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REG - Kelso Group Holdings - Interim results for six months ended 30 June 2024

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RNS Number : 1601G  Kelso Group Holdings PLC  30 September 2024

30 September 2024

 

Kelso Group Holdings Plc ("Kelso" or the "Company")

Strategy Update and Interim results for the six months ended 30 June 2024

A highly concentrated investor in UK small and mid-cap listed companies.
Driving value enhancement through active engagement

Kelso, the main market listed acquisition vehicle, is pleased to announce its
consolidated unaudited interim results for the six months ended 30 June 2024
("H1-24") alongside a strategy update.

 

Portfolio highlights:

·      NCC Group Plc: Kelso's largest holding with a year to date gain
of 37%.

·      THG Plc: Post period end, Board of THG announced the intention to
demerge the Ingenuity division and move the remaining business to the Premium
Index of the London Stock Exchange.

·      Angling Direct Plc: Potential for company's sub scale European
business to be demerged or closed, to focus on the opportunities available to
its market leading UK business.

·      The Works.co.uk Plc: In February 2024, John Goold and Mark
Kirkland joined the Board. In March 2024, TW announced it was moving from the
Main Market to AIM. In June 2024, a seasoned stock market executive was
appointed as the new chairman.

Strategy Update:

·      Alongside its core investment approach, Kelso will now look to
seed and invest in listed single company acquisition vehicles which target
both listed and private companies as well as divisions of undervalued UK
businesses where we believe there is considerable upside.

Outlook

·      Positive outlook, with the directors of Kelso continuing to
believe that they will achieve a medium term IRR of 25% following the 55%
appreciation in the first year of operation.

Sir Nigel Knowles, Chairman, Kelso Group, said:

"We are delighted to present our interim results in our second year as a UK
focussed active investor, identifying, engaging and unlocking trapped value in
the UK stock market. Our strategy delivered a 55% IRR in our first year and we
are confident in continuing to outperform our target IRR of 25% going forward.
Alongside our existing strategy, Kelso's strategy will include investing in
listed single company acquisition vehicles where we believe there is
considerable upside. I would like to thank our shareholders for their
commitment to Kelso."

 

For further information, please contact:

 Kelso Group Holdings plc                                  +44 (0) 75 4033 3933

 John Goold, Chief Executive Officer

 Mark Kirkland, Chief Financial Officer

 Jamie Brooke, Chief Investment Officer

 Zeus (Broker)                                             +44 (0) 20 3829 5000

 Nick Cowles, Ed Beddows, John Moran (Investment Banking)

 Ben Robertson (Corporate Broking)

 Camarco (Financial PR)                                    +44 (0) 20 3757 4980
 Billy Clegg, Tom Huddart

 

 

Chairman's Statement, Sir Nigel Knowles

During H1-24, Kelso continued in its second year as a UK focussed active
investor, identifying, engaging and unlocking trapped value in the UK stock
market, particularly in the small and mid-cap arena. It has been focussed on
building its acquisition vehicle for the long term with the aim of creating a
substantial UK acquisition company.

 

Strategy Update

Kelso's strategy has evolved during 2024 and, alongside its core investment
approach, will now look to seed and invest in listed single company
acquisition vehicles which target listed, unlisted and divisions of
undervalued UK businesses where we believe there is considerable upside. In
each case Kelso will work with industry specialists.

Kelso announces today that it will seed its first acquisition vehicle, Selkirk
Group Plc ("Selkirk"), a new single company acquisition vehicle, which it
intends to list on the AIM market in due course.

Kelso will continue to be a UK active investor and we remain confident in the
potential upside of our existing holdings and believe that our medium term IRR
target of at least 25% will be met having achieved 55% in our first year.

I am very grateful to my board of directors for their contribution and their
belief in what Kelso is trying to achieve. I would also like to welcome the
new shareholders that joined our register in H1-24 and thank those that joined
us in 2023. We have worked with many of our shareholders previously and, as a
whole, they offer Kelso excellent value creation ideas. The Board continues to
own c.21% of Kelso and so remains completely aligned with our shareholders.

