REG - Kelso Group Holdings - FY25 Results
Today 07:02
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260430:nRSd4918Ca&default-theme=true
RNS Number : 4918C Kelso Group Holdings PLC 30 April 2026
30 April 2026
Kelso Group Holdings Plc
("Kelso" or the "Company")
Audited results for the year ended 31 December 2025
Update on investments
Kelso, the main market listed acquisition vehicle, is pleased to announce its
full year audited results for the twelve month period ended 31 December 2025
("FY25").
Kelso has entered its fourth year as a UK-focused listed investment vehicle
with a concentrated portfolio, targeting private-equity style returns from
public market investments.
Kelso invests in undervalued but established and profitable market-leading UK
companies with strong balance sheets. Its eight holdings have an average
market cap of c.£400m, ranging from small-cap AIM stocks through to FTSE 250
companies. Kelso seeks to actively support its investee companies through
discussions around strategy, capital allocation policies and IR, as well as
helping to navigate the market and attract potential new investors. Kelso
strongly believes that market prices do not always reflect intrinsic value,
and that this inefficiency, which is particularly evident in the UK small and
mid-cap sectors, creates an attractive investment opportunity.
The Board collectively owns c.17% of the Company and brings over 150 years of
combined City experience across multiple disciplines, including fund
management, corporate broking, M&A, law and shareholder activism.
Although Kelso is a permanent capital vehicle, as the Company grows, the Board
intends to increase its share buy backs when the shares trade below NAV in
order to improve capital returns and support liquidity in the shares for our
shareholders.
Kelso continues to build its pipeline of future investments and welcomes ideas
for established, profitable and undervalued companies to be sent to
info@kelsoplc.com.
FY25 Highlights
- Kelso continues to target market leading returns. NAV per share in
the year to December 2025 declined from 2.4p to 2.3p before recovering during
2026 to 2.6p as set out below in current trading.
- Over the 12 months to 31 December 2025, three out of four of
Kelso's active stocks saw an increase in share price, averaging 24%
(TheWorks.co.uk plc ("the Works") +70%, Angling Direct ("Angling Direct")
+32%, THG plc ("THG") +2%, and NCC Group plc ("NCC") -8% (before a 3%
dividend)).
- Selkirk Group plc ("Selkirk"), the AIM investing shell and
representing c.13% of NAV as at 31 December 2025, detracted from performance
as its share price fell 35% from 2.85p to 1.85p as at 31 December 2025.
However, in 2026 the share price has recovered, rising by 7% to 2.0p. Selkirk
retains £7.0m of the £7.1m net proceeds raised on IPO in November 2024. The
interest received on the cash deposit exceeds the ongoing costs.
- Operating costs are controlled tightly and continue to be kept to a
minimum.
Current trading as at 24 April 2026
Kelso has made a satisfactory start to 2026:
- NAV per share is up c.13% from c.2.3p to c.2.6p as at 24 April
2026, with net assets increasing from c.£10.3m to c.£11.3m. Gross
investments stand at approximately c.£15.5m (excluding other assets) with
gearing of c.£4.5m. Leverage is around 25%, supported by 5 of our 8 stocks
having net cash on their balance sheets.
- Kelso's number of declarable holdings has increased from five to
eight, including new positions in Saga plc ("Saga"), CVS Group plc ("CVS") and
Filtronic plc ("Filtronic"), with the portfolio split broadly 60% / 40%
between the FTSE 250 and AIM.
- The portfolio remains diversified with current positions including
NCC Group plc (18%), Saga (15%), CVS (15%), TheWorks (14%), Filtronic (10%),
THG plc (10%), Selkirk (9%), Angling Direct (8%).
- Performance of our current holdings since 1 January 2026 is:
Filtronic +66%, Saga +51%, The Works +31%, Selkirk +15%, Angling Direct -9%,
CVS -10%, NCC -15%, THG -19%.
- Excluding Selkirk, four of the seven investments, representing 47%
of the portfolio, have had upgrades to earnings guidance in the last 6 months.
- Two of our last three investments in 2026 have been notable
performers. Filtronic is detailed below and Saga which was acquired in
December 2025, following a significant further improvement in trading, has
seen its share price increase by over 50% this year.
- On 27 April 2026 we announced a new declarable holding in Filtronic
PLC, owning 500,000 shares with an average acquisition cost of 183p against a
closing price of 296p generating a c.60% unrealised gain to date.
- The portfolio is relatively liquid. The board estimates that c.69%
of our holdings by value can be liquidated within 5 days.
Sir Nigel Knowles, Chairman, commented:
'The Board is pleased with a satisfactory start to 2026 and believes the Group
has significant further potential for growth. Kelso continues to build a
differentiated, concentrated vehicle focussed on undervalued investments in
the UK market. Our current size allows us to invest in smaller situations that
are inaccessible to larger funds. We believe this agility and our concentrated
portfolio will support long-term performance.
Finally, I wanted to thank our shareholders, both private investors and our
institutional holders, for their continued support. The Board is confident
that the Group is well positioned to deliver strong returns over the course of
2026 and beyond.'
Kelso Group Holdings plc +44 (0) 75 4033 3933
John Goold, Chief Executive Officer
Jamie Brooke, Chief Investment Officer
Zeus (Broker) +44 (0) 20 3829 5000
Louisa Waddell, John Moran (Investment Banking)
Dominic King (Corporate Broking)
Camarco (Financial PR) +44 (0) 20 3757 4980
Billy Clegg
Notes to the Editors
Kelso Group Holdings Plc ("Kelso") is a main market investment vehicle, backed
by over 75 investors known to the Board alongside a small number of
institutions. The Board own approximately 17 per cent of Kelso and between
them have more than 150 years of experience in UK listed companies, across
fund management, private equity, corporate finance, law and M&A advisory.
Kelso's strategy is to hold a concentrated portfolio of fewer than ten
UK-listed companies, each of which it considers to be among the most
attractive opportunities in the UK small and mid-cap market. Kelso invests
only in established, profitable businesses, predominantly market leaders with
strong balance sheets. Kelso does not invest in early-stage, speculative or
highly cyclical businesses and does not seek resources sector exposure.
Kelso's aim is to generate market leading compounded annual returns for
shareholders. The Board is closely aligned with shareholders through its
substantial equity ownership. Kelso was established in January 2023 and has
raised equity at 2p, 2.5p and subsequently at 3p on two occasions.
Chairman's Statement
Kelso believes that the UK equity market is beyond its inflexion point,
presenting a generational opportunity to make significant returns. Established
in 2023, Kelso's strategy is to maximise this opportunity through a
concentrated portfolio of fewer than ten investments.
Beyond capital allocation, Kelso seeks to unlock value in its investee
companies through improved investor relations and strategic guidance,
leveraging the Board's extensive experience.
While large scale inflows into UK small and mid-cap funds remain limited,
Kelso believes that a highly concentrated, focused investment strategy offers
strong value creation potential. Historically, there is a time lag between the
FTSE 100 and the FTSE 250 rallying and the small cap stocks following, and we
note that over the last 15 months the FTSE 100 is up 28%, the mid cap +13%
whilst the small cap is up 10% and AIM up 7%.
