REG - Kelso Group Holdings - Interim results for six months ended 30 June 2025
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RNS Number : 2732B Kelso Group Holdings PLC 30 September 2025
30 September 2025
Kelso Group Holdings Plc
("Kelso" or the "Company")
Interim results for the six months ended 30 June 2025
A highly concentrated investor in UK small and mid-cap listed companies.
Driving value enhancement through active engagement in a unique strategy
Kelso, the main market listed acquisition vehicle, is pleased to announce its
consolidated unaudited interim results for the six months ended 30 June 2025
("H1-25").
Kelso was founded in November 2022 with the aim of creating a basket of
investments to capitalise on a depressed UK stock market by targeting
established but undervalued UK-listed small and mid-cap companies. Kelso,
which is 20% owned by the Board of Directors, currently has five investments
and a strategy of driving value enhancement through active engagement, which
means our very experienced Board is fully aligned with shareholders.
Although it has taken longer than anticipated, we believe the first signs of a
sustained recovery in the UK small and mid-cap market can now be seen and we
remain confident in the intrinsic value of our investments. Whilst the FTSE
100 is up 11.7% year to date, we note that the FTSE 250 and Small Cap are all
up less than 5%. This lag in performance is not unusual at the front end of a
small and mid-cap recovery cycle. The FTSE 250, Small Cap and AIM Indices
peaked 4 years ago in September 2021 and unlike many other global indices have
not recovered to that level since.
To June 2025, Kelso has achieved NAV/share returns of 55.8% since inception in
January 2023 (2023: 51.0%, 2024: 3.24%, 2025 H1 0.0%). These returns have been
achieved after the costs of raising finance and the PLC running costs both of
which have been kept to an absolute minimum by virtue of the experience and
contacts of the Board of Kelso. As a result, Kelso's gross investment gains
have been marginally higher than those mentioned above. As Kelso grows in size
the overheads will reduce as a percentage of the company's assets which will
improve our relative net performance.
Portfolio highlights
· Each portfolio company is well established, having been founded
at least 20 years ago, besides Selkirk Group Plc, the cash shell which listed
on AIM in November 2024. Four out of the five portfolio companies have balance
sheets with net cash.
· As at 30 June 2025, Kelso's total net assets stood at £9.0m
(2.4p NAV per share) against an equivalent of £9.0m (2.4p NAV per share) on
31 December 2024, a flat return on NAV/share for the six months ended 30 June
2025. Kelso continues to target a 25% medium term IRR.
· TheWorks.co.uk Plc ("The Works") has announced several positive
trading updates in 2025 upgrading its EBITDA guidance for the current year by
10%. As a result, the share price has risen approximately 149.4% in 2025 year
to date from 20.5p to 51.0p. Despite this rise, The Works currently trades on
a 3.2x trailing EV/EBITDA, which remains significantly lower than the UK
sector average.
· Angling Direct Plc ("Angling Direct") reported stand out trading
for the six months to 31 July 2025 with sales up 17.0%. Its shares have risen
approximately 29.6% year to date from 40.5p to 52.5p. We believe this UK
market leader remains significantly undervalued compared to the pipeline of
opportunities ahead.
· THG Plc ("THG") shares remain down by approximately 14.5% year to
date from 43.2p on 1 January 2025, despite its recent momentum, rising 31.8%
since 1 September 2025 on the back of a positive trading statement. This gives
us confidence that our sum of the parts thesis remains very much intact.
MyProtein's predicted double-digit sales growth in H2, and new strategic
partnerships support that confidence in a world where its product portfolio is
becoming increasingly relevant as consumers become more health conscious.
· NCC Group Plc ("NCC") announced in the first half of 2025 that
both of its divisions were under 'strategic review', resulting in NCC being in
an offer period as defined by the Takeover Code. We hope to hear further
progress from NCC before the end of 2025, which we hope will result in a value
uplift. The Cyber security division is one of the largest businesses within
its sector in the UK.
· Selkirk Group Plc ("Selkirk") - continues to seek an acquisition
or investment opportunity and retains its original £7m of net cash on which
interest received has approximately offset expenses during the period.
· Kelso is at an advanced stage with its next investments, and in
H2-25, will explore limited gearing of up to a maximum of 20% of net assets on
drawdown in order to enhance returns in anticipation of a recovery in the UK
small and mid-cap market. Kelso currently has no debt and holds no CFD
positions.
