30 September 2026

Caledonian Holdings PLC

(“Caledonian” or the “Company”)

Final results for the year ended 31 March 2026

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, today announces the Company's audited results for the year ended 31 March 2026.

Caledonian's Annual Report and Accounts for the year ended 31 March 2026 ("Annual Report") will be sent to shareholders today and will shortly be available on the Company's website at caledonianholdingsplc.com.

 

Chairman’s statement

for the year ended 31 March 2026

 

I am pleased to present my Chairman’s statement for the year ended 31 March 2026. 

Over the past year, the Board have continued to develop the new strategy and vision for Caledonian Holdings PLC (“CHP”).  The fundraises and the facility put in place with Yorkville Advisors Global, LP (“Yorkville”) have strengthened the cash reserves to support the new strategy and has provided a strong foundation to carry out the first two investments as a financial services investment company. Yorkville is an investment manager providing flexible financing solutions to businesses worldwide. As at 31 March 2026 there was a balance due to Yorkville of £2,250,000 (31 March 2025: £NIL) and this has reduced to £1,947,000 as at 15 September 2026.

As previously reported CHP made its first investment into AlbaCo Limited (“AlbaCo”) and invested an aggregate of cash and shares totalling £1,500,000 into AlbaCo. Since the original investment we have further supported AlbaCo with loan amounts totalling £2,430,000 to support its short-term working capital and development in securing its institutional goals of securing its banking licence.

In March 2026, AlbaCo signed a subscription agreement for a £25 million regulatory capital raise which represents a major milestone for AlbaCo and provides contractual commitment towards the capital required to support its application for full banking authorisation, subject to full authorisation by the Prudential Regulation Authority (“PRA”) and AlbaCo shareholder approval. The execution of this agreement has materially advanced AlbaCo's pathway to achieve full authorisation and provides increased visibility on its funding position.

Following the signing of this subscription agreement, AlbaCo will now proceed forward with the PRA to obtain an unconditional banking licence following which it will be in a position to commence trading.  The Board of AlbaCo is confident of securing this unconditional banking licence from the PRA in the near term and the CHP board will provide further updates at the appropriate time.

The Board has continued to monitor the share prices of its quoted investment portfolio and, where appropriate, has divested in whole or in part a number of investee companies, realising value where possible, and reducing legacy holdings to enable the Company to concentrate on building its new portfolio in financial services.

The Company reported a loss for the year of £1,200,000 (2025: £4,371,000 loss).

In November 2025 we announced our second investment under the new strategy and in June 2026 we acquired 100% of Aspire Commerce Group Limited (“Aspire”) which represents a significant step in delivering our strategy to build an integrated, technology-enabled financial services investment group. Shareholder approval was received for our new investing policy which now enables us to make investments which will allow the Company to hold a majority equity interest in an investee company and enabled us to complete the Aspire transaction.

Aspire commenced trading in May 2024 with payments and foreign exchange operations, followed by trade finance operations in May 2025. 

The Company qualifies as an investment entity as defined under UK adopted IFRS and as such, it does not consolidate the results of its subsidiary undertakings that are themselves investment companies.  As such our investment in Aspire will be held at fair value. This treatment reflects the Company’s business model which is to hold investments for capital appreciation and/or investment income.

In June 2026, Aspire received approval from the Financial Conduct Authority in respect of completion of the previously announced change in control.  Receipt of FCA approval represents an important regulatory milestone and further de-risks the Company's broader strategy of building an integrated financial services platform anchored around complementary regulated businesses.

Furthermore, in September 2026 Aspire completed the commercial launch of its enhanced multi-currency business current account proposition, including the Mastercard World Business Debit Card, another key milestone in the full commercialisation of its platform.  Aspire Payments is registered with the FCA as a Small Electronic Money Institution and the recent launch of the above builds on their existing business.  

The continued progress in both of our key investments, AlbaCo and Aspire, represents continued progress in delivering our strategy of building a scalable financial services platform.

The financial statements have been prepared on a going concern basis. The auditor’s report includes a material uncertainty related to going concern, reflecting the Company’s requirement for further funding, and an emphasis of matter concerning the recoverability of investments and loans. The auditor’s opinion is not modified in respect of these matters. Further details are set out in note 1(b), notes 8, 9 and 11 and the auditor’s report.

The Board continues to support the development of AlbaCo and Aspire and remains focused on delivering long-term shareholder value. Delivery of the strategy depends on securing the necessary funding and on the performance of the underlying businesses.

The Board will continue to update shareholders, in line with regulatory requirements, through announcements and other appropriate communications. The directors would like to thank shareholders for their continued support and look forward to continuing to deliver this new strategy.

