REG - Selkirk Group PLC - Results to 31 December 2025 and Notice of AGM
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RNS Number : 5393Z Selkirk Group PLC 08 April 2026
8 April 2026
Selkirk Group Plc
("Selkirk" or the "Company")
Results for the period ended 31 December 2025 and Notice of AGM
Selkirk Group PLC, the AIM investment vehicle focused on acquiring undervalued
companies or businesses in the consumer, e-commerce, technology and digital
media sectors, is pleased to announce its audited results for the period from
incorporation to 31 December 2025 (the "Accounts").
The Company further announces that its Annual General Meeting ("AGM") will be
held at Pavillion, 81-83 Fulham High Street, London, SW6 3JW on 6 May 2026 at
11 a.m.
Copies of the Accounts and the Notice of AGM will shortly be distributed to
shareholders and can be viewed on the Company's website at:
https://www.selkirkplc.com/reports-and-presentations
(https://www.selkirkplc.com/reports-and-presentations) .
Highlights
• Successful AIM admission in November 2024 raising net proceeds of
approximately £7.1 million
• Established as an acquisition vehicle targeting undervalued UK SMEs
in the consumer, technology and digital media sectors
• Active pipeline of acquisition opportunities under review with a
rigorous screening process
• Debt free with a strong cash position of £6.9 million as at period
end
• Focus on capital preservation, with disciplined approach to
transaction evaluation and advisory spend, and interest income offsetting most
routine operating costs.
• AGM expected to take place before May 2026 when the Company will
seek to reapprove its investment policy and shareholder authorities
Strategy & Outlook
• Continued focus on executing a value-accretive Reverse Takeover
("RTO")
• Targeting businesses that would benefit from a public listing and
strategic repositioning
• Ongoing discussions with multiple potential acquisition candidates
• Board remains disciplined on valuation and execution risk
• Strong balance sheet provides significant flexibility and downside
protection
Iain McDonald, Executive Chairman, said "Since our successful admission to
AIM, Selkirk has made strong progress in executing its strategy as a
disciplined acquisition vehicle. We have reviewed a broad pipeline of
opportunities while maintaining a highly selective approach, ensuring we only
pursue transactions that meet our strategic and valuation criteria.
With a robust cash position of nearly £7 million and a tightly controlled
cost base, we are well positioned to act decisively when the right opportunity
arises. The UK continues to present a compelling landscape of high-quality,
undervalued businesses that would benefit from access to public markets. We
will be seeking shareholder approval in the next few weeks for a continuation
of our investment policy.
We remain confident in our strategy and are actively progressing discussions
with a number of potential targets. The Board looks forward to updating
shareholders as we work towards completing a value-accretive acquisition."
For further information, please contact:
Selkirk Group Plc +44 (0) 75 4033 3933
Iain McDonald, Chairman
Zeus (Nominated Adviser and Broker) +44 (0) 20 3829 5000
Dan Bate, Louisa Waddell, John Moran (Investment Banking)
Ben Robertson (Corporate Broking)
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
15 months
ended
31
December
2025
Note £
Administrative expenses (692,424)
Loss from operations (692,424)
Finance income 251,762
Loss before tax (440,662)
Loss for the period (440,662)
Total comprehensive loss (440,662)
Loss and total comprehensive loss for the period attributable to:
Owners of the parent (439,132)
Non-controlling interests (1,530)
(440,662)
Earnings per share attributable to the ordinary equity holders of the parent
2025
Pence
Profit or loss
Basic 10 (0.11)
Diluted 10 (0.11)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31
December
2025
Note £
Assets
Current assets
Trade and other receivables 13 96,549
Cash and cash equivalents 14 6,925,673
Total assets 7,022,222
Liabilities
Current liabilities
Trade and other liabilities 15 93,380
93,380
Total liabilities 93,380
Net assets 6,928,842
Issued capital and reserves attributable to owners of the parent