Board Change
Kelso announces that Mark Kirkland, CFO, will step down from the Board of
Directors, effective immediately. Mark has been with Kelso since inception and
will continue to work with the Company as a consultant. We are very grateful
for Mark's contribution in Kelso's early years of development, and we wish him
all the best with his future endeavours.
Ian Selby has been appointed as a non-Board Finance Director (a fractional
role) with immediate effect. Ian is a chartered accountant and highly
experienced CFO and Non-Executive Director with a strong track record within
both listed and VC/PE-backed companies. He brings expertise across multiple
markets with experience of turnaround, high-growth, M&A, fundraising, and
international expansion, as well as extensive commercial and operational
leadership. He is currently the CFO of Aquis-quoted Equipmake Holdings PLC, a
technology engineering business in the electric vehicles sector, and a
Non-Executive Director of Cloudified Holdings Ltd, an AIM-listed cash shell
progressing a reverse takeover.
Sir Nigel Knowles, Chairman, Kelso said:
'These are our third interim results since inception as we strive to unlock
trapped value in the UK stock market. This UK stock market downturn at the
small and mid-cap end has been longer than most market professionals would
have anticipated and despite some of Kelso's investee companies beginning to
rally, we feel this is just the start of a more sustained long-term
appreciation.'
CEO Report
Kelso is backed by over 60 of the Board's UK business contacts, over 25 of
whom are or have been Chairman, CEO or CFO of UK-listed companies. We are very
grateful to these supporters, who are equally aware of the value opportunity
in UK-listed small and mid-cap companies.
Many UK-listed companies have a valuation below that which could be achieved
in the private arena as a result of the UK stock market downturn which has
lasted longer than anticipated. Despite this, the Board continues to stand by
Kelso's ambitious target of 25% medium term IRR and believes that our
portfolio is well placed to achieve those targeted returns. There are now
finally signs of recovery in UK small and mid-cap indices and, with our very
targeted pool of investments, Kelso could be at an important inflexion point.
Downside risk is a very important element of Kelso's investment strategy. We
do not invest in anything remotely blue sky, but rather in well-established
profitable businesses which have been around over 20 years. Historic analysis
over at least one cycle provides increased confidence alongside strong balance
sheets especially when backed by disposable assets. Several of our investments
have market leading positions in their sectors which further adds to our
confidence. Finally, historic analysis of valuations over the cycle gives us
some visibility on upside potential. The result of the above is that we are
targeting private equity style returns of 25% per annum but in listed, liquid
assets.
Review of H1-25
H1-25 saw Kelso earn revenue of £369k (H1-24: £(675)k) as a result of
unrealised gains on its investments. Operating profit was £27k compared to a
loss of £912k in the same period last year, whilst the loss before tax was
£(55)k (H1-24: £(834)k). The loss in H1-24 was primarily due to unrealised
losses on investments.
As with previous years, the Board of Kelso continues to keep plc and central
costs to a minimum, with our principal costs being listing, legal, accountancy
and audit fees.
As at 30 June, Kelso's investments stood at £9.2m (FY24: £10.4m) and the
Company confirms it is at an advanced stage of making further investments.
Cash as at 30 June 2025 was £39.3k and the Company had no debt. In H2-25,
Kelso will explore some limited gearing (<20% of net assets) in order to
enhance its returns in anticipation of a recovery in the UK small and mid-cap
market. Kelso will consult with its shareholders over this strategy in due
course.
As of today's date, The Works and NCC are Kelso's largest holdings, each at
23% of the investments, with THG at 21%, Selkirk at 20%, and Angling Direct at
14%.
A summary of each investment is set out below:
The Works
Kelso continues to hold 4.0m shares in The Works, the retailer of affordable,
screen-free activities for the whole family. The closing mid-market price as
of 26 September was 51.0p giving a holding value of £2.0m, reflecting 23% of
the current portfolio. The share price at 30 June 2025 was 59.0p versus 20.1p
at 31 December 2024 and based on the closing mid-market price on 26 September
2025, is up 149.4% year to date.
The Works announced its AGM trading update on 8 September 2025 where it noted
it had continued to see positive trading, supported by the confidence of
director share purchases, and that like for like sales continued to outperform
the wider market. They also said that significant strategic progress has been
made since the beginning of the financial year. This followed on from a
similarly positive trading update alongside its final results on 22 May 2025,
when it upgraded its profit guidance for the year ahead of market expectations
of £10.0m EBITDA at that time.
The Works has around 500 stores which produced revenue last year of £277.0m.