 

Brent Fitzpatrick MBE

Chairman

 

Strategic report

for the year ended 31 March 2026

 

Business review

At the year end, the Company held cash of £221,000 (2025: £787,000).  It continues to keep administrative costs to a minimum so that it can preserve resources to cover its ongoing running costs while retaining the available funds to support existing and new investments. Further cash needs are met by further equity fundraising, use of the ATM facility and sale of legacy investments.

The Company’s loss for the year was approximately £1,200,000 (2025: loss of £4,371,000). This loss has arisen partly from fair value movements on the Company’s investment portfolio and extra professional fees incurred for the fundraises in the year to support the investments into fintech. The valuation of the investment portfolio at 31 March 2026 was approximately £2,228,000 (31 March 2025: £1,386,000), an increase of £842,000 on 2025.  

The Company’s main KPI is that of investment performance.  During the year the Company reported a loss in fair value of £335,000 (2025: £4,009,000).  This reduction in fair value was attributed to sale of the legacy investments in line with the new investing policy.  In line with Company policy, unlisted investments are critically reviewed for the purposes of the annual financial statements. 

We update shareholders on investee company performance through, where appropriate and/or required, the dissemination of investee company regulatory announcements, together with, when available, information from private companies which do not have the same disclosure requirements as listed companies. In addition, the Board provides periodic investment updates on the performance of the investment portfolio, including acquisitions and disposals.  By publishing updates the Company seeks to ensure transparency and regular communication. Moreover, detailed information on the investment portfolio is maintained on the Company’s website.

The Company had four employees during the period (3 of which were directors) and a Board comprising one Executive Director, and two Non-Executive Directors.

Principal risks and uncertainties

Preserving liquidity and the management of its capital resources remain the key areas of focus for the Board. Further information about the Company’s principal risks, covering credit, liquidity, and capital, is detailed in note 15 to the financial statements.

The Company remains committed to disciplined cost control and prudent cash management, ensuring resources are focused on executing its financial services strategy.

Approved by the Board of Directors on 29 September 2026 and signed on its behalf by:

 

 

Brent Fitzpatrick MBE

Chairman

 

For further information, please contact:

Caledonian Holdings plc   Jim McColl, Executive Director Brent Fitzpatrick, Non-Executive Chairman	Tel: +44 (0) 7950 389469
Allenby Capital Limited (Nominated Adviser)	Tel: +44 (0) 20 3328 5656
Nick Athanas / David Asquith
AlbR Capital Limited (Joint Broker)	Tel: +44 (0) 20 7469 0930
Axis Capital Markets Limited (Joint Broker)   Richard Hutchison	Tel: +44 (0) 20 3026 0320

 

Statement of comprehensive income

for the year ended 31 March 2026

 

		Year ended 31 March 2026	Year ended 31 March 2025
	Notes	£’000	£’000
Administrative expenses	2	(961)	(425)
Fair value movements
– on investments	8	(335)	(4,009)
– on derivative instruments	10	-	-
Operating loss	2	(1,296)	(4,434)
Finance income	4	96	63
Loss before tax		(1,200)	(4,371)
Income tax	6	-	-
Loss for the year and Total Fina Elf comprehensive income attributable to the equity holders		(1,200)	(4,371)
Loss per share
Basic and diluted loss per share (pence)	7	(0.001)	(0.023)

 

 

Statement of financial position

as at 31 March 2026

 

 

		31 March	31 March
		2026	2025
	Notes	£’000	£’000
Non-current assets
Investments	8	2,228	1,386
Trade and other receivables	9	775	750
Total Fina Elf non-current assets		3,003	2,136
Current assets
Derivative financial instruments	10	-	10
Trade and other receivables	11	3,231	131
Cash and cash equivalents	14	221	787
Total Fina Elf current assets		3,452	928
Total Fina Elf assets		6,455	3,064
Equity and liabilities
Equity
Called up share capital	13	4,674	3,894
Share PREMIUM account		9,653	8,069
Share Option reserve		49	(16)
Retained earnings		(10,274)	(9,074)
Total Fina Elf equity		4,102	2,873
Current liabilities
Trade and other payables	12	2,353	191
Total Fina Elf current liabilities		2,353	191
Total Fina Elf equity and liabilities		6,455	3,064

 

 

These financial statements were approved by the Board, authorised for issue and signed on its behalf on 29 September 2026 by:

Brent Fitzpatrick MBE

Chairman

 

Company registration number: 03904195

 

 

Cash flow statement

for the year ended 31 March 2026

 