I would like to thank our shareholders, including our recent new investors
from our December 2025 fundraising, all of which are known to the board, and
our new institutions for their support and patience while we build our
business.
Sir Nigel Knowles
Chairman
Chief Executive Review
Since inception in November 2022, Kelso has raised c.£10.0 million of gross
cash (c.£9.4 million net of expenses). £6 million was raised in 2023, of
which £3 million was at 2.0p and £3 million was at 2.5p, £1.9 million was
raised in 2024 at 3.0p and most recently £2.05m (gross) was raised at the end
of 2025 also at a price of 3.0p. PLC operating costs have been kept to a
minimum in these initial few years, helped by the board only drawing very low
salaries (c.£0.1 million since inception) and the Company having no property
costs. The costs of being listed, which include such costs as accounting and
audit, legal and stock exchange fees, have totalled around £1.0 million since
inception.
Today, net assets have grown to c.£11.3 million which is c.20% above the net
cash raised, and, pre-adjusting for PLC operating costs, net assets have
grown c.31% above the net cash raised. We are not suggesting that our return
for shareholders has been 34%, but rather that our investment returns have
been acceptable whilst we wait for a prolonged UK small and mid-cap recovery.
Our run rate operating costs are currently c.1.5% of gross investments.
There are now clear signs that the UK small mid cap market is showing signs of
recovery, but it is patchy and not across the whole market. This is why Kelso
has a concentrated portfolio of under ten stocks. The 24% average share price
rise from the core investments (excluding Selkirk) in 2025 demonstrates the
effectiveness of Kelso's stock selection and evaluation processes doing deep
due diligence and using 3rd party consultants where appropriate. Overall
performance to December 2025 would have been considerably higher but for the
temporary underperformance of Selkirk. Any Selkirk transaction will only
happen at a premium to its IPO price of 2.4 pence.
As at April 2026:
- NAV has increased c.13% year to date from c.2.3p to c.2.6p. Gross
investments are valued at £15.5 million. Net assets are approximately
c.£11.3 million (c. 2.6p a share).
- The portfolio remains diversified with current positions including,
NCC Group plc (18%), Saga (15%), CVS (15%), TheWorks (14%), Filtronic (10%),
THG (10%), Selkirk (9%), Angling Direct (9%).
- Approximately one third of Kelso's portfolio is invested in highly
liquid situations, one third in smaller and less liquid opportunities with
greater growth potential, and the remaining third in holdings that sit between
these two categories. Investments range from the smaller end of the AIM Index
to the FTSE 250 index.
- Investments are categorised across recovery, growth, deep value,
M&A and special situation.
The Board looks forward to the remainder of 2026 with confidence, supported by
a clearly defined thesis in each of our eight holdings and a growing pipeline
of further opportunities under active review.
A summary of each investment is provided below:
NCC Group plc (£320 million market cap and 18% of Kelso)
Kelso holds 2.35 million shares in NCC valued at approximately £2.7 million
based on the current share price of 117p. NCC's share price at 31 December
2025 was 139p, compared with 151p a year earlier unadjusted for the 3.1p
annual dividend. At the current share price, the holding represents
approximately 18% of Kelso's portfolio. Kelso's average in price is 132p,
again not adjusted for annual dividends of 3.1p.
Kelso's investment case for NCC is underpinned by the continued growth of the
global cyber security market. NCC is well positioned as a software-agnostic
provider and is increasingly utilising AI-driven tools to support client
protection. Kelso believes the sector continues to benefit from attractive
structural drivers, particularly given heightened geopolitical uncertainty and
the increasing threat from AI-enabled cyber-attacks.
In January 2026, NCC completed the sale of its Escode division to TDR Capital
for £275 million, leaving a focused Cyber Security business with annual
revenue of approximately £250 million and historic EBITDA of around £20
million. On an equivalent basis, this implies a valuation of approximately
£140 million for the remaining business, alongside a net cash balance sheet
following the expected return of a substantial proportion of the disposal
proceeds to shareholders.
The Cyber Security business remains subject to a strategic review and Kelso
believes this may lead to a disposal at a material premium to the current
implied market valuation. Kelso is also encouraged by the Board's ongoing
sizeable share buyback programme.
Saga plc (£862 million market cap and 15% of Kelso)
Saga is a relatively new holding for Kelso, with the Company building its
400,000 share position between December 2025 and January 2026 at an average
cost of approximately 385p per share. Saga's share price closed at 392p on 31
December 2025, and has continued to perform strongly in 2026, reaching 599p as
at 24 April 2026, representing a gain of approximately 52% since acquisition.
Kelso's holding is currently valued at approximately £2.4 million and
represents 16% of the portfolio. Kelso's original announcement regarding its
investment thesis is available at: LINK.
(https://www.londonstockexchange.com/news-article/KLSO/new-investment-in-saga-plc/17399670)
Saga is a leading UK provider of holidays and financial services for the
over-50s market. Kelso invested in Saga in the belief that the shares were
materially undervalued despite the underlying business performing strongly.
The investment case is also supported by a clear deleveraging opportunity.
Over the last five years, Saga's average net debt to EBITDA ratio was 7.9x,
peaking at 12.2x, a level at which the shares were effectively uninvestable
for many larger institutional investors.
Saga has guided that it expects to deliver at least £100 million of profit
before tax and reduce net debt to EBITDA to below 2.0x by January 2030. The
Group also benefits from substantial asset backing and Kelso expects a
refinancing over the coming year, which could provide a further boost to
earnings.
Despite the strong share price performance, Kelso believes there remains
significant further upside. The Company is well hedged against oil price
movements, which will continue to be viewed by the market as a risk until
geopolitical tensions in the Middle East ease.
In its full year results announced on 15 April 2026, Saga reported a strong
start to the new financial year. From 1 February 2026, Ocean Cruise revenue
increased by 16%, driven by strong pricing and a healthy improvement in load
factor. We also note encouraging early progress from new product initiatives,
including Saga's partnerships with Ageas in insurance and NatWest in financial
services.
Kelso believes Saga has the potential to return to a position of considerable
strength over the next few years.
CVS Group plc (£818 million market cap and 15% of Kelso)
CVS is a new holding for Kelso, with now 200,000 shares acquired in 2026 at an
average cost of 1,330p per share. The holding is currently valued at
approximately £2.3 million and represents 15% of the portfolio. Kelso's
original announcement regarding its investment thesis is available at: LINK
(https://www.londonstockexchange.com/news-article/KLSO/new-investment-in-cvs-group-plc/17463863)
.
Kelso's investment case in CVS is underpinned by its leading position in the
UK veterinary market, where it holds an estimated market share of
approximately 8%, together with its smaller but growing presence in Australia.
The relatively benign result of the recent CMA review, and the likely
resulting return to the acquisition trail, further supports our confidence.
Since its admission to AIM in October 2007, CVS has delivered uninterrupted
annual growth in both revenue and EBITDA for almost 20 years. The Company
joined the FTSE 250 in March 2026 and is currently trading on an EV/EBITDA
multiple of approximately 7x, a ten-year low, well below its own long-term
average of 14x, with the rating having exceeded 20x in several years over that
period.