Its current market capitalisation is £32.5m and it had net cash at 4 May 2025
of £4.1m. On 24 January 2025, The Works announced that it aims to deliver
£375m of revenue within 5 years with an EBITDA of at least 6% which would
equate to an EBITDA of £22.5m. On any metric we believe the valuation of the
Works remains highly attractive even despite a strong share price performance
in current year.
NCC
Kelso currently holds 1.4m shares in NCC, in which the share price as at 30
June 2025 was 145.0p from 150.6p at 31 December 2024. The closing mid-market
share price on 26 September was 143.0p resulting in a holding value of £2.0m,
representing 23% of the portfolio.
Kelso announced its investment in NCC on 10 October 2023 with an initial
purchase of 1.0m shares at an average price of 108p when its market cap was
£348.6m. Kelso's investment thesis remains that the sum of the parts
valuation of NCC's two businesses is worth more than the market capitalisation
of the company.
NCC has a current market capitalisation of £437.6m with a small net cash
balance. It has two unconnected operating businesses, one being a global Cyber
Security business with prior year revenue of £263.2m and Adjusted EBITDA of
£26.1m, and the other being Escode, the world leading software escrow
business, with historical revenue of £66.0m and Adjusted EBITDA of £28.4m.
Both EBITDA figures reflect the position before the allocation of central
costs.
NCC announced on 28 April 2025 that Escode was investigating a range of
strategic options including a potential sale. Similarly on 16 July 2025, NCC
announced that it was at the early stage of assessing strategic options for
the Cyber Security business which might also include a potential sale. As a
result of having both its operating businesses in strategic review, NCC is in
an offer period as defined by the Takeover Panel. Kelso hopes that by the end
of 2025, we will have some value accretive news from NCC.
THG
Kelso currently owns 5.0m shares in THG, which at a closing mid-market price
of 37.0p as of 26 September gives a holding value of £1.9m, being 21% of the
portfolio. At 30 June 2025, the share price was 32.3p versus 45.0p as at 31
December 2024.
THG announced its interim results and trading update on 11 September 2025,
which has prompted a 29.1% share price rise as the market absorbed the latest
strategic developments, and this saw it return to the FTSE 250 Index.
Importantly, on 6 August 2025 THG announced the unanticipated disposal of its
Claremont ingredients business for £103m which it acquired in late 2020 for
£52m thus generating a gain of £50m. The proceeds were used to reduce the
net debt position, with management reiterated the target of returning to a
neutral net debt position and has alluded to potential further disposals.
Since its listing in 2020 THG invested more than £1bn in acquisitions within
the beauty division and MyProtein, within both products and manufacturing
facilities.
THG's interims refer to a positive start to its second half with both
businesses growing and MyProtein guided to achieve between 10% - 12% revenue
growth in the period. Impressively, MyProtein's offline distribution channel,
will see some of its 200 health products appearing in approaching 40,000
retail doors by year-end, targeting 100,000 globally, including some of the
biggest retailers in the world. During H1, THG have added 4 new UK retailers
and a further 18 in the United States, while new unnamed strategic licensing
partnerships were also recently announced, including a global confectioner and
a leading European chilled and ambient food-to-go leader. We believe such
partnerships increasingly highlight the value of the MyProtein brand.
Kelso's investment thesis when it invested in THG was that the sum of the
parts value exceeded its market capitalisation of the company. Furthermore, we
believed that following any benchmarking of valuations of health and nutrition
brands in the world, that the MyProtein division could be worth at least the
entire enterprise value. The main driver of the backdrop to those benchmarked
valuations was due to changes in consumer demands and the rebalancing in
product portfolios of many global companies from sugar-based products to
healthy, nutritional alternatives. MyProtein had revenue of £579.8m in 2024
and Kelso believes more than ever in its original investment thesis.
Selkirk
Kelso continues to be the largest holder in Selkirk, holding 18% of the issued
share capital. Selkirk was listed on AIM in November 2024 with the purpose of
seeking an acquisition in the consumer or technology space. Selkirk continues
to hold £7.0m of net cash, with the interest earned on this cash
approximately offsetting any ongoing expenses in the period.
Kelso continues to hold 75.4m shares, which were worth 2.6p per share at 30
June 2025, down from 2.85p at 31 December 2024. The closing mid-market price
on 26 September was 2.4p giving a holding value of £1.8m, being 20% of the
portfolio.