Share capital 18 415,937
Share premium reserve 6,794,163
Share based payment reserve 159,403
Retained earnings (439,131)
6,930,372
Non-controlling interest (1,530)
TOTAL EQUITY 6,928,842
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2025
31
December
2025
Note £
Assets
Non-current assets
Other non-current investments 11 10
10
Current assets
Trade and other receivables 13 113,220
Cash and cash equivalents 14 6,925,673
7,038,893
Total assets 7,038,903
Liabilities
Current liabilities
Trade and other liabilities 15 93,380
93,380
Total liabilities 93,380
Net assets 6,945,523
Issued capital and reserves attributable to owners of the parent
Share capital 18 415,937
Share premium reserve 6,794,163
Share based payment reserve 159,403
Retained earnings (423,980)
TOTAL EQUITY 6,945,523
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE PERIOD ENDED 31 DECEMBER 2025
Period to 31 December
2025
£
Note
Cash flows from operating activities
Loss for the period (440,662)
Adjustments for
Finance income (251,762)
Share-based payment expense 16 159,403
(533,021)
Movements in working capital:
Increase in trade and other receivables (46,548)
Increase in trade and other payables 93,380
Cash generated from operations (486,189)
Net cash used in operating activities (486,189)
Cash flows from investing activities
Interest received 251,762
Net cash from investing activities 251,762
Cash flows from financing activities
Issue of ordinary shares 7,328,100
Share placement costs (168,000)
Net cash from financing activities 7,160,100
Net increase in cash and cash equivalents 6,925,673
Cash and cash equivalents at the end of the period 14 6,925,673
COMPANY STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
31
December
2025
Note £
Cash flows from operating activities
Loss for the period (423,980)
Adjustments for
Finance income (251,762)
Share-based payment expense 16 159,403
(516,339)
Movements in working capital:
Increase in trade and other receivables (63,220)
Increase in trade and other payables 93,380
Cash generated from operations (486,179)
Net cash used in operating activities (486,179)
Cash flows from investing activities
Investment in subsidiary (10)
Interest received 251,762
Net cash from investing activities 251,752
Cash flows from financing activities
Issue of ordinary shares 7,328,100
Share placement costs (168,000)
Net cash from financing activities 7,160,100
Net increase in cash and cash equivalents 6,925,673
Cash and cash equivalents at the end of the period 14 6,925,673
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
Share capital Share premium Share based payment reserves Retained Earnings Total attributable to equity holders of parent Non-controlling interest Total equity
£ £ £ £ £ £ £
Comprehensive income for the period
Loss for the period - - - (439,132) (439,132) (1,530) (440,662)
Total comprehensive income for the period - - - (439,132) (439,132) (1,530) (440,662)
Contributions by and distributions to owners
Issue of share capital 415,937 7,151,563 - - 7,567,500 - 7,567,500
Share placement costs - (357,400) - - (357,400) - (357,400)
Movement in the period - - 159,403 - 159,403 - 159,403
Total contributions by and distributions to owners 415,937 6,794,163 159,403 - 7,369,503 - 7,369,503
At 31 December 2025 415,937 6,794,163 159,403 (439,132) 6,930,371 (1,530) 6,928,841
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
Share capital Share premium Share based payment reserves Retained Earnings Total equity
£ £ £ £ £
Comprehensive income for the period
Loss for the period - - - (423,980) (423,980)
Total comprehensive income for the period - - - (423,980) (423,980)
Contributions by and distributions to owners
Issue of share capital 415,937 7,151,563 - - 7,567,500
Share placement costs - (357,400) - - (357,400)
Movement - - 159,403 - 159,403
-
Total contributions by and distributions to owners 415,937 6,794,163 159,403 - 7,369,503
At 31 December 2025 415,937 6,794,163 159,403 (423,980) 6,945,523
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
1. Reporting entity
Selkirk Group PLC (the 'Company') is a public limited company registered in
England and Wales. The Company's registered office is at Eastcastle House,
27-28 Eastcastle Street, London, United Kingdom, W1W 8DH.
