Company Announcements

Marechale Capital Plc - Final Results

22 August 2025

Marechale Capital plc

("Marechale" or the "Company")

Financial Statements for the Year Ended 30 April 2025

Marechale Capital Plc (AIM: MAC), an established City of London based corporate finance house with a long-term track record and a strong reputation for advising and financing high growth consumer brands, leisure, clean energy, mineral extraction and technology companies, is pleased to announce its audited final results for the year ended 30 April 2025 (the “Period”).

Chairman’s Statement

As reported in the interim results statement in December 2024, it has been a challenging year generally and in the hospitality sector in particular, as a number of businesses negotiated a continuing period of market uncertainty, with increased inflation driven overheads, compounded by a squeeze in discretionary spending. However, against this challenging backdrop, there are significant market opportunities for Marechale’s clients.

The Company entered the Period with good levels of business activity and funded clients in both the hospitality sector, as well as clients in other high growth sectors. Completed fund raising projects include further equity funding for the Chestnut Group, the leading East Anglian Inn Group, loan refinancing and growth equity funding for Brewhouse & Kitchen, the UK’s largest brew pub chain, and equity funding was raised for Stubben Edge Capital Ltd, the Insurance industry platform. Also, additional funding has been raised for Weardale Lithium at a premium valuation.

Marechale continues to generate professional services income by providing advice to its clients. In the last year this included strategic and funding advice for the Chestnut Group and Brewhouse & Kitchen. In addition, as announced to the market in March Marechale acted as exclusive adviser on the sale of  Randalls, Guernsey’s largest hospitality businesses as well as providing advice to the shareholder in the UK’s leading resort business and the owner of Rileys, the national snooker business.

Significant progress continues to be made with the lithium extraction business, Weardale Lithium Ltd, and our pipeline of new and increasingly diversified projects remains robust. 

Weardale Lithium Ltd is Marechale’s largest investment, comprising 467,000 founder shares and 20,800 options with a combined value of £2.85 million which has been recorded in the Balance Sheet. Weardale has proved lithium reserves in its secured mineral rights in Co. Durham and as announced to the Market in February became the UK’s first 100% direct lithium extraction plant to receive planning permission to build a pilot plant to use its existing boreholes. Marechale remains optimistic for a positive future outcome on this investment.

The total value of the Company’s net assets has reduced to £3,037,000 in 2025 (2024: £3,346,000) equivalent to 2.9p/share (2024: 3.1p/share), due to a combination of Operating Losses and Investment Losses, the latter by taking advantage of an opportunity to sell some Weardale shares for cash, acquired as founder shares, albeit at a discount to their current value. This is in line with Marechale’s stated strategy of using its balance sheet to co-invest in its client companies. Cash at bank at 30th April was £212,150.

Please note that, within the rules of the Accounting Standards, the Board took the decision in 2024 to declare separately as ‘Exceptional Costs’ various impairment provisions for bad debts and loan notes owed by two Investee Companies. Please be advised that at the time of writing, one of these companies remains trading but is under severe financial distress; the other is now in Administration: however, we managed to recover £10,300 from the latter which has been credited back to this year’s P&L.

It is also worth noting that the Company has £770,000 of unused capital tax losses to offset against any possible future tax liability on realisation of gains.

Marechale’s revenue for the year saw a substantial reduction to £409,500 compared to £668,800, in the previous financial year. In spite of this, gross profit increased to £274,000 compared to £197,000 in 2024 mainly due to lower commissions paid to 3rd parties on fundraising income.

Whilst we continue to navigate through various market challenges, I am pleased to report a significant reduction in Marechale’s operating loss for the year, from £296,000 in 2024 to £226,000 this year, mainly due to an improved gross margin of £275,000 (67%) compared to £197,000 (29%) in 2024. Marechale’s net loss before tax for the year stands at £337,000, a notable deterioration from the net loss of £183,000 reported in 2024. The major year-on-year swing was caused by a significant uplift on the value of investments in 2024 – principally Weardale - offset by Exceptional Costs, versus in 2025, the sale of investments at a discount – to raise cash as mentioned above. It is worth noting that we expect to record an uplift in the value of investments based on an equity fundraising already in progress but not yet closed. Administrative expenses remained steady at £500,000 (2024: £494,000).