Selkirk has looked at several potential acquisitions, but none have yet
proceeded to an advanced stage. We believe that this a function of the delay
in the recovery of the UK small / mid-cap market and although we think this is
beginning to improve, patience has been required. The Board of Selkirk and its
advisers continue to look for value accretive opportunities.
Angling Direct
Kelso continues to hold 2.4m shares in Angling Direct, the UK's largest
fishing retailer with over 55 stores nationally and revenue of £91.3m. The
closing mid-market price on 26 September was 52.5p, up 29.6% year to date,
giving a holding value of £1.2m, reflecting 14% of the portfolio. At 30 June
2025, the share price was 48.5p, 20% up from 40.5p at 31 December 2024.
Angling Direct's trading update released on 20 August was excellent, with
group revenue up 17% in the first half of the year and the Board stating that
they were comfortably trading in line with full year consensus. Indeed,
revenue in the UK business (in store and online) in Q2 was up 17.7%. The
company's market cap is £37.7m and stated in the August trading update that
it continued to have £12.5m of net cash.
Angling Direct is the clear UK market leader and we are not aware of any other
dedicated fishing group in the UK with more than 5 stores, thus giving Angling
Direct significant economies of scale advantage. The recently announced rapid
sales growth suggests that this strong market share is yielding results.
Angling was floated on the London Stock Exchange in July 2017 at 64.0p a
share, with 15 stores and revenue of £21.0m. Subsequently, the number of
stores, revenues, and EBITDA have all quadrupled, yet the share price still
remains almost 20% below the IPO price. We believe that Angling Direct is good
value on any valuation metric when considering its well-established
market-leading position in one of the UK's most popular sports. Its attractive
valuation is compounded by the success of its new YouTube channel to support
its business with now 500,000 members.
Conclusion
I would like to thank our Board and shareholders for their commitment so far
during 2025 and since our inception. We believe that our portfolio is well set
and recent increases in the share prices of some of our investee companies
give us hope that a more sustained recovery is getting closer.
For further information, please contact:
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)
Ben Robertson (Corporate Broking)
Camarco (Financial PR)
Billy Clegg, Tom Huddart +44 (0) 20 3757 4980
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 2024, a copy
of which is available on the Company website at www.Kelsoplc.com.
(https://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 2025 (Unaudited)
6 months 6 months 12 months
Note ended 30 June 2025 ended 30 June 2024 ended 31 December 2024
(unaudited) (unaudited) (audited)
£ £ £
Revenue
(Loss)/gains on investments 5 369,424 (675,873) (97,343)
Administrative expenses
Staff costs (including MIP non-cash costs) 14 (165,458) (74,962) (94,296)
Audit and accountancy fees (56,668) (66,656) (131,756)
Professional costs (107,341) (79,494) (215,642)
Other administrative expenses (13,222) (14,672) (41,616)
Profit /(Loss) from operations 26,735 (911,657) (580,653)
Other income 16,275 41,833 115,500
Finance income 91 1,831 2,209
Finance expense (97,679) (15,676) (90,385)
Profit /(Loss)before taxation (54,578) (883,669) (553,329)
Income tax 8 (23,761) 220,917 164,526
Profit /(Loss)for the period (78,339) (662,752) (388,803)
Profit/(loss) for the period attributable to:
Owners of the parent (78,307) (645,713) (388,251)
Non-controlling interests (32) (17,039) (552)
(78,339) (662,752) (388,803)
Earnings/(loss) per share (Pence) attributable to the ordinary equity holders
of the parent
Basic (0.02) (0.17) (0.1)
Diluted 7 (0.02) (0.17) (0.1)
Condensed Interim Consolidated Balance Sheet As at 30 June 2025 (Unaudited)
As At As At As At
30-Jun
30-Jun
31-Dec
2025
2024
2024
Note (unaudited) (unaudited) (audited)
£ £ £
Assets
Current
Investments 9 9,224,794 9,473,715 10,406,036
Trade and other receivables 33,400 36,591 16,179
Cash and cash equivalents 39,293 312,758 118,369
Total assets 9,297,487 9,823,064 10,540,584
Liabilities
Current
Trade and other payables 10 (97,835) (256,856) (307,477)
Non-current
Other payables 11 - (752,937) (995,001)
Deferred tax liabilities 12 (225,287) (69,922) (201,473)
Total liabilities (323,122) (1,079,715) (1,503,951)
Net assets 8,974,365 8,743,349 9,036,633
Equity
Share capital 13 3,740,700 3,755,700 3,755,700
