24 December 2025          

Caledonian Holdings plc

("Caledonian" or "the Company" or "CHP")

Interim results for the six months ended 30 September 2025

Caledonian Holdings plc (AIM: CHP), an AIM-quoted investing company focused on financial services opportunities, today announces its unaudited interim results for the six months ended 30 September 2025.

Overview

I am pleased to present my Chairman's statement for the period ended 30 September 2025. 

Over the past months, the Board have continued to develop the new strategy and vision for Caledonian Holdings PLC.  The fundraises and the recent facility put in place from Yorkville have strengthened the Company's cash reserves to support the new strategy and has provided a strong foundation to carry out the first two investments as a financial services focused investing company.  

As previously reported CHP made its first investment into AlbaCo Limited ("AlbaCo") in June 2025 and invested an aggregate of cash and shares totalling £1,000,000 into AlbaCo. In October 2025 CHP announced that it had provided further support to AlbaCo with a subscription agreement totalling £1,000,000 to support its near-term working capital requirements and the development of AlbaCo in securing its authorisation capital raise. This funding followed on from a £120,000 prepayment provided to AlbaCo in September 2025. The £1m facility was drawn down in full by AlbaCo in October 2025 and November 2025.  Furthermore, on 18 December 2025 we entered into a further subscription agreement to commit a further £450,000 as a prepayment towards our participation in Alba's forthcoming regulatory capital fundraising. The funds were drawn down by AlbaCo immediately and satisfied from the Company's existing cash resources bringing the total funds advanced to AlbaCo since September 2025 to £1.57 million.

The Board has continued to monitor the share prices of its listed/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.

Turning to the financials, the Company reported a loss for the year of £595,572 compared to a loss of £2,736,882 in the comparable period. Almost all of this difference, from an accounting perspective, reflects a reduction in fair value of investments in the comparable period being reported on.  Net assets increased to £3,851,777 compared to £2,873,720 at 30 September 2024 and cash increased from £787,336 at the beginning of the period to £1,019,217 at the balance sheet date.

Since the period end CHP has been successful in securing a £3.5 million funding package from Yorkville, to help with further short term funding for AlbaCo, other investment opportunities and general working capital.  Full details are set out in the Company's announcement of 14 November 2025.

Last month we announced our second investment under the new strategy. We have entered a conditional agreement to acquire 100% of Aspire Commerce Group Limited which represents a significant step in delivering our strategy to build an integrated, technology-enabled financial services investment group.   While our current investing policy does not allow for Caledonian to make investments which will cause the Company to hold a majority equity interest in an investee company, we are looking for shareholder support at the Company's upcoming annual general meeting to enable us to implement a new investing policy. Alongside the announcement of the conditional acquisition, Caledonian put in place a working capital funding facility of up to £600,000 with Aspire of which £300,000 has been advanced on the terms set out in the Company's announcement of 26 November 2025.

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

Chairman

23 December 2025

Unaudited Statement of Comprehensive Income

for the six months ended 30 September 2025

Unaudited Balance Sheet

as at 30 September 2025

Unaudited Cashflow Statement

for the six months ended 30 September 2025

Unaudited Statement of Changes in Equity

for the six months ended 30 September 2025

Notes to the Interim Accounts

for the six months ended 30 September 2025

1. General information

Caledonian Holdings plc is a company incorporated in the United Kingdom.

These unaudited condensed interim financial statements for the six months ended 30 September 2025 have been prepared in accordance with International Financial Reporting Standards (IFRS) and IAS 34 "Interim Financial Reporting" as adopted by the European Union and do not constitute statutory accounts as defined in Section 434 of the Companies Act 2006.  This condensed set of financial statements has been prepared applying the accounting policies that were applied in the preparation of the Company's published financial statements for the year ended 31 March 2025 and are presented in pounds sterling.

The comparative figures for the financial year ended 31 March 2025 have been extracted from the Company's statutory accounts which have been delivered to the Registrar of Companies and reported on by the Company's Auditors.  Their report was unqualified and contained no statement under section 298 (2) or (3) of the Companies Act 2006.

2. Changes in accounting policy

The assessment of new standards, amendments and interpretations issued but not effective are not anticipated to have a material impact on the interim financial statements.

3. Going concern

The Directors have considered the Company's activities, together with the factors likely to affect its future development and performance, the financial position of the Company, and its cash flows and liquidity position, taking account of the current market conditions. This review has demonstrated that the Company shall continue to operate within its own resources.

The Directors believe that the Company is well placed to manage its business risks successfully and that the Company has adequate resources to continue in operational existence for the foreseeable future.  Accordingly, they consider it appropriate to adopt the going concern basis in preparing these condensed financial statements.

