Macaulay Capital PLC - Final Results

Macaulay Capital PLC

("Macaulay Capital" or the "Company")

Final Results

Macaulay Capital PLC (AQSE: MCAP), which was formed to originate and manage corporate transactions, raise funds from third parties, invest its own funds alongside those of external investors and to manage its investment portfolio with the aim of maximising its value, announces its final results for the year ended 31 December 2025.

Copies of the annual report will be sent to Shareholders shortly along with the Notice of the Company's Annual General Meeting which will take place on Wednesday 6 May 2026 at noon at 11 Laura Place, Bath, BA2 4BL.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

Enquiries:

For more information please visit: www.macaulaycapital.com

Chairman's Statement

Introduction

Our business is the provision of growth and replacement capital to established private companies, both directly and from investors whom we introduce. This helps these companies to finance their future development and facilitates partial exits for founder investors, as well as incentivising the management teams through equity ownership.

Financial results

2025 was again a somewhat disappointing year for us as we made no new company investments, despite agreeing terms and largely completing due diligence on an excellent investment opportunity in the food sector.  Unfortunately, even though the necessary funds were in place, the shareholders in the private company decided at a late stage not to proceed. 

This said, when compared to 2024, our revenues in 2025 were slightly higher at £283,496 (2024: £277,447), due principally to interest on a loan to a portfolio company, which was repaid in the year at a 20% redemption premium.

Also, our costs were lower in 2025 (£708,585) than in 2024 (£781,361) due mainly to significant abort costs incurred in 2024 on two transactions that did not complete.

Overall, we incurred losses of £425,089 compared with losses in 2024 of £500,474. 

Our balance sheet remains strong and at 31 December 2025, our net assets stood at £1,711,248 (2024: £2,136,337), which included investments valued at £1,028,440 (2024: £1,028,440) and cash of £671,770 (2024: £996,376). 

We are responsible for the management of an unquoted investment portfolio, previously managed by Chelverton Asset Management Limited ("CAM"). Under the agreements with the underlying investors, the Group is entitled on a sale, inter alia, to accrued management fees and potential performance fees.

Post year end, on 11 February 2026, we announced the conditional disposal of one of these companies, ICA Group Ltd ("ICA").  The transaction has now completed, and, for investors introduced by CAM, the consideration represented a return of up to 15.5 times their original investment in 2016, pre-performance fees. 

As a result of the return on the investment, management and performance fees are payable by certain ICA shareholders to Macaulay of £349,508. 

This is the second such disposal of a portfolio company: in August 2023, we announced the sale of shares in one of our portfolio companies, Qualification Check Limited, at a gross money multiple return of between 3.8 and 7.3 times, for CAM, which generated fees for us of £211,751.

Harry and Tom Horner (the adult sons of David Horner) each retain a total of 450,000 unconditional founder warrants, (900,000 warrants in total), exercisable at 25p per share and which must be exercised by 31 March 2026.

The Horner Family remains the largest shareholder with a total of 7,650,000 shares (50.7%). 

Portfolio companies

We have six portfolio companies.  Of these, we identified three - Vale Foods Holdings Limited, New Star Industries Limited and Kelda Showers Limited - and helped to agree the terms and structure of the transaction as well as arranging some or all of the investment. 

Vale Foods Holdings Limited, which trades as Devonvale, is a manufacturer of flapjacks, cakes and cereal bars based in Honiton, Devon and was our first investee company.  In May 2022, we invested £200,000, which included £17,200 of equity shares and an £182,800 of 8% interest loan stock and in October 2024, we invested a further £125,000, in a combination of 8% loan stock and shares.

New Star Industries Limited, which trades as Camloc, is an established Midlands-based precision engineering business which manufactures compression struts and dampers.  This was our second transaction, in March 2023, and we invested £700,000.  Whilst we may look to sell up to £500,000 of our investment to other investors at some point, 96.6 per cent. of our investment is in 8% loan stock, which means that we are earning a significant return on our investment.

