operating expenses divided by net earned premiums.
11. Combined ratio equals sum of the loss ratio and the expense ratio in the
insurance business.
12. ROAE - Return on average total equity (ROAE) equals profit for the
period attributable to shareholders divided by monthly average equity
attributable to shareholders of the business for the same period.
13. Net investment - gross investments less capital returns (dividends and
sell-downs).
14. EV - enterprise value.
15. Liquid assets & loans issued include cash, marketable debt
securities and issued short-term loans at GCAP level.
16. Total return/value creation - total return/value creation of each
portfolio investment is calculated as follows: we aggregate a) change in
beginning and ending fair values, b) gains from realised sales (if any) and c)
dividend income during period. We then adjust the net result to remove capital
injections (if any) to arrive at the total value creation/investment return.
17. WPP - Wind power plant.
18. HPP - Hydro power plant.
19. PPA - Power purchase agreement.
20. Number of shares outstanding - Number of shares in issue less total
unawarded shares in JSC GCAP's management trust.
21. Market Value Leverage ("MVL"), also Loan to Value ("LTV") -
Interchangeably used across the document and is calculated by dividing net
debt to the total portfolio value.
22. NCC - Net Capital Commitment, represents an aggregated view of all
confirmed, agreed and expected capital outflows at both Georgia Capital PLC
and JSC Georgia Capital levels.
23. NCC Ratio - Equals Net Capital Commitment divided by portfolio value.
ABOUT GEORGIA CAPITAL PLC
Georgia Capital PLC (LSE: CGEO LN) is a platform for buying, building and
developing businesses in Georgia (together with its subsidiaries, "Georgia
Capital" or "the Group"). The Group's primary business is to develop or buy
businesses, help them institutionalise their management and grow them into
mature businesses that can further develop largely on their own, either with
continued oversight or independently. Once Georgia Capital has successfully
developed a business, the Group actively manages its portfolio to determine
each company's optimal owner. Georgia Capital will normally seek to monetise
its investment over a 5-10 year period from initial investment.
Georgia Capital currently has the following portfolio businesses: (1) a retail
(pharmacy) business, (2) an insurance business (P&C and medical
insurance), (3) a healthcare services business (hospitals and clinics and
diagnostics). Georgia Capital also holds other small private businesses across
different industries in Georgia, as well as a 16.9% equity stake as at
31-Dec-25 in LSE listed Lion Finance Group PLC ("Lion Finance Group" or the
"Bank"), formerly known as "Bank of Georgia Group PLC", the holding company of
leading universal banks in Georgia and Armenia.
Forward looking statements
This announcement contains forward-looking statements, including, but not
limited to, statements concerning expectations, projections, objectives,
targets, goals, strategies, future events, future revenues or performance,
capital expenditures, financing needs, plans or intentions relating to
acquisitions, competitive strengths and weaknesses, plans or goals relating to
financial position and future operations and development. Although Georgia
Capital PLC believes that the expectations and opinions reflected in such
forward-looking statements are reasonable, no assurance can be given that such
expectations and opinions will prove to have been correct. By their nature,
these forward-looking statements are subject to a number of known and unknown
risks, uncertainties and contingencies, and actual results and events could
differ materially from those currently being anticipated as reflected in such
statements. Important factors that could cause actual results to differ
materially from those expressed or implied in forward-looking statements,
certain of which are beyond our control, include, among other things: regional
instability; currency fluctuations and risk, including depreciation of the
Georgian Lari, and macroeconomic risk, regulatory risk across a wide range of
industries; investment risk; liquidity risk; portfolio company strategic and
execution risks and other key factors that could adversely affect our business
and financial performance, which are contained elsewhere in this document and
in our past and future filings and reports and also the 'Principal Risks and
Uncertainties' included in 1H25 Results Announcement and in Georgia Capital
PLC's Annual Report and Accounts 2024. No part of this document constitutes,
or shall be taken to constitute, an invitation or inducement to invest in
Georgia Capital PLC or any other entity and must not be relied upon in any way
in connection with any investment decision. Georgia Capital PLC and other
entities undertake no obligation to update any forward-looking statements,
whether as a result of new information, future events or otherwise, except to
the extent legally required. Nothing in this document should be construed as a
profit forecast.
Disclaimer
Georgia Capital engaged Kroll, a third-party independent valuation firm to
provide a range of fair values of certain subject investments. For the period
ended 31
December 2025, Georgia Capital asked the independent valuation firm to
independently estimate a range of fair value for 100 percent of Georgia
Healthcare Group ("GHG"), A Group ("Insurance"), Georgia Pharmacy Group
("Pharmacy"), Georgian Renewable Power Holding ("GRPH") and Georgia Education
Group ("GEG"). Kroll performed limited procedures and applied their judgement
to estimate fair value range based on the facts and circumstances known to
them as at the valuation date, 31 December 2025. The analysis performed by
Kroll was based upon data and assumptions provided by Georgia Capital and
received from third party sources, which the independent valuation firm relied
upon as being accurate without independent verification. The advice of the
third-party independent valuation firm is one input that the Georgia Capital
considered for determining the fair value of GHG, Insurance, Pharmacy, GRPH
and GEG for which the Company is ultimately and solely responsible. In this
context, Kroll's role as independent valuation service provider did not
constitute an endorsement of Georgia Capital either from a financial or
operational point of view, nor did they provide a transaction, fairness or
solvency opinion. The results of the independent valuation report should not
be relied upon by anyone for any investment or transaction purpose related to
the Company or any underlying investments.
COMPANY INFORMATION
Georgia Capital PLC
Registered Address
19(th) Floor
51 Lime Street
London, EC3M 7DQ
United Kingdom
www.georgiacapital.ge (http://www.georgiacapital.ge)
Registered under number 10852406 in England and Wales
Stock Listing
London Stock Exchange PLC's Main Market for listed securities
Ticker: "CGEO.LN"
Contact Information
Georgia Capital PLC Investor Relations
Telephone: +44 (0) 203 178 4034; +995 322 000000
E-mail: ir@gcap.ge (mailto:ir@gcap.ge)
Auditors
PricewaterhouseCoopers LLP ("PwC")
7 More London Riverside,
London SE1 2RT,
United Kingdom
Registrar
Computershare Investor Services PLC
The Pavilions
Bridgewater Road
Bristol BS13 8AE
United Kingdom
Please note that Investor Centre is a free, secure online service run by our
Registrar, Computershare,
giving you convenient access to information on your shareholdings.
Investor Centre Web Address - www.investorcentre.co.uk
(http://www.investorcentre.co.uk) .
Investor Centre Shareholder Helpline: +44 (0) 370 873 5866
Share price information
Shareholders can access both the latest and historical prices via the website
www.georgiacapital.ge (http://www.georgiacapital.ge)
1 See "Basis of Presentation" for more background on page 25. Private
portfolio companies' performance includes aggregated stand-alone IFRS results
for our portfolio companies, which can be viewed as APMs for Georgia Capital,
since Georgia Capital does not consolidate its subsidiaries and instead
measures them at fair value under IFRS.
2 Please see definition in glossary on page 26.
3 The December 2025 figure includes GEL 20 million in accrued dividend
income from Lion Finance Group PLC, while the September 2025 figure includes
GEL 40 million in accrued dividend income from Lion Finance Group PLC.
4 Includes both the buybacks under the share buyback and cancellation
programme and for the management trust.
5 Includes both cash and buyback dividends.
6 Private portfolio companies' performance highlights are presented
excluding beer and distribution businesses. Aggregated numbers are presented
like-for-like basis. Large portfolio figures include the updated presentation
format of the healthcare services business (comparative periods have been
adjusted retrospectively).
7 The results of our five businesses included in the emerging and other
portfolio (described on page 16) are not broken out separately. Performance
totals, however, include the emerging and other portfolio companies' results.
8 Determined by taking into account the 39.5 million total voting rights in
issue as of 31 December 2024.
9 Determined by taking into account the peak number of 47.9 million shares
issued as of 31-Dec-20.
10 Please see definition in glossary on page 26.
11 Change in the fair value attributable to the change in actual or expected
earnings of the business, as well as the change in net debt.
12 Change in the fair value attributable to the change in valuation
multiples and the effect of exchange rate movement on net debt.
13 Please read more about valuation methodology on page 25 in "Basis of
presentation".
(( 14 )) Multiple as of 31-Dec-24 has been adjusted to reflect the impact of
Ardi's acquisition. Excluding this effect, the implied LTM P/E valuation
multiple stood at 11.1x.
15 In 2025, GCAP received dividends for five quarters versus four quarters
in 2024, as LFG began paying dividends on a quarterly basis in 2025.
16 Investments are made at JSC Georgia Capital level, the Georgian holding
company.
17 Please see definition in glossary on page 26.
18 Change in the fair value attributable to the change in actual or expected
earnings of the business, as well as the change in net debt.
19 Change in the fair value attributable to the change in valuation
multiples and the effect of exchange rate movement on net debt.
20 Investments are made at JSC Georgia Capital level, the Georgian holding
company.
21 Non-recurring expenses reflect the full GEL 71.9 million impact of the
legacy Imedi L litigation case outcome in FY25, including GEL 27.2 million
previously deducted from total investment return.
22 Includes expenses such as external audit fees, legal counsel, corporate
secretary and other similar administrative costs.
23 Cash-based management expenses are cash salary and cash bonuses
paid/accrued for staff and management compensation.
24 Share-based management expenses are share salary and share bonus expenses
of management and staff.
25 Fund type expenses include expenses such as audit and valuation fees,
fees for legal advisors, Board compensation and corporate secretary costs.
26 Management fee is the sum of cash-based and share-based operating
expenses (excluding fund-type costs).
27 The detailed IFRS financial statements are included in supplementary
excel file, available at https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .
28 Of which - cash outflow on capex of GEL 4.7 million in 4Q25 and GEL 19.2
million in FY25 (GEL 7.1 million in 4Q24 and GEL 24.7 million in FY24);
proceeds from sale of assets GEL 1.2 million in FY25; Cash outflow on minority
acquisition of GEL 1.0 million in FY25.
29 Calculated by deducting capex and minority acquisition from operating
cash flows and adding proceeds from the sale of PPE/IP.
30 Figures take into account the application of the minority buyout
agreement.
31 The detailed IFRS financial statements are included in supplementary
excel file, available at https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .
32 The 4Q25 and FY25 figures do not take into account the US$ 26.5 million
payment to settle the Imedi L legacy case.
33 Calculated based on average equity, adjusted for preferred shares.
(( 34 )) Numbers reflect the revised presentation format of the healthcare
services business, implemented in 1Q25.
35 The detailed IFRS financial statements are included in supplementary
excel file, available at https://georgiacapital.ge/ir/financial-results
(https://georgiacapital.ge/ir/financial-results) .
36 Net revenue - Gross revenue less corrections and rebates. Margins are
calculated from gross revenue.
37 Of which - capex of GEL 10.5 million and 58.1 million in 4Q25 and FY25,
respectively (GEL 17.4 million and 62.3 million in 4Q24 and FY24,
respectively); proceeds from the sale of property of GEL 2.6 million in FY25
(GEL 30.5 million in FY24).
38 Operating cash flows less capex, plus net proceeds from the sale of
assets.
(( 39 )) Total figures take into account inter-business and inter-segment
eliminations and therefore do not equal the sum of the presented components.
40 The respective costs divided by gross revenues.
41 Total figures take into account inter-business and inter-segment
eliminations and therefore do not equal the sum of the presented components.
42 Emerging and other portfolio companies' performance highlights are
presented excluding the beer and distribution business, where GCAP has a 20%
minority holding. Aggregated numbers are presented like-for-like basis.
43 As at 31 December 2025 and 31 December 2024 cash and cash equivalents
consist of current accounts with credit institutions.
44 Please see definition in glossary on page 26.
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