These consolidated financial statements comprise the Company and its
subsidiary (collectively the 'Group' and individually 'Group companies'). The
principal activity of the parent company is that of a holding company and the
principal activity of the subsidiary company, Selkirk Jersey Ltd is that of an
investment vehicle.
2. Basis of preparation
The Group's consolidated and the Company's individual financial statements
have been prepared in accordance with UK adopted International Accounting
Standards (IFRSs). They were authorised for issue by the Company's board of
directors on 7 April 2026.
Details of the Group's accounting policies, including changes during the
period, are included in note 4.
The Company has taken advantage of the exemption available under section 408
of the Companies Act 2006 and elected not to present its own Statement of
comprehensive income in these financial statements.
In preparing these financial statements, management has made judgements,
estimates and assumptions that affect the application of the Group accounting
policies and the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to estimates are recognised prospectively.
The areas where judgements and estimates have been made in preparing the
consolidated financial statements and their effects are disclosed in note 5.
2.1 Basis of measurement
The financial statements have been prepared on the historical cost basis.
2.2 Changes in IFRSS not yet adopted
i) New standards, interpretations and amendments effective from 24 September
2024
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates
The amendment to IAS 21 - The Effects of Changes on Foreign Exchange Rates
focuses on the lack of exchangeability. It addresses the challenges entities
face when a currency cannot be exchanged for another currency. The new
standard has no material impact in the annual financial statements for the
period ended 31 December 2025.
ii) New standards, interpretations and amendments not yet effective
The following standard impacting the company and interpretations to published
standards are not yet effective:
New standard or interpretation UK Endorsement status Mandatory effective date (period beginning)
IFRS 18 Presentation and Disclosure in Financial Statements Endorsed Effective 1 January 2027
The Directors anticipate that the adoption of the Standard in future periods
will not have an impact on the results and net assets of the Company, however,
it is too early to quantify this.
The Directors anticipate that the adoption of other Standards and
interpretations that are not yet effective in future periods will only have an
impact on the presentation in the financial statements of the Company.
3. Functional and presentation currency
These consolidated financial statements are presented in British Pound
Sterling (GBP), which is the Company's functional currency. All amounts have
been rounded to the nearest Pound, unless otherwise indicated.
4. Material accounting policies
4.1 Cash and cash equivalents
Cash comprises cash in hand and deposits with financial institutions repayable
without penalty on notice of not more than 24 hours. Cash equivalents are held
with banks with high credit ratings and are by their nature highly liquid
investments. None mature in greater than three months from the relevant date
of acquisition, and that are readily convertible to known amounts of cash with
insignificant risk of change in value.
4.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities (including structured entities) controlled by the
Company and its subsidiary. Control is achieved when the Company:
· has power over the investee;
· is exposed, or has rights, to variable returns from its involvement
with the investee; and
· has the ability to use its power to affect its returns.
The Company reassesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control listed above.
Consolidation of a subsidiary begins when the Company obtains control over the
subsidiary and ceases when the Company loses control of the subsidiary.
Specifically, income and expenses of a subsidiary acquired or disposed of
during the year are included in the consolidated statement of profit or loss
and other comprehensive income from the date the Company gains control until
the date when the Company ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income are attributed
to the owners of the Company and to the non-controlling interests. Total
comprehensive income of subsidiary is attributed to the owners of the Company
and to the non-controlling interests even if this results in the
non-controlling interests having a deficit balance.
When necessary, adjustments are made to the financial statements of the
subsidiary to bring their accounting policies into line with the Group's
accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows
relating to transactions between members of the Group are eliminated in full
on consolidation.
4.3 Going concern
These financial statements have been prepared on a going concern basis. The
Directors have considered the Group and Company's ability to continue in
operational existence for a period of at least twelve months from the date of
approval of these financial statements.
The Group and Company has not yet substantially implemented its Investment
Policy (as set out in the Admission Document dated 7 November 2024).
Accordingly, a resolution will be proposed at the next Annual General Meeting
seeking shareholder approval for the continuation of that policy in accordance
with AIM Rule 8. The Directors unanimously recommend that shareholders vote in
favour of the resolution and believe it will be passed.
