REG - LMS Capital PLC - Half-year Report
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RNS Number : 7380U LMS Capital PLC 11 August 2025
11 August 2025
LMS CAPITAL PLC
Half year results for the six months ended 30 June 2025
Financial Update
· Net Asset Value ("NAV") at 30 June 2025 of £31.3 million, 38.8p per
share, compared to £36.2 million (44.8p per share) at 31 December 2024;
· The net reduction in NAV of £4.9 million comprises:
o Realised and unrealised underlying portfolio losses of £2.2 million.
o Unrealised foreign exchange losses, due to the devaluation of the US
Dollar, of £1.3 million;
o Running costs of £0.7 million; and
o Investment related costs of £0.3 million plus further one-off items of
£0.2 million relating to the circular and implementation of the B Share
Scheme and a further £0.2 million being the write-off of historic fees due
from Dacian.
· Group cash at 30 June 2025 was £11.3 million (31 December 2024:
£13.5 million).
Managed Realisation Strategy
· Realisation of the legacy private equity portfolio has begun;
· A follow-on investment in Dacian has been agreed;
· The Company made its first return of capital to shareholders of 2
pence per share, in July 2025;
· Shareholders are reminded that the issue of B Shares will not reduce
the number of the Company's ordinary shares in issue. However, following the
issue and redemption of B Shares, the NAV (and NAV per ordinary share) will be
reduced by the total amount of capital returned. Consequently, the share price
is likely to reflect this reduction in NAV.
James Wilson, Chairman, commented:
"Following approval by shareholders in May 2025 of the adoption of a managed
realisation strategy, realisation of the legacy private equity assets has
started, a follow-on investment in Dacian has been agreed and options are
under review for retirement living. We are committed to achieving the best
managed realisation for shareholders in an orderly way and in a reasonable
time frame."
11 August 2025
Enquiries: LMS Capital plc
0207 935 3555
James Wilson, Chairman
Nicholas Friedlos, Managing Director
Chairman and Managing Director's Statement
The financial results of the Company for the first six months of the year and
an update on the portfolio and the direction of the business are set out
below.
OVERVIEW
Managed realisation strategy
At the Company's General Meeting in May 2025, shareholders approved the
Board's recommendation, as set out in the circular to shareholders on 24 April
2025 (the "Circular"), to adopt a strategy of managed realisation of the
Company's assets, over time, and the return of capital to shareholders.
The Company's investments range from its legacy private equity investments,
which are relatively liquid, to its energy and retirement living investments
which are less liquid.
In relation to the more liquid investments the realisation process has begun,
and the Board anticipates these investments should be realised within 12 to 18
months.
As outlined in the Circular, the Board reserved capital to enable it to
provide additional investment in energy and retirement living provided the
investment case supported it, and it resulted in a better overall realisation
outcome for shareholders.
The Board has today announced a further investment in Dacian which is expected
to provide a better overall realisation outcome for investors.
In relation to the retirement living sector the Board continues to see
opportunity. As stated in the Circular the Board may determine that it is
appropriate to reduce the debt financing and/or may seek additional investment
into the subsidiary which holds Castle View and which could add additional
assets and enhance realisation value. The Board is evaluating options.
Portfolio update
Legacy private equity investments - three principal holdings
- Weber Fund (valuation £2.0 million). This is the most liquid
investment in the portfolio being a fund of listed US micro-cap stocks. The
manager has commenced realisation and, subject to market conditions, is
planning, to realise approximately 40% of this fund during Q3;
- Opus (valuation £3.0 million). The manager of this early-stage
technology fund is optimistic that liquidity can be achieved within a
reasonable time frame for the fund's two principal remaining assets, and is
actively engaged in seeking to achieve this.
- Elateral (valuation £1.7 million). Options to allow the Company to
realise its investment are under review.