		Year ended 31 March 2026	Year ended 31 March 2025
	Notes	£’000	£’000
Operating activities
Loss before tax		(1,200)	(4,371)
Fair value movements on investments	8	335	4,009
Finance income		(96)	(63)
Share based payment		75	-
Increase in receivables		(3,062)	(139)
Increase in payables		2,162	138
Total Fina Elf cash flow (used in) operating activities		(1,786)	(426)
Investing activities
Interest received		33	37
Proceeds from disposal of investments		323	544
Consideration for purchase of investments		(1,500)	(450)
Total Fina Elf cash flow from / (used in) investing activities		(1,144)	131
Financing activities
Proceeds from the issue of ordinary share capital		2,364	1,028
Total Fina Elf cash flow from financing activities		2,364	1,028
Net increase / (decrease) in cash and cash equivalents		(566)	733
Cash and cash equivalents at start of year		787	54
Cash and cash equivalents at the end of the year	14	221	787
Cash and cash equivalents comprise:
Cash at bank		221	787
Cash and cash equivalents at end of year	14	221	787

 

 

 

 

Statement of changes in equity

for the year ended 31 March 2026

 

 

	Share	Share	Retained	Share Option	Total Fina Elf
	Capital	PREMIUM	Earnings	Reserve	Equity
	£’000	£’000	£’000	£’000	£’000
Balance at 1 April 2024	3,320	7,615	(4,703)	6	6,238
Transactions with owners
Share-based payment	-	-	-	(22)	(22)
Issue of share capital	574	454	-	-	1,028
Transactions with owners	574	454	-	(22)	1,006
Total Fina Elf comprehensive income for the year	-	-	(4,371)	-	(4,371)
Balance at 31 March 2025	3,894	8,069	(9,074)	(16)	2,873
Balance at 1 April 2025	3,894	8,069	(9,074)	(16)	2,873
Transactions with owners
Share-based payment	-	-	-	65	65
Issue of share capital	780	1,584	-	-	2,364
Transactions with owners	780	1,584	-	65	2,429
Total Fina Elf comprehensive income for the year	-	-	(1,200)	-	(1,200)
Balance at 31 March 2026	4,674	9,653	(10,274)	49	4,102

 

Notes to the financial statements

for the year ended 31 March 2026

 

1 Revenue and segmental information

The Board has determined that the company operates as a single operating and reportable segment, as the chief operating decision maker reviews the Company's results for the purposes of assessing performance and allocating resources. Accordingly, no separate segmental information is presented. The Company's activities, investment and geographical information are disclosed elsewhere in these financial statements where required.

 

2 Loss from operations

The loss from operations is stated after charging:

		31 March	31 March
		2026	2025
		£’000	£’000
Auditor’s remuneration for the audit		47	25
Fair value movements on investments		335	4,009
Share-based payment		75	-

 

3 Staff costs

The average number of persons employed or engaged by the Company (including Directors) during the period was as follows:

	31 March	31 March
	2026	2025
Directors and Senior management	4	3
Total Fina Elf	4	3

 

The aggregate amounts charged by these persons were as follows:

		31 March 2026 £’000	31 March 2025 £’000
Wages and salaries		220	156
Social security costs		20	19
Pension costs		10	-
Amounts invoiced		170	61
Share-based payment charge		-	-
		420	236

 

The amounts noted above relate to the Company’s directors. Further details of directors’ remuneration are provided in note 5.

 

4 Finance income and expense

 

Finance income

	31 March 2026	31 March 2025
	£’000	£’000
Other interest receivable	96	63
Total Fina Elf finance income	96	63

 

 

Finance income includes £25,708 (2025: £32,000), representing the unwinding of the discount on the Company’s loan receivable from BIXX Tech Limited. Further details are provided in note 9.

 

5 Directors

 

Directors’ remuneration

	Year ended 31 March 2026
	Salary	Fees	Pension	Equity	Total Fina Elf
	£’000	£’000	£’000	£’000	£’000
Christopher Cooke (resigned 15 September 2026)	60	-	-	-	60
Brent Fitzpatrick	64	-	-	-	64
James McColl	-	170	-	-	170
	124	170	-	-	294

 

	Year ended 31 March 2025
	Salary	Fees	Pension	Equity	Total Fina Elf
	£’000	£’000	£’000	£’000	£’000
Christopher Cooke (resigned 15 September 2026	6	-	-	-	6
Brent Fitzpatrick	-	61	-	-	61
James Normand (resigned 4 March 2025)	81	-	-	-	81
Emma Wilson (resigned 4 March 2025)	69	-	-	-	69
	156	61	-	-	217

 

Directors’ interests in shares

The Directors who held office at 31 March 2026 held the following shares:

	31 March 2026	31 March 2025
Christopher Cooke (resigned 15 September 2026)	3,365,952,697	1,935,376,945
James McColl	8,000,000,000	-
Brent Fitzpatrick	68,500,000	68,500,000

  

In May 2026, the Company undertook a share consolidation whereby for every 1,000 existing ordinary shares held 1 New Ordinary Share would be issued.