In the unlikely event that shareholders do not approve the continuation of its
approved investment policy, the Board, in consultation with the Group and
Company's Nominated Adviser, would (in line with AIM Rules guidance) would
propose an amended Investment Policy for shareholder approval as soon as
practicable, or consider other resolving actions such as an orderly and
solvent return of capital to shareholders.
The Company at 28 February 2026 held cash balances of £6.8 million and
remains debt free. Most of this cash is held on deposit with highly credit
rated banks, and these deposits provide interest income which cover most of
its current monthly operating cash costs (excluding transaction costs) of
circa £25,000. The Directors expect that in a situation where an RTO had
aborted at a late stage, and that the Company was responsible for the
customary fees, then cash balances would be more than sufficient to cover
them.
Consequently, the Directors are satisfied that the Company could continue to
have adequate resources to meet its liabilities as they fall due for the
foreseeable future and that there are no material uncertainties relating to
events or conditions that may cast significant doubt upon the Company's
ability to continue as a going concern. Accordingly, the Directors consider it
appropriate to adopt the going concern basis of accounting in preparing the
financial statements.
4.4 Taxation
Income tax expense represents the sum of the tax currently payable and
deferred tax.
(i) Current tax
The Group's current tax is accounted for on the basis of tax laws enacted or
substantively enacted by the end of the reporting period. current tax. Current
tax is charged or credited to the income statement, except when it relates to
items charged to equity or other comprehensive income.
(ii) Deferred tax
Deferred tax is recognised on temporary differences between the carrying
amounts of assets and liabilities in the consolidated financial statements and
the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible
temporary differences to the extent that it is probable that taxable profits
will be available against which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination) of assets and liabilities in a transaction that affects
neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at the end of each
reporting period and reduced to the extent that it is no longer probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax is charged or credited to the income statement, except when it
relates to items charged or credited directly to equity or other comprehensive
income.
4.5 Financial instruments
Financial assets and financial liabilities are recognised when a Group entity
becomes a party to the contractual provisions of the instruments.
Financial assets and financial liabilities are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or
issue of financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or loss) are
added to or deducted from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial assets or financial
liabilities at fair value through profit or loss are recognised immediately in
profit or loss.
4.6 Defined contribution schemes
Contributions to defined contribution pension schemes are charged to the
consolidated statement of comprehensive income in the period to which they
relate.
4.7 Non-controlling interests
The total comprehensive income or loss of the non-wholly owned subsidiary is
attributed to owners of the parent and to the non-controlling interests in
proportion to their relative ownership interests.
4.8 Finance income
Interest income from a financial asset is recognised on an accruals basis.
4.9 Equity instruments
Ordinary shares are classified as equity when there is no contractual
obligation to transfer cash or other financial assets. Incremental costs
directly attributable to the issue of equity instruments are shown in equity
as a deduction from the proceeds. Share capital is carried at par value.
Incremental costs directly attributable to the issue of shares are accounted
for as a deduction from consideration received, and are recorded in share
premium. Share premium reflects the proceeds received (net of allowable costs)
in excess of the par value.
4.10 Share options
The A Shares issued by Selkirk Jersey Limited represent equity-settled
share-based payment arrangements under which the Group receives services as a
consideration for the additional rights attached to these equity shares, over
and above their nominal price.
Equity-settled share-based payments to certain of the Directors and others
providing similar services are measured at the fair value of the equity
instruments at the grant date. The fair value is expensed, with a
corresponding increase in equity, on a straight-line basis over the vesting
period. Where the equity instruments granted are considered to vest
immediately, the services are deemed to have been received in full, with a
corresponding expense and increase in equity recognised at grant date.
The dilutive effect of outstanding share-based payments is reflected as share
dilution in the computation of diluted Earnings per share.
5. Accounting estimates and judgements
5.1 Judgement
When preparing the Financial Statements, management undertakes a number of
judgements, estimates and assumptions about recognition and measurement of
assets, liabilities, income and expenses. The actual results may differ from
the judgements, estimates and assumptions made by management, and will seldom
equal the estimated results.