The Company’s focus is to use its reputation and deal flow as a corporate finance adviser to build shareholder value in Marechale’s balance sheet. This has been achieved by negotiating equity and warrant positions, and joint venture arrangements as part of its terms of engagement with growth company clients. Marechale’s historical investment performance has been excellent in this regard, having achieved double digit internal rates of return across the total of all the companies that it has funded since 2010. The Board is confident that the investment in Weardale Lithium will deliver an uplift in value in due course.

Since Chris Kenning acquired his shareholding in Marechale and joined the Board, we have been working together on a number of corporate finance transactions with him and his business Stubben Edge Capital Ltd. We are pleased to report that the first transaction has been achieved, earning commission fees and warrants for Marechale. And we continue to explore how we can digitize our transaction processes for our early-stage corporate finance projects.

Whilst the current economic climate remains challenging, the Board remains positive about the investments that it holds in its client companies, and optimistic that the Company, with its sufficient cash reserves, will continue to generate further uplifts on its current and future equity and warrant investments, both in the short and longer term. The Company continues to develop further its proven track record as a corporate finance adviser by seeking further deal flow in the high growth £10-100 million Enterprise Value PE sector.

Hopefully there is now the beginning of a shift in sentiment towards investing in the SME space, driven by the Government’s drive for growth, and we hope to see support and incentives towards realising this and encouraging investment in businesses that Marechale works with.

The Board is working on a number of initiatives to create further value for shareholders, and the plan is to continue to develop Marechale’s strategic funding partnerships with the objective of enhancing shareholder value.

The Board believes, having had a number of approaches over the last few months, that the current disruption in the SME Advisory and Broking market presents an excellent opportunity to attract good quality people into Marechale’s cost effective business structure that allows them to make good earnings and have a shared interest as shareholders in Marechale’s balance sheet.

As we look to the future, the Board remains committed to building on positive momentum. The Company will continue to focus on enhancing revenue streams and delivering value to shareholders.

In closing, I would like to extend my heartfelt thanks to shareholders, employees, and clients for their continued support and confidence in the Company. The Board looks forward to another year of progress and achievement.

Mark Warde-Norbury

Chairman

21 August 2025

This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

For further information please contact:

        Marechale Capital plc                           Tel: +44 (0)20 7628 5582
Mark Warde-Norbury / Patrick Booth-ClibbornCairn Financial Advisers LLP (Nomad and Broker) Tel: +44 (0)20 7213 0880
Jo Turner / Sandy Jamieson

Statement of Comprehensive Income

For year ended 30 April 2025


                                              Year ended Year ended

                                              30-Apr     30-Apr

                                        Notes 2025       2024

                                              (£)        (£)

Revenue                                 4     409,413    668,816

Cost of sales                                 (134,731)  (471,433)

Gross profit                                  274,682    197,384

Administrative expenses                       (500,477)  (493,643)

Operating loss                          5     (225,795)  (296,260)

Net interest received/(paid)                  975        (428)

Other gains/(losses)                    6     (122,822)  223,004

Exceptional items                       7     10,316     (109,303)

Loss before tax                               (337,325)  (182,987)

Taxation                                8     -          -

Loss for the year                             (337,325)  (182,987)

Earnings per share                            (Pence)    (Pence)

Continuing operations        - Basic    10    (0.32)     (0.18)

                             - Diluted  10    (0.32)     (0.18)

Loss for the year                             (337,325)  (182,987)

Total recognised comprehensive profit

(all attributable to owners of the            (337,325)  (182,987)
company)



The notes form an integral part of the financial statements.

Statement of Financial Position

As at 30 April 2025


                                                   Year ended Year ended

                                                   30-Apr     30-Apr

                                                   2025       2024

                                             Notes (£)        (£)

Current assets

Investment in subsidiary                     11    2          2

Equity investments at fair value through     12    2,807,827  3,039,659
profit and loss

Warrants at fair value through profit and    13    58,800     108,482
loss

Trade and other receivables                  14    104,426    34,590

Cash and cash equivalents                    15    212,150    248,196

Total current assets                               3,183,205  3,430,929

Total assets                                       3,183,205  3,430,929

Current liabilities

Trade and other payables                     16    (133,489)  (62,035)

Borrowings                                   17    (10,000)   (10,000)

Total current liabilities                          (143,489)  (72,035)

Net current assets                                 3,039,716  3,358,895

Long-term liabilities

Borrowings                                   17    (2,500)    (12,500)

Net assets                                         3,037,216  3,346,395

Equity

Capital and reserves attributable to equity
shareholders

Share capital                                18    847,530    847,530

Share premium                                18    481,290    481,290

Reserve for own shares                             (50,254)   (50,254)

Reserve for share based payments                   178,315    150,168

Retained earnings                                  1,580,336  1,917,661

                                                   3,037,216  3,346,395

The financial statements were approved by the
Board of Directors and authorised for issue on 21
August 2025.