 

On the 18 August 2026 the following directors took part in a fundraise each subscribing for shares in the Company. 

 

On completion of the fundraise and share consolidation the directors held the following shares:

 

  Christopher Cooke                              4,165,952

  James McColl                                    80,000,000

  Brent Fitzpatrick                                      708,500

 

The Total Fina Elf share-based payment costs in respect of options granted are:  

	31 March	31 March
	2026	2025
	£’000	£’000
Directors	75	-

 

As at 31 March 2026 the Total Fina Elf number of outstanding options held by the Directors over ordinary shares was 13,595,883,776 (2025: 270,000,000), representing 10 per cent. of the Company’s issued share capital at 31 March 2026.

 

Further details regarding the options issued are provided in note 17.

 

6 Tax

There was no charge to current or deferred taxation in the current or prior period.

 

A deferred tax asset relating to losses carried forward has not been recognised due to uncertainty over the existence of future taxable profits against which the losses can be used.  The Company has unused tax losses of approximately £12.4m (2025: £11.0m).

 

Tax reconciliation

	31 March		31 March
	2026		2025
	£’000		£’000
Loss before tax		(1,200)	(4,371)
Tax at 25% on loss before tax	(300)		(1,093)
Effects of:
Loss relief carried forward but not recognised	300		1,093
Total Fina Elf tax expense	-		-

 

8 Investments

	31 March	31 March
	2026	2025
	£’000	£’000
Opening fair value	1,386	5,487
Additions during the year at cost	1,500	450
Fair value of disposals made during the year	(323)	(542)
Movement in fair value charged to profit or loss	(335)	(4,009)
Closing balance	2,228	1,386

Investments are held at fair value through profit and loss using a three-level hierarchy for estimating fair value.  Note 15 provides details and explanations of the three-level hierarchy used.

 

Geographical Information

	2026	2025
	£’000	£’000
Investments in United Kingdom	2,228	1,380
Investments in USA	-	6

 

Additions during the year:

 

Investment in AlbaCo Limited

In June 2025 the Company announced it had invested a Total Fina Elf of £1,500,000 into AlbaCo Limited.  The investment was completed in two tranches, the first being a cash investment of £750,000 and the balance of £250,000 being a share swap detailed below.  The investment represented the first investment under the new strategy for Caledonian.

 

On 6 August 2025, the Company completed the second tranche and formally acquired 250,000 existing ordinary shares in AlbaCo Limited at a price of £1.00 per AlbaCo share from Jim McColl, Executive Director, in consideration for the issue of 5,797,101,449 new ordinary shares in the Company at a price of 0.0043125p share. The issue price represented a 15 per cent. PREMIUM to the Company's closing mid-market share price of 0.00375p on 9 June 2025, being the last practicable date prior to the initial announcement, and a 57 per cent. PREMIUM to the Company's closing mid-market price of 0.00275p on 12 August 2025.

 

In October 2025 a further share swap was completed with Moulsdale Investments Limited and Nevis Investments Limited pursuant to which each shareholder exchanged 250,000 existing ordinary shares in AlbaCo Limited, valued at a price of £1.00 per share, for 6,250,000,000 new ordinary shares of 0.001 pence each in the Company ("Ordinary Shares") at an issue price of 0.0040 pence per share. In aggregate, Caledonian was issued 500,000 ordinary shares in AlbaCo, valued at £500,000, and issued 12,500,000,000 new Ordinary Shares to Moulsdale Investments Limited and Nevis Investments Limited in return.  The issue price of 0.0040 pence per Caledonian share represented a PREMIUM of 45.45% to the Company's closing mid-market price of 0.00275p per Ordinary share on 30 October 2025. The Consideration Shares were issued utilising the share authorities granted by Caledonian shareholders at the general meeting of the Company held on 6 August 2025.

 

At the balance sheet date, Caledonian holds 1,500,000 shares in AlbaCo which is equivalent to 5.47% of AlbaCo's issued share capital at the same date.

 

Disposals during the year:

Part Disposal in EnSilica Plc (“EnSilica”)

During the year the Company disposed of a Total Fina Elf of 175,000 shares at an average price of 40p per share, generating gross proceeds of £69,771 for the Company. Following the disposals, Caledonian continued to hold 66,707 ordinary shares after these disposals.