 

Chief Executive Statement, John Goold

 

Kelso continues to make progress in 2024 building a business for the long
term. The team remain focussed on creating value for our shareholders and are
confident in the portfolio making above market returns. We have continued our
focussed efforts to unlock value in our four core investments whilst planning
for the next stage of our journey, as outlined by our Chairman. We are
especially excited about the next phase of growth, as we plan to augment our
strategy by seeding and investing in single stock acquisition vehicles where
the Company sees value and opportunity, our first being Selkirk Group Plc. Our
executive team have in the past worked on situations where significant value
has been created by executing such strategies and it is our firm intention to
replicate that success.

 

Review of H1-24

In February 2024, Kelso raised £1.9 million at a placing price of 3.0p, which
was the maximum which could be raised without issuing a new prospectus. This
followed a £3.0 million placing in June 2023 at 2.5p and £3.0 million
placing in January 2023 at 2.0p.

 

Total operating costs in H1-24 were £161k, including £67k of audit and
accountancy fees, £79k of professional costs and £15k of other admin
expenses. The fixed running cost of Kelso is still expected to be in the
region £300k a year, before exceptional professional costs. As in 2023, Board
expenses have been kept to a minimum, the Directors have drawn no salaries and
there have been no property costs. Our principal costs have been fund raising,
listing, legal, accountancy and audit fees. Operating costs in H1-23 of £400k
included one off cash costs around Kelso's initial set up. Over the medium
term, Kelso's aim is, on an annual basis, to cover these running costs with
fees earned.

 

Realised gains on investments in the period were £221k and other income was
£44k (consultancy services £21k, dividend income £21k and interest received
£2k) giving a total income of £265k. As a result, Kelso achieved a small
cash surplus in H1-24 of £74k.

 

Mark to market non-cash unrealised losses in the first half were £0.9
million. This mark to market non cash fall was predominantly driven by the
fall in THG shares between January and the end of June 2024.

 

Post interest, consultancy services and dividend income the total H1-24
operating loss, including mark to market investments, was £809k. Following
the appreciation of NCC shares post 30 June 2024 and the recent THG results,
where management announced their intention to demerge Ingenuity and move to
the Premium Index, the directors of Kelso are optimistic that this mark to
market loss will reverse in the second half of the year. The directors of
Kelso continue to believe that they will achieve a medium term IRR of 25%
following the 55% appreciation in the first year of operation.

 

As at 30 June, Kelso's investments stood at £9.5 million (H1-23: £6.5
million).

 

NCC Group Plc ("NCC")

NCC, the Cyber Security and Software Escode business, has become Kelso's
biggest investment during 2024 and we now own 3.0 million shares at an average
cost price of 125p. We applaud the actions of the NCC board in 2024, as they
have combined excellent investor relations through capital markets education
sessions, with trading upgrades, including most recently in September, and a
highly enhancing material disposal announced in August. NCC's share price has
risen from 30 June 2024, when it was 152.6p, to 176.8p where it sits at 27
September. This gives us a year-to-date gain of 37% from the position on 1
January 2024 of 128.8p. Despite this share price rise, we still believe that
the sum of the parts of the two separate businesses equates to more than the
current market capitalisation. The turnaround in the Cyber Division appears to
be coming through more rapidly than initially expected with significant upside
to come. Our analysis, however, particularly draws us to Escode, the software
escrow business, which we believe would be a valuable standalone business with
its sustainable revenue showing improving growth, high market share, 40%+ EBIT
margins, near 20 year excellent financial track record and consistently high
cashflow generation.