Management Incentive Plan
The Company provides for the compensation to management arising from the
Management Incentive Plan as estimated by reference to the share price
performance of the Group and dividends in the period. The compensation is
attached to rights Selkirk Jersey Limited will have the right to convert the
compensation entitlement in Selkirk Jersey Limited A shares into ordinary
shares in Selkirk Group Plc. The vesting period is dependent on the timing of
the Group's first acquisition of a trading business, which has been estimated
at 12 months after the reporting date, resulting in an estimated vesting
period of four years from grant date.
The Directors believe that there were no other significant judgements required
with regard to the application of the Company's accounting policies in
preparing these financial statements.
5.2 Estimates and assumptions
Estimate and assumption
Estimates included within these financial statements relate to the Management
Incentive Plan (MIP). The Directors estimate that the Group First Acquisition
will occur approximately 12 months after the reporting date. Due to the
complex payoff structure and market-based performance conditions, the fair
value was calculated using a Monte Carlo simulation model, which simulated the
evolution of the Company's share price over the life of the plan. This
includes assessing and using estimates that best reflects market expectations.
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. A MIP provision of £159,403 was made in the period to
31 December 2025 as disclosed in note 16.
6. Finance income and expense
Recognised in profit or loss 15 months ended 31 December 2025
£
Finance income
Interest on:
Bank deposits 251,762
Total interest income 251,762
Net finance income recognised in profit or loss 251,762
7. Auditor's remuneration
During the period, the Group obtained the following services from the Group's
auditor in respect of the Group's consolidated financial statements.
15 months ended 31 December 2025
£
Fees payable to the auditor in respect of:
Audit fees 36,600
All non-audit services not included above 30,000
8. Employee benefit expenses
Group and company 15 months ended
31 December 2025
£
Employee benefit expenses (including Directors) comprise:
Directors' remuneration 117,150
Share based payment expenses 79,702
195,852
As mentioned in note 16, the A shares on which the share based payment is
attributed to, were issued to Kelso Group Ltd and I McDonald, a director of
the Group.
Key management personnel compensation
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the Group, including
the Directors of the Company listed in the Directors' report.
The monthly average number of persons, including the Directors, employed by
the Group and Company during the period was as follows:
Group and company 15 months ended 31 December 2025
£
Directors 3
9. Tax expense
9.1 Income tax recognised in profit or loss
The reasons for the difference between the actual tax charge for the period
and the standard rate of corporation tax in the United Kingdom applied to
losses for the period are as follows:
15 months ended
31 December 2025
£
(Loss)/profit for the period (440,661)
(Loss)/profit before income taxes (440,661)
Tax using the Company's domestic tax rate of 25% (2024:25%) (110,165)
Unrelieved tax losses carried forward 110,165
Total tax expense -
Changes in tax rates and factors affecting the future tax charges.
There were no factors that may affect future tax charges.
10. Earnings per share
(i) Basic earnings per share
15 months ended
31 December 2025
Pence
From continuing operations attributable to the ordinary equity holders of the (0.11)
Company
Total basic earnings per share attributable to the ordinary equity holders of (0.11)
the Company
(ii) Diluted earnings per share
15 months ended
31 December 2025
Pence
From continuing operations attributable to the ordinary equity holders of the (0.11)
Company
Total diluted earnings per share attributable to the ordinary equity holders (0.11)
of the Company
(iii) Reconciliation of earnings used in calculating earnings per share
15 months ended
31 December 2025
£
Loss attributable to the ordinary equity holders of the Company used in
calculating basic earnings per share:
From continuing operations (439,131)
Loss attributable to the ordinary equity holders of the Company used in
calculating basic earnings per share:
Used in calculated basic earnings per share (439,131)
Used in calculated diluted earnings per share (439,131)
Loss attributable to the ordinary equity holders of the Company used in (439,131)
calculating diluted earnings per share
(iv) Weighted average number of shares used as the denominator
15 months ended
31 December 2025
£
Weighted average number of ordinary shares used as the denominator in 382,896,001
calculating basic earnings per share
The Company has potential ordinary shares in the form of share options
emanating from an equity-settled share-based payment scheme as shown in Note
15. These could potentially dilute basic earnings per share in the future but
were not included in the calculation of diluted earnings per share because
they are anti-dilutive for this period. As such, diluted earnings per share
are equal to basic earnings per share.