Part disposal of investment in Finseta PLC (“Finseta”)

During the year the Company disposed of a Total Fina Elf 50,000 shares in Finseta at a price of 34.8p per share, generating gross proceeds of £17,405. Following the disposal, Caledonian continued to hold 150,000 shares.

 

Disposal in Skillcast Group Plc (“Skillcast”)

During the year the Company disposed of 560,767 shares representing its entire holding of shares at an average price of 42.4p per share, generating gross proceeds of £234,879 for the Company.

Disposal in Conduit Pharmaceuticals Plc (“Conduit”)

During the year the Company disposed of 10,057 shares, its entire holding of shares at an average price of 12.9p per share, generating gross proceeds of £1,300 for the Company.

 

9 Trade and other receivables – non-current

	31 March	31 March
	2026	2025
	£’000	£’000
Loan due from BIXX Tech Limited	775	750
	775	750

 

Loan due from BIXX Tech Limited

The loan represents the consideration receivable for the disposal of certain investment assets in August 2020, as detailed in previous financial statements. The Total Fina Elf consideration receivable is £855,000, which is receivable after seven years.  The consideration has been discounted at a market interest rate at the time of the transaction of 4.5% to reflect the deferred payment term.  Income of £25,708 (2025: £32,000), represents the unwinding of the discount and is recognised within finance income in note 4.

 

Under the terms of the loan agreement, the Company has provided an undertaking to distribute a sum equal to any repayment of the loan to the holders of the Special Deferred Shares (see note 13). This distribution will be by way of a dividend declared on the Special Deferred Shares (“the Special Dividend”). In the event that insufficient distributable reserves exist at the end of the seven-year loan term, the repayment of the loan will be deferred for a further year.

 

 

10 Derivative financial instruments

 

	31 March	31 March
	2026	2025
	£’000	£’000
Warrants	-	10
	-	10

The Company holds warrants providing it with the right to acquire additional shares in certain of its investee companies at a fixed price in the future, should the directors decide to exercise them. The warrants have been recognised as an asset at fair value, which has been calculated using an appropriate Option pricing model.  At the balance sheet date all warrants have expired.

11 Trade and other receivables

	31 March	31 March
	2026	2025
	£’000	£’000
Amounts due from Aspire	600	-
Amounts loaned to AlbaCo	2,430	-
Other Debtors	201	131
	3,231	131

 

During the year, the Company executed a loan £600,000 to Aspire Commerce Group Limited to support short-term working capital as part of the acquisition proposal.

 

During the year, the Company executed loans totalling £2,430,000 to AlbaCo to support working capital as part of the acquisition.

 

12 Trade and other payables

	31 March	31 March
	2026	2025
	£’000	£’000
Trade payables	49	53
Other creditors	2,250	87
Social security and other taxes	-	13
Accruals	54	38
	2,353	191

 

Other creditors represent a loan from Yorkville. Subsequent to the reporting date, as announced by the Company on 20 April 2026, the Company entered into an amendment agreement with Yorkville in respect of its loan facility, resulting in the rescheduling of the facility's future repayment obligations

 

13 Share capital

	31 March	31 March
	2026	2025
	£’000	£’000
Allotted, called up and fully paid capital
130,053,510,988 / 52,050,695,255 Ordinary Shares of 0.001 pence each	1,301	521
1,748,943,717 Deferred Shares of 0.08 pence each	1,399	1,399
18,970,692,255 Deferred Shares of 0.009 pence each	1,707	1,707
2,665,610,370 Special Deferred Shares of 0.01 pence each	267	267
	4,674	3,894

 

Share reorganisation

On 24 March 2025, the Company undertook a share reorganisation to facilitate a share placing to raise additional investment capital,

 

Each ordinary share of 0.01p were subdivided into;

1. one ordinary share of 0.001p each, and
2. one deferred share of 0.009p each

 

The new ordinary shares have the same rights as the previous ordinary shares.

 

Following the reorganisation the issued share capital of the Company was reorganised into 18,970,695,255 Ordinary Shares of 0.001 pence each and 18,970,695,255 Deferred Shares of 0.009 pence each.

 

Issue of share capital, warrants and options

On 14 April 2025, the Company completed the subscription share issue to complete the fundraising that was announced on 4 March 2025 and issued 10,920,000,000 0.001p Ordinary Shares at an issue price of 0.0025p per share. 

The Company also issued 5,460,000,000 Warrants to subscribe for new Ordinary Shares at a price of 0.0075 pence per Ordinary Share, resulting in each recipient of Subscription Shares being issued with one Warrant for every two Subscription Shares subscribed for. The terms of the 5,460,000,000 Warrants are as set out in the Company's announcement of 4 March 2025.