 

THG Plc ("THG")

THG, remains our second largest investment where we own 5.0 million shares at
an average cost price of 61p. The shares were at 62.2p at 30 June 2024 and
57.1p on 27 September 2024. We are extremely pleased that alongside their
recent Interim Results in September, the Board announced that it is their
intention to demerge the Ingenuity division and move the remaining business to
the Premium Index of the London Stock Exchange. Whilst it is disappointing
that the share price has not reacted positively to this news, we continue to
believe that both actions will result in material gains to the value of THG
when these actions are completed over the coming months. Importantly, the
demerger will allow investors to allocate their investment to align with their
risk appetite. It will result in Ingenuity, an exciting high growth, high
potential value business with significant losses to be considered separately
to the two world class, highly profitable e-commerce businesses, namely THG
Beauty and MyProtein, with the latter remaining on the UK market Premium List.
We support this move and do not believe that the current market capitalisation
remotely reflects the valuation of these two businesses.

 

Angling Direct Plc ("AD")

AD, the clear UK market leader in all things fishing, including its TV
channel, remains a smaller Kelso holding with 2.5 million shares, purchased at
an average cost price of 35p. During the latest Half-Year Trading Update
released by AD on 21 August 2024, revenue was £45.9 million, of which 37.0%
was generated through its UK Online division, with 52 stores across the UK,
and a market share which is at least 5x more than the next biggest specialist
retailer. Net cash as at 31 July 2024 was £17.0 million. The market
capitalisation of AD at 27 September 2024 was c.£27.4 million. Kelso
continues to believe strongly that AD's sub scale European business should be
demerged or closed to focus on the opportunities available to its market
leading UK business.  Full year broker forecasts to January 2025 are for
revenue of £88.4 million and EBITDA of £3.2 million, that would be decently
higher without the European losses. Given the market capitalisation of the
company and strength of trading, Kelso also believes strongly that at least
some of the net cash should be used to buy back its shares thus enhancing
shareholder value for the long term.

 

The Works.co.uk Plc ("TW")

TW, the high street retailer of arts and crafts with over 500 shops and near
£300m of revenue is one of our two smaller investments where we believe there
is an opportunity for significant value uplift from its c.£15.7 million
market capitalisation as at 27 September 2024. The business has a strong
balance sheet with tangible net assets significantly greater than the market
capitalisation. We hold 3.75 million shares which were purchased at an average
price of 32p, which at the end of this reporting period were value at 23.8p.
In February 2024, John Goold and Mark Kirkland joined the board of TW to help
the company with its strategy and investor relations on an interim basis,
after being invited in by shareholders during considerable change. In March
2024, TW announced it was moving to AIM from the Main Market, a more relevant
market for a company of the size of TW. In June 2024, a new chairman was
appointed, a seasoned stock market turnaround executive. In August 2024, it
was announced that one of the NED's was stepping down and that a new NED would
be sought, a process that remains in progress. John Goold and Mark Kirkland
are pleased with the progress of the business and believe the main building
blocks are in place to effect the necessary change. The company's broker is
forecasting EBITDA to rise in the current year by c.40% to £8.5 million for
the year to 30 April 2025.

 

Selkirk Group Holdings (Selkirk), will be Kelso's first dedicated investment
acquisition vehicle targeted at making an outright single company acquisition.
Its target will be one of either a private company that it brings to market, a
publicly listed UK company or a division of a UK listed company. In each case
the transaction will constitute a reverse takeover. Selkirk will work with
specialist sector management of the sector that the vehicle targets. It will
incentivise senior quality management with an on market private equity style
incentive scheme.

 

Conclusion

I would like to thank our board for their commitment so far during 2024 and in
the busy few months ahead. The board of Kelso continues to keep central costs
to a minimum and the Board has not taken salaries during the reporting period.
I would also like to thank our shareholders for their commitment to Kelso. In
early 2025, we will hold a shareholder presentation in London to fully update
our shareholders on strategy and performance.

