Duke Capital LimitedLSE: DUKE

FY25 Financial Results Presentation (FY25 Results Presentation vfinal)

· Issued by Duke Capital Limited
Watch Duke Capital explain itDUKE CAPITAL LIMITED (DUKE) — Audited results for the 12 months ended 31 March 2026 · Replay · Jun 22

FY25 Results Presentation

June 2025

AIM: Duke



INTRODUCTION

FY25 Results reflect disciplined execution while building future value

Leading Hybrid Credit Provider Duke's product combines the best of private credit and private equity

Executing In Economic Headwinds Duke's FY25 financial performance demonstrates value of our hybrid credit model in times of economic stress

Recurring Cash Revenue Up in FY25 The 6% increase in recurring cash revenue underpins the dividend

Building Future Value

FY25 saw Duke increase equity ownership in 6 partners and continue alignment with management groups

Covered Dividend @ 2.8p / share Current yield to investors continues to be a core investment pillar for Duke

Benefitting from Macro stability

As interest rates ease and growth returns, Duke shareholders and partners benefit in multiple ways

INVESTMENT CASE SUMMARY 3



INTRODUCTION TO DUKE CAPITAL

Hybrid capital combines the best features of private credit and private equity

Duke's capital appeals to business owners who need capital but want to retain control

PRIVATE CREDIT

PRIVATE EQUITY

DUKE CAPITAL

Senior, mezzanine or junior 5-year term, typically bullet Floating rate: % over SONIA Light touch due diligence Fee-based, loss ratio model

vs Senior secured loan

vs 30-year amortisation

vs Fixed rate + rev. adjusted

vs Intensive due diligence

vs Exit premium + equity upside

Minority equity stakes vs Unitranche capital vs Inflation hedged return vs Board representation vs Exit in owners' control vs

Majority equity control

Preference and / or ordinary shares Return only realised on exit

Board control

Exit forced at end of fund life

INTRODUCTION 4



CLEAR INVESTMENT STRATEGY

Duke's funding solution is used by owner-operators to drive growth and increase shareholder value

Use of Proceeds

MANAGEMENT BUYOUTS

BUY & BUILD STRATEGIES

SHAREHOLDER RESTRUCTURINGS

DEBT REFINANCING

What Duke looks for

Business characteristics

  • Investment size of £5 - 30 million

  • Companies with EBITDA of £2 - 8 million and low maintenance

    capex

  • Long-term partnership and alignment with business owners

  • We seek owners not wanting to give up control or existing management wanting to become owners through an MBO

  • Long-standing private, family / owner-operated businesses

  • History of organic revenue growth and profitability

  • Dominant position in its local market

  • Low levels of customer concentration

  • Environmentally and socially responsible

INTRODUCTION 5



THE COMPONENTS OF DUKE'S PRODUCT

Parts contribute to an overall package that meets the goals of both Duke's investors and business owners

  • Senior secured instrument

  • 12.0% fixed rate yield, with no refinancing risk

  • Principal paid throughout 30-year term

  • Company's current cash flows exceed interest payments, typically 2 times covered

  • To enhance returns and create alignment, Duke seeks equity when available

  • Equity is typically acquired at

    minimal cost at transaction date

    CORPORATE MORTGAGE

    MINORITY EQUITY STAKES

    VARIABLE PREFERENCE SHARES

    EXIT PREMIUMS

  • 1.5% - 2.0% variable preference share

  • Annual adjustment to Duke's yield based on partners' change in revenue

  • The change in yield is capped at +/-6% in currency terms

  • Inflation hedged: price inflation in portfolio results in higher revenue for Duke

    • Business owner maintains control of the timing of an exit

    • Fee due upon refinancing prior to

      maturity in every case

    • Exit premiums of 15% - 30%

INTRODUCTION 6



TARGET MARKET VS. OTHER INSTITUTIONAL FORMS OF CAPITAL

Duke's point of exit / refinance

No investment

Duke's point of entry

The Lower Mid-Market comprises of companies with less access to institutional capital than other segments

Middle Market

  • Professional managers and institutional ownership

  • Private equity ownership sweet-spot

  • Many more options for capital

  • Refinancing risk diminished

  • Typically established operations with expansion internationally

Venture Capital

  • Visionary leadership

  • Focus on revenue growth not profits

  • No cashflow to support debt

  • Minimal operating history

  • Tech companies and/or scalable

business models

NA

Lower Middle-Market

  • Entrepreneurial leadership / owners

  • Retaining control is important

  • Refinancing risk is top of mind

  • Distrustful of banks

  • Steady revenue growth, typically serving domestic markets

EBITDA range:

NA

EV / EBITDA x:

EBITDA range:

£2 - 6 million

EV / EBITDA x:

4x - 6x

EBITDA range:

£10 - 100 million

EV / EBITDA x:

8x - 10x

MARKET 7



FY25 OPERATIONAL HIGHLIGHTS

Building Long-Term Value Across the Portfolio

First full year of operations as Duke Capital: investment team with more tools to create shareholder value

  • Equity Upsizing Opportunities: Increased stakes in 6 existing partners, while keeping or enhancing the

    alignment with owner/managers

  • Capital Deployment (incl. post period): Over £31m invested in existing capital partners

    • Acquired nine more companies into the portfolio

    • Post-period continued execution - £5.3m into New Path Fire & Security and Tristone Healthcare while increasing equity stakes in both

      Equity Raise: Oversubscribed £23.5m raised in Nov 2024 for further dry powder to capitalize on opportunities

      Third Party Capital: on-going marketing, seeking capital that is on terms both accretive to shareholders

      and on terms consistent with Duke's hybrid capital product

    • Financing of new partners into portfolio to be partly financed with third party capital, without the need for further equity raises

INTRODUCTION 8



FINANCIAL HIGHLIGHTS



FINANCIAL HIGHLIGHTS

21.8 24.3 25.8

14.9

FY22 FY23 FY24 FY25

6.0

3.5 0.1 0.8

FY22 FY23 FY24 FY25

30.3 26.6

18.4 21.9

FY22 FY23 FY24 FY25

21.8 24.3 25.8

14.9

FY22 FY23 FY24 FY25

6.0

3.5 0.1 0.8

FY22 FY23 FY24 FY25

30.3 26.6

18.4 21.9

FY22 FY23 FY24 FY25

Growth in recurring revenue, but no investment exits

4.85

3.80 3.13 3.48

FY22 FY23 FY24 FY25

2.8 2.8 2.8

2.3

FY22 FY23 FY24 FY25

4.85

3.80 3.13 3.48

FY22 FY23 FY24 FY25

Cash revenue refers to monthly distributions from capital partners, exit premiums and cash gains from the sale of equity investments, Recurring cash revenue excludes exit premiums and cash gains from the sale of equity investments Free cash flow is defined as net cash inflows from operations plus cash gains from the sale of equity investments less net transaction costs less interest paid on borrowings

Adjusted earnings excludes fair value movements, share-based payments and net transaction costs

FINANCE 10

£25.8m +6%

Recurring cash revenue

21.8

24.3

25.8

14.9

FY22

FY23

FY24

FY25

£0.8m -86%

Non-recurring cash revenue

6.0

3.5

0.1

0.8

FY22

FY23

FY24

FY25

£26.6m -12%

Total cash revenue

30.3

18.4

21.9

26.6

FY22

FY23

FY24

FY25

£12.6m -42%

Free Cash Flow

17.9

11.2

12.8

12.6

FY22

FY23

FY24

FY25

2.8 pence -%

Dividend per share

2.3

2.8

2.8

2.8

FY22

FY23

FY24

FY25

3.48 pence -23%

Adjusted earnings per share

3.80

4.85

3.13

3.48

FY22

FY23

FY24

FY25



OPERATING LEVERAGE

Long term decrease in operating leverage as recurring revenue continues to grow

Opex %

22%

21%

14%

11%

12%

12%

Recurring cash revenue excludes exit premiums and cash gains from the sale of equity investments while cash operating costs excludes variable STIP payments

FINANCE 11

30,000

30%

25,000

24.3

21.8

25.8

25%

20,000

20%

15,000

14.9

15%

10.3

10,000

8.8

10%

5,000

2.3

1.9

2.1

2.3

3.0

3.1

5%

-

0%

FY20

FY21

Recurring cash revenue

FY22

FY23

FY24 FY25

Linear (Leverage Trendine (RHS))

Cash operating costs (LHS)



BALANCE SHEET

Increased investment size reflects 'stay in for longer' philosophy

Investment Type

Cost

Fair Value

+/-

Hybrid Credit

225,465

225,684

0%

Term Loan

2,322

2,322

0%

Equity

6,380

15,812

148%

Total

234,167

243,818

4%

  • £19.8m of cash on the balance sheet; £29.8m of available liquidity

  • £90m drawn on the Fairfax credit line

  • NAV per share of 35.4p

FINANCE 12

20.0

Equity investment portfolio fair value (£m)

15.9 15.8

15.0 13.5

10.8

10.0

5.0

3.5

0.0

FY21

FY22

FY23

FY24

FY25

20.0

Average hybrid credit investment size (£m)

16.1

15.0

11.9

11.9

13.5

10.0

7.6

5.0

0.0

FY21

FY22

FY23

FY24

FY25



RECURRING CASH REVENUE

Annuity-like cash returns continue, despite lack of exits

14,000

12,000

80%

Cash revenue received to date as a % of invested capital

53%

78%

90%

80%

46%

53%

70%

10,000

8,000

6,000

4,000

2,000

0

48%

42%

54%

31% 38%

22% 23%

17%

60%

50%

40%

30%

20%

10%

0%

22%

Total cash revenue received (LHS) % of invested capital (RHS)

  • Over £1 billion of contractual revenue in current hybrid credit portfolio assuming all investments held to term

    FINANCE 13



    UPSIDE FROM EXITS

    Realized exits demonstrate additional value can be extracted with equity stakes in partners

  • Over £46m of contractual exit premiums not included in hybrid credit fair value

  • Increased in equity stakes in 6 partners during FY25 and two further additions post year end

Capital partner

Investment

Date

Term Held

(months)

Capital invested (£000)

Hybrid

credit

Exit

premium

Equity

Cash on

cash

return

Realised gross IRR

Temarca

Apr-17

47

12,934

0.98x

-1.1%

Berkley

Jun-17

46

1,140

1.56x

16.0%

Fairmed

Jun-21

38

8,591

1.59x

21.2%

Instor

Mar-23

3

7,309

1.29x

293%

Xtremepush

Feb-18

31

2,473

3%

1.45x1

22.0%

Welltel

Jun-17

42

13,454

5%

1.39x

28.2%

BHP

Aug-18

36

5,183

12.5%

1.74x

28.8%

Fabrikat

Feb-21

38

6,200

30%

2.11x1

32.4%

1 Cash on cash return excludes deferred equity obligations for Fabrikat and unrealised equity fair value for XtremePush

FINANCE 14



PORTFOLIO



July 2023

Fair value: US$13.1m MBO

Industrials

OUR PARTNERS

March 2024 Fair value: £14.9m

Buy & Build Specialist Care



November 2022 Fair value: £12.1m Buy & Build

Fire & Security



December 2021 Fair value: £22.9m Buy & Build

Specialist Care



December 2021 Fair value: US$24.0m

Debt Refinancing

Industrials



BPVA



February 2019 Fair value: £20.6m MBI

Leisure

September 2018 Fair value: £20.6m Buy & Build Business Services

August 2018 Fair value: £10.5m

Growth Capital Healthcare

March 2018 Fair value: £10.6m

Equity Buyout Industrials

October 2017 Fair value: £15.1m

Buy & Build Business Services



August 2021 Fair value: CA$27.3m

Buy & Build Industrials



July 2021

Fair value: £26.8m Buy & Build

I.T Services

Step Investments



August 2018

April 2018

Fair value: £12.8m

Fair value: £15.5m

Growth Capital

Buy & Build

Business Services

Industrials

Note: Data as at 31 March 2025 and does not include follow-on investments made in FY26. Reflects hybrid credit investments only

PORTFOLIO 16



OUR PARTNERS

Duke's exposure is diversified across 14 capital partners with 75 underlying operating companies

Step Investments Bay Broadcasting Limited

BPVA

Balgowan House Mulberry House Saltwood Care Centre Hythe View

Betsy Clara House Southdowns

PORTFOLIO 17



HYBRID CREDIT RETURNS

Credit product provides ongoing cash returns with potential upside from growing equity portfolio

Capital partner

Investment

Date

Capital

invested

Equity %

Cash returned

to date

Cash return as

% of capital

invested

Unrealised

fair value1

Indicative cash on cash return

- current

Indicative cash on cash return

- with premium

Lynx

Oct-17

15,000

-

12,075

80%

15,105

1.8x

2.0x

Trimite

Mar-18

13,250

100%

4,974

38%

10,631

1.2x

1.5x

UGG

Apr-18

18,223

74%

9,705

53%

15,451

1.4x

1.7x

Step

Jun-18

11,503

-

6,167

54%

12,819

1.7x

1.8x

InterHealth

Aug-18

10,000

-

7,834

78%

10,479

1.8x

1.8x

BPVA

Sep-18

20,435

30%

9,414

46%

27,675

1.8x

2.0x

Miriad

Feb-19

23,000

50%

12,268

53%

20,598

1.4x

1.7x

Creō

Jul-21

19,265

100%

5,877

31%

14,657

1.1x

1.5x

Intec

Jul-21

31,500

100%

7,038

22%

26,755

1.1x

1.5x

Atlas

Dec-21

15,854

-

7,597

48%

18,600

1.7x

1.7x

Tristone

Dec-21

20,020

19%

8,393

42%

25,623

1.7x

1.8x

New Path

Nov-22

12,080

15%

2,653

22%

13,676

1.4x

1.6x

Glasshouse

Jul-23

9,028

10%

2,102

23%

11,515

1.5x

1.7x

Integrum

Mar-24

14,500

50%

2,425

17%

16,336

1.3x

1.5x

Total

233,659

98,522

42%

239,919

1.4x

1.7x

All data as at 31 March 2025

FINANCE 18



DUKE'S INVESTORS: TOP GLOBAL FUNDS WITH SIGNIFICANT PUBLIC OWNERSHIP

Loyal base of blue-chip institutional investors - strong retail following - significant management ownership

14.52%

ownership

10.95%

ownership

9.12%

ownership

9.07%

ownership

5.19%

ownership

Directors,

Management, Insiders

4.38%

ownership

4.37%

ownership

4.31%

ownership

3.00%

ownership

2.82%

ownership

Fairfax Financial Holdings Limited is Duke's £100m debt provider and strategic investor

Fairfax headquartered in Toronto has over $90bn of assets is primarily engaged in property and casualty

insurance and reinsurance and the associated investment management.

Shareholding as at 31 March 2025

SHAREHOLDERS 19



HOW DUKE'S PRODUCT BENEFITS INVESTORS

History of attractive risk adjusted returns by adhering to 3 investment pillars

Capital preservation

Attractive dividend yield

Upside from exits

Senior secured capital

Monthly cashflow stream

Exit premiums and equity stakes

  • Light amortization of capital starting at initial investment

  • Seek continuity of owners and/or managers to reduce risk

  • £225m+ currently invested in longstanding profitable businesses

  • Visibility of £1.0bn of contractual revenues if current portfolio held to maturity

  • Obligation for monthly cash payments starting at investment date

  • Duke has paid dividends for 32 consecutive quarters

  • 21.4p per share of dividends paid to

    Duke's shareholders (£65.4m1)

  • Current annualised divided

yield of 9.7%2

  • Exit premiums are structured in every transaction, as a deterrent for refinancing

  • Equity stakes acquired either upon investment or later, always keeping alignment with owner/operators

  • Currently 11 equity positions worth

    £16m

  • Unrealised exit premiums worth

£46m+

1 Total dividend paid includes 0.70 pence / share, dividend announced on 19 June and due to be paid on 14 July 2025

2 Yield based off annualised dividend of 0.70 pence paid on 14 April 2025 and share price as at 23 June 2025 of 29.00 pence

BENEFITS TO INVESTORS 20



CONCLUSION & OUTLOOK

FY25 Results reflect disciplined execution while building future value

Leading Hybrid Credit Provider Duke's product combines the best of private credit and private equity

Building Future Value

FY25 saw Duke increase equity ownership in 6 partners and continue alignment with management groups

Recurring Cash Revenue Up in FY25 The 6% increase in recurring cash revenue underpins the dividend

Cautious Optimism

With increasing economic stability &

interest rates decreasing, Duke's portfolio co's, and its shareholders will benefit

Covered Dividend @ 2.8p / share Current yield to investors continues to be a core investment pillar for Duke

Self-Sustainable Model

Recycling capital from exits, building equity stakes and pursuing third party capital is intended to build NAV /share over time

INVESTMENT CASE SUMMARY 21



APPENDICES



CONSOLIDATED STATEMENT OF CASHFLOWS

£ in thousands

FY2025

FY2024

FY2023

FY2022

Receipts from hybrid credit investments

25,000

27,267

21,634

14,701

Receipts of interest from loan investments

158

453

339

580

Other operating receipts

1,419

195

176

543

Operating expenses paid

(4,186)

(4,015)

(3,306)

(2,487)

Payments for hybrid credit participation fees

(87)

(130)

(112)

(115)

Tax received / (paid)

(781)

(673)

(1,346)

(2,055)

Net cash inflow from operating activities

21,523

23,097

17,115

11,167

Hybrid credit investments advanced

(24,500)

(42,012)

(23,809)

(74,586)

Hybrid credit investments repaid

3,987

17,636

-

2,938

Loan investments advanced

(2,286)

(750)

(2,500)

(3,192)

Loan investments repaid

-

-

2,000

3,949

Equity investments advanced

(370)

(3,799)

(500)

(530)

Equity investments repaid

-

2,326

-

2,883

Equity dividends received

21

48

3

-

Receipt of deferred consideration

742

1,512

-

7,679

Investments costs paid

(462)

(1,344)

(357)

(972)

Net cash outflow from investing activities

(22,868)

(26,383)

(25,163)

(61,831)

Proceeds from share issue

23,500

-

20,000

35,000

Share issue costs

(1,394)

-

(1,115)

(1,936)

Dividends paid

(12,249)

(11,524)

(10,979)

(7,270)

Proceeds from loans

17,000

15,000

71,250

38,200

Loan repaid

-

-

(61,450)

(7,500)

Interest paid

(8,520)

(6,222)

(3,976)

(1,649)

Other finance costs paid

(4)

-

(2,426)

(181)

Net cash inflow from financing activities

18,333

(2,746)

11,304

54,664

Net change in cash and cash equivalents

16,988

(6,032)

3,256

4,000

Cash and cash equivalents at beginning of year

2,896

8,939

5,707

1,766

Effect of foreign exchange on cash

(117)

(11)

(24)

(59)

Cash and cash equivalents at the end of year

19,767

8,939

5,707

1,766

APPENDICES 23



CONSOLIDATED STATEMENT OF INCOME

£ in thousands

FY2025

FY2024

FY2023

FY2022

Income

Hybrid credit investment income

19,168

23,014

28,266

18,037

Loan investment income

158

453

339

533

Equity investment income

(5,849)

1,925

2,212

9,678

Other operating income

1,742

195

176

543

Total income

15,219

25,587

30,993

28,791

Investment Costs

Transaction costs

(171)

(475)

(66)

(631)

Due diligence costs

(87)

(645)

(620)

(1,113)

Operating Costs

Administration and Personnel

(3,509)

(3,072)

(2,627)

(2,060)

Legal and professional fees

(449)

(533)

(456)

(405)

Other operating costs

(381)

(370)

(223)

(151)

Expected credit gains / (losses)

78

14

(20)

(72)

Share-based payments

(409)

(938)

(969)

(930)

Operating profit

10,291

19,568

26,012

23,429

Net foreign currency movement

(99)

(22)

66

(60)

Other finance costs

(9,454)

(7,255)

(5,644)

(1,996)

Profit for the period before tax

738

12,291

20,434

21,373

Taxation expense

1,267

(683)

(842)

(982)

Total comprehensive income

2,005

11,608

19,592

20,391

APPENDICES 24



CONSOLIDATED STATEMENT OF FINANCIAL POSITION

£ in thousands

31-Mar-25

31-Mar-24

31-Mar-23

31-Mar-22

Goodwill

203

203

203

203

Hybrid credit finance investments

190,100

177,589

158,540

139,648

Loan investments

2,322

5,382

4,652

3,172

Equity investments

15,812

15,904

13,529

10,820

Trade and other receivables

-

1,574

-

-

Deferred tax asset

2,877

408

200

156

Total Non-Current Assets

211,314

201,060

177,124

153,999

Hybrid credit finance investments

35,584

33,359

32,793

20,831

Loan investments

-

-

-

1,000

Trade and other receivables

1,936

843

2,290

2,194

Cash and cash equivalents

19,767

2,896

8,939

5,707

Current tax asset

-

155

373

-

Total Current Assets

57,287

37,253

44,395

29,732

Hybrid credit debt liabilities

140

170

154

160

Trade and other payables

444

461

433

423

Borrowings

723

632

441

362

Current tax liability

266

-

-

88

Total Current liabilities

1,573

1,263

1,028

1,033

Hybrid credit debt liabilities

898

934

988

951

Trade and other payables

967

1,063

1,314

1,067

Borrowings

87,611

69,772

53,930

47,740

Total Non-current Liabilities

89,476

71,769

56,232

49,758

Net Assets

177,552

165,281

164,529

132,941

Shares issued

195,045

172,939

172,939

153,974

Share based payment reserve

4,794

4,385

3,447

2,478

Warrant reserve

3,036

3,036

3,036

265

Retained losses

(25,323)

(15,079)

(15,163)

(23,776)

Total Equity

177,553

165,281

164,529

132,941

APPENDICES 25



OUR TEAM

An experienced management team

NEIL JOHNSON - CEO

  • 30+ years of experience in mid-market companies

  • Head of Corporate Finance (Europe) and on Global Executive Committee of Canaccord Genuity

  • Has raised over £3 billion of capital across private and public markets

  • Founder of Duke Capital

    AJAY SHIVDASANI - PRINCIPAL, INVESTMENTS

  • 4 years of private-equity LBO transaction experience and deal origination at DW Healthcare Partners and 4 years of global management consulting experience at Oliver Wyman

  • MBA from INSEAD University

    TOMMY STAMADIANOS -

    ASSOCIATE, INVESTMENTS

  • 4 years of LBO and growth equity experience focused on North America and Western Europe at AIMCo and Canadian Business Growth Fund

  • Holds a BCom from the University of Toronto

CHARLIE CANNON-

BROOKES - CIO

  • London-based Chief Investment Officer

  • 20 years+ of fund management

  • Has sat on the boards of several funds, trusts and other publicly traded investment companies

  • Co-founder of Duke Capital

    STEVEN RUSSO - PRINCIPAL, INVESTMENTS

  • 12 years of experience in mezzanine debt and growth equity capital transactions.

  • J.D./MBA Degree from

    Queen's University (2011)

    KORAY KOSANOGLU -ASSOCIATE, INVESTMENTS

  • 2 years at Deutsche Bank in London in the Consumer & Retail team, on a range of M&A and Financing projects

  • Holds a BSc in Economics from UCL

    HUGO EVANS - CFO

  • Extensive experience in senior finance roles within financial services

  • 12 years of UK plc reporting experience

  • Chartered Accountant (Grant Thornton)

    MAGDA TARNOWSKA -

    EXECUTIVE ASSISTANT

  • 5 years of experience as EA supporting the CEO and Duke team

  • 2 years as EA at Captor Capital, supporting the CEO and Board of Directors

    JOEL ANDERS -

    ASSOCIATE, INVESTMENTS

  • 2 years Blazehill Capital focusing on investment opportunities as well as managing portfolio companies across a wide range of sectors

  • Holds a BSc in Economics from Bristol

    ALEX HIBBARD - PRINCIPAL, INVESTMENTS

    • 10 years of private equity experience, focused on new investments and managing portfolio companies

    • Chartered Financial Analyst

      MARCUS OLSBERG -

      ORIGINATION

    • 4 years at MUFG Bank where he worked in the Leveraged Finance and Credit Analysis divisions with a focus on the Aviation Sector

    • BA from Durham University

TEAM 26



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