 

Peterhouse, the Company’s broker, were granted warrants to subscribe for 1,889,121,000 new Ordinary Shares exercisable at 0.0025p per share. The terms of the Broker Warrants are set out in the Company's announcement of 6 March 2025.

 

On 14 April 2025, the Company granted 13,325,883,776 Options to Jim McColl (Executive Director) exercisable at 0.0025p per share. The Options will be valid for two years from the date of the General Meeting (being 24 March 2025) and will vest upon the completion of the first investment that is made by the Company since Jim McColl's appointment to the board on 4 March 2025.

 

Further issue of share capital and warrants

On 15 July 2025, the Company announced it had conditionally raised gross proceeds of £1.05 million via a placing of 29,999,999,998 Placing Shares to new and existing investors at an issue price of 0.0035 pence.

 

The Placing was conducted in two tranches, as follows:

 

 

 

The Company also issued 14,999,999,999 Warrants to subscribe for new Ordinary Shares at a price of 0.0075 pence per Ordinary Share, resulting in each recipient of Subscription Shares being issued with one Warrant for every two Subscription Shares subscribed for, exercisable for a period of 2 years after the date of admission.

 

 

13 Share capital (continued)

Investment in AlbaCo Limited

In June 2025 the Company announced it had invested £250,000 into AlbaCo Limited via a share swap.  The Company acquired 250,000 existing ordinary shares in AlbaCo at a price of £1.00 per share through the issue of 5,797,101,449 new ordinary shares in the Company at a price of 0.0043125p share, being a 15 per cent. PREMIUM to the Company's closing mid-market share price of 0.00375p on 9 June 2025.

In October 2025 a further share swap was completed with Moulsdale Investments Limited and Nevis Investments Limited pursuant to which each Shareholder will exchange 250,000 existing ordinary shares in AlbaCo Limited, valued at a price of £1.00 per share, for 6,250,000,000 new ordinary shares of 0.001 pence each in the Company ("Ordinary Shares") at an issue price of 0.0040 pence per share. In aggregate, Caledonian will receive 500,000 ordinary shares in AlbaCo, valued at £500,000, and will issue 12,500,000,000 new Ordinary Shares to Moulsdale Investments Limited and Nevis Investments Limited in return.

 

14 Cash and cash equivalents

Cash and cash equivalents comprise the following:

	31 March	31 March
	2026	2025
	£’000	£’000
Cash and cash in bank:
Pounds sterling	221	787
Cash and cash equivalents at end of year	221	787

 

 

15 Financial instruments

The Company uses various financial instruments which include cash and cash equivalents, loans and borrowings and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the Company’s operations and manage its working capital requirements.

 

The fair values of all financial instruments are considered equal to their book values. The existence of these financial instruments exposes the Company to a number of financial risks which are described in more detail below.

 

The main risks arising from the Company’s financial instruments are credit risk and liquidity risk. The Directors review and agree the policies for managing each of these risks and they are summarised below. The Company does not have any borrowings on which interest is charged at a variable rate. The Directors, therefore, do not consider the Company to be exposed to material interest rate risk.

 

Credit risk

This section, along with the liquidity risk and capital risk management sections below, also forms part of the Strategic Report.

 

The Company’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date, as summarised below:

	31 March	31 March
	2026	2025
Classes of financial assets – carrying amounts	£’000	£’000
Financial assets measured at fair value through profit or loss	2,228	1,396
Financial assets measured at amortised cost	4,027	857
	6,034	2,253

 

The Company’s management considers that all of the above financial assets that are not impaired for each of the reporting dates under review are of good credit quality.

 

The Company is required to report the category of fair value measurements used in determining the value of its financial assets measured at fair value through profit or loss, to be disclosed by the source of its inputs, using a three-level hierarchy. There have been no transfers between Levels in the fair value hierarchy

 

Quoted market prices in active markets – “Level 1”

Inputs to Level 1 fair values are quoted prices in active markets for identical assets.  An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  The Company has seven (2025: twelve) investments classified in this category all of which are listed on a regulated exchange with publicly available market prices used to determine the year end value.

 

The aggregate historic cost of the seven investments is £2,187,439 (2025: £4,545,995) and their fair value as at 31 March 2026 was £206,492 (2025: £873,039).

 

Valued using models with significant observable market parameters – “Level 2”

Inputs to Level 2 fair values are inputs other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. The Company has four (2025: three) unquoted investments classified in this category. The historic cost of these investments is £1,950,000 (2025: £700,000) and the fair value as at 31 March 2026 was £1,571,160 (2025: £63,145). These investments were valued using the latest transaction prices for shares in the investee companies which were obtained through either (a) publicly available information (e.g. registrar), (b) information in respect of recent transactions which the Company was invited to participate or, where available, (c) direct liaison with the investee company. The Company also holds warrants for shares in two investee companies, which have been valued using an Option pricing model with observable inputs. The fair value of these assets as at 31 March 2026 was £nil (2025: £9,736).