 

Responsibility statement

We confirm that to the best of our knowledge:

a)   the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting';

b)   the interim management report includes a fair review of the information
required by DTR 4.2.7R (indication of important events during the first six
months and description of principal risks and principal risks and
uncertainties for the remaining six months of the year); and

c)   the interim management report includes a fair review of the information
required by DTR 4.2.8R (disclosure of related parties' transactions and
changes therein).

 

Principal Risks and Uncertainties

The principal risks and uncertainties affecting the business activities of the
Company remain those detailed in the Annual Report and Accounts 2023, a copy
of which is available on the Company website at www.Kelsoplc.com.

The Board considers that these remain a current reflection of the risks and
uncertainties facing the business for the remaining six months of the
financial year.

 

Condensed Interim Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2024 (Unaudited)

 

                                                                            Note                                     6 months ended  6 months ended  12 months ended 31 December 2023

                                                                                                                     30 June 2024    30 June 2023
                                                                                                                     (unaudited)     (unaudited)     (audited)
                                                                                                                     £               £               £

 Revenue
 (Loss)/gains on investments                                                5                                        (675,873)       1,760,358       2,577,401

 Administrative expenses
 Staff costs (relating to                                                   14                                       (74,962)        (243,671)       (107,616)
 MIP)
 Audit and accountancy fees                                                                                          (66,656)        (61,116)        (95,772)
 Professional costs                                                                                                  (79,494)        (59,398)        (230,738)
 Other administrative expenses                                                                                       (14,672)        (36,938)        (26,304)
 Profit /(Loss) from operations                                                                                      (911,657)       1,359,235       2,116,971

 Other income                                                                                                        41,833          -               31,500
 Finance income                                                                                                      1,831           -               3,714
 Finance expense                                                                                                     (15,676)        (63,447)        (121,217)
 Profit /(Loss)before taxation                                                                                       (883,669)       1,295,788       2,030,968

 Income tax                                                                 7                                        220,917         (259,625)       (471,436)
 Profit /(Loss)for the period                                                                                        (662,752)       1,036,163       1,559,532

 Profit/(loss) for the period attributable to:
 Owners of the parent                                                                                                (645,713)       1,036,163       1,534,314
 Non-controlling interests                                                                                           (17,039)        -               25,218

                                                                                                                     (662,752)       1,036,163       1,559,532

 Earnings/(loss) per share (Pence) attributable to the ordinary equity holders
 of the parent

 Basic                                                                      6                                        (0.17)          (0.33)          0.56
 Diluted                                                                          6                                  (0.17)          (0.33)          0.54

 

Condensed Interim Consolidated Balance Sheet

As at 30 June 2024 (Unaudited)

 

                                                                As at        As at        As at
                                                                30 June      30 June      31 December
                                                                2024         2023         2023
                                               Note             (unaudited)  (unaudited)  (audited)
                                                                £            £            £
 Assets
 Current
 Investment                                    9                9,473,715    6,520,000    7,868,400
 Trade and other receivables                                    36,591       8,497        6,722
 Cash and cash equivalents                                      312,758      3,080,953    240,332
 Total assets                                                   9,823,064    9,609,450    8,115,454

 Liabilities
 Current
 Trade and other payables                      10               (256,856)    (198,028)    (305,527)

 Non-current
 Other payables                                11               (752,937)    (2,156,768)  -
 Deferred tax liabilities                      12               (69,922)     (259,625)    (274,913)
 Total liabilities                                              (1,079,715)  (2,614,421)  (580,440)

 Net assets                                                     8,743,349    6,995,029    7,535,014

 Equity
 Share capital                                 13               3,755,700    3,175,250    3,129,750
 Share Premium Reserve                                          4,364,752    3,240,077    3,194,577
 Capital redemption reserve                                     45,500       -            45,500
 Other reserves                                                 182,578      -            107,616
 Retained Profit/ (Loss)                                        345,480      538,542      991,193
 Equity attributable to owners of the Group                     8,694,010    6,953,869    7,468,636
 Non-controlling interest                                       49,339       41,160       66,378

 Total equity                                                   8,743,349    6,995,029    7,535,014

 

Condensed Interim Consolidated Changes in Equity

As at 30 June 2024 (Unaudited)

                                                Share Capital  Share Premium  Capital redemption reserve  Other reserves  Retained Earnings  Total attributable to owners of parent  Non-controlling interest  Total Equity
                                                £              £              £                           £               £                  £                                       £                         £
 At 1 January 2023                              475,250        320,150        -                           -               (497,621)          297,779                                 -                         297,779
 Comprehensive income for the period
 Profit for the period                          -              -              -                           -               1,036,163          1,036,163                               -                         1,036,163
 Total comprehensive income for the period      -              -              -                           -               1,036,163          1,333,942                               -                         1,333,942
 Transaction with owners
 Issue of Share Capital                         2,700,000      2,919,927      -                           -               -                  5,619,927                               41,160                    5,661,087
 Total transactions with owners                 2,700,000      2,919,927      -                           -               -                  5,619,927                               41,160                    5,661,087
 At 30 June 2023                                3,175,250      3,240,077      -                           -               538,542            6,953,869                               41,160                    6,995,029
 Shares cancelled during the year               (45,500)       (45,500)       45,500                      -               (45,500)           (91,000)                                -                         (91,000)
 Share based payments                           -              -              -                           107,616         -                  107,616                                 -                         107,616
 Comprehensive income for the period
 Profit for the period                                                                                                    498,151            498,151                                 25,218                    523,369
 Total comprehensive income for the period      -              -              -                           -               498,151            498,151                                 25,218                    523,369
 At 31 December 2023                            3,129,750      3,194,577      45,500                      107,616         991,193            7,468,636                               66,378                    7,535,014
 Comprehensive income for the period
 Loss for the period                            -              -              -                           -               (645,713)          (645,713)                               (17,039                   (662,752)
 Total comprehensive income for the period      -              -              -                           -               (645,713)          (645,713)                               (17,039)                  (662,752)
 Transaction with owners
 Share based payments                           -              -              -                           74,962          -                  74,962                                  -                         74,962
 Issue of Share Capital                         625,950        1,170,175      -                           -               -                  1,796,125                               -                         1,796,125
 Total transactions with owners                 625,950        1,170,175      -                           74,962          -                  1,871,087                               -                         1,871,087
 At 30 June 2024                                3,755,700      4,364,752      45,500                      182,578         345,480            8,694,010                               49,339                    8,743,349

 

 

 Condensed Interim Consolidated Statement of Cash Flows

 As at 30 June 2024 (Unaudited)

                                                                  As at        As at        As at
                                                                  30-Jun       30-Jun       31-Dec
                                                            Note  2024         2023         2023
                                                                  (unaudited)  (unaudited)  (audited)
                                                                  £            £            £
 Cash flows from operating activities
 Profit/(Loss) for the year                                       (662,752)    1,036,163    1,559,532
 Unrealised loss/(gain) on investments                      5     897,251      (1,760,358)  (1,432,303)
 Increase in MIP provision                                        74,962       243,671      107,616
 Corporation/deferred tax                                         (220,915)    259,625      471,436
 Finance income                                                   (1,831)      -            (3,714)
 Finance expenses                                                 15,676       63,447       121,217
                                                                  102,391      (157,452)    823,784
 Movement in working capital:
 Decrease/(increase) in trade and other receivables               (29,869)     (2,800)      2,284
 Increase/ (Decrease) in trade and other payables                 (32,747)     157,140      64,806
 Cash generated from operations                                   (62,616)     154,340      67,090

 Net cash used in operating activities                            39,775       (3,112)      890,874

 Cash flows from Investing activities
 Payments to acquire current assets investments             9     (3,741,676)  (4,361,074)  (9,972,293)
 Proceeds on sale of current assets investments             9     1,239,110    1,514,528    3,536,196
                                                                  (2,502,566)  (2,846,546)  (6,436,097)