Kelso believes this valuation does not reflect the medium-term earnings
potential of the business. In our view, the ageing of the large cohort of pets
acquired during the Covid period should support increased treatment volumes
and earnings growth across the UK veterinary sector in the years ahead. Kelso
also believes that CVS's strong balance sheet and robust cash generation
should support the continuation of its share buyback programme, acquisition
strategy and dividend policy.
The Works.co.uk plc (£27 million market cap and 14% of Kelso)
Kelso holds 4.7 million shares in The Works, currently valued at approximately
£2.1 million based on a share price of 43.2p. The Works' share price as at 31
December 2025 was 34.2p, compared with 20.1p a year earlier. Based on its
share price at 24 April 2026 the holding represents approximately 14% of
Kelso's portfolio. Kelso's average purchase price of The Works is 34.9p.
Kelso believes The Works is one of the most undervalued listed equities in the
UK market. The Company is a leading retailer of value-focused, screen-free
products, including books, toys, arts and crafts, and generates revenue of
approximately £290 million from its estate of around 500 UK stores. EBITDA
increased from £6.0 million in the year to April 2024 to £9.5 million last
year, with consensus forecasts of £12.5 million for the year to 30 April
2026. Company guidance for the year to April 2027 is EBITDA of £15.0 million.
The Works also ended the year with a modest net cash position of approximately
£2 million.
On this basis, The Works is currently trading on an EV/EBITDA multiple to
April 2027 of just 1.5x, which, in the Board's view, materially understates
the earnings trajectory of a business expected to have more than doubled
EBITDA over the two-year period and which has set out a medium-term EBITDA
target of more than £20 million. Given this compelling valuation disconnect,
Kelso believes The Works should continue to repurchase further shares for
cancellation and increase engagement with retail and high-net-worth investors.
Filtronic plc (£651 million mkt cap and 10% of Kelso)
On 27 April 2026 we announced a new declarable holding in Filtronic and the
transcript of the RNS is below.
"Kelso acquired 500,000 ordinary shares in Filtronic at an average price of
185p per share between December 2025 and February 2026. Following significant
share price appreciation, with Filtronic closing at 296p per share on 24th
April, the holding has increased in value and now represents approximately 10
per cent of Kelso's gross investments, the threshold at which Kelso announces
its holdings. This has generated an unrealised gain of approximately 60 per
cent.
Rationale for Investment
Listed since 1994 and currently traded on AIM, Filtronic designs and
manufactures high-performance radio-frequency ("RF"), microwave and mmWave
components and subsystems for high growth markets such as space, aerospace and
defence, telecoms infrastructure and critical communications. Filtronic's
technological advantage is built on decades of RF engineering know-how, a
notoriously complex and demanding field of research, a unique technology
offering, with in-house chip and module integration, that operates at the
limits of power, bandwidth and frequency that can be manufactured at scale.
Since 2024, Filtronic has announced a strategic partnership and larger
follow-on orders with SpaceX, awards from Airbus for satellites on the
Eutelsat OneWeb programme, further defence work with Leonardo, additional
business linked to the European Space Agency, an RF subsystem contract with
QinetiQ and a recent $8.0m contract with another customer for system-level
amplifier products. This wide range of contracts is testament to the strength
of the product suite and demonstrates the broad range of applications.
The resulting improvement in trading has been significant. Revenue has more
than tripled in the past three years and the new manufacturing facility in
County Durham provides the capacity to triple revenue again from here. As at
30 November 2025, the balance sheet held significant net cash and Filtronic
entered the second half of FY2026 with a record order book and approximately
90% of FY26 revenues covered by contracted orders.
Filtronic combines specialist technology, a stronger balance sheet, clear
commercial momentum and exposure to high-growth markets where barriers to
entry are high. On that basis, Kelso believes Filtronic represents an
attractive investment opportunity and will increasingly attract global
investors as it continues to develop. Kelso will continue to monitor its
investment in Filtronic and engage constructively with the Company where
appropriate, in line with its investment strategy of actively supporting value
creation in its investee companies."
THG plc (£612 million market cap and 10% of Kelso)
Kelso holds 4.0 million shares in THG, currently valued at approximately £1.5
million based on a share price of 37p as at 24 April 2026. THG's share price
as at 31 December 2025 was 45.8p, compared with 45.0p a year earlier. At the
current share price, the holding represents approximately 10% of Kelso's
portfolio.
Kelso believes that THG comprises two high-quality businesses whose value is
not reflected in the current market valuation. The first is its nutrition
division, led by MyProtein, which is a global leader in online sports
nutrition and is now expanding successfully into offline channels, targeting
100,000 points of sale globally. MyProtein generates revenue of approximately
£700 million and delivered like for like revenue growth of 8.8% and ex Asia
revenue growth of 12.4% in Q1 2026 announced on 21 April 2026. The recent US$1
billion acquisition of Huel by Danone, at a sales multiple of more than 3x,
highlights the strategic value being attributed to scaled health and nutrition
brands and the continued interest of major food groups in the sector.
THG's second core business is Beauty, which generates revenue of more than £1
billion. THG Beauty owns a number of leading direct-to-consumer platforms,
including Lookfantastic, Cult Beauty and Dermstore, and also has a portfolio
of established beauty brands including ESPA, Perricone MD, Christophe Robin
and Ameliorate. In THG's most recent Q1 trading update Beauty achieved like
for like revenue growth of 5.8%.
Taken together, these businesses generate approximately £1.7 billion of
annual revenue, yet THG currently has a market capitalisation of only
£612million. In Kelso's view, THG's current valuation materially undervalues
the sum of its parts, particularly given the scale and quality of its
Nutrition and Beauty businesses and the Group's improving balance sheet.
Kelso hopes to see further value-accretive disposals during the current year,
following the successful sale of Claremont Ingredients in 2025 for £103
million, having originally been acquired for £50 million.
Selkirk Group plc (£8 million market cap and 9% of Kelso)
Kelso holds c.76 million shares in Selkirk, representing approximately 18% of
its issued share capital. Based on the current share price of 2.0p, this
holding is valued at approximately £1.5 million and represents 9% of Kelso's
portfolio.
Selkirk was admitted to trading in November 2024 at a price of 2.4p per share,
raising gross proceeds of £7.5 million, or £7.1 million net of expenses. In
its results for the year ended 31 December 2025, Selkirk reported net cash of
£7.0 million. The shares closed the year at 2.0p, compared with the IPO price
of 2.4p.
Kelso remains supportive of Selkirk's strategy and believes the Company is
well positioned to pursue an attractive transaction as market conditions
improve. Any Selkirk transaction will only happen at a premium to its IPO
price of 2.4 pence.
Angling Direct plc (£36 million market cap and 9% of Kelso)
Kelso holds c.2.4 million shares in Angling Direct currently valued at
approximately £1.1 million based on a share price of 49p. Angling Direct's
share price as at 31 December 2025 was 53.5p, compared with 40.5p a year
earlier. At the current share price, the holding represents approximately 9%
of Kelso's portfolio. The average cost of acquisition was 35.6 pence.