 

Valued using models with significant unobservable market parameters – “Level 3”

Inputs to Level 3 fair values are unobservable inputs for the asset.  Unobservable inputs may have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models).  As such, unobservable inputs reflect the assumptions the Company considers that market participants would use in pricing the asset. The Company has two (2025: two) unquoted investments classified in this category. The historic cost of these investments is £450,000 (2025: £450,000) and the fair value as at 31 March 2026 was £450,000 (2025: £450,000). The nature of some of the investments that the Company holds, i.e. minority shareholdings in private companies with limited publicly available information, means that significant judgement is required in estimating the value to be applied in the year end accounts. Management uses knowledge of the sector and any specific company information available to determine a valuation estimate. 

 

Liquidity risk

The Company maintains sufficient cash to meet its liquidity requirements. Management monitors rolling forecasts of the Company’s liquidity on the basis of expected cash flow in accordance with practice and limits set by the Company. In addition, the Company’s liquidity management policy involves projecting cash flows and considering the level of liquid assets necessary to meet these.

 

Maturity analysis for financial liabilities

	31 March 2026			31 March 2025
	Within	Later than		Within	Later than
	1 year	1 year		1 year	1 year
	£’000	£’000		£’000	£’000
At amortised cost	2,353	-		191	-

 

Capital risk management

The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. This is achieved by making investments commensurate with the level of risk. The Company is performing in line with the expectations of the Directors.

 

The Company monitors capital on the basis of the carrying amount of equity. The Company policy is to set the amount of capital in proportion to its overall financing structure, i.e. equity and long-term loans. The Company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, issue new shares or loan notes, or sell assets to reduce debt.

 

 

16 Reconciliation of net funds

 

	As at 1 April 2025	Cash flow	Non-cash movement	As at 31 March 2026
	£’000	£’000	£’000	£’000
Cash and cash equivalents	787	(566)	-	221
	787	(566)	-	221

 

17 Share-based payments

On 26 August 2020 two of the Directors, in post at that date were granted equity settled share-based payments.  The principal terms of these grants are as follows:

 

James Normand was granted 180,000,000 options to subscribe for ordinary shares of 0.01p each in the Company. The options have an exercise price of 0.024p and are exercisable for a period of ten years from the date of the grant. Half the options became exercisable 12 months after grant, subject to the Company's closing mid-market share price being at least 0.048p per Ordinary Share for 30 consecutive business days, and the remaining half become exercisable 24 months after grant, subject to the Company's closing mid-market share price being at least 0.072p per Ordinary Share for 30 consecutive business days.

 

In addition, on the same date, Brent Fitzpatrick, Non-Executive Chairman of the Company, was granted 90,000,000 options to subscribe for Ordinary Shares in the Company. The options have an exercise price of 0.024p and are exercisable for a period of ten years from the date of the grant. Half the options became exercisable 12 months after grant, subject to the Company's closing mid-market share price being at least 0.048p per Ordinary Share for 30 consecutive business days, and the remaining half become exercisable 24 months after grant, subject to the Company's closing mid-market share price being at least 0.072p per Ordinary Share for 30 consecutive business days. Following this grant of options, Brent Fitzpatrick held a Total Fina Elf of 104,562,427 share options equivalent to 1.46 per cent. of the issued share capital of the Company at the time.

 

On 14 April 2025, the Company granted 13,325,883,776 Options to Jim McColl (Executive Director) exercisable at 0.0025p per share. The Options will be valid for two years from the date of the General Meeting (being 24 March 2025) and will vest upon the completion of the first investment that is made by the Company since Jim McColl's appointment to the board on 4 March 2025.

 

None of the options granted have been exercised.

 

The options issued in August 2020 and April 2025 have been valued using the Black Scholes Option pricing model.  The amount of remuneration expense in respect of the share options granted amounts to £75,268 (2025: £nil).

 

Details of the options outstanding at the year end and the inputs to the Option pricing model are as follows:

 

			Options Granted	Options granted
			14 April	26 August
			2025	2020
Share price at grant date (pence)			0.0023	0.05
Exercise price (pence)			0.0025	0.024
Expected life (years)			2	10
Annualised volatility (%)			55.7	86.9
Risk-free interest rate (%)			4.5	2.0
Fair value determined (pence)			0.00056	0.03
Number of options granted			13,325,883,776	270,000,000
Options exercisable at 31 March 2026			13,325,883,776	135,000,000

The expected future annualised volatility was calculated using historic volatility data for the Company’s share price.

