Macaulay Capital PLC - Half-year Report

Macaulay Capital Plc

Condensed Consolidated Statement of Changes in Equity

for the six months ended 30 June 2026

Macaulay Capital Plc

Condensed Consolidated Cash Flow

for the six months ended 30 June 2026

Macaulay Capital Plc

Notes to the Unaudited Financial Statements

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 interim financial statements of the Company and its subsidiary for the six months ended 30 June 2026, which are unaudited, have been prepared in accordance with UK Generally Accepted Accounting Practice ("UK GAAP").

  The financial information contained in the Half Yearly report does not constitute statutory accounts as defined in Section 435 of the Companies Act 2006. The financial information for the preceding statutory reporting period is based on the statutory accounts for the year ended 31 December 2025. Those accounts, upon which the auditors, Hazlewoods LLP, issued a report which was unqualified, have been delivered to the Registrar of Companies.

  The financial statements have been prepared in accordance with the accounting policies set out in the statutory accounts for the period ended 31 December 2025.

  The interim financial statements are presented in sterling.

2.2     Basis of consolidation

The consolidated financial statements incorporate the results of the Company and its subsidiary MML, (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 six months to 30 June 2026 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 30 June 2026, the Group had cash balances of approximately £1.0 million. Having reviewed cash flow forecasts for the period to June 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), the working arrangements of key service providers 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.

Macaulay Capital Plc

Notes to the Half Yearly Report (continued)

2.3      Going concern (continued)

The Directors believe that the Group has sufficient resources to continue in operational existence for the foreseeable future. Thus, they have adopted the going concern basis of accounting in preparing the Company's financial statements.

3        Profit/(loss) per share

The calculation of basic return per share is based on the return after tax and on a weighted average number of ordinary shares in issue in the period. Normal and diluted returns per share are the same, as the options granted on 29 April 2024, as detailed in note 4 have now lapsed.

4        Share options

The 820,000 share options in issue at 31 December 2025 have now lapsed as the performance conditions to which their grant was subject were not met.  The share-based payment charge for the period is nil.

5        Founder Warrants

On 31 March 2026, each of Harry and Tom Horner exercised their remaining 450,000 Unconditional Founder Warrants, 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.

6        Post Balance Sheet Events

There have been no reportable events since the period end.

For more information please visit: www.macaulaycapital.com