Share Premium Reserve 4,348,801 4,364,752 4,364,753
Capital redemption reserve 60,500 45,500 45,500
Other reserves 248,935 182,578 201,912
Retained Profit/ (Loss) 509,635 345,480 602,942
Equity attributable to owners of the Group 8,908,571 8,694,010 8,970,807
Non-controlling interest 65,794 49,339 65,826
Total equity 8,974,365 8,743,349 9,036,633
Condensed Interim Consolidated Changes in Equity As at 30 June 2025
(Unaudited)
Share Capital Share Premium Capital redemption reserve Other reserves Retained Earnings Total attributable to owners Non-controlling interest Total Equity
of parent
£ £ £ £ £ £ £ £
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 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 1,170,176 - - - 1,796,126 - 1,796,126
Total transactions with owners 625,950 1,170,176 - 74,962 - 1,871,088 - 1,871,088
At 30 June 2024 3,755,700 4,364,753 45,500 182,578 345,480 8,694,011 49,339 8,743,350
Shares cancelled during the year
Share based payments - - - 19,334 - 19,334 - 19,334
Comprehensive income for the period
Profit for the period - - - - 257,462 257,462 16,487 273,949
Total comprehensive income for the period - - - 19,334 257,462 276,796 16,487 293,283
At 31 December 2024 3,755,700 4,364,753 45,500 201,912 602,942 8,970,807 65,826 9,036,633
Comprehensive income for the period
Loss for the period - - - - (78,307) (78,307) (32) (78,339)
Total comprehensive income for the period - - - - (78,307) (78,307) (32) (78,339)
Transaction with owners
Share based payments - - - 47,023 47,023 - 47,023
Share buyback (15,000) (15,952) 15,000 - (15,000) (30,952) - (30,952)
Total transactions with owners (15,000) (15,952) 15,000 47,023 (15,000) 16,071 - 16,071
At 30 June 2025 3,740,700 4,348,801 60,500 248,935 509,635 8,908,571 65,794 8,974,365
Condensed Interim Consolidated Statement of Cash Flows As at 30 June 2025
(Unaudited)
As At As At As At
30-Jun
30-Jun
31-Dec
2025
2024
2024
Note (unaudited) (unaudited) (audited)
£ £ £
Cash flows from operating activities
Profit/(Loss) for the year (78,338) (662,752) (388,803)
Unrealised loss/(gain) on investments 5 (573,904) 897,251 424,502
Increase in MIP provision 47,023 74,962 94,296
Corporation/deferred tax 23,915 (220,915) (164,526)
Finance income (6) (1,831) (2,209)
Finance expenses 97,679 15,676 90,385
Income tax expense - - (107,330)
(483,631) 102,391 (53,685)
Movement in working capital:
Decrease/(increase) in trade and other receivables (17,323) (29,869) (7,564)
Increase/ (Decrease) in trade and other payables (40,213) (32,747) 16,544
Cash generated from operations (57,536) (62,616) 8,980
Net cash used in operating activities (541,167) 39,775 (44,705)
Cash flows from Investing activities
Payments to acquire current assets investments 9 (142,506) (3,741,676) (6,310,045)
Proceeds on sale of current assets investments 9 1,897,653 1,239,110 3,360,406
1,755,147 (2,502,566) (2,949,639)
Cash flows from financing activities
Issue of ordinary shares 13 - 1,796,126 1,796,126
Share buyback (30,952)
Funding from other borrowings (995,001) - 995,001
CFD funding (169,430) 752,936 169,430
Finance costs (97,679) (15,676) (90,385)
Finance income 6 1,831 2,209
Net cash used in financing activities (1,293,056) 2,535,217 2,872,381
Net cash (decrease)/increase in cash and cash equivalents (79,076) 72,426 (121,963)
Cash and cash equivalents at the beginning of year 118,369 240,332 240,332
Cash and cash equivalents at the end of the year 39,293 312,758 118,369
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 2025
should be read in conjunction with the financial statements for the year ended
31 December 2024, 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. These interim financial statements have been prepared on a going
concern basis due to the Company's strong balance sheet position.
2. Material 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
2024 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 2025 and will be adopted in the 2025 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 29 September 2025. The
results for the six months to 30 June 2025 and the comparative results for the
six months to 30 June 2024 are unaudited. The figures for the year ended 31
December 2024 are extracted from the audited statutory accounts of the Group
for that period.
3. New accounting standards adopted at 1 January 2025
There are no significant pronouncements which have become effective from 1
January 2025 that have a significant impact on the Group's interim condensed
consolidated financial statements.