Angling Direct is the clear market leader in UK omnichannel angling retail,
with approximately 60 stores nationwide. Kelso is not aware of any similarly
focused competitor with more than five stores. In the year to 31 January 2026,
Angling Direct increased revenue by 13.8% to a record £103.9 million, up from
£91.0 million in the prior year, and delivered EBITDA of £4.8 million, ahead
of guidance. Angling Direct also ended the year with net cash of £10.9
million, equivalent to approximately 30% of its market capitalisation. Angling
Direct is currently trading on a historic EV/EBITDA multiple of 5.2x, which
Kelso believes is too low given the Company's market position, strong balance
sheet and continued double-digit revenue growth.
Accordingly, Kelso would like to see completion of the £4.0 million share
buyback programme launched in October 2024, as we believe the shares offer
compelling value in a recovering market. Kelso has considerable respect for
management's success in growing the business, although we continue to believe
the Company's European operations remain sub-scale.
Angling Direct has substantially achieved its medium-term revenue guidance
ahead of schedule and, as a result, Kelso looks forward to updated medium-term
guidance alongside the Company's results on 12 May 2026. Kelso believes
Angling Direct's market position, track record and strong balance sheet should
make the shares increasingly attractive to IHT-focused investors.
Financial performance
The post-tax loss for the year was £0.6 million (2024: loss £0.4 million),
which was primarily attributable to both unrealised and realised investment
losses. Administrative expenses totalled £0.3 million (2024: £0.5 million).
Kelso remains committed to preserving capital and maintaining a lean cost base
whilst being able to operate effectively as a public company. Ongoing routine
administration costs are currently less than £20,000 per month (equivalent to
c1.5% of current gross investments), and its current infrastructure can
support a significantly larger asset base given its focussed investment
strategy.
In December 2025 the Company issued c. 68 million new shares at 3.0 pence each
raising gross proceeds of £2.05 million. Settlement of certain share
purchases was across the year end and this increased cash balances with an
offsetting liability.
Since the year end, shares (both existing and new investments) in our
portfolio have performed satisfactorily, with our net assets per share as at
24 April 2026 increasing by 13% from the start of the year. We completed the
terms of a new debt facility which went live in February 2026 to support
Kelso's ability to take advantage of pricing opportunities. Gearing will be
around 25% or lower and the debt carries an annual interest rate of 7.8%.
We look forward to the remainder of 2026 with some excitement.
John Goold
CEO
Financial Statements for the year ended 31 December 2025
Statement of Profit or Loss
For the year ended 31 December 2025
Note 2025 2024
£ £
Revenue 6 (542,922) (97,343)
Gross loss (542,922) (97,343)
Administrative expenses (294,489) (483,310)
Loss from operations (837,411) (580,653)
Finance income 152 2,209
Finance expense (62,491) (90,385)
Income from dividends 52,976 115,500
Loss before tax (846,774) (553,329)
Tax credit 12 248,897 164,526
Loss for the year (597,877) (388,803)
Total comprehensive income (597,877) (388,803)
Loss for the year attributable to:
Owners of the parent (573,335) (388,251)
Non-controlling interests 22 (24,542) (552)
(597,877) (388,803)
Earnings per share attributable to the ordinary equity holders of the parent 2025 2024
Pence
Pence
Profit or loss
Basic 13 (0.15) (0.10)
Diluted 13 (0.15) (0.10)
Profit or loss from continuing operations
Basic 13 (0.15) (0.10)
Diluted 13 (0.15) (0.10)
Consolidated Statement of Financial Position
As at 31 December 2025
Assets Note 2025 2024
£ £
Deferred tax assets 27 47,424 -
47,424 -
Current assets
Trade and other receivables 15 10,873 16,179
Cash and cash equivalents 17 1,332,450 118,369
Current asset investments 16 10,068,162 10,406,036
Total assets 11,458,909 10,540,584
Liabilities
Non-current liabilities
Deferred tax liability 27 - 201,473
- 201,473
Current liabilities
Trade and other liabilities 18 1,186,547 307,477
Loans and borrowings 19 - 995,001
1,186,547 1,302,478
Total liabilities 1,186,547 1,503,951
Net assets 10,272,362 9,036,633
Issued capital and reserves attributable to owners of the parent Note 2025 2024
£ £
Share capital 20 4,424,033 3,755,700
Share premium reserve 21 5,675,515 4,364,753
Capital redemption reserve 21 60,500 45,500
Other reserves 21 56,424 201,912
Retained earnings 21 14,606 602,942
10,231,078 8,970,807
Non-controlling interest 22 41,284 65,826
TOTAL EQUITY 10,272,362 9,036,633
Consolidated Statement of Cash Flows
As at 31 December 2025
2025 2024
Note £ £
Cash flows from operating activities
Loss for the year (597,877) (388,803)
Adjustments for
Tax charges 12 (248,897) (164,526)
Finance income 7 (152) (2,209)
Finance expense 7 62,491 90,385
Unrealised loss/(gain) on current assets investments 6 129,890 424,502
Share-based payment expense 10,24 (145,488) 94,296
Income tax expense 12 1,893 (107,330)
(798,140) (53,685)
Movements in working capital:
Decrease/(increase) in trade and other receivables 3,413 (7,564)
Increase in trade and other payables (14,253) 16,544
Cash generated from operations (808,980) (44,705)
Net cash from/(used in) operating activities (808,980) (44,705)
Cash flows from investing activities
Payments to acquire current assets investments (2,129,084) (6,310,045)
Proceeds on sale of current assets investments 2,337,068 3,360,406
Net cash from/(used in) investing activities 207,984 (2,949,639)
Cash flows from financing activities
Issue of ordinary shares 20 2,010,047 1,796,126
Purchase of ordinary shares for cancellation (30,952) -
Contract for difference funding (169,430) 169,430
(Repayment)/Proceeds from other borrowings (995,001) 995,001
Proceeds from short term borrowings 1,062,752 -
Finance expense (62,491) (90,385)
Finance income 152 2,209
Net cash from financing activities 1,815,077 2,872,381
Net increase/(decrease) in cash and cash equivalents 1,214,081 (121,963)
Cash and cash equivalents at the beginning of year 118,369 240,332
Cash and cash equivalents at the end of the year 17 1,332,450 118,369
Consolidated Statement of Changes in Equity
As at 31 December 2025
Share capital Share premium Capital redemption reserve Other reserves Retained Total attributable to equity holders of parent Non- Total equity
earnings
£ £ £ £
£ controlling interest £
£
£
At 1 January 2025 3,755,700 4,364,753 45,500 201,912 602,941 8,970,806 65,826 9,036,632
Comprehensive income for the year
Loss for the year - - - - (573,335) (573,335) (24,542) (597,877)
Total comprehensive income for the year - - - - (573,335) (573,335) (24,542) (597,877)
Contributions by and distributions to owners
Issue of share capital 683,333 1,326,714 - - - 2,010,047 - 2,010,047
Purchase of own shares - - 15,000 - (15,000) - - -
Shares cancelled during the year (15,000) - - - - (15,000) - (15,000)
Share based payments - - - (145,488) - (145,488) - (145,488)
Shares cancelled during the year - (15,952) - - - (15,952) - (15,952)
Total contributions by and distributions to owners 668,333 1,310,762 15,000 (145,488) (15,000) 1,848,607 - 1,833,607
At 31 December 2025 4,424,033 5,675,515 60,500 56,424 14,606 10,246,078 41,284 10,272,362
Share capital Share premium Capital redemption reserve Other reserves Retained Total attributable to equity holders of parent Non- Total equity
earnings
controlling interest
£ £ £ £ £ £ £ £
At 1 January 2024 3,129,750 3,194,577 45,500 107,616 991,193 7,468,636 66,378 7,535,014
Comprehensive income for the year
Loss for the year - - - - (388,251) (388,251) (552) (388,803)
Total comprehensive income for the year - - - - (388,251) (388,251) (552) (388,803)
Contributions by and distributions to owners
Issue of share capital 625,950 1,170,176 - - - 1,796,126 - 1,796,126
Share based payments - - - 94,296 - 94,296 - 94,296
Total contributions by and distributions to owners 625,950 1,170,176 - 94,296 - 1,890,422 - 1,890,422
At 31 December 2024 3,755,700 4,364,753 45,500 201,912 602,942 8,970,807 65,826 9,036,633
Notes to the Financial Statements
For the year ended 31 December 2025
1. Reporting entity
Kelso Group Holdings PLC (the 'Company') is a public limited company
incorporated under the Companies Act 2006 and domiciled in England. The
Company's registered office is at Eastcastle House, 27-28 Eastcastle Street,
London, United Kingdom, W1W 8DH.