 Cash flows from financing activities
 Issue of ordinary shares                                   13    1,796,125    5,619,927    5,619,927
 Issue of shares - non-controlling interest                       -            41,160       41,160
 Purchase of ordinary shares for cancellation                     -            -            (91,000)
 CFD funding                                                      752,937      -            -
 Finance costs                                                    (15,676)     (63,447)     (121,217)
 Finance income                                                   1,831        -            3,714
 Net cash used in financing activities                            2,535,217    5,597,640    5,452,584

 Net cash (decrease)/increase in cash and cash equivalents        72,426       2,747,982    (92,639)

 Cash and cash equivalents at the beginning of year               240,332      332,971      332,971
 Cash and cash equivalents at the end of the year                 312,758      3,080,953    240,332

 

Notes to the interim results

1.   Basis of preparation

Kelso Group Holdings Plc is a public limited company incorporated in the
United Kingdom under the Companies Act 2006 (registration number:11504186).
The Company's ordinary shares are admitted to trading on the main market of
the London Stock Exchange.

These interim financial statements for the six months ended 30 June 2024
should be read in conjunction with the financial statements for the year ended
31 December 2023, which have been prepared in accordance with International
Financial Reporting Standards ("IFRSs") as applied in accordance with the
provisions of the Companies Act 2006. The interim report and accounts do not
include all the information and disclosures required in the annual financial
statements.

2.   Significant accounting policies

The interim report and accounts have been prepared in accordance with IAS34
(Interim Financial Statements) and on the basis of the accounting policies,
presentation and methods of computation as set out in the Company's December
2023 Annual Report and Accounts, except for those that relate to new standards
and interpretations effective for the first time for periods beginning on (or
after) 1 January 2024 and will be adopted in the 2024 annual financial
statements.

The financial information is presented in Pounds Sterling, rounded to the
nearest pound and has been prepared under the historical cost convention.

The interim report and accounts do not comprise statutory accounts within the
meaning of section 434 of the Companies Act 2006. These interim financial
statements were approved by the Board of Directors on 27 September 2024. The
results for the six months to 30 June 2024 and the comparative results for the
six months to 30 June 2023 are unaudited.  The figures for the year ended 31
December 2023 are extracted from the audited statutory accounts of the Company
for that period.

3.   New accounting standards adopted at 1 January 2024

There are no significant pronouncements which have become effective from 1
January 2024 that have a significant impact on the Group's interim condensed
consolidated financial statements.

4.   Estimates and judgements

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 relates to the Management
Incentive Plan (MIP). The directors believe that the performance and market
condition of the MIP will be met and a return hurdle between 8% and 15% p.a
will be achieved by year 3. 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.

5.   Revenue

Revenue represents realised and unrealised gains and losses on investments.

                          6 months       6 months       12 months

                          ended          ended          ended

                          30 June 2024   30 June 2023   31 December 2023
                          (unaudited)    (unaudited)    (audited)
 Realised gains           221,378        288,225        1,145,098
 Unrealised (loss)/gains  (897,251)      1,472,133      1,432,303
 Total (loss)/gains       (675,873)      1,760,358      2,577,401

 

6.   Profit / (Loss) per share

Basic Profit/(loss) per share is calculated by dividing the Profit/(loss)
attributable to equity holders of the Company by the weighted average number
of ordinary shares in issue during the period.

                                           6 months ended  6 months ended  12 months ended 31 December 2023

                                           30 June 2024    30 June 2023
                                           (unaudited)     (unaudited)     (audited)

 Profit/(loss) from operations      £      (645,713)       1,036,163       1,534,314
 Weighted average number of shares         373,855,317     317,525,000     285,488,322
 Basic profit/(loss) per share      Pence  (0.17)          0.33            0.56
 Diluted profit/(loss) per share    Pence  (0.17)          0.33            0.54

 

7.   Taxation

Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the reporting date. These have been applied on
both realised and unrealised profits.