 

 

18 Contingent liabilities

Under the terms of the Company’s loan receivable from BIXX Tech Limited, described in note 9, the Company has provided an undertaking to distribute a sum equal to any repayment of the loan to the holders of the Special Deferred Shares (see note 13). This distribution will be by way of a dividend declared on the Special Deferred Shares (“the Special Dividend”). In the event that insufficient distributable reserves exist at the end of the seven-year loan term, the repayment of the loan will be deferred for a further year. This deferral will continue until such a time as the Company has sufficient distributable reserves to be able to pay the Special Dividend. As at 31 March 2026, the carrying value of the loan receivable was £775,334 (2025: £750,000) and, at the scheduled maturity date, the final settlement value will be £855,000.

 

19 Related party transactions

During the period the Company entered into the following related party transactions. All transactions were made on an arm’s length basis.

 

Ocean Park Developments Limited

Brent Fitzpatrick, Non-Executive Director, is also a Director of Ocean Park Developments Limited. During the year, the Company paid £NIL (2025: £61,000) in respect of his Director’s fees to the Company. The balance due to Ocean Park Developments Limited at the year-end was £nil (2025: £nil).

 

AlbaCo Limited

James McColl Executive Director is also a Director of AlbaCo Limited. During the year, the Company invested £1,500,000 (2025: £NIL) into AlbaCo Limited and loaned a further £2,430,000 (2025: £NIL) to AlbaCo Limited as part of an overall investment package.

 

Director and former director participation in fundraising

On 15 July 2025, it was announced, inter alia, that Brent Fitzpatrick (Chairman) had conditionally subscribed for 49,028,571 new ordinary shares at 0.0035 pence per share, Chris Cooke (Director) has conditionally subscribed for 204,285,714 new ordinary shares at 0.0035 pence per share and Emma Wilson (former director) had conditionally subscribed for 20,428,571 new ordinary shares at 0.0035 pence per share.

 

20 Events after the balance sheet date

Share consolidation

On 11 May 2026, the Company undertook a share consolidation to assist in reducing volatility in the share price and enable a more consistent valuation of the Company.

 

Upon implementation of the Share Consolidation, shareholders, will exchange every 1,000 Existing Ordinary Shares they hold for 1 New Ordinary Share.

 

The new ordinary shares have the same rights as the previous ordinary shares.

 

At the date of the consolidation there were 39,249,999,999 Existing Warrants and 13,325,883,776 Existing Options. After the Share Consolidation which will exchange every 1,000 Existing Ordinary Shares for 1 New Ordinary Share there will be 39,249,999 outstanding Warrants and 13,325,883 outstanding Options.

Completion of acquisition of Aspire Commerce Group Limited

In June 2026 the Company announced that it had completed the acquisition of the entire issued share capital of Aspire Commerce Group Limited ("Aspire”).  The company acquired Aspire for a nominal cash consideration implying an enterprise value of £9.33 million on completion.

The acquisition completed following receipt of Financial Conduct Authority ("FCA") change in control approval and shareholder approval at the Company's recent annual general meeting.

Aspire is a payments, foreign exchange and trade finance business operating through Aspire Lending Limited and Aspire Payments Limited. Aspire Payments Limited is authorised and regulated by the FCA as a Small Electronic Money Institution.

Fundraising to Accelerate Aspire Commercial Rollout

In August 2026, the Company announced that it had conditionally raised gross proceeds of £612,000 through a placing and subscription for a Total Fina Elf of 48,960,000 new ordinary shares of 1 penny each in the Company at an issue price of 1.25 pence per share.  The issue price represented a discount of approximately 32.4 per cent. to the closing mid-market price of 1.85 pence per Ordinary Share on 12 August 2026.

 

ATM facility and block admission

In June 2026 the Company announced it had established a new At the Market Facility (“ ATM ”) with Axis Capital Markets Limited pursuant to which the company may issue and sell up to 350,000,000 new ordinary shares.  To date the Company has raised gross proceeds of approximately £644,147 through the facility at an average price of 1.55954 pence per ATM share. 

 

As at 15 September 2026 the Company confirmed that the 26,010,702 Ordinary Shares pursuant to the initial block admission as announced on 1 July 2026 have now been fully allotted.

 

No further shares will be allotted under this block admission, which was cancelled on 18 September 2026. A further application was made for the admission of 15,293,022 new Ordinary Shares pursuant to the ATM Facility to trading on AIM ATM and this became effective on 18 September 2026.

 

Director resignation

On 15 September 2026 the Company announced that Christopher Cooke has resigned with immediate effect.