These consolidated financial statements comprise the Company and its
subsidiary (collectively the 'Group' and individually 'Group companies'). The
principal activity of the parent company is that of a holding company and the
principal of Kelso Ltd is that of an investment company.
2. Basis of preparation
The Group's consolidated and the Company's individual financial statements
have been prepared in accordance with International Financial Reporting
Standards, International Accounting Standards and Interpretations as adopted
by the UK (collectively IFRSs). They were authorised for issue by the
Company's board of directors on 29 April 2026.
Details of the Group's accounting policies, including changes during the year,
are included in note 4.
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and elected not to present its own Statement of
comprehensive income in these financial statements.
In preparing these financial statements, management has made judgements,
estimates and assumptions that affect the application of the Group accounting
policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the
consolidated financial statements and their effects are disclosed in note 5.
2.1 Basis of measurement
The financial statements have been prepared on the historical cost basis
except for the following items, which are measured on an alternative basis on
each reporting date.
Items
Current asset investments - listed investments - FV level 1
Level 1 relates to quoted prices in active markets for an identical asset.
The fair value of financial investments traded in active markets is based on
quoted market prices at the balance sheet date. A market is regarded as active
if quoted prices are readily and regularly available. and those prices
represent actual and regularly occurring market transactions on an arm's
length basis. The quoted market price used for financial assets held is the
quoted price at the balance sheet date.
Current asset investments - unlisted investments - FV level 2
Level 2 current assets investments are those valued using inputs other than
quoted prices in active markets, but that are observable. The level 2 current
assets investments relate to trading securities as disclosed in note 4.6 and
are carried at fair value. Fair value has been based on a cost, plus changes
in net assets. Where the shares were acquired at par and the company has not
traded since, current assets investments has been valued at cost.
2.2 Changes in IFRSs not yet adopted
I) New standards, interpretations and amendments effective
from 1 January 2026 Amendments to IAS 21 - The Effects of Changes in Foreign
Exchange Rates
The accounting policies adopted in the preparation of the Group's consolidated
financial statements for the year ended 31 December 2025 are consistent with
those adopted in the preparation of the Group's consolidated financial
statements for the year ended 31 December 2024.
There are no new standards which have had a material impact in the annual
financial statements for the year ended 31 December 2025.
II) New standards, interpretations and amendments not yet
effective.
The following new standards, interpretations and amendments, which are not yet
effective and have not been adopted early in these financial statements, will
or may have an effect on the Company's future financial statements:
Annual improvements to IFRS Accounting standards - volume 11 (effective 1
January 2026).
This includes minor clarifications to IFRS 7 'Classification and Measurement
of Financial Instruments', IFRS 9 Financial instruments', IFRS 10
'Consolidated" financial statements' and IAS 7 'Statement of cash flows'.
Amendments to IFRS 9 & IFRS 7 (effective 1 January 2026).
These provide additional application guidance regarding recognition and
derecognition of financial instruments including an exception regarding
electronic payments, guidance regarding assessment of the solely payments of
principal and interest criteria, plus updates to disclosure requirements.
IFRS 18 'Presentation and Disclosure in Financial Statements' (effective 1
January 2027).
IFRS 18 introduces new requirements on presentation and disclosures in the
financial statements, primarily focused on:
(i) requiring additional defined subtotals in the statement of profit or
loss;
(ii) requiring disclosures about management-defined performance measures
and
(III) adding new principles for the grouping of information. As a presentation
and disclosure standard, the Group does not expect financial impacts as a
result of adoption, however, initial views on the potential implications on
the presentation of the financial statements include the following:
- The statement of profit and loss requires grouping of items into categories,
operating, investing and financing. The main business activity of the Group is
investment and therefore the majority of income and expenses will be included
within operating activities.
- Management-defined performance measures will now be included within the
notes of the financial statements alongside greater disclosure surrounding the
importance of the measure, alongside a reconciliation to the most directly
comparable subtotal within the primary statements.
The directors anticipate that the adoption of these Standards in future
periods will not have an impact on the results and net assets of the Group and
Company, however, it is too early to quantify this.
3. Functional and presentation currency
These consolidated financial statements are presented in British Pound Sterling (GBP), which is the Company's functional currency. All amounts have been rounded to the nearest Pound, unless otherwise indicated.
4. Material accounting policies
4.1 Cash and cash equivalents
Cash comprises cash in hand and deposits with financial institutions repayable
without penalty on notice of not more than 24 hours. Cash equivalents are
highly liquid investments that mature in no more than three months from the
date of acquisition and that are readily convertible to known amounts of cash
with insignificant risk of change in value.
4.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities (including structured entities) controlled by the
Company and its subsidiaries. Control is achieved when the Company:
· has power over the investee;
· is exposed, or has rights, to variable returns from its
involvement with the investee; and
· has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
When the Company has less than a majority of the voting rights of an investee,
it has power over the investee when the voting rights are sufficient to give
it the practical ability to direct the relevant activities of the investee
unilaterally. The Company considers all relevant facts and circumstances in
assessing whether or not the Company's voting rights in an investee are
sufficient to give it power, including:
· the size of the Company's holding of voting rights relative to
the size and dispersion of holdings of the other vote holders;
· potential voting rights held by the Company, other vote holders
or other parties;
· rights arising from other contractual arrangements; and
· any additional facts and circumstances that indicate that the
Company has, or does not have, the current ability to direct the relevant
activities at this time that decisions need to be made, including voting
patterns at previous shareholders' meetings.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statement of profit or loss
and other comprehensive income from the date the Company gains control until
the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of subsidiaries is attributed to the owners of the
Company and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with the Group's
accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full
on consolidation.