They were signed on its behalf by:

Mark Warde-Norbury

Director

Company No:                        03515836



The notes form an integral part of the financial statements.

Statement of Changes in Equity

For year ended 30 April 2025


             Share                 Reserve for Reserve for Retained
             capital Share premium own shares  share based earnings  Total
                                               payments

Balance at
30 April     763,690 329,330       (50,254)    83,988      2,100,648 3,227,401
2023

Loss for the
financial    -       -             -           -           (182,987) (182,987)
year

Share based
payments in  -       -             -           66,180      -         66,180
the year

Issued in    83,840  151,960       -           -           -         235,800
year

Total
movement in  83,840  151,960       -           66,180      (182,987) 118,993
shareholders
funds

Balance at
30 April     847,530 481,290       (50,254)    150,168     1,917,661 3,346,394
2024

Loss for the
financial    -       -             -           -           (337,325) (337,325)
year

Share based
payments in  -       -             -           28,147      -         28,147
the year

Issued in    -       -             -           -           -         0
year

Total
movement in  -       -             -           28,147      (337,325) (309,178)
shareholders
funds

Balance at
30 April     847,530 481,290       (50,254)    178,315     1,580,336 3,037,216
2025



The notes form an integral part of the financial statements.

Statement of Changes of Cash Flows

For year ended 30 April 2025


Cash Flow Statement                                  Note Year ended Year ended

Year ended 30 April 2025                                  30-Apr     30-Apr

                                                          2025       2024

                                                          (£)        (£)

Net cash from operating activities

Loss before tax                                           (337,325)  (182,987)

Reverse provision for share based payments                28,147     66,180

Reverse unrealised losses/ (gains) on fair value          31,832     (228,406)
investment through profit and loss

(Add back)/reverse provision for exceptional costs        (10,316)   109,303

Reverse realised gains on warrants                        (8,847)    -

Reverse losses on disposal of equity investments          99,837     5,402

Reverse net interest (income)/ expense                    (975)      428

Operating cash outflows before movements in working       (197,648)  (230,080)
capital

Movement in working capital

(Increase)/decrease in receivables                        (59,520)   3,539

Increase/(decrease) in payables                           71,455     (29,523)

Tax paid                                                  -          -

                                                          11,935     (25,983)

Cash outflow from operating activities                    (185,713)  (256,063)

Investment activities

Interest received                                         1,390      272

Expenditure on equity investments                         -          (6,572)

Proceeds from sale of equity investments and              158,692    2,664
warrants through profit and loss

Cash inflow/(outflow) from investing activities           160,082    (3,636)

Financing

Issue of ordinary share capital                           -          235,800

Repayment of borrowings                                   (10,000)   (10,000)

Interest payable                                          (415)      (699)

Cash (outflow)/inflow from financing activities           (10,415)   225,101

Net decrease in cash and cash equivalents                 (36,046)   (34,599)

Cash and cash equivalents at start of the financial       248,196    282,795
year

Cash and cash equivalents at end of the financial    15   212,150    248,196
year



The notes form an integral part of the financial statements.

Notes to the Financial Statements

Year ended 30 April 2025

1. General information

Marechale Capital PLC is a company registered in England and Wales under the Companies Act 2006. The Company's           principal activities are the provision of professional services advice and broking services to companies. The financial statements are presented in pounds sterling, the currency of the primary economic environment in which the Company operates. 

The Company's registered office and principal place of business is 46 New Broad Street, London, EC2M 1JH.         

The Company's registered number is 03515836.