Dacian (valuation £7.3 million)
LMS is investing US$5.3 million in Dacian by way of a new loan, of which
US$600,000 was advanced prior to 30 June 2025. Information on the background
to the investment is set out in a separate announcement released today. The
investment will provide funding for a plan developed by Dacian's new
leadership team the key elements of which are:
- Investment in inventory of replacement components and implementation of
a maintenance plan to reduce the frequency of equipment failures and
consequent interruptions to production;
- Carrying out a programme of well workovers and interventions,
financially evaluated and risk adjusted in accordance with industry best
practice, to enhance production over the next 12 months;
- Implementation of cost efficiencies;
- Taking opportunities to monetise some unutilised land and equipment
held by Dacian;
- Evaluating and presenting to external capital, an identified set of
additional development projects within Dacian's existing fields; and
- Continuing to work with partners in the development of other
opportunities including in clean energy initiatives.
In the Board's view the returns on the additional investment are attractive
and will offer investors the prospect of a materially better overall financial
outcome on realisation than seeking an immediate sale. The Board acknowledges
the risks inherent in the oil and gas industry and Dacian's past track record.
However, in reaching the decision to invest further, the Board has taken
account of the analysis and challenge process which has been gone through over
the last few months with the external consulting team, the transparency and
speed of execution of financial and governance matters under the new
leadership and the preliminary feedback on market opportunities to realise the
value in the oil and gas business, that the plans are designed to unlock. In
addition, the Board continues to see potential value in the opportunities in
clean energy which the company is exploring.
The underlying valuation of the Dacian investment at 30 June 2025, prior to
the additional funding, has been reduced by US$2.4 million (£1.7 million)
reflecting the impact of the additional refinancing on the underlying value of
the prior investment.
Retirement Living (valuation £6.6 million)
The Company's investment in Castle View has a valuation of £6.6 million and
debt at 30 June 2025 of £4.8 million, the debt having reduced from £5.2
million at 31 March 2025 as a result of apartment sales.
There are currently reservations from buyers on units to the value of
approximately £1.3 million. These reservations are in the hands of buyers'
solicitors and whilst not certain, there is an expectation that they will
proceed to exchange and completion. The timing is difficult to predict and is
dependent on the personal circumstances, including existing house sale chains,
of the individual buyers.
Rental options are also now being offered, alongside sale, on the 9 unreserved
units which will accelerate the fuller occupancy of the village and reduce the
negative effect of the cost of holding empty units.
Costs
Some initial reductions have already been implemented and further reductions
are planned for the second half of the year. The Board estimates that the run
rate of operating costs during the second half will be reduced from an annual
rate of £1.7 million in 2024 to an annual rate of approximately £1.3
million. Investment costs will reduce to an annual rate of approximately
£0.25 million.
The Board will continue to look to reduce the Company's cost base, consistent
with operating requirements of the business and maintaining appropriate
governance as the managed realisation progresses.
FINANCIAL SUMMARY
The NAV of the Company at 30 June 2025 was £31.3 million, 38.8 pence per
share (31 December 2024: £36.2 million, 44.8 pence per share) and is
summarised below:
30 June 31 December
2025 (unaudited) 2024 (audited)
£'000 £'000
Weber 1,953 2,243
Opus 3,039 3,329
Elateral 1,680 1,680
Other 309 420
Dacian 7,339 9,258
Castle View 6,553 6,553
Total Investments 20,873 23,483
Cash 11,295 13,506
Other net assets / (liabilities/provisions) (854) (835)
Net Assets 31,314 36,154
The overall decrease of £4.9 million in the half year comprises:
· Portfolio valuation movements - net reduction £2.2 million
summarised below:
o Dacian £1.7 million
o Weber £0.1 million
o Castle View £0.4 million
· Unrealised foreign exchange losses £1.3 million;
· Running costs of £0.7 million; and
· Investment related costs were £0.3 million plus further one-off
items of £0.2 million relating to the circular and B share mechanism and
£0.2 million relating to the write-off of historical management fees from
Dacian.
First Return of Capital
The Company made its first return of capital to shareholders of £1.6 million
in aggregate equal to 2 pence per share, in July 2025.
The Company will make further returns of capital as and when appropriate,
although the timing and exact value of future returns will continue to depend
on the realisation of the investments in the Company's portfolio.
James Wilson
Chairman
Nicholas Friedlos
Managing Director
11 August 2025
Portfolio Management Review
The movement in NAV during the six months ended 30 June was as follows:
Six months ended 30 June
2025 2024
£'000 £'000
Opening NAV 36,155 42,141
Income and fair value adjustments on investment portfolio (3,537) (4,120)
Dividends - (505)
Overheads and other net movements (1,304) (1,004)
Closing NAV 31,314 36,512
Cash realisations and new and follow-on investments from the portfolio were as
follows:
Six months ended 30 June
2025 2024
£'000 £'000
Distributions from funds - 430
Proceeds from the sale of investments 121 -
Total - gross cash realisations 121 430
New and follow-on investments (1,049) -
Fund calls - (55)
Total - net (928) 375
Realisations in 2025 relate to the sale of Tialis Essential IT plc and Cresco
International Limited, along with a further receipt from the disposal of
Medhost.
Below is a summary of the investment portfolio of the Company and its
subsidiaries, which reflects all investments held by the Group:
30 June 2025 31 December 2024
Mature investment portfolio GBP denominated USD denominated Total GBP denominated USD denominated Total
£'000 £'000 £'000 £'000 £'000 £'000
Quoted - 5 5 54 5 59
Unquoted 1,680 - 1,680 1,680 56 1,736
Funds 304 4,992 5,296 293 5,584 5,877
1,984 4,997 6,981 2,027 5,645 7,672
Other investments GBP denominated USD denominated Total GBP denominated USD denominated Total
£'000 £'000 £'000 £'000 £'000 £'000
Dacian - 7,339 7,339 - 9,258 9,258
Castle View 6,553 - 6,553 6,553 - 6,553
6,553 7,339 13,892 6,553 9,258 15,811
Total investments 8,537 12,336 20,873 8,580 14,903 23,483
Basis of valuation:
Quoted investments
Quoted investments for which an active market exists are valued at the closing
bid price at the reporting date.
Unquoted direct investments
Unquoted direct investments for which there is no active market are valued
using the most appropriate valuation technique with regard to the stage and
nature of the investment.
Valuation methods that may be used include:
· investments in an established business are valued using revenue or
earnings multiples depending on the stage of development of the business and
the extent to which it is generating sustainable revenue or earnings;
· investments in an established business which is generating
sustainable revenue or earnings but for which other valuation methods are not
appropriate are valued by calculating the discounted value of future cash
flows;
· investments in debt instruments or loan notes are determined on a
standalone basis, with the initial investment recorded at the price of the
transaction and subsequent adjustments to the valuation are considered for
changes in credit risk or market rates; and
· convertible instruments are valued by disaggregating the convertible
feature from the debt instrument and valuing it using a Black-Scholes model.
Funds
Investments in managed funds are valued at fair value. The general partners of
the funds will provide periodic valuations on a fair value basis, the latest
available of which the Company will adopt provided it is satisfied that the
valuation methods used by the funds are not materially different from the
Company's valuation methods. Adjustments will be made to the fund valuation
where the Company believes the evidence available supports an alternative
valuation.
Performance of the investment portfolio
The return on investments for the six months ended 30 June was as follows:
Six months ended 30 June 2025 Six months ended 30 June 2024
Realised Unrealised Realised Unrealised
gains/(losses) gains/(losses) Total gains/(losses) gains/(losses) Total
Asset type £'000 £'000 £'000 £'000 £'000 £'000
Quoted (12) - (12) - (14) (14)
Unquoted 23 (3,126) (3,103) - (1,491) (1,491)
Funds - (580) (580) - (3,355) (3,355)
11 (3,706) (3,695) - (4,860) (4,860)
Accrued interest income 158 740
Income and fair value adjustments on investment portfolio (3,537) (4,120)
Approximately 59% of the portfolio at 30 June 2025 is denominated in US
Dollars (31 December 2024: 63%) and the above table includes the impact of
currency movements. In the first six months of 2025, the strengthening of
sterling against the US Dollar resulted in an unrealised foreign currency loss
of £1.3 million. (2024: unrealised gain of £0.1 million). As is common
practice in private equity investment, it is the Board's current policy not to
hedge the Company's underlying non-sterling investments.
Quoted investments
30 June 31 December
2025 2024
Company Sector £'000 £'000
Tialis Essential IT plc UK technology - 54
Arsenal Digital Holdings Inc US energy 5 5
5 59
The changes in valuation on the quoted portfolio arose as follows:
Six months ended 30 June
2025 2024
Fair value increases/(decreases) £'000 £'000
Realised
Tialis Essential IT plc (12) -
(12) -
Unrealised
Tialis Essential IT plc - (17)
Arsenal Digital Holdings Inc - (6)
Other quoted holdings - 9
Unrealised foreign currency gains/(losses) - -
- (14)
Total net losses (12) (14)
Unquoted investments
30 June 31 December
2025 2024
Company Sector £'000 £'000
Dacian Romanian energy 7,339 9,258
Castle View Retirement living 6,553 6,553
Elateral UK technology 1,680 1,680
Cresco US consumer - 56
15,572 17,547
The changes in valuation on the unquoted portfolio arose as follows:
Six months ended 30 June
2025 2024
Fair value increases/(decreases) £'000 £'000
Realised
Medhost 23 -
23 -
Unrealised
Dacian (See note below) (1,763) (1,580)
Castle View (553) -
Cresco 1 13
Medhost - -
Tialis loan notes - -
Unrealised foreign currency (losses)/gains (811) 76
(3,126) (1,491)
Total net losses (3,103) (1,491)
Income movements
Interest on Dacian investment - 740
Interest on Castle View investment 158 -
158 740
Valuations are sensitive to changes in the following inputs:
· the operating performance of the individual businesses within the
portfolio;
· changes in the revenue and profitability multiples and transaction
prices of comparable businesses, which are used in the underlying
calculations;
· changes in the estimated future cash flows of the individual
businesses which are derived based on judgemental inputs; and
· the discount rates applied to all valuations.
Fund interests
30 June 31 December
2025 2024
General partner Sector £'000 £'000
Brockton Capital Fund 1 UK real estate - -
Opus Capital Venture Partners US venture capital 3,039 3,329
GW 2001 Fund US quoted micro-caps 1,953 2,243
EMAC ILF Europe real estate 303 292
Simmons Parallel Energy UK energy 1 1
Other interests - 12
5,296 5,877
The changes in valuation on the Company's fund portfolio arose as follows:
Six months ended 30 June
2025 2024
Fair value increases/(decreases) £'000 £'000
Unrealised
Brockton Capital Fund 1 - (2,526)
Opus Capital Venture Partners (5) (826)
GW 2001 Fund (94) (217)
Simmons Parallel Energy - 176
Others (net) (11) 9
Unrealised foreign currency (losses)/gains (470) 29
Total net losses (580) (3,355)
Costs
Group costs for the period (including £1.0 million incurred by the Company
and £0.4 million by subsidiaries) were £1.4 million (2024: £1.5 million)
which include running costs of £0.7 million and investment related costs,
being support costs for the Dacian and Castle View investments, of £0.5
million and £0.2 million of costs in relation to the managed realisation.
Taxation
The Group tax provision for the period, all of which arose in the
subsidiaries, is £nil (2024: £0.1 million).
Financial Resources and Commitments
At 30 June 2025 cash holdings, including cash in subsidiaries, were £11.3
million (31 December 2024: £13.5 million) and neither the Company nor any of
its subsidiaries had any external debt.
At 30 June 2025, subsidiary companies had commitments of £2.5 million (31
December 2024: £2.5 million) to meet outstanding capital calls from fund
interests.
LMS CAPITAL plc
11 August 2025
Unaudited Condensed Company Income Statement
Six months ended 30 June
2025 2024
Notes £'000 £'000
Net losses on investments 5 (4,554) (4,509)
Interest income 645 309
Other income - 59
Total losses on investments (3,909) (4,141)
Operating expenses (968) (1,042)
Foreign currency exchange differences (21) 2
Loss before tax (4,898) (5,181)
Taxation - -
Loss for the period (4,898) (5,181)
Attributable to:
Equity shareholders (4,898) (5,181)
Loss per ordinary share - basic 6 (6.1p) (6.4p)
Loss per ordinary share - diluted 6 (6.1p) (6.4p)
Unaudited Condensed Company Statement of Other Comprehensive Income
Six months ended 30 June
2025 2024
Notes £'000 £'000
Loss for the period (4,898) (5,181)
Other comprehensive income - -
Total comprehensive loss for the period (4,898) (5,181)
Attributable to:
Equity shareholders (4,898) (5,181)
Unaudited Condensed Company Statement of Financial Position
30 June 2025 31 December 2024
Notes £'000 £'000
Assets
Non-current assets
Right-of-use assets - 14
Investments 8 3,288 7,842
Amounts receivable from subsidiaries 19,489 17,805
Total non-current assets 22,777 25,661
Current assets
Operating and other receivables 129 231
Cash 9,631 11,646
Total current assets 9,760 11,877
Total assets 32,537 37,538
Liabilities
Current liabilities
Operating and other payables (281) (462)
Amounts payable to subsidiaries (942) (921)
Total current liabilities (1,223) (1,383)
Non-current liabilities
Other long-term liabilities - -
Total non-current liabilities - -
Total liabilities (1,223) (1,383)
Net assets 31,314 36,155
Equity
Share capital 8 8,073
Share premium - 508
Capital redemption reserve - 24,949
Share-based equity 379 322
Retained earnings 30,927 2,303
Total equity shareholders' funds 31,314 36,155
Net asset value per ordinary share 11 38.79p 44.79p
Unaudited Condensed Company Statement of Changes in Equity
Six months ended 30 June 2025
Capital Share-
Share Share redemption based Retained Total
capital premium reserve equity earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2025 8,073 508 24,949 322 2,303 36,155
Comprehensive loss for the period
Loss for the period - - - - (4,898) (4,898)
Equity after total comprehensive 8,073 508 24,949 322 (2,595) 31,257
loss for the period
Contributions by and distributions
to shareholders
Share capital reduction (8,065) (508) (24,949) - 33,522 -
Share-based payments - - - 57 - 57
Dividends (note 7) - - - - - -
Balance at 30 June 2025 8 - - 379 30,927 31,314
Six months ended 30 June 2024
Capital Share-
Share Share redemption based Retained Total
capital premium reserve equity earnings equity
£'000 £'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 8,073 508 24,949 207 8,404 42,141
Comprehensive loss for the period
Loss for the period - - - - (5,181) (5,181)
Equity after total comprehensive 8,073 508 24,949 207 3,223 36,960
loss for the period
Contributions by and distributions
to shareholders
Share-based payments - - - 57 - 57
Dividends (note 7) - - - - (505) (505)
Balance at 30 June 2024 8,073 508 24,949 264 2,718 36,512
Unaudited Condensed Company Cash Flow Statement
Six months ended 30 June
2025 2024
Notes £'000 £'000
Cash flows from operating activities
Loss before tax (4,898) (5,181)
Adjustments for non-cash income and expenses:
Equity settled share-based payments 57 57
Depreciation of right-of-use assets 14 14
Interest expense on lease 1 1
Losses on investments 5 4,554 4,509
Other income - (59)
Interest income (645) (309)
Exchange differences on cash balances 20 (2)
(897) (970)
Changes in operating assets and liabilities
Decrease/(increase) in operating and other receivables 87 (27)
Decrease in operating and other payables (173) (43)
Increase in amounts receivable from subsidiaries (1,684) (1,207)
Increase in amounts payable to subsidiaries 21 5,959
Net cash (used in)/from operating activities (2,646) 3,712
Cash flows from investing activities
Interest received 660 302
Other income received - 59
Net cash from investing activities 660 361
Cash flows from financing activities
Dividends paid 7 - (505)
Repayment of principal lease liabilities (8) (15)
Repayment of lease interest (1) (1)
Net cash used in financing activities (9) (521)
Net (decrease)/increase in cash (1,995) 3,552
Exchange gains/(losses) on cash balances (20) 2
Cash at the beginning of the period 11,646 9,027
Cash at the end of the period 9,631 12,581
Notes to the unaudited financial information
1. Reporting entity
LMS Capital plc ("the Company") is a public limited company limited by shares
incorporated in the United Kingdom under the Companies Act and registered in
England. These unaudited condensed interim financial statements are presented
in pounds sterling because that is the currency of the principal economic
environment of the Company's operations.
The Company was formed on 7 March 2006 and commenced operations on 9 June 2006
when it received the demerged investment division of London Merchant
Securities.
2. Statement of compliance and basis of preparation
These condensed interim financial statements have been prepared in accordance
with IAS 34: 'Interim Financial Reporting'. They do not include all of the
information required for full annual financial statements and should be read
in conjunction with the Annual Report and Accounts for the year ended 31
December 2024 which were prepared in accordance with UK adopted International
Financial Reporting Standards.
The financial information presented in these interim results has been prepared
in accordance with international accounting standards in conformity with the
requirements of the Companies Act 2006. The principal accounting policies
adopted in the preparation of the financial information in these interim
results are primarily unchanged from those used in the Company's financial
statements for the year ended 31 December 2024 and are consistent with those
that the Company expects to apply in its financial statements for the year
ended 31 December 2025.
These condensed interim financial statements do not comprise statutory
accounts within the meaning of section 434 of the Companies Act 2006.
Statutory accounts for the year ended 31 December 2024 were approved by the
Board of Directors on 27 March 2025 and delivered to the Registrar of
Companies. The report of the auditors on those accounts was unqualified, did
not contain an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006. The financial information for the
periods ended 30 June 2024 and 30 June 2025 are unaudited and have not been
reviewed by the Company's auditors.
3. Estimates and management judgements
The preparation of the unaudited condensed interim financial statements
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expense. Actual results may differ from these
estimates.
In preparing these unaudited condensed interim financial statements, the
significant judgements made by management in applying the Company's accounting
policies and the key sources of estimation were the same as those that applied
to the Company financial statements as at and for the year ended 31 December
2024.
4. Financial risk management
The Company's financial risk management objectives and policy are consistent
with those disclosed in the Company financial statements as at and for the
year ended 31 December 2024.
5. Net losses on investments
The losses on investments were as follows
Six months ended 30 June 2025 Six months ended 30 June 2024
Realised Unrealised Realised Unrealised
gains/(losses) gains/(losses) Total gains/(losses) gains/(losses) Total
Asset type £'000 £'000 £'000 £'000 £'000 £'000
Quoted (12) - (12) - (14) (14)
Unquoted 23 (3,126) (3,103) - (1,491) (1,491)
Funds - (580) (580) - (3,355) (3,355)
11 (3,706) (3,695) - (4,860) (4,860)
Charge for incentive plans - -
Net operating (losses)/income of subsidiaries (859) 351
(4,554) (4,509)
6. Loss per ordinary share
The calculation of the basic and diluted loss per share, in accordance with
IAS 33, is based on the following data:
Six months ended 30 June
2025 2024
Losses
Losses for the purpose of net profit per share attributable to equity holders (4,898) (5,181)
of the parent (£'000)
Number of shares
Weighted average number of ordinary shares for the purposes of basic loss per 80,727,450 80,727,450
share
Loss per share
Basic (6.1p) (6.4p)
Diluted (6.1p) (6.4p)
7. Dividends
No dividends were declared during the period ending 30 June 2025 as the
Company has commenced its managed realisation and distributions to
shareholders will be made by returns of capital.