Changes in the Group's ownership interests in existing subsidiaries
Changes in the Group's ownership interests in subsidiaries that do not result
in the Group losing control over the subsidiaries are accounted for as equity
transactions. The carrying amounts of the Group's interests and the
non-controlling interests are adjusted to reflect the changes in their
relative interests in the subsidiaries. Any difference between the amount by
which the non-controlling interests are adjusted and the fair value of the
consideration paid or received is recognised directly in equity and attributed
to owners of the Company.
When the Group loses control of a subsidiary, a gain or loss is recognised in
profit or loss and its calculated as the difference between (i) the aggregate
of the fair value of the consideration received and the fair value of any
retained interest and (ii) the previous carrying amount of the assets
(including goodwill), and liabilities of the subsidiary and any
non-controlling interests. All amounts previously recognised in other
comprehensive income in relation to that subsidiary are accounted for as if
the Group had directly disposed of the related assets or liabilities of the
subsidiary (i.e. reclassified to profit or loss or transferred to another
category of equity as specified/permitted by applicable IFRSs). The fair value
of any investment retained in the former subsidiary at the date when control
is lost is regarded as the fair value on initial recognition for subsequent
account under IAS 39, when applicable, the cost on initial recognition of an
investment in an associate or a joint venture.
4.3 Revenue
Revenue consists mainly of gains made on investment in listed companies
shares. Investment income recognised in net income for fair-value investments
consists of realised gains and losses resulting from the disposal of, and
unrealised gains or losses resulting from the holding of trading investments.
Income from current assets investments consists of dividends receivable.
Realised gains and losses are recognised on the disposal of the trading
investments.
Unrealised gains and losses are measured based on the fair value of the
consideration received or receivable. Unrealised gains and losses are
recognised in the statement of profit and loss to the extent that it is
probable that the economic benefits or costs can be reliably measured and will
flow to the Group.
Income from consultancy services are recognised when the service has been
provided.
The Group does not expect to have any contracts where the period between the
transfer of the promised goods or services to the customer and payment by the
customer exceeds one year. As a consequence, the Group does not adjust any of
the transaction prices for the time value of money.
Dividend and interest income
Dividend income from investments is recognised when the shareholder's right to
receive payment has been established (provided that it is probable that the
economic benefits will flow to the Group and the amount of revenue can be
measured reliably).
Interest income form a financial asset is recognised when it is possible that
the economic benefits will flow to the Group and the amount of income can be
measured reliably. Interest income is accrued on a time basis, by reference to
the principal outstanding and at the effective interest rate applicable, which
is the rate that exactly discounts estimated future cash receipts through the
expected life of the financial asset to that asset's net carrying amount on
initial recognition.
4.4 Taxation
The taxation expense for the year represents the sum of current tax and
deferred tax. The expense is recognised in the income statement, in the
statement of comprehensive income or in equity according to the accounting
treatment of the related transaction.
Current tax is based on the taxable income for the period and any adjustment
in respect of prior periods. Current tax is calculated using tax rates that
have been enacted or substantively enacted at the end of the reporting period.
Deferred tax liabilities are generally recognised for all taxable temporary
differences and deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which deductible
temporary differences can be utilised.
Income tax expense represents the sum of the tax currently payable and
deferred tax.
4.5 Financial instruments
Financial assets and financial liabilities are recognised when a Group entity
becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
4.6 Financial assets
All regular way purchases or sales of financial assets are recognised and
derecognised on a trade date basis. Regular way purchases or sales are
purchases or sales of financial assets that require delivery of assets within
the time frame established by regulation or convention in the marketplace.
All recognised financial assets are subsequently measured in their entirety at
either amortised cost or fair value, depending on the classification of the
financial assets.
4.7 Investments
The Group holds equity investments which are classified as trading, based on
the Group's intent to sell the security at the right price.
Trading securities are those investments which are purchased principally for
the purpose of selling them in the near term. Trading securities are carried
at fair value on the consolidated statements of financial condition with
changes in fair value recorded in the consolidated statements of income during
the period of the change.
The Group classifies certain subsidiaries as current asset investments where
it holds them exclusively with a view to subsequent disposal in the near term.
Changes in fair value are recognised in the profit or loss in the period in
which they arise. Fair value is determined using observable market inputs
where available or internal valuation techniques otherwise, which involve
estimation.
4.8 Non-controlling interests
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interests.
The Group includes one subsidiary, Kelso Ltd, with non-controlling interests
arising from the MIP in 2023. The non-controlling interests, including the
share options represented 0.4% of the total shareholding (2024: 0.2%). No
dividends were paid in the year.
4.9 Share options
The A Shares issued by Kelso Ltd represent equity-settled share-based payment
arrangements under which the Group receives services as a consideration for
the additional rights attached to these equity shares, over and above their
nominal price.
Equity-settled share-based payments to certain of the Directors and others
providing similar services are measured at the fair value of the equity
instruments at the grant date. The fair value is expensed, with a
corresponding increase in equity, on a straight-line basis from the grant date
to the expected exercise date. Where the equity instruments granted are
considered to vest immediately, the services are deemed to have been received
in full, with a corresponding expense and increase in equity recognised at
grant date.
The dilutive effect of outstanding share-based payments is reflected as share
dilution in the computation of diluted Earnings per share.
5. Accounting estimates and judgements
5.1 Judgement
When preparing the Financial Statements, management undertakes a number of
judgements, estimates and assumptions about recognition and measurement of
assets, liabilities, income and expenses. The actual results may differ from
the judgements, estimates and assumptions made by management, and will seldom
equal the estimated results.
Management Incentive Plan
The Group provides for the compensation to management arising from the
Management Incentive Plan as estimated by reference to the share price
performance and dividends in the year. The compensation is attached to rights
Kelso Ltd will have the right to convert the compensation entitlement in Kelso
Ltd A shares into ordinary shares in Kelso Group Holdings Plc at the end of
year 3 and at any time in years 4 and 5. Management has applied judgement in
forecasting the future growth of the Group and its investments.
The directors believe that there were no other significant judgements required
with regard to the application of the Company's accounting policies in
preparing these financial statements.
5.2 Estimates and assumptions
Estimate and assumption
The valuation of the investment portfolio is determined in accordance with the
Group's valuation principles. All listed investments are measured at fair
value and based on active market prices. Unrealised holding gains and losses
are recognised in other comprehensive income. On sale, net gains and losses
previously accumulated in other comprehensive income are transferred to
retained earnings. Deferred tax provision is made on the unrealised gain at
the year-end on the assumption that the gain will be realised and the Group
will continue to be profitable.
Estimates included within these financial statements relate to the Management
Incentive Plan (MIP). The directors estimate that the probability of achieving
the non-market performance conditions of the MIP to return hurdle between 8%
and 15% per annum by year 3, with estimated volatility of 44% and expected
vesting of 11%, lies in between 11.5% to 21.9%. The directors believe that
none of these estimates carry a significant estimation uncertainty, nor do
they bear a significant risk of causing material adjustments to the carrying
amounts of assets and liabilities within the foreseeable future.