4. Accounting 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 provided on the unrealised gain
or loss at the year-end on the assumption that the net 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 30 June 2025 ended 30 June 2024 ended 31 December 2024
(unaudited) (unaudited) (audited)
£ £ £
Realised (loss)/gains (237,813) 221,378 286,049
Unrealised (loss)/gains 573,904 (897,251) (424,502)
Consultancy fees receivable 33,333 - 41,110
Total (loss)/gains 369,424 (675,873) (97,343)
6. Directors' remuneration
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 Company listed in the Directors' report.
6 months 6 months 12 months
ended 30 June 2025 ended 30 June 2024 ended 31 December 2024
(unaudited) (unaudited) (audited)
£ £ £
Salaries 118,435 - -
Management Incentive Plan (non-cash) 47,023 74,962 94,296
Total (loss)/gains 165,458 74,962 94,296
7. Profit / (Loss) per share
Basic profit/(loss) per share is calculated by dividing the profit/(loss)
attributable to equity holders of the Group by the weighted average number of
ordinary shares in issue during the period.
6 months 6 months 12 months
ended 30 June 2025 ended 30 June 2024 ended 31 December 2024
(unaudited) (unaudited) (audited)
Profit/(loss) from operations £ (78,339) (645,713) (388,251)
Weighted average number of shares 372,071,218 373,855,317 370,439,261
Basic profit/(loss) per share Pence (0.02) (0.17) (0.1)
Diluted profit/(loss) per share Pence (0.02) (0.17) (0.1)
8. 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.
9. Events after the reporting period
There were no events after the interim report date to disclose.
10. Investments
Fully paid shares Shares acquired under CFD Total
As at 1 January 2024 7,868,400 - 7,868,400
Additions 4,776,772 1,545,773 6,322,545
Disposals (2,042,766) (1,317,640) (3,360,406)
Fair value adjustments (359,901) (64,602) (424,503)
As at 1 January 2025 10,242,505 163,531 10,406,036
Additions 142,507 - 142,507
Disposal (1,830,037) (67,616) (1,897,653)
Fair value adjustments 669,820 (95,915) 573,905
As at 30 June 2025 9,224,795 - 9,224,795
11. Current liabilities
30 June 2025 30 June 2024 31 December 2024
Trade payables 8,709 37,115 21,969
Other taxes and social security 12,950 12,743 12,743
Other payables 76,176 26,400 272,765
Income tax - 180,598 -
97,835 256,856 307,477
12. Non-current liabilities
30 June 2025 30 June 2024 31 December 2024
Investment funding - 752,938 -
Other payables - - 995,001
- 752,938 995,001
At 30 June 2025, the market value of investments under CFD was £nil (30 June
2024: £752,578), with a leverage of £nil (30 June 2024: £752,937). The
equity value of the CFD account was £nil (30 June 2024: £nil) with cash held
in the margin account of £nil (30 June 2024: £nil). 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.
13. Deferred tax
30 June 2025 30 June 2024 31 December 2024
Deferred tax 225,287 69,922 201,473
14. Share capital
Issued and fully paid
2025 2025 2024 2024
Number £ Number £
Ordinary shares of £0.01 each
At 1 January 2024 375,569,999 3,755,700 312,975,000 3,129,750
Shares issued - - 62,594,999 625,950
Shares cancelled (1,500,000) (15,000) - -
At 30 June 2025 374,069,999 3,740,700 375,569,999 3,755,700
On 30 January 2024, Kelso Group Holdings PLC issued 62,594,999 ordinary shares
for cash for a value of £1,877,850. On 23 April 2025, the company cancelled
1,500,000 of its own shares at a cost of £30,952. The total number of
ordinary shares in issue at 30 June 2025 was 374,069,999. All the shares have
the same right to receive dividends and the repayment of capital and
represents one vote at the shareholders' meeting.
15. Related Party transactions
As stated in the Company's financial statements at 31 December 2024, a
Management Incentive Plan ("MIP") was in existence, at a cost to the
participants of £41,160, in exchange for A shares in Kelso Ltd. John Goold,
Mark Kirkland and Jamie Brooke were the participants of the MIP and based on
the results for the six months to 30 June 2025, a provision for MIP of
£47,023 (2024: £74,962) 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.
16. Distribution of Interim Reports
A copy of the interim report will be available shortly on the Group's website
(www.Kelsoplc.com) (https://kelsoplc.com/)
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. END IR EASNNADLSEFARecent news on Kelso group
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