Kelda Showers Limited is a company which has developed a disruptive water and energy-saving solution to the shower market.  In June 2023 we arranged a transaction where we raised £940,000, through the issue of new ordinary shares which were eligible for EIS, in which Kelda's management and existing shareholders participated, together with new investors. Macaulay did not invest on this occasion as the Group would not have been eligible for EIS relief.  Kelda has since completed two small follow-on investment rounds, which included some investment from investors we had introduced.

Following the sale of ICA, we continue to manage an investment portfolio of three private companies previously managed by CAM. Under the agreements with the relevant companies, we are responsible for monitoring their performance on behalf of investors introduced by CAM.  This includes a board position, for which we are entitled to monthly management fees, and potential performance fees on exit.

Strategy

We target smaller private companies with an enterprise value of £2-10 million, with proven businesses which have established niches or developed other defensible qualities that enable them to maintain and grow their activities over an extended period of time.  We are thus different from many private equity funds who seek to invest in larger companies, in high growth sectors often with novel or disruptive business models.

In addition, because the sector that we target is of less interest to many investors and thus less competitive, we are able to make investments at attractive valuations.  Where we structure investments in a combination of redeemable loan stock and equity, investors can expect a yield on their investment, and for most of their capital to be repaid over time, whilst retaining a meaningful equity interest in the investee company.  Alternatively, where appropriate and where EIS relief is available, we also arrange EIS investments in private companies.

We believe it important that, where we can, we co-invest alongside the investors we introduce as this not only demonstrates our belief in the investee companies but also aligns our interests with our co-investors and the investee companies.

We believe that investment in unquoted companies should be of interest to high-net-worth individuals

and family offices, particularly in a time of rising inheritance tax assessments.      

A business imperative continues to be to broaden the pool of potential investors for the investment opportunities that we identify.   

Outlook

We have a number of promising investment opportunities in our pipeline.  Our investment process is rigorous and time-consuming, and we are highly selective, but we hope to bring some of these opportunities to fruition in 2026.

We remain confident in our business model and believe that our strategy is one which will in time achieve good returns for us and our investors, and we look forward to the remainder of 2026.

Finally, and on behalf of the Board, I would like to thank our shareholders, employees, advisers and our co-investors for their support.

Lindsay Mair

Chairman

9 March 2026

Macaulay Capital Plc

Consolidated Statement of Comprehensive Income

for the Year Ended 31 December 2025

The notes form part of these financial statements.

Macaulay Capital Plc

Consolidated Statement of Financial Position

as at 31 December 2025

The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 9 March 2026.

Lindsay Mair                                                              

Director                                                                      

The notes form part of these financial statements.

Macaulay Capital Plc

Company Statement of Financial Position

as at 31 December 2025

The Company made a loss for the financial year of £425,089 (2024: £687,000).

The financial statements were approved and authorised for issue by the Board and were signed on its behalf on 9 March 2026.

Lindsay Mair

Director

The notes form part of these financial statements.

 Macaulay Capital Plc

Consolidated Statement of Changes in Equity

for the Year Ended 31 December 2025

The notes form part of these financial statements

Macaulay Capital Plc

Company Statement of Changes in Equity

 for the Year Ended 31 December 2025

The notes form part of these financial statements.

.Macaulay Capital Plc

Consolidated Statement of Cash Flows

for the Year Ended 31 December 2025

The notes form part of these financial statements.

Macaulay Capital Plc

Notes to the Financial Statements

for the Year Ended 31 December 2025

1       General information

          Macaulay Capital Plc was incorporated on 13 May 2022 for the purpose of acquiring Macaulay Management Limited ("MML"). MML was incorporated on 14 October 2021 and was formed to originate and manage corporate transactions, raise funds from third parties, invest the Group's own funds alongside those of external investors and to manage the Group's investment portfolio with the aim of maximising its value. Macaulay Capital Plc acquired the entire issued share capital of MML on 14 June 2022.

          The Company is a public limited company, which is incorporated and registered in England and Wales (Registered number: 14105915).

          The registered office address is The Office Suite, Den House, Den Promenade, Teignmouth, TQ14 8SY.

2       Accounting policies

2.1 Basis of preparation of financial statements

          The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

          The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

          The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the Company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

          The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

          The following principal accounting policies have been applied:

2.2     Basis of consolidation

             The consolidated financial statements incorporate the results of the Company and its subsidiary MML, together "the Group", as if they form a single entity using merger accounting. On the establishment of the Company as the ultimate parent of the Group, no change in ownership occurred and the entity was established for the purpose of acquiring MML. Therefore, the requirements of purchase method accounting did not apply.

          The financial statements of the subsidiary are prepared for the year ended 31 December 2025 using consistent accounting policies. All inter-company balances and transactions, including unrealised profits arising from them are eliminated on consolidation.

2.3     Going concern

Company law requires the Directors to consider the appropriateness of the going concern basis when preparing the financial statements. At 31 December 2025, the Group had cash balances of approximately £0.7 million and has access to £0.2 million from the exercise of the

Founder Warrants as detailed in Note 15. Having reviewed cash flow forecasts for the period to 31 December 2027, the Directors confirm that they consider that the going concern basis is appropriate. This review included consideration of the Group's financial position in respect of its cash flows and investment commitments (of which there are none of significance) and the current economic environment. In addition, the Directors are not aware of any material uncertainties that may cast significant doubt upon the Group's ability to continue as a going concern.

The Directors believe that the Group has sufficient resources to continue in operational existence for a period of at least 12 months from the approval of the financial statements. Thus, they have adopted the going concern basis of accounting in preparing the annual financial statements.

2.4     Revenue recognition

Income from arrangement fees is recognised when the investment has been completed. Invoices for monitoring fees are recognised when services are performed in line with each agreement. Fixed returns on debt securities are recognised on a time-apportioned basis so as to reflect the effective yield. Performance exit fees are recognised when the investment has been sold. Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

2.5     Income

         Income is attributable to the principal activities of the Group which are to manage corporate transactions, raise funds from third parties, invest the Group's own funds alongside those of external investors and to manage the Group's investment portfolio.

         All of the reported revenue and operational results for the year derive from the Group's principal activities and its investments and are recognised on an accruals basis. The Group is not reliant on any one customer.  

2.6     Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods below:

Computer equipment - 4 years straight line.

2.7     Investment in subsidiaries

Investments in subsidiaries are measured at cost less any accumulated impairment in value.

2.8     Financial instruments

The Group only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities such as trade debtors, investments in equity and debt instruments and other debtors and creditors. The Company has adopted section 11 of FRS 102 on the recognition and measurement of financial instruments.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the statement of comprehensive income.

2.9     Investments

Investments are measured initially at cost and at subsequent reporting dates at fair value and derecognised at the trade date. Accordingly, as permitted by FRS 102, investments in shares and loan notes upon their initial recognition are designated as investments at fair value through profit or loss on the basis that they qualify as a group of assets managed, and whose performance is evaluated, on a fair value basis in accordance with a documented investment strategy.  Investments at fair value through profit or loss are measured initially at transaction price (not adjusted for transaction costs) and at subsequent reporting dates at fair value. The changes in fair value of investments are recognised in profit or loss and are treated as unrealised holding gains or losses.  Purchases and sales of investments are recognised/derecognised in the financial statements at the date of the transaction (trade date).

2.10    Debtors

Short-term debtors are measured at transaction price, less any impairment.

2.11   Cash and cash equivalents

Cash comprises cash at bank and demand deposits. Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value.

For the purpose of the Cash Flow Statement, cash and cash equivalents consist of cash and cash equivalents as defined above.

2.12    Creditors

Short-term creditors are measured at the transaction price.  Other financial liabilities, should they arise, will be measured initially at fair value net of transaction costs, and will be measured subsequently at amortised cost using the effective interest method.

2.13   Pensions - contributory pension plan

The Group operates a contributory plan for its employees. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position.

2.14   Earnings per share

Basic earnings per share is calculated by dividing the profit or loss attributable to ordinary equity holders of the Company by the weighted average number of ordinary shares in issue during the year.           

Diluted earnings per share is calculated by adjusting the earnings and number of shares for the effects of dilutive options and other dilutive potential ordinary shares.

2.15   Dividend policy

         The Company expects that returns to Shareholders will be delivered primarily through an appreciation in the price of the Ordinary Shares rather than by capital distribution through regular dividends.

2.16   Share based payments

A Share Based Payments expense is recognised in the financial statements relating to the value of share options awarded under Share Option Scheme described in note 15.

The accounting charge is based on the fair value of each grant, measured at the grant date and is spread over the vesting period. The deemed expense over the vesting period is transferred to a Share Options Reserve.

2.17    Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

•    The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

•    Where they relate to timing differences in respect of interests in subsidiaries and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.18  Reserves

         Share premium account

         The share premium account represents the accumulated premium paid for shares issued above their nominal value less issue expenses. This is a reserve forming part of non-distributable reserves. The following items are taken to this reserve:

•            costs associated with the issue of equity; and

•            premium on the issue of shares.

         Profit and loss account

This reserve holds the accumulation of profits and losses reduced by any dividends paid to Shareholders.

3.      Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements requires the Board to make judgements and estimates regarding the application of policies and affecting the reported amounts of assets, liabilities, income and expenses. Estimates and assumptions mainly relate to the fair valuation of the fixed asset investments, particularly unquoted investments. Estimates are based on historical experience and other assumptions that are considered reasonable under the current circumstances. The estimates and the assumptions are under continuous review with particular attention paid to the carrying value of the investments.

Investments at fair value through profit or loss are regularly reviewed to ensure that the fair values are appropriately stated. Unquoted investments in shares and loan notes are valued in accordance with current International Private Equity and Venture Capital Valuation (IPEVC) Valuation Guidelines, which can be found on their website at www.privateequityvaluation.com, although this does rely on subjective estimates such as appropriate sector earnings or revenue multiples, forecast results of investee companies, asset values of investee companies and liquidity or marketability of the investments held.

4    Income

5      Other expenses

The Audit fee paid by the Company was £10,450 (2024: £9,975).

6      Directors' remuneration and employee costs

The average number of employees for the Group was 4 (2024: 4).

7         Taxation

Factors affecting current tax charge for the year

The tax assessed for the year is lower than the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:

Factors that may affect future tax charges

At 31 December 2025 the Company had unrecognised losses of £1,381,126 (2024: £957,443). A deferred tax asset is not recognised in respect of these losses as it is not probable that it will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

8          Parent company loss for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the year was £425,089 (2024: £687,000).

9          Loss per share

The calculation of basic return per share is based on the return after tax and on the weighted average number of ordinary shares in issue in the year. Basic and diluted returns per share are the same as there are no dilutive elements on share capital.

10        Tangible fixed assets

11     Investments

On 20 May 2022, the Group invested in a company in the bakery industry by purchasing 17,200 Ordinary B shares at £1 per share and an unsecured loan note of £182,800 with 8% interest. Interest is received as it falls due, and the principal is to be repaid in full on 20 May 2027. 

On 23 March 2023, the Group invested in an engineering company by purchasing 23,769 Ordinary B shares at £1 per share and an unsecured loan note of £676,231 with 8% interest. Interest is received as it falls due, and the principal is to be repaid in full on 23 March 2029.

On 17 October 2024, the Group made a further investment in the aforementioned company in the bakery industry by purchasing 8,961 Ordinary shares at £1.20 per share and an unsecured loan note of £114,247 with 8% interest. Interest is received as it falls due, and the principal is to be repaid in full on 20 May 2027. 

The fair value of the investments is determined by using measures of value such as the price of recent transactions, earnings or revenue multiples and net assets. These are consistent with the IPEVC Valuation Guidelines.

12        Investment in subsidiary undertaking

*On 1 December 2025 the Company executed a deed of waiver and forgiveness to its subsidiary, Macaulay Management Limited, for £500,000.

At 31 December 2025 the Company held an interest in the following subsidiary company:

                                The registered address of the subsidiary is the same as the Company.

13       Debtors

At 31 December 2024, other debtors included a loan of £100,000 to an investee company which was repaid in April 2025 together with a 20% premium.

14       Creditors: amounts falling due within one year

15       Called up share capital

Ordinary shares have full voting rights with 1 vote per share, they are entitled to dividends when proposed and are due a capital distribution on a company exit event.

Share options

On 29 April 2024, the Company granted a total of 1,000,000 options over ordinary shares to directors, employees and consultants (other than David Horner), of which 190,000 subsequently lapsed. As at 31 December 2025, the remaining 810,000 options were held by Lindsay Mair (90,000), Richard Bucknell (460,000), and Clive Milner (260,000).  The options do not vest for two years (except in certain exceptional circumstances) and exercise is subject to a number of performance conditions. The exercise price of the options is 21.5p per share. The share-based payment charge for the year is nil.

Founder Warrants

Each of Harry and Tom Horner (David Horner's sons) holds 450,000 Unconditional Founder Warrants, (900,000 warrants in total), which must be exercised by no later than 31 March 2026, at 25p per share.

Harry and Tom Horner also own an aggregate of 5,000,000 Conditional Founder Warrants, exercisable at the higher of 25p per share and the mid-market price of an Ordinary Share at the time of exercise, conditional on the exercise of Share Options up to a maximum of the number of ordinary shares issued following the exercise of such Share Options.

16      Capital commitments

At 31 December 2025 and 2024 there were no capital commitments outstanding and no contingent liabilities.

17       Directors' interests and related party transactions (Group and Company)

The Company has taken advantage of the exemption in section 33 of FRS 102 from the requirement to disclose transactions with its wholly owned subsidiary on the grounds that consolidated financial statements are prepared by the Parent Company.

The Directors are considered to be the key management of the business. Their remuneration for the year is disclosed in note 6 of these financial statements.

The Directors and connected persons held the following interests in the voting shares of the Company at 31 December 2025:

                                                                                                                                                 Number of shares         % of total voting rights

David Horner                                                      500,000                                  3.3%

Mary Horner                                                          50,000                                  0.3% 

Harry Horner                                                    3,550,000                                23.5% 

Tom Horner                                                      3,550,000                                23.5% 

                       Lindsay Mair                                                        125,000                                  0.8%

For the purposes of the AQSE Growth Market Access Rulebook the parties referred to below are related parties of the Company for the reasons set out in those paragraphs.

David Horner is a related party of the Company because he is a Director of the Company; and Mary Horner, who is David Horner's wife, is for that reason an associate of David Horner and thereby a related party to the Company.

Chelverton Asset Management ("CAM"), a company of which David Horner is a director, is a related party of the Company because CAM is an associate of David Horner.

Each of Harry and Tom Horner is a related party of the Company for the following two reasons: each of them controls more than 10 per cent of the votes able to be cast on all or substantially all matters at general meetings of the Company; and each of them is a son of David Horner and, as a result, an associate of his and therefore is a related party.

Others

MML manages what was formerly the unquoted investment portfolio of CAM, which David Horner, a director of the Company, founded and of which he is a director.

In the year the Company's operations manager has spent a proportion of his time working with a private business owned by David Horner and his wife.  Under this agreement, the private business paid the Group £36,000 (2024: £36,000), equivalent to the pro-rata cost of the operations manager's employment to the Group.

18     Financial instruments

The Group's financial instruments comprise securities and other investments, cash balances and debtors and creditors that arise from its operations.

The financial instruments of the Group fall into the following categories:

19      Post balance sheet event

On 11 February 2026, the Group announced the conditional disposal of one of its portfolio companies, formerly managed by Chelverton Asset Management Limited, ICA Group Ltd ("ICA").  The transaction has now been completed, and for investors introduced by CAM, the consideration represented a return of up to 15.5 times their original investment in 2016, pre-performance fees. 

As a result of the return on the investment, management and performance fees are payable by certain ICA shareholders to Macaulay of £349,508.