6. Revenue
The following is an analysis of the Group's revenue for the year from
continuing operations:
Year ended 31 December 2025 2024
£ £
Realised gains on investments (463,032) 286,049
Unrealised (loss)/gains on investments (129,890) (424,502)
Consultancy fees receivable 50,000 41,110
(542,922) (97,343)
7. Finance income and expense
Recognised in profit or loss
Year ended 31 December 2025 2024
£ £
Finance income
Interest on:
- Bank deposits 152 1,979
Total interest income arising from financial assets measured at
amortised cost or FVOCI 152 1,979
Dividends received - listed investments 52,976 115,500
Other interest receivable - 230
Total finance income 53,128 117,709
Finance expense
Interest on Contract for Difference 1,184 44,038
Loan interest payable 61,307 46,347
Total finance expense 62,491 90,385
Net finance (expense)/income recognised in profit or loss (9,363) 27,324
8. Expenses by nature
Year ended 31 December 2025 2024
£ £
Professional fees 275,600 234,198
Interest on loan 61,306 46,347
Interest on Contract for Difference 1,184 44,038
Share based payments costs\(credits) (145,488) 94,296
9. Auditors' remuneration
During the year, the Group obtained the following services from the Group's
auditor and its associates:
Year ended 31 December 2025 2024
£ £
Fees payable for the audit of the Group's financial statements 28,000 26,450
10. Employee benefit expenses
Year ended 31 December 2025 2024
£ £
Employee benefit expenses (including directors) comprise:
Wages and salaries 109,500 -
Defined contribution pension cost 689 -
Movement in Management Incentive Plan (145,488) 94,296
The Group operates a management incentive plan (MIP) and some of the directors
are entitled to a share of the MIP. The MIP provision during the year was
reduced by £145,488 (2024: increased by £94,296).
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, including
the directors of the Group listed in the Directors' report.
Year ended 31 December 2025 2024
£ £
Salary 109,500 -
Defined contribution scheme costs 689 -
The monthly average number of persons, including the directors, employed by
the Group during the year was as follows:
Year ended 31 December 2025 2024
No. No.
Directors 6 6
11. Directors' remuneration
Year ended 31 December 2025 2024
£ £
Directors' emoluments 109,500 -
Management Incentive Plan (145,488) 94,296
Group contributions to pension schemes 689 -
(35,299) 94,296
12. Tax expense
12.1 Income tax recognised in profit or loss
Year ended 31 December 2025 2024
£ £
Current tax
Current tax on profits for the year - (1,893)
Adjustments in respect of prior years - (89,189)
Total current tax - (91,082)
Deferred tax expense
Origination and reversal of timing differences (248,897) (73,444)
Total deferred tax (248,897) (73,444)
(248,897) (164,526)
The reasons for the difference between the actual tax charge for the year and
the standard rate of corporation tax in the United Kingdom applied to profits
for the year are as follows:
Year ended 31 December 2025 2024
£ £
Loss for the year (597,877) (388,803)
Income tax credit/expense (including income tax on associate, joint venture (248,897) (164,526)
and discontinued operations)
Loss before income taxes (846,774) (553,329)
Tax using the Group's domestic tax rate of 25% (2024:25%) (211,694) (138,332)
Expenses not deductible for tax purposes, other than goodwill, amortisation (34,334) 8,198
and impairment
Dividends from UK companies (13,244) (28,875)
Unrelieved tax losses carried forward 10,375 83,591
Other tax charge/(relief) on exceptional items - (89,189)
Marginal relief - 81
Total tax expense (248,897) (164,526)
13. Earnings per share
(i) Basic earnings per share
Year ended 31 December 2025 2024
Pence Pence
From continuing operations attributable to the ordinary equity holders of the Company (0.15) (0.10)
Total basic earnings per share attributable to the ordinary equity holders (0.15) (0.10)
of the Company
(ii) Diluted earnings per share
Year ended 31 December 2025 2024
Pence Pence
From continuing operations attributable to the ordinary equity holders of the (0.15) (0.10)
Company
Total diluted earnings per share attributable to the ordinary equity holders (0.15) (0.10)
of the Company
(iii) Reconciliation of earnings used in calculating earnings per share
Year ended 31 December 2025 2024
£ £
Loss attributable to the ordinary equity holders of the Company used in
calculating basic earnings per share:
From continuing operations (573,335) (388,251)
(573,335) (388,251)
Loss from continuing operations attributable to the ordinary equity holders of
the Company:
Used in calculating basic earnings per share (573,335) (388,251)
Used in calculating diluted earnings per share (573,335) (388,251)
(iv) Weighted average number of shared used as the denominator
2025 2024
Number Number
Weighted average number of ordinary shares used as the
denominator in calculating basic earnings per
share
376,963,063 370,439,261
Weighted average number of ordinary shares and potential ordinary shares used 376,963,063 370,439,261
as the denominator in calculating diluted earnings per share
The Group has potential ordinary shares in the form of share options emanating
from an equity-settled share-based payment scheme as shown in Note 23.1. These
could potentially dilute basic earnings per share in the future but were not
included in the calculation of diluted earnings per share because they are
anti-dilutive for this year and the previous year. As such, diluted earnings
per share are equal to basic earnings per share.
14. Trade and other receivables
31/12/2025 31/12/2024
£ £
Trade receivables - 7,427
Trade receivables - net - 7,427
Prepayments and accrued income 10,873 6,859
Other receivables - 1,893
Total trade and other receivables 10,873 16,179
Less: current portion - trade receivables - (7,427)
Less: current portion - prepayments and accrued income (10,873) (6,859)
Less: current portion - other receivables - (1,893)
Total current portion 10,873 16,179
Total non-current portion - -
15. Current assets investments
31/12/2025 31/12/2024
£ £
Listed investments at fair value 10,068,162 10,393,536
31/12/2025 31/12/2024
£ £
Investments b/f 10,393,536 7,868,400
Purchases 2,129,084 6,310,045
Sales (2,324,568) (3,360,406)
Fair value (loss)/gain (129,890) (424,503)
Fair value 10,068,162 10,393,536
16. Notes supporting statement of cash flows
31/12/2025 31/12/2024
£ £
Cash at bank available on demand 1,332,450 118,369
Cash and cash equivalents in the statement of cash flows 1,332,450 118,369
Reconciliation of net debts
1 January 2025 Cash flows 31 December
£ £ 2025
£
Cash and cash equivalents 118,369 1,214,081 1,332,450
Loans (995,001) 995,001 -
Short term financing - (1,062,752) (1,062,752)
Contract from difference (169,430) 169,430 -
(1,164,431) 101,679 (1,062,752)
Net debt (1,046,062) 1,315,760 269,698
17. Trade and other payables
31 December 2025 31 December 2024
£ £
Trade payables 23,484 21,969
Other payables - tax and social security payments 3,207 12,743
Other payables 690 12,500
Short term finance 1,062,752 169,430
Accruals 96,414 90,835
Total financial liabilities, excluding loans and borrowings, classified as 1,186,547 307,477
financial liabilities measured at amortised cost
Total trade and other payables 1,186,547 307,477
18. Loans and borrowings
31 December2025 31 December 2024
£ £
Current
Other loans - 995,001
Total loans and borrowings - 995,001
19. Share capital
Issued and fully paid
31/12/2025 31/12/2025 31/12/2024 31/12/2024
Number £ Number £
Ordinary shares of £0.01 each
At 1 January 375,569,999 3,755,700 312,975,000 3,129,750
Shares issued 68,333,330 683,333 62,594,999 625,950
Shares cancelled (1,500,000) (15,000) - -
At 31 December 442,403,329 4,424,033 375,569,999 3,755,700
On 23 April 2025, the Company acquired 1,500,000 of its own shares at a cost
of £30,952. On 19 December 2025. the company issued 68,333,330 ordinary
shares for a total gross value of £2,010,048. The total number of ordinary
shares in issue at the year-end was 442,403,329. All the shares have the same
right to receive dividends and the repayment of capital and represents one
vote at the shareholders' meeting.