4. (Loss) per share

(Loss) per share has been calculated on a loss of £595,000 (six months to 30 September 2024: £2,736,000 loss; year to 31 March 2025: £4,371,000 loss) and the weighted number of average shares in issue for the period of 71,799,245,979 (30 September 2024: 17,556,553,841; 31 March 2025: 18,697,592,139).

5. Investments

Investment in AlbaCo Limited

In June 2025 the Company announced it had invested a total of £1,000,000 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 as detailed in note 9.  The investment represented the first investment under the new strategy for Caledonian.

Part disposal of shares in EnSilica plc

During the period the Company disposed of 100,000 shares at an average price of 33p per share, generating gross proceeds of £32,712 for the Company. Following the disposals Caledonian remained interested in 141,707 ordinary shares.

Part disposal of shares in Finseta plc

During the period the Company disposed of 50,000 shares at an average price of 35p per share, generating gross proceeds of £17,405 for the Company. Following the disposals Caledonian remained interested in 150,000 ordinary shares.

Disposal of holding in Skillcast Group plc

During the period the Company disposed of its entire shareholding at a price of 42p per share, generating gross proceeds of £234,879 for the Company.

Disposal of holding in Conduit Pharma Inc

During the period the Company disposed of its entire shareholding at a price of 13p per share, generating gross proceeds of £1,299 for the Company.

6. Trade and other receivables - non-current

Loan due from Bixx Tech Limited

The loan represents the consideration receivable for the disposal of certain investment assets in August 2020.  The total consideration receivable is £855,000 which is receivable after seven years. The consideration has been discounted at a market interest rate of 4.5%.

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.  Details of these arrangements are set out in the audited financial statements for the year ended 31 March 2025. 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.

7. Derivative financial instruments

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.

8. Trade and other receivables

9. Share capital

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;

a.     one ordinary share of 0.001p each, and

b.     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 Ordinary Shares of 0.001p at an issue price of 0.0025p per share. 

In April 2025, 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:

·      a firm placing of 8,579,999,998 placing shares issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the Company's general meeting held on 24 March 2025; and

·      a conditional placing of 21,420,000,000 placing shares issued conditional upon, amongst other things, the passing of certain resolutions at the General Meeting held on 6^th August 2025.

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.

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.

9. Financial instruments

The Company is required to report the category of fair value measurements used in determining the value of its investments, 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 eleven (30 September 2024: eleven; 31 March 2025: twelve) investments classified in this category. The aggregate historic cost of these investments is £2,420,156 (30 September 2024: £5,691,316; 31 March 2025: £5,162,605) and the fair value as at 30 September 2025 was £1,773,742 (30 September 2024: £1,823,795; 31 March 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 three (30 September 2024: two; 31 March 2025: three) unquoted investments classified in this category. The historic cost of these investments is £700,000 (30 September 2024: £450,000; 31 March 2025: £700,000) and the fair value as at 30 September 2025 was £63,145 (30 September 2024; £828,186; 31 March 2025: £63,145).

Valued using models with significant unobservable market parameters - "Level 3"

The Company has two (30 September 2024: two; 31 March 2025: two) legacy investments that are held at an aggregate carrying value of £nil at 30 September 2025 (30 September 2024: £nil; 31 March 2025: £nil). As at 30 September 2025 the historical cost of this investment amounted to £300,000 (30 September 2024: £300,000; 31 March 2025: £300,000). 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. 

10 Share-based payments

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 held on 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.

The options issued in 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 (30 September 2024: £nil, 31 March 2025: £nil).

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

11. 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:

Bailey Wilson Accounting Limited

Emma Wilson, a former Director, is also a Director of Bailey Wilson Accounting Limited, During the year the Company paid £24,115 (30.09.2024: £nil, 31.05.2025: £4,083) in respect of accountancy services to the Company.  The balance due to Bailey Wilson Accounting Services Limited at the period end was £5,842 (30 September 2024: £nil, 31 March 2025: £4,000).

AlbaCo Limited and Jim McColl share swap

On 6 August 2025, the Company 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.

12. Principal risks and uncertainties

Principal risks and uncertainties are set out in the annual financial statements within the directors' report and also in note 14 to those financial statements and are reviewed on an on-going basis. 

The Board provides leadership within a framework of appropriate and effective controls. The Board has set up, operates and monitors the corporate governance values of the Company, and has overall responsibility for setting the Company's strategic aims, defining the business objective, managing the financial and operational resources of the Company and reviewing the performance of the officers and management of the Company's business both prior to and following an acquisition.

There have been no significant changes in the first six months of the financial year to the principal risks and uncertainties as set out in the 31 March 2025 Annual Report and Accounts.

13. Board approval

These interim results were approved by the Board of Caledonian Holdings plc on 23 December 2025.