Deferred tax is measured using tax rates and laws that have been enacted or
substantively enacted by the reporting date that are expected to apply to the
reversal of the timing difference.

Deferred tax liability has been provisioned in line with reported profits in
current reporting period net of past tax losses.

8.   Events after the reporting period

There were no events after the interim report date to disclose.

 

9.   Investments

                         Fully paid shares  Shares acquired under CFD  Total
 Additions               6,442,191          3,530,102                  9,972,293
 Disposals               (6,094)            (3,530,102)                (3,536,196)
 Fair value adjustments  1,432,303          -                          1,432,303
 As at 1 January 2024    7,868,400          -                          7,868,400
 Additions               2,988,739          752,937                    3,741,676
 Disposal                (1,239,110)        -                          (1,239,110)
 Fair value adjustments  (896,891)          (360)                      (897,251)
                         8,721,138          752,577                    9,473,715

 

10.  Current liabilities

                                  30 June 2024  30 June 2023  31 December 2023
 Trade payables                   37,115        163,810       40,678
 Other taxes and social security  12,743        29,440        12,743
 Other payables                   26,400        4,778         55,583
 Income tax                       180,598       -             196,523
                                  256,856       198,028       305,527

 

11.  Non-current liabilities

                     30 June 2024  30 June 2023  31 December 2023
 Investment funding  752,938       1,913,097     -
 Other payables      -             243,671       -
                     752,938       2,156,768     -

 

At 30 June 2024, the market value of investments under CFD was £752,578 (30
June 2023: £4,265,710), with a leverage of £752,937 (30 June 2023:
£1,913,097). The equity value of the CFD account was £nil (30 June 2023:
£2,352,613) with cash held in the margin account of £nil (30 June 2023:
£2,005,000). Shares held under the CFD agreement are secured by way of first
fixed charge on all instruments and related rights, including cash held in the
linked share dealing account.

12.  Deferred tax

               30 June 2024  30 June 2023  31 December 2023
 Deferred tax  69,922        259,625       274,913

 

13.  Share capital

 Issued and fully paid           2024         2024       2023         2023
                                 Number       £          Number       £
 Ordinary shares of £0.01 each

 At 1 January 2023               312,975,000  3,129,750  47,525,000   475,250
 Shares issued                   62,594,999   625,950    270,000,000  2,700,000
 Shares cancelled                -            -          (4,550,000)  (45,500)
 At 30 June 2024                 375,569,999  3,755,700  312,975,000  3,129,750

 

On 24 January 2023, the Kelso Group Holdings PLC issued 150,000,000 ordinary
shares for cash for a value of £3,000,000 and on 24 March 2023 the Kelso
Group Holdings PLC issued an additional 120,000,000 ordinary shares for cash
for a value of £3,000,000. The total number of ordinary shares in issue at 30
June 2023 was 317,525,000. All the shares have the same right to receive
dividends and the repayment of capital and represents one vote at the
shareholders' meeting.

In 2023, Kelso Group Holdings PLC cancelled 4,550,000 of its own shares for
£91,000.

On 30 January 2024, the Kelso Group Holdings PLC issued 62,594,999 ordinary
shares for cash for a value of £1,877,850.

14.  Related Party transactions

As stated in the Company's financial statements at 31 December 2023, a
Management Incentive Plan ("MIP") has been established, at a cost to the
participants of £41,160, in exchange for A shares in Kelso Ltd and based on
the results for the six months to 30 June 2024, a provision in relation to the
MIP of £74,962 (2023: £243,671) was made.

Other than the shares relating to the MIP, Kelso Ltd is a wholly owned
subsidiary of Kelso Group Holdings Plc and acts as the main trading entity of
the Group.

15.  Distribution of Interim Reports

A copy of the interim report will be available shortly on the Group's website
(www.Kelsoplc.com)

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.   END  IR EANNNALXLEFA

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