11. Other non-current investments
Company Note 31 December 2025
£
Investments in subsidiary companies 12 10
12. Subsidiary
Details of the Group's material subsidiary at the end of the reporting period
are as follows:
Name of subsidiary Principal activity Place of incorporation and operation Proportion of ownership interest and voting power held by the Group (%)
31 December 2025
1) Selkirk Jersey Limited Investment Vehicle Jersey 91
13. Trade and other receivables
Group 31 December 2025
£
Prepayments 24,916
Accrued income 20,071
Other receivables 51,560
Total current position 96,548
Company 31 December 2025
£
Receivables from subsidiary 16,672
Total financial assets other than cash and cash equivalents classified as 16,672
loans and receivables
Prepayments 24,916
Accrued income 20,071
Other receivables 51,560
Total trade and other receivables 96,548
The Company does not hold any collateral as security.
14. Notes supporting statement of cash flows
Group 31 December 2025
£
Cash and cash equivalents 6,925,673
Cash and cash equivalents in the statement of cash flows 6,925,673
Company 31 December 2025
£
Cash and cash equivalents 6,925,673
15. Trade and other payables
Group and Company 31 December 2025
£
Trade payables 27,268
Accruals 66,112
Total financial liabilities, excluding loans and borrowings, classified as 93,380
financial liabilities
Total trade and other payables 93,380
16. Share based payments
16.1 Management Incentive Plan ("MIP")
Details of the MIP
On 7 November 2024, in connection with the Company's admission to trading on
AIM, the Group established a Management Incentive Plan ("MIP") to incentivise
key members of management and service providers.
Under the plan, 10,000,000 A shares ("MIP Shares") were issued by Selkirk
Jersey Limited, a 91% owned subsidiary of Selkirk plc, to Kelso Ltd and I
McDonald. The MIP Shares do not carry dividend rights and provide economic
participation only where shareholder value exceeds a defined hurdle.
Key terms
Term Description
Grant date 7 November 2024
Number of awards granted 10,000,000 MIP Shares
Subscription price Nil
Settlement Equity settled
Vesting conditions Continued service and achievement of a shareholder return hurdle
Performance hurdle Preferred return of 8% per annum compounded on IPO subscription proceeds
Participation threshold Up to 15% of growth in value above the Preferred Return threshold
Measurement period Between the third and fifth anniversary of the Group's first acquisition
Leaver provisions Bad leavers forfeit shares which may be redeemed for nominal consideration
If the Preferred Return is not achieved, the MIP Shares have only nominal
value. The plan aligns management incentives with shareholder returns by
allowing participants to share in value created above the hurdle return.
Valuation of awards
The fair value of the MIP Shares was determined at the grant date in
accordance with IFRS 2 - Share-based Payment. Due to the complex payoff
structure and market-based performance conditions, the fair value was
calculated using a Monte Carlo simulation model, which simulated the evolution
of the Company's share price over the life of the plan.
The model simulated 50,000 potential share price paths and calculated the
expected value of the awards under the scheme's waterfall provisions.
Key assumptions used in the valuation assumption value
Grant date share price 2.4 pence
Expected volatility 50%
Risk-free interest rate 4.25%
Dividend yield 0%
Expected redemption date 5 years
Valuation period 6 years
The total fair value of the MIP Shares at grant date was estimated at
£705,932 (£0.07059 per MIP Share).
Vesting period
The vesting period is dependent on the timing of the Group's first acquisition
of a trading business, which had not occurred by the reporting date.
At grant date management estimated that the first acquisition would occur
approximately 12 months after admission, resulting in an estimated vesting
period of four years from grant date. This estimate is reassessed at each
reporting date.
At 31 December 2025, the Group had not yet completed its first acquisition and
management currently estimates that the acquisition will occur within 12
months after the reporting date.
Share-based payment expense
The share-based payment charge recognised in the consolidated statement of
profit or loss for the period ended 31 December 2025 is £159,403.
The total expected expense over the life of the scheme is £705,932, subject
to adjustment for the timing of the Group's first acquisition and the number
of awards expected to vest.
The grant-date fair value of the awards will not be subsequently remeasured.
17. Financial instruments - fair values and risk management
17.1 Financial risk management objectives
The Group only deals in basic financial instruments. In the current period the
Group's financial instruments comprise cash and cash equivalents and accruals
which arise directly from its operations. All financial assets and liabilities
are recognised at amortised cost. The Group does not use financial instruments
for speculative purposes.
Capital Management Risk
The capital structure of the Group consists of cash and cash equivalents and
equity attributable to holders of the parent, comprising issued share capital
and retained earnings. The Group reviews the gearing ratio to monitor the
capital. This gearing ratio will be considered in the wider macroeconomic
environment.
Liquidity Risk
The Group has to date financed its operations from cash reserves funded from
share issues, Management's objectives are now to manage liquid assets in the
short term through closely monitoring costs and raising funds through the
issue of shares. The Group's cash flow has so far exceeded the group's
financial liabilities, which are all due for settlement within 6 months.
Management continues to monitor the short term and long-term cash flow thereby
minimising the liquidity risk.
Interest rate risk
The Group has no borrowing facilities that require repayment and therefore has
no interest rate risk exposure.
Fair Values
Management have assessed that the fair values of cash and short-term deposits
and accruals approximate to their carrying amounts due to the short-term
maturities of these instruments.
18. Share capital
Issued and fully paid* 31 December 2025 31 December 2025
Number
£
Ordinary shares of £0.001 each
Shares issued 415,937,487 415,937
At 31 December 415,937,487 415,937
On incorporation on 24 September 2024, 50,000,000 ordinary shares of £0.001
were issued at par. On the 24 October 2024, 55,000,000 ordinary shares of
£0.001 were issued at par. On the 7 November 2024, the company issued
310,937,487 ordinary shares at £0.024 per share and raised £7,210,100 net of
certain issue costs.
All the shares in issue have a voting right and rank pari passu in respect of
dividends and capital distributions. The shares are not redeemable.
*As at 31 December 2025, nominal value of £2,083 of the issued and called-up
share capital was unpaid and the full value is expected to be recovered in
2026.
19. Reserves
Share premium
The share premium reserve records the amount above the nominal value received
for shares sold, net of transaction costs.
Share based payment reserve
Share based payment reserves consists of the assessed value of the MIP for
services received which are yet to be converted into class A ordinary shares.
Any amounts in relation to share options that expire or are not exercised will
be transferred to distributable reserves.
Retained earnings
This balance represents the cumulative profit and loss made by the Group, net
of distributions to owners.
20. Related party transactions
Balances and transactions between the Company and its subsidiary, which are
related parties of the Company, have been eliminated on consolidation and are
not disclosed in this note.
Details of transactions between the Company and its related parties are
disclosed below.
There are no personnel considered to be key management other than the
Directors. The Directors received remuneration during the period and are
entitled to a MIP.
During the period, Kelso Ltd charged consultancy fees totalling £57,427 to
The Group.
As stated in note 16, Kelso Ltd holds A shares in Selkirk Jersey Limited, and
are entitled to share based payments (MIP). At the year end, the MIP provision
relating to Kelso Ltd's shareholding was £79,701. The previous directors,
Messrs. J D Brooke, J H Goold and M Kirkland were also directors and
shareholders in Kelso Ltd.
21. Control
There is no controlling party. A list of substantial shareholders is disclosed
in the Directors' report.
22. Events after the reporting date
There were no events after the reporting date to report.
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