Dividends declared during the period ended 30 June 2024 were as follows:
Dividend date Payment date Dividend £'000 Pence per share
Final dividend payment for 2023 31 May 2024 21 June 2024 505 0.625
Total as at 30 June 2024 505 0.625
8. Investments
The Company's investments comprised the following:
30 June 31 December
2025 2024
£'000 £'000
Total investments 3,288 7,842
These comprise:
Investment portfolio of subsidiaries 20,873 23,483
Other net liabilities of subsidiaries (17,585) (15,641)
3,288 7,842
The carrying amounts of the investments of the Company's subsidiaries were as
follows:
30 June 31 December
Investment portfolio of subsidiaries 2025 2024
Asset type £'000 £'000
Quoted 5 59
Unquoted 15,572 17,547
Funds 5,296 5,877
Investment portfolio of subsidiaries 20,873 23,483
Other net liabilities of subsidiaries (17,585) (15,641)
3,288 7,842
8. Investments (continued)
The movement in the investment portfolio were as follows:
Quoted securities Unquoted securities Funds Other net assets/ (liabilities) of subsidiaries Total
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 144 18,837 9,469 (7,596) 20,854
Accrued interest - 1,041 - - 1,041
Proceeds from disposals (29) - - - (29)
Distributions from partnerships - - (894) - (894)
Contributions to partnerships - - 55 - 55
Fair value adjustments (56) (1,690) (2,753) - (4,499)
Dividends paid - - - (8,000) (8,000)
Other movements - (641) - (45) (686)
Balance at 31 December 2024 59 17,547 5,877 (15,641) 7,842
Balance at 1 January 2025 59 17,547 5,877 (15,641) 7,842
Accrued interest - 158 - - 158
Purchases - 1,049 - - 1,049
Proceeds from disposals (42) (79) - - (121)
Distributions from partnerships - - (1) - (1)
Fair value adjustments (12) (3,103) (580) - (3,695)
Other movements - - - (1,944) (1,944)
Balance at 30 June 2025 5 15,572 5,296 (17,585) 3,288
The following table analyses investments carried at fair value at the end of
the period, by the level in the fair value hierarchy into which the fair value
measurement is categorised. The different levels have been defined as follows:
Level 1: quoted prices (unadjusted) in active markets for identical assets;
Level 2: inputs other than quoted prices included within level 1 that are
observable for the asset, either directly (i.e. as prices) or indirectly (i.e.
derived from prices); and
Level 3: inputs for the asset that are not based on observable market data
(unobservable inputs such as trading comparables and liquidity discounts).
Fair value measurements are based on observable and unobservable inputs.
Observable inputs reflect market data obtained from independent sources, while
unobservable inputs reflect the Company's view of market assumptions in the
absence of observable market information.
8. Investments (continued)
The significant unobservable inputs used at 30 June 2025 in measuring
investments categorised as level 3 are considered below:
1. Unquoted securities (carrying value £15.6 million) are valued
using the most appropriate valuation technique such as a revenue-based
approach, an earnings-based approach, or a discounted cash flow approach.
These investments are sensitive to both the overall market and industry
specific fluctuations that can impact multiples and comparable company
valuations. In most cases the valuation method uses inputs based on comparable
quoted companies for which the key unobservable inputs are:
· revenue multiples in the range 1.5-2.5 times, also dependent on
attributes at individual investment level; and
· Discounts applied of up to 40%, to reflect the illiquidity risk of
the unquoted companies. The discount used requires the exercise of judgement
taking into account factors specific to individual investments such as size
and rate of growth compared to other companies in the sector.
2. Investments in funds (carrying value £5.3 million) are valued
using the reported NAV from the general partners of the fund interests with
adjustments made for calls, distributions and foreign currency movements since
the date of the report (if prior to 30 June 2025). The reported NAVs of the
funds are fair value based. The Company also carries out its own review of
individual funds and their portfolios to satisfy ourselves that the underlying
valuation bases are consistent with our basis of valuation and knowledge of
the investments and the sectors in which they operate. However, the degree of
detail on valuations varies significantly by fund and, in general, details of
unobservable inputs used are not available.
The valuation of the investments in subsidiaries makes use of multiple
interdependent significant unobservable inputs and it is impractical to
sensitise variations of any one input on the value of the investment portfolio
as a whole. Estimates and underlying assumptions are reviewed on an ongoing
basis however inputs are highly subjective. Changes in any one of the
variables, earnings or revenue multiples or illiquidity discounts could
potentially have a significant effect on the valuation.
The Company's investments are analysed as follows:
30 June 31 December
2025 2024
£'000 £'000
Level 1 - -
Level 2 - -
Level 3 3,288 7,842
3,288 7,842
8. Investments (continued)
Level 3 includes:
30 June 31 December
2025 2024
£'000 £'000
Investment portfolio of subsidiaries 20,873 23,483
Other net liabilities of subsidiaries (17,585) (15,641)
3,288 7,842
The investment portfolio of subsidiaries includes quoted investments of
£5,000 (2024: £59,000). There were no transfers between levels during the
period ending 30 June 2025.
9. Capital commitments
30 June 31 December
2025 2024
£'000 £'000
Outstanding commitments to funds 2,464 2,458
2,464 2,458
The outstanding commitments to funds comprise unpaid capital calls in respect
of funds where a subsidiary of the Company is a limited partner.
As of 30 June 2025 the Company has no other contingencies or commitments to
disclose (2024: £nil).
10. Related party transactions
The related parties of LMS Capital plc are its Directors.
The salaries paid to the Directors of the Company for the period were
£240,612 (June 2024: £243,387).
As at 30 June 2025, the Directors of the Company had the following beneficial
interests in the ordinary shares of the Company:
30 June 2025 31 December 2024
Director Number of shares Number of shares
J Wilson 1,041,905 1,041,905
R Rayne 2,670,124 2,670,124
N Friedlos 661,410 661,410
P Harvey 20,000 20,000
G Stedman 20,000 20,000
11. Net asset value per share
The net asset value per ordinary share in issue is as follows:
30 June 31 December
2025 2024
Net assets (£'000) 31,314 36,155
Number of ordinary shares in issue 80,727,450 80,727,450
Net asset value per share (pence) 38.79 44.79
12. Subsequent events
The Company made its first return of capital to shareholders of 2 pence per
share, totalling £1,614,549 on 28 July 2025.
There are no other subsequent events that would materially affect the
interpretation of these Financial Statements.
Statement of Directors' responsibilities
The Directors listed on pages 19 and 20 of the Company's Annual Report for the
year ended 31 December 2024 continued in office during the six months ended 30
June 2025.
We confirm that to the best of our knowledge:
a the condensed interim financial statements have been prepared in
accordance with UK adopted International Accounting Standard 34, 'Interim
Financial Reporting' and the Disclosure Guidance and Transparency Rules
sourcebook of the United Kingdom's Financial Conduct Authority; and
b the interim management report includes a fair review of the
information required by:
i DTR 4.2.7R of the Disclosure and Transparency Rules, being an
indication of important events that have occurred during the first six months
of the current financial year and their impact on the condensed interim
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the year; and
ii DTR 4.2.8R of the Disclosure and Transparency Rules, being related
party transactions that have taken place in the first six months of the
current financial year and that have materially affected the financial
position or performance of the Company during that period; and any changes in
the related party transactions described in the last Annual Report that could
do so.
Nicholas Friedlos
Director
11 August 2025
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