20. Reserves
Share premium
This reserve records the amount above the nominal value received for shares
sold, net of transaction costs.
Capital redemption reserve
The Capital redemption reserve is a non-distributable reserve which represents
the nominal value of its own shares bought back by the Group.
Other reserves
Other reserves consists of the assessed value of share-based payments for
services received which are yet to be converted into class A ordinary shares.
Any amounts in relation to share options that expire or are not exercised will
be transferred to distributable reserves.
Retained earnings
This balance represents the cumulative profit and loss made by the Group, net
of distributions to owners.
21. Non-controlling interests
31/12/2025 31/12/2024
£ £
Balance at beginning of the year 65,826 66,378
Share of (loss)/profit for the year (24,542) (552)
41,284 65,826
22. Financial instruments - fair values and risk management
22.1 Financial instruments management objectives
The Group only deals in basic financial instruments. In the current period the
Group's financial instruments comprise cash and cash equivalents and accruals
which arise directly from its operations. All financial assets and liabilities
are recognised at amortised cost. The Group does not use financial instruments
for speculative purposes.
Portfolio risk
The Group invested in listed shares in the period. In doing so, the group's
portfolio of investment is exposed to market fluctuations. Management closely
monitors the market price of their investments to minimise adverse risk and
are monitoring the stock market for opportunities to diversify and reduce the
portfolio risk.
Contract for Difference risk
The Group invested in Contract for Differences (CFD) in the period. Management
is experienced in CFD trading and have chosen a highly respected CFD provider
to minimise counterparty risks or delays. All CFDs' were repaid during the
year.
Financial Risk Factors
The Group's activities expose it to mainly liquidity risk. The Group's overall
risk management program focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects on the Company's financial
performance.
Liquidity Risk
The Group has to date financed its operations from cash reserves funded from
share issues, Management's objectives are now to manage liquid assets in the
short term through closely monitoring costs and raising funds through the
issue of shares.
Interest rate risk
At the end of the previous financial year the Group held a short-term loan
repayable within a year. As the loan is a fixed rate, short term loan, the
Group's exposure to interest rate risk has been minimised. This loan was fully
repaid during the year.
Capital Management Risk
The capital structure of the Group consists of debt, cash and cash equivalents
and equity attributable to holders of the parent, comprising issued share
capital and retained earnings. Consistent with others in the industry, the
Group reviews the gearing ratio to monitor the capital. This ratio is
calculated as the net debt divided by total capital. Net debt is calculated as
total borrowings less cash and cash equivalents. Total capital is calculated
as equity (including capital, reserves and retained earnings). This gearing
ratio will be considered in the wider macroeconomic environment.
Fair Values
Management have assessed that the fair values of cash and short-term deposits
and accruals approximate to their carrying amounts due to the short-term
maturities of these instruments.
23. Share based payments
23.1 Employee share option plan of the Group
The Group operates a Management Incentive Plan (MIP) under which participants
receive an interest in value created within Kelso Ltd above specified hurdle
values. The scheme provides for 15% participation above an 8% hurdle and 20%
participation above a 15% hurdle, with straight-line participation between
those hurdle points. The final vesting date for the purposes of the current
assessment is 14 April 2028.
The fair value of the award at grant date was £510,822. Consistent with the
accounting policy applied in the prior year, the performance condition has
been treated as a non-market performance condition. Management has therefore
considered the probability of achieving the hurdle values at 31 December 2025
in estimating the level of expected vesting.
Using the year-end equity NAV of £10.2m, a remaining term of 2.286 years,
annual volatility of 44%, a risk-free rate of 4.0%, and a hurdle base that
includes all post-grant cash equity issues from their respective investment
dates, the Group estimated the statistical probability of achieving the 8%
hurdle to be 21.9% and the probability of achieving the 15% hurdle to be 11.5%
using a 50,000-path Monte Carlo analysis.
If the 8% hurdle probability is used as the expected vesting percentage under
the current policy basis, the implied cumulative reserve at 31 December 2025
would be approximately £56,424, compared with £201,912 recognised at 31
December 2024, resulting in an illustrative year-on-year credit of £145,488.
24. Related party transactions
Balances and transactions between the Company and its subsidiaries, which are
related parties of the Company, have been eliminated on consolidation and are
not disclosed in this note.
There are no personnel considered to be key management other than the
directors. The directors participated in the MIP and their remuneration is
disclosed in note 11.
25. Control
There is no controlling party.
26. Deferred tax
31/12/2025 31/12/2024
£ £
Deferred tax balance b/f - (201,473)
Taxation recoverable 47,424 -
47,424 (201,473)
Reconciliation:
Tax Losses 252,796
Unrealised investment gains (219,478) (251,950)
Management incentive plan 14,106 50,477
47,424 (201,473)
31/12/2025 31/12/2024
£ £
Deferred tax - balance b/fwd - (201,473)
Deferred tax - charge to profit or loss 47,424
-At end of year 47,424
(201,473)
Reconciliation
Tax losses 252,796 -
Unrealised investment gains (219,478) (251,950)
Management incentive plan 14,106 50,477
47,424 (201,473)
27. Events after the reporting date
The Group has diversified its investment portfolio further after the year end,
with notable new investments in Filtronic plc, Saga Plc and CVS Group Plc.
The Group has obtained a leverage facility from CMC Markets UK Plc after the
year end, enabling it to expand its investment activities. It carries an
annual interest rate of 7.8% and has the usual terms for such an instrument.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END FR AKCBPBBKBKQB
Copyright 2019 Regulatory News Service, all rights reservedRecent news on Kelso group
See all newsREG - Kelso Group Holdings - FY25 Results
AnnouncementREG - Kelso Group Holdings - New investment in Filtronic plc
AnnouncementREG - Kelso Group Holdings - Holding(s) in Company
AnnouncementREG - Kelso Group Holdings - Holding(s) in Company
AnnouncementREG - Kelso Group Holdings - Holding(s) in Company
Announcement