2. Basis of preparation

a. Going concern

In establishing the applicability of the going concern basis, the Directors have made enquiries as to the financial resources of the Company. The Company has unpredictable revenue due to the nature of corporate finance advisory and the reliance upon deal-driven transactions, however as at the year end the company had £212k of cash reserves  (2024: £248k) which as at that date equated to approximately 7 months of  cash overheads. Whilst the company generated operating losses of £226k in the financial year (2024: £296k) the directors remain confident that the project pipeline will generate sufficient income on top of the cash reserves in order to meet the company’s liabilities as they fall due over the next twelve months from the date of approving these financial statements. Furthermore, there is the ability to fund working capital by equity issues, sales of investments and/or warrants and deferral of directors' salaries.                                                                                

b. Basis of accounting                                                                        

These financial statements have been prepared in accordance with UK Adopted International Reporting Standards ('IFRS'). IFRS Interpretations Committee ('IFRS IC') interpretations and the Companies Act 2006 applicable to companies reporting under IFRS.                  

The financial statements have been prepared on the historical cost basis as modified by the valuation of certain financial instruments, as described below.                                                                                                                        

The Directors have chosen not to prepare consolidated accounts because the two subsidiaries, Marechale Limited and Marechale Capital Investments Limited, are both dormant, have never traded, and therefore highly immaterial to the financial statements.                   

Subsidiaries are entities over which the Group has control, being the power to govern the financial and operating policies of the acquired entity so as to obtain benefits from its activities.                                                                                   

3. Business and geographical segments

The directors consider that there is only one activity undertaken by the Company, that of corporate finance professional services advisory. All of this activity was undertaken in the United Kingdom.


                                                             2025    2024

                                                             (£)     (£)

Broking commissions and fees earned from corporate finance   409,413 668,816



4. Other gains/ (losses)


                                                  2025      2024

                                                  (£)       (£)

Realised (losses) on equity investments           (99,837)  (5,402)

Unrealised gains/(losses) on equity investments   (31,832)  250,000

Realised gains on equity warrants                 8,847     -

Unrealised (losses) on equity warrants            -         (21,594)

                                                  (122,822) 223,004



5. Earnings per share


                                                      2025        2024

                                                      Earnings    Earnings

                                                      (£)         (£)

Based on Profit for the year.                         (337,325)   (182,987)

                                                      No. shares  No. shares

Weighted average number of Ordinary Shares in issue   105,941,247 104,194,580

for the purpose of basic earnings per share



The loss attributable to equity shareholders and weighted average number of ordinary shares for the purposes of calculating diluted earnings per ordinary share are identical to those used for basic earnings per ordinary share. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore under the terms of IAS33 anti-dilutive.

6. Other matters and Market Abuse Regulation (MAR) Disclosure

The financial information for the year ended 30 April 2025 set out in this announcement does not constitute statutory financial statements, as defined in section 434 of the Companies Act 2006 but is based on the statutory financial statements for the year then ended. The auditors have issued an unqualified opinion on these financial statements; their report included the following statement:

We have audited the financial statements of Marechale Capital PLC (the ‘Company’) for the year ended 30 April 2025, which comprise the Income Statement, the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity, the Cash Flow Statement, and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and UK adopted International Accounting Standards.

In our opinion the financial statements:

    --  give a true and fair view of the state of the Company’s affairs as at 30
        April 2025 and of the loss for the year then ended;
    --  have been properly prepared in accordance with UK adopted International
        Accounting Standards; and
    --  have been prepared in accordance with the requirements of the Companies
        Act 2006.”

7. Related Party Transactions

Company in which the Company holds an investment which have paid fees to the Company

Burgh Island Holdings Ltd ('BI')

The Company owned 10,640 shares, 4% in BI at 30 April 2025 (2024: 4%), BI is a related party through common directorship of Patrick Booth-Clibborn, a director of the Group.

Directors

Patrick Booth-Clibborn

During the year, an interest free travel advance of £5,000 (2024: £5,000) was extended to Mr Booth-Clibborn which is repayable within one year and is included within trade and other receivables on the balance sheet.

Disclosure of control

The company is under the control of its shareholders and not any one party.

Key management personnel

The key management personnel consist of the Directors, whose remuneration is disclosed in the Directors' Report, and the Company Secretary/Financial Officer, Shand FD Ltd ('Shand') whose remuneration in 2025 was £30,014 (2024: £25,964).

The group owed Shand £2,806 at 30 April 2024 (2024: £1,832).

8. Post balance sheet events

There are no past balance sheet events to report

Cautionary statement


Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of risks and  uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, the Company does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise.