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www.castelnaugroup.com
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 3QL
Annual Report and Audited
Consolidated Financial Statements
For the year ended 31 December 2025
Strategic Report
Summary Information ............................................................................................................. 3
Chair’s Statement ...................................................................................................................... 5
Holdings ..........................................................................................................................................7
Portfolio Analysis .........................................................................................................................8
The Alternative Investment Fund Manager (“AIFM”)
and Investment Manager’s Report ..................................................................................... 9
Statement from the CIO of the Investment Manager .............................................. 16
Governance
Board Members .........................................................................................................................18
Directors’ Report ....................................................................................................................... 21
Directors’ Remuneration Report ........................................................................................37
Statement of Directors’ Responsibilities ........................................................................ 38
Audit Committee Report ...................................................................................................... 40
Independent Auditor’s Report
................................................................... 43
Financial Statements
Consolidated Statement of Comprehensive Income ............................................. 49
Consolidated Statement of Financial Position ........................................................... 50
Consolidated Statement of Changes in Equity ........................................................... 51
Consolidated Statement of Cash Flows ....................................................................... 52
Notes to the Consolidated Financial Statements ..................................................... 53
Alternative Performance Measures (Unaudited)
................81
Appendix (Unaudited)
....................................................................................... 82
Group Information
.................................................................................................. 83
Contents.
We strive to compound
shareholders’ capital at
high rates of return.
Castelnau Group Limited was formed by Phoenix Asset Management
Partners Limited in 2020. The listed structure provides the manager with
a permanent capital vehicle with which to make long-term investments
and acquisitions of all structures and sizes.
Castelnau Group
Strategic Report
Castelnau Group Ltd Annual Report 2025
1
Our Mission.
At Castelnau Group we strive to compound
shareholders’ capital at high rates of return.
The higher the better.
We aim to do this by collecting businesses which possess a
competitive advantage, at attractive prices.
Our structure helps us clear away short-term pressures that inhibit
value creation and nurture rational long-term capital allocation
frameworks in our holdings.
Strategic Report
The growth potential of
Castelnau’s businesses is
hugely exciting.
Castelnau Group Ltd Annual Report 2025
2
Castelnau Group Ltd Annual Report 2025
3
Strategic Report
Summary
Information
The Group
Castelnau Group Limited (the “Company”, “Castelnau”
or “CGL”) and its subsidiary (collectively, the “Group” or
“Castelnau Group”) is a Guernsey domiciled closed-
ended investment company which was incorporated
on 13 March 2020 under the Companies (Guernsey)
Law, 2008. The Company is classified as a registered
fund under the Protection of Investors (Bailiwick of
Guernsey) Law, 2020. Its registered office address is
PO Box 255, Les Banques, Trafalgar Court, St. Peter
Port, Guernsey GY1 3QL. The Company’s Ordinary
Shares were admitted to trading on the London Stock
Exchange (“LSE”) on 18 October 2021.
This Annual Report and Audited Consolidated Financial
Statements (the “Financial Statements”) comprise the
financial statements of Castelnau Group Limited and
Castelnau Group Services Limited (incorporated on
14June 2022).
Investment Objective
The Group’s investment objective is to compound
Shareholders’ capital at a higher rate of return than the
FTSE All-Share Total Return Index over the long term.
Investment Policy
The Group will seek to achieve a high rate of
compound return over the long term by carefully
selecting investments using a thorough and objective
research process and paying a price which provides
a material margin of safety against permanent loss of
capital, but also a favourable range of outcomes.
The Group will follow a high conviction investment
strategy. The expertise and processes developed by
the Investment Manager can be applied to all parts of
the capital structure of a business, both private and
publicly quoted. These positions could be represented
by a minority stake, a control position combined with
operational involvement, full ownership of a company,
a joint venture, a loan or convertible instrument, a
short position or any other instrument which allows the
Group to access value.
The Group may select investments from all asset
classes, geographies and all parts of the capital
structure of a business. Both private and public
markets are within the scope of the Group’s
investment policy. The constraints on the Investment
Manager lie in the high standards, strict hurdles and
diligent processes used to select investments. These
constraints help to maximise returns by reducing
mistakes, enforcing a margin of safety and only
accepting investments with a favourable range of
outcomes.
The Group expects to hold a concentrated portfolio
of investments and the Group will not seek to
reduce concentration risk through diversification.
Theopportunity set will dictate the number of holdings
and the weighting of investments in the Portfolio. The
investments with the best return profiles will receive the
largest weightings. The Group will therefore have no set
diversification policies.
The volatility of mark-to-market prices does not
affect the investment process. It is likely that volatility
in the market price of a listed investment will provide
attractive entry or exit points and so investors
should expect high volatility to sit alongside the high
long-term compounding rates that the Group is
aiming to achieve.
The constituents of local indices, the weightings of
investments in these indices and the volatility of the
indices relative to the Group will not affect investment
decisions. It is anticipated that agnosticism towards
local indices will help focus research efforts, decision
making and ultimately investment performance.
The Group may invest directly or through special
purpose vehicles if considered appropriate.
Shareholder Information
As at 31 December 2025, the number of Ordinary
Shares in issue was 333,508,046 (31 December 2024:
322,829,422). For further details, see note 10 to the
Financial Statements.
Castelnau Group Ltd Annual Report 2025
4
Strategic Report
Results and Performance
The results for the year are set out in the Consolidated
Statement of Comprehensive Income.
The Group’s profit before tax for the year amounted to
£45,886,480 (31 December 2024: £81,946,637).
The benchmark is the FTSE All-Share Total Return Index
(“ASX” or the “Benchmark”). The Group’s performance
since Phoenix Asset Management Partners Limited
(“Phoenix” or “PAMP” or the “Investment Manager”) was
appointed is shown below:
Summary Information - continued
Year ended
31 December
2025
pence
Year ended
31 December
2024
pence
Return
%
NAV per Ordinary Share* 112.1 98.3 14.0
Ordinary Share price 94.3 94.0 0.3
Benchmark return 24.0
Source: Bloomberg, Phoenix Asset Management Partners Limited.
The Ongoing Charges ratio was as follows:
Year ended
31 December
2025
%
Year ended
31 December
2024
%
Ongoing charges ratio* 0.42 0.53
* These are Alternative Performance Measures (“APMs”)
Alternative Performance Measures
(“AP Ms” )
The disclosures of performance above are considered
to represent the Group’s APMs. An APM is a financial
measure of historical or future financial performance,
financial position, or cash flows, other than a financial
measure defined or specified in the applicable
financial reporting framework. Definitions of these
APMs together with how these measures have been
calculated can be found on page 81.
Discount/Premium to NAV
The discount/premium of the Ordinary Share price to NAV
per Ordinary Share is closely monitored by the Board.
The Ordinary Share price closed at a 15.9% discount to
the NAV per Ordinary Share as at 31 December 2025
(31December 2024: discount of 4.4%).
Fees
The Investment Management Agreement (“IMA”) with
PAMP creates significant Shareholder alignment, as
PAMP does not earn a management fee but earns a
performance fee only, which is paid in shares, and not in
cash.
The Company’s performance is measured over
consecutive periods of not less than three years (each a
“Performance Period”) and the performance fee is equal
to one-third of the relative outperformance of the NAV
Total Return to the Benchmark for each Performance
Period. The first Performance Period ran from Initial
Admission to 31 December 2024. The fee is calculated
with reference to the audited closing NAV rather than the
average NAV in the fee calculation and no performance
fee will be earned until the NAV per Ordinary Share is
above the original NAV per Ordinary Share at Initial Public
Offering (“IPO”) (100p), adjusted for the performance of
the Benchmark. No performance fees have been earned
to date.
Dividend
No dividend is being issued for the year (31 December
2024: £Nil).
Castelnau Group Ltd Annual Report 2025
5
Strategic Report
Chair’s
Statement
This report covers a twelve-month period from
1January 2025 to 31 December 2025.
During 2025, Castelnau Group continued to make
strategic progress across the portfolio with a sustained
focus on operational improvement, disciplined cost
reduction, and the adoption of technology as a driver
of long-term value creation.
The strategic decision to shift the Group’s focus from
business turnarounds and improvement to owning
cash-generative investments that can benefit from the
Group’s capabilities and network has led to initiatives
to divest holdings that may be better suited to
alternative ownership.
In September 2025, the Group secured a £65 million
three-year revolving facility from Shawbrook Bank
Limited (“Shawbrook”), allowing the repayment of the
£60 million loan from Phoenix UK Fund Limited. The new
facility not only reduced the Group’s ongoing interest
costs but normalised Castelnau’s capital structure. The
transaction was a further step in Castelnau’s maturity
as a business, and Castelnau’s shareholders can take
reassurance that the rigorous diligence and approval
processes were successfully navigated.
We are pleased to have seen the NAV per Ordinary
Share grow from 98.3 pence at the start of the year to
112.1 pence – this 14% growth in NAV has been primarily
driven by our investment in Valderrama Limited
(“Valderrama”) which represented 107.9% of our NAV
at year end. The share price total return was 0.3%, the
price fell during the year reflecting wider UK investment
trust market sentiment but recovered significantly at
the end of the year after an announcement was made
regarding Dignity debt reductions.
The overall share price increase of 0.3% underperformed
the FTSE All-Share Index of 24%.
Strong progress at our largest investment, Valderrama
(Dignity Plc), has continued. The early redemption
of the remaining £39.4 million of Class A notes was
a significant milestone, and the business can now
look past the period of balance sheet repair it has
successfully navigated, and focus on operational
progress and growth initiatives goingforward.
At the start of the year, Dignity Plc (“Dignity”) completed
the acquisition of Farewill Limited (“Farewill”). Since then,
the business has been successfully integrated, with
probate services fully in-housed and cross-selling from
our branches now underway. The ability to provide legal
services and offer a comprehensive end-of-life solution
was a key strategic objective of the acquisition.
The launch of the new “Simplicity” brand in Q4 2025
focused on the direct cremation market, marked
another important growth milestone, with early
customer response proving encouraging.
Establishing Dignity as the authority in the UK on
end-of-life matters remains a core priority, and the
publication of its inaugural State of Dying report
during the year represented a significant step towards
thatambition.
Progress was also made in terms of driving
operational excellence, and associated efficiencies,
notwithstanding this remains an ongoing area of focus.
During 2025, Dignity deployed a new operating system
licensed from Firehawk Funerals Ltd (“Firehawk”),
modernising the care of the deceased process and
delivering meaningful efficiency gains. Dignity is in
the process of acquiring a perpetual licence for the
code, enabling ownership and development of its
own technological end-of-life solutions in the future.
Dignity has also continued to expand its crematoria
proposition, driving market share growth in direct
cremations and progressing a pipeline of new
sites. As fully described in note 18 to the Financial
Statements, Castelnau provided a £15.4 million
guarantee to Dignity’s trustees in respect of rescue
plan assets linked to failed funeral plan providers. Legal
proceedings commenced during the course of 2025 to
recover these assets and are ongoing. Encouragingly,
Dignity was successful in a recent High Court sitting,
and recovery efforts continue, with further sums
expected over time.
Whilst Dignity is by far our largest investment, and
strong progress is being made, there is also clear
progress being made across the wider portfolio.
The year began with a structural change for Hornby
Plc (“Hornby”) following its delisting from the LSE on
10 April 2025. Management has accelerated cost
Castelnau Group Ltd Annual Report 2025
6
Strategic Report
transformation, including completing the relocation
of logistics operations and a broader restructuring
programme. Hornby has a great portfolio of well-loved
brands, all of which we continue to believe have
huge potential, and we are highly supportive of the
company. Hornby has been undergoing a significant
transformation over the past few years, the end goal of
which is to have a series of innovative, entrepreneurial,
profitable brands operating sustainably and
independently, directing their individual brand visions.
More widely across the operating business there has
been a clear focus on driving sustainable growth,
ensuring the cost-bases are appropriate and evolving
the company’s vision in a world that is changing at an
incredible pace. At Iona Star LP (“Iona Star”), we are
excited about the opportunities the team is finding to
deploy capital. It is clear that the team’s experience
and extensive network are giving it access to unique
opportunities. The team’s conviction remains that
high-quality, structured, and accessible data will
continue to be a foundational driver of long-term
competitive advantage and commercial value.
Outlook 2026
In the year ahead, our objectives are to:
• Further support the execution of the growth strategy
at Dignity;
• Continue the move to ownership of cash generative
businesses;
• To use emerging technology and artificial
intelligence (“AI”) capabilities to improve efficiencies
across the Group.
Performance Review
For the twelve months ended 31 December 2025,
Castelnau Group reported a total number of
333,508,046 Ordinary Shares, representing a 3.3%
increase year-on-year. This growth was driven by the
issuance of shares related to the Hornby delisting,
which included an offer to swap Hornby shares
for Castelnau shares (1,056,457 shares) and the
acquisition by Dignity of Farewill which was financed
through a share-for-share exchange with the majority
of Farewill’s shareholders becoming Castelnau
shareholders, in exchange for Castelnau increasing
its ownership of Valderrama from 65% to 66%
(9,622,167shares).
Key metrics include:
• NAV Total Return: +14.0%, underperforming the FTSE
All-Share Total Return Index (+24%).
• Share Price Return: +0.3%, reflecting an
underperformance versus the benchmark (+24%).
Portfolio Performance
• Positive Contributor:
• Valderrama (Dignity Plc): Representing 85.2% of
the portfolio at 31 December 2025, with a +22.4%
investment return.
• Negative Contributors:
• Hornby (-11%), Rawnet Limited (-100.0%), Ocula
Technologies Holdings Ltd (-1%), and Silverwood
Brands Plc (-52%)
Additional insights into investment performance are
detailed in the Alternative Investment Fund Manager
and Investment Manager’s Report.
Thank you for your continued trust and support. If you
would like to get in touch directly with me, as the Chair
of the Board; please email [email protected].
Joanne Peacegood
Chair
20 April 2026
Chair’s Statement - continued
Castelnau Group Ltd Annual Report 2025
7
Strategic Report
Company Sector Holdings
Cost
GBP
Carrying
Amount
GBP
% of net
assets
31 Dec 2025
% of net
assets
31 Dec 2024
Valderrama Ltd (Dignity Plc) Specialised Consumer
Services - Equity
199,853,402 206,688,950 403,258,629 107.9% 103.7%
Hornby Plc* Leisure Products - Equity 97,935,104 40,121,486 18,901,475 5.1% 6.7%
Cambium International Ltd Specialised Consumer
Services - Equity
54,474 35,674,787 17,795,530 4.8% 4.0%
Phoenix S.G. Ltd Speciality Retail - Loan 9,618,295 9,618,295 9,618,295 2.6% 2.0%
Cambium International Ltd Specialised Consumer
Services - Loan
6,580,000 6,580,000 6,580,000 1.8% 3.1%
Ocula Technologies Holdings
Ltd ("Ocula")
IT Services - Equity 1,084,421 1,450,363 5,600,000 1.5% 1.8%
Iona Star LP IT Services - Equity – 5,020,990 5,197,226 1.4% 0.2%
Silverwood Brands Plc**
("Silverwood")
Specialised Consumer
Services - Equity
12,718,500 7,599,247 2,717,943 0.7% 1.8%
Phoenix S.G. Ltd Speciality Retail - Equity 11,156 24,264,787 2,577,369 0.7% 0.3%
Silverwood Brands Plc Specialised Consumer
Services - Loan
855,287 855,287 855,287 0.2% 0.3%
Showpiece Technologies Ltd
("Showpiece")
Internet Retail - Loan 3,096,332 3,000,000 174,805 0.0% 0.1%
Rawnet Ltd ("Rawnet") IT Services - Loan 885,255 885,255 – 0.0% 0.3%
Dignity Plc Specialised Consumer
Services - Loan
– – – 0.0% 0.6%
Rawnet Ltd IT Services - Equity 284,173 2,750,000 – 0.0% 0.5%
Showpiece Technologies Ltd Internet Retail – Equity 8,000 8,000 – 0.0% 0.0%
Total holdings 473,276,559 126.7% 125.4%
Other net liabilities (99,561,312) (26.7%) (25.4%)
Net assets 373,715,247 100.0% 100.0%
* Hornby Plc was a listed company on the LSE until April 2025 when its ordinary shares were voluntarily cancelled from trading. Further discussion on
the cancellation can be found in the Alternative Investment Fund Manager and Investment Manager’s Report.
** As at 31 December 2025, Silverwood Brands Plc was listed on the Aquis Stock Exchange. Its ordinary shares were temporarily suspended in
October 2023 until 1 May 2024. Post year end, in January 2026, its shares were temporarily suspended once again.
All other companies are unlisted companies. All companies have operations focused on the UK market.
Holdings as at
31 December 2025
Castelnau Group Ltd Annual Report 2025
8
Strategic Report
Portfolio Analysis as at
31 December 2025
Sector Percentage of Net Assets
Specialised Consumer Services - Equity 113.4%
Leisure Products - Equity 5.1%
IT Services - Equity 2.9%
Speciality Retail - Loan 2.6%
Specialised Consumer Services - Loan 2.0%
Speciality Retail - Equity 0.7%
Other net liabilities (26.7%)
Total 100.0%
Refer to note 5 and note 17 for additional disclosure on the valuation of the holdings.
-40%
-20%
0%
20%
40%
60%
80%
100%
120%
Specialised Consumer Services - Loan
113.4%
0.7%
2.0%
2.6%
2.9%
5.1%
(26.7%)
Speciality Retail - Loan
Speciality Retail - Equity
Specialised Consumer Services - Loan
Other net liabilities
IT Services - Equity
Leisure Products - Equity
Specialised Consumer Services - Equity
Castelnau Group Ltd Annual Report 2025
9
Strategic Report
For the twelve months to 31 December 2025, NAV Total
Return was +14%, and share price return was +0.3%,
compared to the FTSE All-Share Total Return Index of +24%.
Strategic initiatives in 2025 supported the Group’s core
priorities of capital discipline, operational excellence,
technological advancement and long-term value
creation, as outlined in the Chair’s Statement, and
included:
• Capital discipline and balance sheet strength:
- During the year, Castelnau Group reported a
3.3% increase year-on-year in total number of
Ordinary Shares issued to 333,508,046 shares.
This growth was driven by the issuance of shares
related to the Hornby delisting, which included
an offer to swap Hornby shares for Castelnau
shares (1,056,457shares) and the acquisition by
Dignity of Farewill which was financed through
a share-for-share exchange with majority of
Farewill’s shareholders becoming Castelnau
shareholders, in exchange for Castelnau’s increase
in its ownership of Valderrama (9,622,167 shares).
- During the year, Castelnau secured a
£65 million three-year revolving credit facility
from Shawbrook Bank Limited, replacing the
£60 million Phoenix UK Fund loan. The refinancing
reduced Castelnau’s ongoing interest costs
by c.£2 million per annum, extended maturity,
and normalised the Group’s capital structure,
representing a further step in Castelnau’s
development as a business.
- At Dignity Plc, the early redemption of the
remaining £39.4 million Class A notes completed
a significant deleveraging programme. Since
the end of 2023, approximately £200 million of
debt has been repaid, materially strengthening
the balance sheet and allowing management to
focus on operational delivery and growth.
- Ocula is currently in advanced discussions
regarding an equity fundraise. While the
transaction has not yet been completed, it is
intended to provide additional growth capital to
support the Company’s strategic objectives and
strengthen its financial position.
• Operational excellence and leadership:
- Consistent with the Group’s focus on operational
excellence, leadership quality remains central to
our decentralised operating model.
- During 2025, Dignity appointed a new Chief
Financial Officer to support financial discipline
and capital allocation as the business transitions
into its next phase.
- Hornby also strengthened its executive team
with the appointment of a new CFO, focused
on modernising finance processes, improving
reporting standards, and enhancing working
capital management following its delisting.
• Customer and product innovation:
- Across the portfolio, businesses continued to
invest in innovation to expand their addressable
markets and enhance customer propositions.
- Dignity launched its new Simplicity product in
Q4 2025, targeting the growing direct cremation
segment. Early customer response has been
encouraging and supports the company’s
ambition to expand its addressable market while
maintaining service quality.
- Hornby accelerated product development across
core and adjacent categories, including the new
Airfix Space range and continued development
of premium Pocher models. These initiatives are
designed to revitalise heritage brands, attract
new customers, and strengthen recruitment
categories.
- Ocula moved to an agentic operating model,
transforming its customer journey and interactions.
• Technology and AI enablement:
- The adoption of technology and artificial
intelligence continues to be a key driver of long-
term value creation across the Group.
- Ocula supported both Hornby and Cambium
Group through AI-enabled workflow optimisation
and large-scale product content enhancement.
- Dignity deployed a modern operating system
licensed from Firehawk to enhance operational
efficiency within its care processes and
subsequently secured a perpetual licence for
the code, strengthening long-term control of its
digital infrastructure.
- Cambium successfully relaunched its Wedding
Shop website, migrating all brands into a unified
front-end platform, improving development
efficiency and reducing costs.
The Alternative Investment Fund
Manager (“AIFM”) and Investment
Manager’s Report
Castelnau Group Ltd Annual Report 2025
10
Strategic Report
- AI capabilities are increasingly embedded across finance, operations, marketing and customer service
functions throughout the Group.
• Cost discipline and efficiency:
- Structural, sustainable cost reduction remained a priority across the portfolio, supporting operational
excellence while improving customer outcomes.
- Hornby implemented logistics relocation, supplier renegotiations and organisational restructuring to simplify
operations and improve profitability.
- Cambium removed approximately £3 million of annual costs through automation and operational streamlining,
while Rawnet enhanced delivery efficiency through increased automation and tighter financial discipline.
Entering 2026, the portfolio is positioned with stronger balance sheets, reinforced leadership teams, active innovation
pipelines, accelerating technological capability and leaner cost bases. The focus remains on operational excellence,
disciplined capital allocation and the compounding of long-term value.
Key Financial Metrics
(as of 31 December 2025):
• Net Assets: £373.7 million
• Market capitalisation: £314.3 million
Castelnau Group Track Record Performance
NAV return
%
Share price
total
return
**
%
All-Share
index
**
%
Relative
NAVto ASX
%
2025 14.0 0.3 24.0 (10.0)
2024 35.4 24.5 9.5 25.9
2023 (3.3) 9.4 7.9 (11.2)
2022 (19.8) (34.6) 0.3 (20.2)
2021* (6.5) 5.5 2.5 (9.0)
Cumulative* 12.1 (5.7) 51.2 (39.2)
* From 18 October 2021
** Share price return with dividends reinvested; All-Share index returns with dividends reinvested. Past performance is not a reliable indicator of
future performance.
Source: Bloomberg, Phoenix Asset Management Partners Limited.
The table below reports the portfolio positions and returns between 31 December 2025 and 31 December 2024:
% of GAV* Ownership %
Equity
Return
Combined
Debt &
Equity
Return
Total
Attribution
2025 2024 2025 2024 2025 2025 2025
Valderrama (Dignity Plc) 82.9% 82.5% 65.9% 65.4% 19.0% 19.1% 19.7%
Hornby 3.9% 5.3% 58.2% 54.9% (15.3%) (15.3%) (1.0%)
Cambium 3.7% 3.2% 92.5% 90.3% 3.2% 3.5% 0.3%
Ocula 1.2% 1.4% 40.5% 41.6% (1.1%) (1.1%) 0.0%
Iona Star 1.1% 0.1% 31.7% 45.0% 4.3% 4.3% 0.1%
Silverwood 0.6% 1.4% 29.2% 29.9% (51.7%) (42.1%) (0.8%)
Phoenix S.G 0.5% 0.2% 70.5% 64.1% 145.8% 22.6% 0.8%
Rawnet 0.0% 0.4% 100.0% 100.0% (100.0%) (100.0%) (0.7%)
*GAV represents the gross asset value in the Company.
Source: Phoenix Asset Management Partners Limited.
The Alternative Investment Fund Manager (“AIFM”) and Investment Manager’s Report - continued
Castelnau Group Ltd Annual Report 2025
11
Strategic Report
Performance
Valderrama (Dignity Plc)
In 2025 Dignity shifted focus from balance sheet repair
to operational excellence and growth. Operational
changes to the customer journey, particularly in the
“care of the deceased,” were supported by a new
partnership with Firehawk introducing advanced
tracking and digital operating systems. The rollout of this
technology is already delivering meaningful efficiency
gains, with further modules planned for funeral
arrangers and enhancement of service delivery.
In June 2025, Dignity appointed Emily Tate as Chief
Financial Officer, bringing extensive financial leadership
experience across multiple UK retail and consumer
businesses. Her appointment strengthens the senior
leadership team as Dignity continues to focus on
operational delivery and strategic growth initiatives.
In the crematoria division, Dignity has targeted market
share growth by investing in chapel refurbishments,
video technology, and a pipeline of new crematoria
sites. A revised strategy offering direct cremation to
independent funeral directors delivered strong growth.
The property estate has continued to be rationalised,
with further site closures and freehold disposals
generating useful cash proceeds.
The acquisition of Farewill has led to strategic growth
initiatives in adjacent services. Integration has been rapid
with probate services now in-house, improving margins
and opportunities for referral to will-writing, acquiring
customers at the start of the end-of-life journey. The
rollout of branch referral schemes is creating cross-sell
opportunities, and we believe that legal services can
become a highly profitable division over time.
In Q4 2025, Dignity launched the new Simplicity plan
offering in the direct cremation market, which has
performed well and attracted strong consumer attention.
Dignity has continued to strengthen its financial
position through a full redemption of its remaining
Class A notes funded by a £45 million funeral plan
release. Although EBITDA is expected to be slightly lower
at £43.6 million due to one-offs and investment costs,
debt has significantly reduced and the business is now
trading well above key coverage ratios, enabling cash
to be distributed outside the securitisation.
Dignity continues to pursue the recovery of assets
related to rescues for holders of funeral plans where
the plan providers failed in transition of the market to
Financial Conduct Authority (“FCA”) authorisation. In
2023, Castelnau provided a £15.4 million guarantee to
Dignity’s trustees in respect of rescue plan assets linked
to failed funeral plan providers. Legal proceedings
commenced during the course of 2025 to recover these
assets and are ongoing, with £3.3 million recovered
to date. During December 2025, £6.0 million was paid
under the guarantee, with the remaining £6.1 million
extended to December 2026. Encouragingly, Dignity was
successful in a recent High Court sitting, and recovery
efforts continue, with further sums expected over time.
Further discussion on the financial guarantee can be
found in note 18 to the Financial Statements.
Overall, the company is looking forward to 2026 with
improved operational capabilities, a strengthened
balance sheet and multiple growth platforms across
crematoria, plans, and legal services.
Post year end in March 2026, the Competition and
Markets Authority opened an investigation into Dignity
Group Holdings Limited’s compliance with consumer
protection law in relation to obtaining consumer
reviews about crematoria. No finding has yet been
made as investigations are ongoing.
Hornby
Hornby’s year has been defined by strategic shifts
following its delisting from the London Stock Exchange
after almost forty years on the public markets. The
move has allowed management to focus on running
a leaner, simplified business and accelerating
transformation priorities. Alongside the delisting,
Hornby has taken action to reduce costs, including the
relocation of its logistics operation to the Midlands, and
a restructuring programme with headcount reductions
across key functions. Further significant cost-saving
initiatives remain ongoing.
Hornby has a great portfolio of well-loved brands, all
of which we continue to believe have huge potential,
and we are highly supportive of the company. Hornby
has been undergoing a significant transformation over
the past few years, the end goal of which is to have a
series of innovative, entrepreneurial, profitable brands
operating sustainably and independently, directing
their individual brand visions.
Castelnau Group Ltd Annual Report 2025
12
Strategic Report
The Alternative Investment Fund Manager (“AIFM”) and Investment Manager’s Report - continued
Operational improvements have been a central theme.
Supplier negotiations are progressing well, with better
payment terms and turnover-based rebates expected
to strengthen cash generation and profitability.
Production changes, such as moving Corgi’s
manufacturing from China to Bangladesh, should
deliver meaningful savings. The Midlands warehouse
relocation was not without its challenges but is now
performing in line with expectations and is projected
to generate around £1 million of annual benefit while
improving customer delivery experience.
Despite some revenue headwinds, particularly in
Europe, Hornby has continued to invest in revitalising its
brands and expanding its customer proposition. New
product launches, including Airfix’s Space range and
the Pocher Ferrari pipeline, highlight the opportunity to
attract new collectors through innovation. Sales of core
recruitment categories such as train and racing sets
grew strongly over the Christmas period, supported by
improved digital performance with online sales up 7%.
The business remains focused on driving sales growth
and appealing to new customers.
A notable highlight in promoting the brands was
the Secretary of State for Transport, Heidi Alexander,
revealing the new Great British Railways livery using
a specially produced Hornby ‘OO’ gauge model of
the Class 800 InterCity Express Train in an operational
diorama.
Finally, the group also strengthened its leadership
with the appointment of a new CFO, tasked with
modernising finance and reporting. Overall, Hornby
enters the new year with structural cost reductions
underway, encouraging signs of brand momentum,
and further operational initiatives planned to support
sustainable profitability.
Post year end, Hornby completed the sale of 100%
of the Scalextric business, including its intellectual
property and associated assets, to Scalextric
Motorsports Ltd. on 12 March 2026 for total
consideration of £20.0 million. The consideration
comprised £8.5 million payable in cash at completion
and £11.5 million deferred, payable from future free
cash flow. The transaction represents a significant
milestone in the development of the Scalextric
brand and enables Hornby to realise value from
the business while strengthening its balance sheet.
Proceeds from the transaction are expected to be
used to reduce debt and support investment across
Hornby’s remaining brand portfolio, while the ongoing
operational support provided by Hornby ensures
continuity for the Scalextric business as it enters its next
phase of growth.
Hornby’s valuation movement reflects the difference
between the trading share price as at 31 December
2024 and the delisting price (which was used for the
year end valuation), partially offset by the value of
Hornby shares acquired by Castelnau as part of the
delisting process.
Cambium
Cambium’s year has been focused on efficiency
improvements and a path to profitability using
technology adoption and a materially leaner cost
base. Working with external software partners,
automation and AI have been used to introduce
agentic workflows across the business, for finance,
purchasing and buying. Ocula provided support for
the optimisation of over 20,000 product descriptions
and cost reduction has been substantial with
around £3million of annual costs removed in the
last 12months and nearly £4.3 million over the past
two years, mainly through efficiency-led headcount
reductions and an office move.
During 2025, Cambium made significant progress in
strengthening its financial performance, cutting its
EBITDA loss by approximately 65% compared to the
prior year. This improvement was driven by a materially
leaner cost base and tighter operational execution
across the business.
Wedding gift list registrations grew by 13% year-on-year
(“YoY”) to the end of December 2025. Conversion
remained steady at 41.8% (+0.1 YoY), with gross product
pledges increasing by 1% and cash pledges rising by
15%. The group continued to implement cost-saving
initiatives throughout the quarter, including the
planned reduction in marketing expenditure of c.30%.
This reflects a strategic pivot towards attracting
higher-quality leads with stronger conversion rates
and improved marketing efficiency.
Castelnau Group Ltd Annual Report 2025
13
Strategic Report
The quarter also marked the successful relaunch of
The Wedding Shop website. This forms a key part of
the broader strategy to consolidate all brands onto
a single front-end platform, improving development
productivity while lowering long-term technology costs
and reducing headcount requirements.
In December 2025, a debt-for-equity swap increased
Castelnau’s ownership from 90% to 92%, normalising
the capital structure as Cambium continues its
transition toward sustainable profitability.
Ocula
As the market for AI products continues to evolve
rapidly, Ocula’s focus in 2025 was the transition to
an agentic model of service. A trend towards more
personal and bespoke customer experience is also
driving usage and output-based revenue rather
than purely subscription based. Initial licenses are
expected to be smaller, reducing headwinds to sales,
and provide significant headroom for expansion as
adoption deepens, and growing the size of the licenses
is a key focus of management going forwards.
The key product coming out of Ocula Boost is the
Copywriter Agent, which allows customers to shape,
review and approve high-quality copy in a more
autonomous and scalable way. Adoption of the
self-serve, agentic product grew through the second
half of the year, with enterprise customers onboarded
and sustained usage across the quarter.
A number of high-profile clients have been added,
including Marks and Spencer Plc and a further large
national retailer. While Ocula did see some churn in
non-core customers, the pipeline remains promising.
Ocula is currently in advanced discussions regarding
an equity fundraise. While the transaction has not yet
been completed, it is intended to provide additional
growth capital to support the Group’s strategic
objectives and strengthen its financial position,
providing a cash runway for the next 24 months.
We were pleased to see Ocula win the Hyer Breakthrough
Culture Award during the period, highlighting their strong
focus on their people and culture.
Phoenix S.G. Limited / Stanley Gibbons Baldwins
(“SGB”)
Stanley Gibbons Baldwins had a strong performance
in 2025 compared to the turbulent post-administration
period in 2024. 2025 revenue exceeded £12 million
which, while 7.5% below an ambitious budget, was
up 34% on the prior year, with an EBITDA loss of
c.£0.9million versus a loss of £1.95 million in the
previous year.
The newly launched SGB auction website went live
during August 2025, with positive customer feedback
on the improvements. One of the key long-term
growth levers of the business is that they continue to
expand the auction house into adjacent collectibles
categories, allowing the business to grow sustainably
and leverage its well-known brand and expertise.
The comic book category was launched with the first
comic auctions during Q4 2025, and post-year end the
first banknotes auction was held.
Dealing activities remain the key division generating
£8.4 million of revenue, £2.7 million higher than
last year. Stamp dealing benefited from strong
private-treaty sales and bullion margins remained
stable at around 11%.
Whilst the bullion business has grown and is making a
contribution to the business, growth has not come as
quickly as had been anticipated. Expectations around
the scale that the bullion business can achieve were
revised down.
The Digital Catalogue, a key component of future
value, progressed on track with an MVP launch in H2
2025 and several new features were deployed by the
year end. Engagement across user interviews and
surveys has been strong. While feedback on data
quality remains very positive, it is clear that further
functional enhancements are required before SGB can
successfully implement a premium pricing structure
and this will be a key focus going forward.
Iain Murphy, previously Head of Auctions at SGB, was
promoted in Q1 2025 to the role of Chief Executive
Officer. This promotion reflects the importance of the
auction business, with Iain bringing deep expertise in
auctions alongside broader leadership responsibilities
across the business.
Castelnau Group Ltd Annual Report 2025
14
Strategic Report
The Alternative Investment Fund Manager (“AIFM”) and Investment Manager’s Report - continued
At the end of June 2025, the final payment was made to
the administrators of SGB, which is one of the final steps
to concluding the administration period and allowing
SGB to put that period of its history firmly behind it.
Silverwood
Silverwood has been focused on driving organic
growth across its portfolio through wider distribution,
product innovation and improved marketing
effectiveness. Balmonds achieved a major milestone
with the successful launch of its flagship products in
Boots UK Limited, now established in over 300 stores
and online, alongside an expanded partnership
with Holland & Barrett International Limited that has
significantly broadened UK reach. Balmonds also
introduced new eczema-friendly sunscreen products
in response to customer demand and is exploring
international expansion opportunities, including in
Germany via Amazon.com, Inc. and an initial market
test in China. Performance targets for the contractual
earn-out arranged during the Balmonds’ acquisition
were met during the year, leading to a share issuance.
NBY London (“Nailberry”) continued to build momentum
through new product development and distribution
growth. Expansion into the US, while slower than
expected initially, is now delivering strong e-commerce
growth. In the UK, Nailberry increased its presence
through regional department stores and launched a
new bio-sourced formula, positioning the brand as
75% plant-based and free from a wide range of toxins,
strengthening its marketing proposition. Nailberry also
made a notable entry into Japan’s online shopping
channel market, selling 3,000 units in just 10 minutes.
Steamcream undertook a rebranding exercise which
lays the groundwork for future international expansion,
showing early success with new retail display formats.
The group also continued to explore acquisition and
partnership opportunities within the beauty sector,
including a distribution partnership with skincare
brandLixirskin.
The year ended with a temporary suspension of
trading in Silverwood’s shares on Aquis Stock Exchange,
effective 2 January 2026, due to delays in audited
results, caused by technical accounting conversion
issues from Japanese Generally Accepted Accounting
Principles to International Financial Reporting Standards.
Notwithstanding the operational progress achieved
during the year, Silverwood’s valuation declined by
approximately 52% from revenue targets not being
achieved in the year and amendments to contingent
considerations. This performance does not fully reflect
the underlying fundamentals or progress across the
group and was influenced by a combination of factors,
including a transition period for the recent acquisition of
Cosme Science, out-of-date sales channels for some
products and delays in some launches.
Although Silverwood continues to evolve and pursue
new product growth and marketing initiatives as part
of its forward strategy with key members being added
to strengthen the team, the valuation reflects a more
cautious outlook.
Silverwood remains suspended as it continues to
resolve delays in the finalisation of audited results and
progress the requirements necessary for re-admission
to trading.
Rawnet
Rawnet’s equity valuation remained £Nil at year end,
following the full write-off recognised in H2 2025. In
addition, the loan balance of £0.75 million was fully
impaired to £Nil, reflecting an expected credit loss
provision. These changes reflect continued pressure
on the sector in general, and the change in strategic
direction during the course of the year away from
development services. There was weaker-than-
expected trading in early 2025, with reduced revenue
run-rates leading to ongoing operating losses at the
current cost base, alongside a deterioration in its
balance sheet, including increased liabilities.
Notwithstanding these pressures in 2025, it is important
to take into account the significant restructuring and
leadership changes that took place in Q3 2024. Rawnet
entered 2025 focused on new business generation and
client retention. The business continued to evolve its
delivery model through increased use of automation
and partners, and secured a number of competitive
wins during the year with the business finishing the
year with a materially healthier cashflow and profit
run-rate than it entered it.
Castelnau Group Ltd Annual Report 2025
15
Strategic Report
Iona Star
Iona Star closed the year with £35.1 million in total
commitments, with £14 million deployed at year end.
Through the year, they also made good progress
building a strong pipeline of investment opportunities
and completing capital deployments – they now have
11 investments in the portfolio.
The Iona Star team also provided operational support
for their portfolio companies, not only to accelerate
their early growth trajectories, but also to lay the
groundwork for follow-on investment rounds, expected
to unlock incremental value.
Some of the investment highlights have been:
• Craxel, a US software company that delivers
solutions with speed and efficiency for the world’s
large-scale data, analytics, and AI problems
• Cubig Corporation, a Seoul-based database
company whose value proposition centres on
being a comprehensive, technologically advanced
synthetic data solutions provider with strong
strategic positioning in a rapidly expanding market
• Fintech Hyperlayer, led by ex-Morgan Stanley
International chief Rob Rooney, whose mission is to
help established banks compete with digital first rivals
• Company A, which is pioneering the
commercialisation of gaming-generated
behavioural data
• Zitcha, a business enabling omnichannel retailers to
build and scale retail media networks
• Ulysses, which is developing a novel approach
to real-time signal processing with potential
applications across financial services, federal
systems, and edge AI.
One of the key drivers in finding opportunities is the wide
background and experience of the company’s founders.
These relationships allow them to offer assistance
to investee companies from both a technological
roadmap and commercialisation standpoint. In an
environment where there is often more capital chasing
for the best opportunities, this can be the difference
between making it into the investor base or being
excluded – sometimes it even aids making it into
funding rounds in advance on preferential rates.
Iona Star’s conviction is that high-quality, structured,
and accessible data will continue to be a foundational
driver of long-term competitive advantage and
commercial value. Real-world model data, advanced
data generation and enrichment approaches, and
technologies that improve how complex, multimodal
datasets are governed and consumed will be key
areas of focus going forward.
During the year, the Group made contributions to
Iona Star of £4,384,626 resulting in future undrawn
commitments at year end of £4,979,010.
Showpiece
During 2025, a decision was taken to exit the
fractionalised asset market, with Showpiece now subject
to a managed wind down following performance below
expectations. This is reflected in the reduction in the
carrying value of the loan from £0.4 million at half year
to £0.2 million at year end, with no value attributed to
the equity. The remaining value reflects expectations of
recoveries from the underlying assets over time.
Showpiece will not acquire further assets and is
instead focused on an orderly realisation of its
existing portfolio. In February 2026, post year end,
one asset – the Darwin Origin of Species book – was
sold following approval from fractional owners, with
proceeds returned accordingly.
Phoenix Asset Management Partners Ltd.
20 April 2026
Castelnau Group Ltd Annual Report 2025
16
Strategic Report
2025 Review
2025 was a cathartic year for Castelnau. It was a year
in which we sharpened our thinking about where we
can add the most value and, just as importantly, where
we do not. Castelnau Group was set up to be the
vehicle for Phoenix’s unlisted investment activity, and
although we are no longer trying to build a business
turnaround and improvement capability, we still
believe that the Phoenix investment team can create
value in unlisted investments. Our strategy is to own
businesses that are profitable and self-funding, make
sure they are well led and then use all the benefits
of our in-house capabilities and network of business
contacts to assist them. Dignity is an exemplar of that
in action.
Where the original strategy had not succeeded was
in building a repeatable framework for taking failing
businesses and turning them around. Repeatability
matters. While we have improved the businesses we
own, we have not seen evidence that this is an area
in which our effectiveness compounds with time.
As a result, we have refined our strategy to focus
on profitable, self-funding businesses with positive
organic growth, where leadership quality is high and
where our decentralised model can genuinely support
long-term value creation.
The most visible progress during the year has been
at Dignity. The business has moved into a phase
of operational modernisation and growth. Various
foundations for future growth were laid during
the year – from the move into legal services, and
launch of Simplicity Cremations to the operational
improvements and efficiencies that should come from
the rollout of the Firehawk system the IP of which is
currently being acquired. The final repayment of the
Dignity Class A notes was clearly a great milestone,
with c.£200 million of debt repaid since the end of 2023.
Technology remains a defining driver of our strategy.
The adoption of automation, AI and increasingly
agentic workflows is becoming embedded across the
portfolio. Used well, these tools enhance scalability while
supporting high-quality customer propositions rather
than undermining them. The real value lies not in theory
but in implementation, particularly when businesses are
operating at full speed and change affects the people
closest to customers. What we learn through doing is
what becomes transferable across the group.
Leadership and culture remain central to everything
we do. Business transformation is not achieved simply
through systems and processes alone; it requires
alignment behind modern ways of working and a clear
sense of purpose. We have continued to attract some
highly experienced executives to the group and see
this as a core area of focus going forward.
As we move into 2026, our focus increasingly shifts
toward portfolio companies becoming self-sustaining
and generating distributable capital that can be
redeployed. We are not seeking turnarounds or
structurally loss-making businesses. Instead, we focus
on building a portfolio of high-quality companies where
operational excellence, prudent capital allocation and
long-term growth can compound value over time.
After many years of investing, I have learned that the
periods that feel the most constructive are often those
preceded by uncomfortable reflection. 2025 involved
a great deal of learning by doing. Those lessons are
now embedded, and we enter 2026 with clearer
priorities, stronger foundations, and a growing sense of
momentum.
Gary Channon
Chief Investment Officer
Phoenix Asset Management Partners Ltd.
20 April 2026
Statement from the CIO
of the Investment Manager
Strategic Report
Governance
We intend to
conduct ourselves
at all times with
integrity and
fairness.
Castelnau Group Ltd Annual Report 2025
17
Governance
Castelnau Group Ltd Annual Report 2025
18
Board Members
Biographical details of the Directors are as follows:
Joanne has over 25 years of experience in the financial services/asset
management sector. Joanne is a non-executive director with a portfolio
of clients including Financial Services and Operating Businesses. Joanne’s
portfolio includes Listed, Private Equity, Debt, Utilities, Renewables, Hedge,
Real Estate and Asset Managers. Prior to becoming a non-executive
director, Joanne worked for PwC in the Channel Islands, UK and Canada
and held leadership roles in Audit, Controls Assurance, Risk & Quality and
Innovation & Technology.
Joanne is a Fellow Chartered Accountant with the Institute of Chartered
Accountants in England and Wales, graduating with an honours degree in
Accounting and holds the IOD Diploma. Joanne is the Chair of the Guernsey
International Business Association and the past Chair of the Guernsey
Investment & Fund Association. Joanne resides in Guernsey.
Directorships in other public listed companies:
NextEnergy Solar Fund Limited, London
Volta Finance Limited, London & Euronext
Joanne Peacegood
(Independent Chair)
(aged 48)
Andrew is an experienced director and currently sits on several investment
manager and investment fund boards specialising in debt, venture,
renewables and buyouts. Andrew has over 20 years of experience in the
investment sector and the funds industry.
Andrew is currently the Managing Director of Aver Partners, having
previously been Managing Director at Ipes (Barings/Apex) and preceding
that, Managing Director at Capita (Sinclair Henderson/Link). He has
held senior management roles at Moscow Narodny (VTB Capital), DML
(Halliburton) and qualified whilst at Midland (HSBC/Montagu).
Andrew graduated from Cardiff University and Aix-Marseille Université. He is
a Chartered Management Accountant and is a Member of the Chartered
Institute for Securities and Investment (CISI). Andrew is currently Chair of
the British Venture Capital Association (BVCA) Channel Islands Working
Group and a member of the Association of Investment Companies’ (AIC)
Technical Committee. He is a previous Chair of the Guernsey Investment
Fund Association (GIFA), Council member of Guernsey International
Business Association (GIBA), member of the Association of Real Estate
Funds (AREF) Regulatory Committee and of Invest Europe’s (formally
European Venture Capital Association’s (EVCA)) Technical Group.
Directorships in other public listed companies:
None.
Andrew Whittaker
(Independent Non-Executive
Director)
(aged 52)
Governance
Castelnau Group Ltd Annual Report 2025
19
Joanna has over 30 years’ experience working in the finance industry in
Guernsey. Joanna is a Director of Altum (Guernsey) Limited, having previously
been Chief Executive Officer of Elysium Fund Management Limited, from its
formation in 2006 to January 2025. The Altum Group acquired Elysium in
January 2025. Prior to that, Joanna was a Director and the Company Secretary
of Collins Stewart Fund Management Limited where she worked on, and led,
numerous corporate finance assignments and stock exchange listings in
addition to undertaking fund administration and company secretarial duties.
Joanna has extensive experience in the provision of best practice corporate
governance and company secretarial services to a diverse range of companies
traded on the AIM market of the London Stock Exchange, listed on the Main
Market of the London Stock Exchange, Euronext and The International Stock
Exchange. Joanna qualified as an associate of The Chartered Governance
Institute UK & Ireland (ICSA) in 1994 and was elected to Fellowship in May 2023.
Directorships in other public listed companies:
MAN AHL Diversified PCC Limited, International
Joanna Duquemin
Nicolle
(Independent Non-Executive
Director)
(aged 55)
Richard has almost 20 years of experience across a range of areas of the
finance industry. Having graduated with a BSc in Psychology, he qualified
as a chartered accountant at KPMG. Subsequently, Richard began working
in investment banking at Barclays, Peel Hunt, then latterly at Morgan
Stanley before moving into investment management. During Richard’s time
in investment banking he advised firms ranging from FTSE 50 to private
companies, across both M&A and capital markets transactions. Richard
currently acts as a non-executive director on the board of Dignity Plc.
Directorships in other public listed companies:
None
Richard Brown
(Non-Independent Non-Executive
Director)
(aged 41)
David resigned from the Board effective 31 December 2025. David
Stevenson is a columnist for the Financial Times, Citywire and Money Week
and author of a number of books on investment matters. He was the
founding director of Rocket Science Group. Up to the date of his resignation,
he was a director of Aurora UK Alpha Plc (formerly Aurora Investment Trust
Plc), Secured Income Fund Plc, Gresham House Energy Storage Fund Plc,
AltFi Limited and Workspace Group Plc, and a strategy consultant to a
number of asset management firms and investment banks.
David Stevenson
(Non-Independent Non-Executive
Director)
(aged 59)
Governance
Castelnau Group Ltd Annual Report 2025
20
Lady Robathan was appointed to the Board post year end on 1 January
2026. She has over 20 years of experience in investment management and
governance across both the private and public sectors. She is currently an
Independent Non-Executive Director of Aurora UK Alpha Plc, and has served
as a Trustee of Westminster Almshouses since 2010.
Her prior experience includes serving as Leader of Westminster City
Council (2020–2022), where she oversaw major strategic initiatives and
public-sector investment programmes, and as a Member of the Royal
Parks Investment Committee. Earlier in her career, Lady Robathan worked in
emerging markets investment management, developing deep expertise in
portfolio oversight, stakeholder engagement, and long-term value creation.
Directorships in other public listed companies:
Aurora UK Alpha Plc, London
Lady Rachael
Robathan
(Non-Independent Non-Executive
Director)
(aged 64)
Board Members - continued
Governance
21
Castelnau Group Ltd Annual Report 2025
The Directors present their Annual Report and Audited
Consolidated Financial Statements for the year ended
31 December 2025.
Refinancing Arrangements
On 10 September 2025, an agreement was reached
on a new £65 million 3-year senior secured revolving
loan facility with Shawbrook Bank Limited, secured by
£276 million of specific assets of the Company as at
31 December 2025, at an interest of 3.9% above the
Sterling Overnight Interbank Average Rate (“SONIA”).
The loan was initially drawn to repay the existing
£60 million loan from Phoenix UK Fund Limited and
associated costs of the refinancing, and will result in
significant interest cost savings for the Group.
Issue of Ordinary Shares
During the year, the Group entered into two
share-for-share exchanges which resulted in the
issuance of a total of 10.7 million Ordinary Shares.
In relation to the acquisition of Farewill Limited by
Dignity Ventures Limited, the Group issued 9.6 million
Ordinary Shares. The acquisition was financed through
a share-for-share exchange, which resulted in the
Group acquiring an additional 5.6 million shares in
Valderrama Limited, the joint venture with Sir Peter
Wood’s SPWOne V Limited that holds Castelnau’s
stake in Dignity. The transaction increased the Group’s
ownership of Valderrama’s issued share capital from
65% to 66%.
The Group issued a further 1.1 million Ordinary Shares
through a share-for-share exchange to the
shareholders of Hornby Plc who elected to convert their
shares into Castelnau shares, following the voluntary
cancellation of admission of ordinary shares approved
by Hornby shareholders. Following the share exchange,
the Group increased its ownership of Hornby’s issued
share capital from 54.9% to 58.2%.
For additional details on the transactions, refer to the
AIFM and Investment Manager Report on page 9.
Castelnau Group Services Limited
Castelnau Group Services Limited (“CGSL”), the 100%
subsidiary of the Castelnau Group, retained the
services of an average of six staff during the year to
31 December 2025, all deployed to portfolio companies
or to PAMP.
Dividend Policy
The Group has no stated dividend target. The Group’s
investment objective is one of capital growth and it
is anticipated that returns for Shareholders will derive
primarily from capital gains. The Group will target a Net
Asset Value total return of 10-15% above the return on
the FTSE All-Share Total Return Index per annum and
a minimum absolute Net Asset Value total return of
20% per annum.
Investors should note that the target returns stated
above are targets only and not a profit forecast. There
may be a number of factors that adversely affect the
Group’s ability to achieve the target returns and there
can be no assurance that the target will be met.
Borrowing Policy
There is no limit in the Articles on the level of gearing
which the Group can employ. Whilst the Group does
not currently expect to have long-term gearing as
part of its strategy, any such gearing utilised would be
expected to be below 50% of the Group’s gross asset
value (including undrawn capital commitments),
in each case measured at the time of investment.
The Board may, however, approve a higher level of
gearing from time to time, in circumstances where the
Investment Manager recommends it should do so on
an opportunistic basis.
Going Concern
The Directors have assessed the Group’s ability to
continue as a going concern, taking into account its
investment objective (as set out on page 3), financial
risk management strategies, and principal risks.
Directors’
Report
Governance
22
Castelnau Group Ltd Annual Report 2025
As part of this assessment, the Directors note that the
Group currently has loan liabilities of £81.3 million. This
is following the refinancing of £60 million during the
year through a new £65 million facility with Shawbrook
Bank Limited. The additional headroom available
under this facility will provide the ability to fund interest
payments and facility costs over the next six months.
The remaining £14 million loan facility was extended
by 3 years, ensuring that the Group retains access to
additional cash resources, if required.
At 31 December 2025, the Group’s total assets were
£478.7 million, predominantly comprising private
investments. While these assets are illiquid by nature,
they could be realised if necessary to meet the Group’s
obligations, including debt repayment.
Having considered the refinancing arrangements,
available borrowing facilities, the liquidity and value
of the Group’s asset base, and the expected income
profile, the Directors are satisfied that the Group has
sufficient resources to continue operations and to
meet its liabilities as they fall due for at least twelve
months from the date of approval of the Financial
Statements. No material uncertainties in respect of the
Group’s ability to continue as a going concern have
been identified. Accordingly, the Financial Statements
have been prepared on a going concern basis.
Investment Manager
The Investment Management Agreement with PAMP
creates significant shareholder alignment, as PAMP
does not earn a management fee, but earns a
performance fee only, which is paid in shares and not
in cash. The performance fee period is three years and
is equal to one-third of the relative outperformance
of the NAV Total Return over the FTSE All-Share Total
Return Index for each Performance Period.
The Board considers that the interests of Shareholders,
as a whole, are best served by the ongoing
appointment of the Investment Manager to achieve
the Company’s investment objectives.
Alternative Investment Fund Manager
(“AIFM”)
PAMP has been investing in UK listed equities for
25 years using a “value investing” approach to buy
high-quality businesses at attractive prices. PAMP
has delivered excellent long-term investment returns
since being set up by Gary Channon in 1998. PAMP
also manage the Aurora Investment Trust Plc and
the Huginn Fund. Shareholders can view the historic
track record of the Phoenix UK Fund here: https://www.
phoenixassetmanagement.com/investment-vehicles/
phoenix-uk-fund#past
PAMP’s investment process aims to identify great
businesses and management through intensive
primary research. PAMP is known for the depth of its
research which can often last many years before
making an investment. Once an investment is
made, the investment team maintains this intensive
approach to research by closely monitoring the
investments.
PAMP has an investment philosophy and approach
that is inspired and influenced by some of the great
investors such as Warren Buffett, Phil Fisher, Charlie
Munger and John Maynard Keynes. These philosophies
have been built into a “Phoenix approach”, which
PAMP has continuously refined using experience
of application and analysis and learning. This has
turned the philosophical approach into a proprietary
technical approach which has been applied to the
investments managed by PAMP and has helped to
deliver long-term outperformance.
This philosophy and approach are the bedrock for
the approach which Castelnau also takes. However,
this has been further developed in order to be more
applicable to entities which we control or are able to
give greater assistance to. More information about
this is included in our quarterly investor reports which
can be found here: https://www.castelnaugroup.com/
investor-relations#reports-factsheets
Directors’ Report - continued
Governance
23
Castelnau Group Ltd Annual Report 2025
The Investment Management Agreement dated
23 September 2021, and amended 31 May 2024,
between the Company and the Investment Manager,
pursuant to which the Investment Manager is
appointed to act as the Company’s Alternative
Investment Fund Manager for the purposes of the UK
AIFM Regime, and accordingly the Investment Manager
is responsible for providing portfolio management and
risk management services to the Company, subject to
the overall control and supervision of the Directors. The
Investment Manager, in its capacity as the Company’s
Alternative Investment Fund Manager, will also make
the relevant notifications for the marketing of the
Ordinary Shares in the United Kingdom and elsewhere
(if required).
Shareholders may be interested in reading the historic
track record of the Phoenix UK Fund since inception,
which is an Appendix at the back of the Annual Report
and Audited Consolidated Financial Statements.
Building on PAMP’s experience of investing in private
companies and companies where they have control
or influence, the Investment Manager has built a
“Castelnau Toolbox”, essentially a way of standardising
PAMP’s critical knowledge and techniques that can be
applied to a specific type of investee company, which
can be assessed and improved through application
over time.
Control of the Level of Ongoing
Charges
The Board monitors the Group’s operating costs
carefully. Based on the Group’s average net assets
for the year ended 31 December 2025, the Group’s
ongoing charges figure calculated in accordance
with the Association of Investment Companies (“AIC”)
methodology was 0.42% (2024: 0.53%). As the size of
the Group grows, the Board will manage expenses with
the intention of keeping costs down and reducing the
ongoing charge ratio accordingly.
Custodian and Depositary
Custody and Depositary services are provided by
Northern Trust (Guernsey) Limited (the “Depositary”).
The Depositary was appointed on 18 October 2021.
The terms of the Depositary agreement allow the
Depositary to receive professional fees for services
rendered. The Depositary agreement includes
custodian duties. For additional information, refer to
note 13 to the Financial Statements.
Directors
The Directors of the Group during the year and at the
date of this Report are set out on page 83.
Directors’ and Other Interests
The Directors of the Group held the following Ordinary Shares beneficially:
31 December
2025
Number of
Ordinary Shares
31 December
2025
% of issued
share capital
31 December
2024
Number of
Ordinary Shares
31 December
2024
% of issued
share capital
Joanne Peacegood 31,344 0.01% 31,344 0.01%
Andrew Whittaker 40,000 0.01% 40,000 0.01%
Joanna Duquemin Nicolle 75,000 0.02% 75,000 0.02%
David Stevenson* – – – –
Richard Brown** 39,000 0.01% 21,344 0.01%
* David Stevenson resigned on 31 December 2025.
** Richard Brown purchased 17,656 Ordinary Shares on 14 November 2025.
Governance
24
Castelnau Group Ltd Annual Report 2025
Corporate Governance
The Board is committed to high standards of corporate
governance and has implemented a framework
for corporate governance which it considers to be
appropriate for an investment company in order
to comply with the principles of the UK Corporate
Governance Code (the “UK Code”). The Group is
also required to comply with the Code of Corporate
Governance (the “GFSC Code”) issued by the Guernsey
Financial Services Commission.
This Corporate Governance Statement, together with
the Going Concern Statement, Viability Statement and
the Statement of Directors’ Responsibilities set out on
pages 38 to 39, indicates how the Group has complied
with the principles of good governance of the UK Code
and its requirements on Internal Control.
The Group is a member of the AIC and by complying
with the AIC Code of Corporate Governance (the “AIC
Code”) is deemed to comply with both the UK Code
and the GFSC Code. The Board has considered the
principles and recommendations of the AIC Code and
considers that reporting against these will provide
better information to Shareholders. To ensure ongoing
compliance with these principles, the Board reviews a
report from the Corporate Secretary at each quarterly
meeting, identifying how the Group is in compliance
and identifying any changes that might be necessary.
The AIC Code is available on the AIC’s website, www.
theaic.co.uk. The UK Code is available in the Financial
Reporting Council’s website, www.frc.org.uk.
Since listing on the London Stock Exchange’s Main
Market on 18 October 2021, the Group has complied
with the recommendations of the AIC Code and thus
the relevant provisions of the UK Code, except as set
out below.
The UK Code includes provisions relating to:
• The role of the Chief Executive, as required by
principle G and provision 9;
• Executive Directors’ remuneration, as required by
principle Q and provision 40;
• Annually assessing the need for an internal audit
function, as envisaged by principle M and provision
25; and
• Senior Independent Director, as envisaged by
principle G and provision 12.
It is acknowledged in the UK Corporate Governance
Code that some of its provisions may not be relevant
to externally managed investment companies (such
as the Group). The Board does not consider that the
above provisions are relevant to the Group. The Group
will therefore not comply with these provisions.
Whilst the Group will seek to comply with the AIC Code
as far as practicable, it is likely that it will not be able
to comply with all of the AIC Code requirements. In
particular, in relation to the Director appointed by the
holder of the B Share, this Director will be appointed
by the Investment Manager and therefore will not
be entirely independent of the Investment Manager.
Further, such Director will not be subject to annual
re-election. In addition, the holder of the B Share has
the power to ensure that no Directors are removed or
appointed without its consent.
The Administrator maintains a system of internal
control on which it reports to the Board. The Board
has reviewed the need for an internal audit function
and has decided that the systems and procedures
employed by the Administrator provide the assurance
that a sound system of risk management and internal
control should. An internal audit function specific to the
Group is therefore considered unnecessary.
Role, Composition and Independence
of the Board
The Board is the Group’s governing body and has
overall responsibility for maximising the Group’s
success by directing and supervising the affairs of
the business and meeting the appropriate interests
of Shareholders and relevant stakeholders, while
enhancing the value of the Group and also ensuring
protection of investors. A summary of the Board’s
responsibilities is as follows:
• statutory obligations and public disclosure;
• strategic matters and financial reporting;
• risk assessment and management including
reporting compliance, governance, monitoring and
control; and
• other matters having a material effect on the Group.
Directors’ Report - continued
Governance
25
Castelnau Group Ltd Annual Report 2025
The Board’s responsibilities for the Annual Report and
Audited Consolidated Financial Statements are set
out in the Statement of Directors’ Responsibilities on
pages38 to 39. Biographies for all the Directors can be
found on pages 18 to 20.
During the year, the Board consisted of five
non-executive Directors, with one resigning effective
31 December 2025, and all of whom have diverse
skill sets and experience. Three of the five Directors
are considered to be independent of the Investment
Manager and as prescribed by the AIC Code. The
Board does not consider it appropriate to appoint
a Senior Independent Director at this time because
the majority of the Directors are deemed to be
independent of the Group. The Board considers that
it has the appropriate balance of diverse skills and
experience, independence and knowledge of the
Group and the wider sector, to enable it to discharge
its duties and responsibilities effectively and that no
individual or group of individuals dominates decision
making.
The Chair is responsible for leadership of the Board
and ensuring its effectiveness. The Chair is Joanne
Peacegood. The Chair of the Board must be, and is
considered to be, independent for the purposes of
Chapter 11 of the Listing Rules.
The Board needs to ensure that the Annual Report and
Audited Consolidated Financial Statements, taken as
a whole, is fair, balanced and understandable and
provides the information necessary for Shareholders
to assess the Group’s position and performance,
business model and strategy. In seeking to achieve
this, the Directors have set out the Group’s investment
objective and policy and have explained how the
Board and its delegated Committees operate and
how the Directors review the risk environment within
which the Group operates and sets appropriate risk
controls. Furthermore, throughout the Annual Report
and Audited Consolidated Financial Statements, the
Board has sought to provide further information to
enable Shareholders to have a fair, balanced and
understandable view.
The Board has contractually delegated responsibility
for the management of its investment portfolio, the
arrangement of custodial and depositary services
and the provision of administration, accounting,
registrar and company secretarial services including
the independent calculation of the Group’s NAV and
the production of the Annual Report and Audited
Consolidated Financial Statements which are
independently audited.
The Board is responsible for the appointment and
monitoring of all service providers to the Group.
The Directors are kept fully informed of investment
and financial controls and other matters by all service
providers that are relevant to the business of the Group
and should be brought to the attention of the Directors.
The Nominations Committee regularly reviews the
structure, size and composition (including the skills,
knowledge, experience and diversity) of the Board as a
whole and makes recommendations to the Board with
regard to any changes.
The Board has a breadth of experience relevant to the
Group and the Directors believe that any changes to
the Board’s composition can be managed without
undue disruption. With any new director appointment
to the Board, consideration will be given as to what
induction process is appropriate.
Directors’ Attendance at Meetings
The Board holds quarterly Board meetings to discuss
matters including portfolio performance, strategy,
dividend policy, structure, finance, corporate
governance, marketing, risk management, liquidity,
compliance, asset allocation and gearing, contracts
and Group performance. The quarterly Board meetings
are the principal source of regular information for the
Board enabling it to determine policy and to monitor
performance, compliance and controls but these
meetings are also supplemented by communication
and discussions throughout the year.
A representative from each of the Investment Manager,
AIFM, Administrator and Corporate Broker attends
each Board meeting either in person or by telephone
thus enabling the Board to fully discuss and review the
Group’s operation and performance. Each Director has
Governance
26
Castelnau Group Ltd Annual Report 2025
direct access to the Portfolio Manager and Company
Secretary and may, at the expense of the Group, seek
independent professional advice on any matter. Both
appointment and removal of these parties are to be
agreed by the Board as a whole.
The Audit Committee meets at least four times a year,
the Management Engagement Committee (“MEC”)
and Remuneration and Nomination Committee meet
at least once a year. In addition, ad-hoc meetings of
the Board to review specific items between the regular
scheduled quarterly meetings can be arranged.
Between formal meetings, there is regular contact with
the Portfolio Manager, AIFM, Administrator, Custodian
and Depositary and the Corporate Broker.
Although some of the Directors hold other listed Board
positions, the Board is satisfied that they have sufficient
time to carry out their duties for the Group as evidenced
by their engagement and attendance at the Board and
Audit Committee meetings during the year.
At the Board meetings, the Directors review the
management of the Group’s assets and liabilities and
all other significant matters so as to ensure that the
Directors maintain overall control and supervision of
the Group’s affairs.
Appointment and Retirement of
Directors
Subject to the Companies Law and the Articles, the
Directors shall have power at any time, and from
time to time, without sanction of the Group in general
meeting but subject to receiving the written consent
of the holder of the B Share, to appoint any person to
be a Director, either to fill a casual vacancy or as an
additional Director. Any Director so appointed shall
hold office only until the next following annual general
meeting and shall then be eligible for re-appointment.
Subject to the Companies Law and the Articles, the
Group may by ordinary resolution appoint any person
as a Director; and remove any person from office as
a Director and there shall be no requirement for the
appointment or removal of two or more Directors to
be considered separately. A Director may resign from
office as a Director by giving notice in writing to that
effect to the Group. There is no age limit at which a
Director is required to retire. At each annual general
meeting of the Group, each Director, other than
the Director appointed by the holder of the B Share
pursuant to the Articles, shall retire from office and
each Director may offer themselves for election or
re-election by the Shareholders.
Board Performance and Training
On appointment to the Board, Directors will be offered
relevant training and induction. Training is an ongoing
matter as is discussion on the overall strategy of the
Group. The Board undertakes an annual internal Board
Performance Review. This exercise was completed
in April 2025 and 2026. The Company Secretary
circulated questionnaires to each Director to complete
independent of each other, and anonymously. Their
completed forms were returned to the Company
Secretary, and their responses collated into a report
that was tabled at the Nomination Committee
meeting. The report findings were discussed at the
meeting. The results of the performance review were
satisfactory with no issues identified.
On appointment to the Board, each Director
considered the expected time needed to discharge
their responsibilities effectively. The Directors confirmed
that each had sufficient time to allocate and would
inform the Board of any subsequent changes. In
accordance with the AIC Code, if and when any
Director, including the Chair, has been in office (or
upon re-election would at the end of that term, be in
office) for more than nine years, the Board will consider
whether there is a risk that such Director might
reasonably be deemed to have lost independence
through such long service.
In respect of the Criminal Finances Act 2017 which
introduced a corporate criminal offence of failing to
take reasonable steps to prevent the facilitation of tax
evasion, the Board confirms that they are committed
to zero tolerance towards the criminal facilitation of
taxevasion.
Directors’ Report - continued
Governance
27
Castelnau Group Ltd Annual Report 2025
Board Diversity
When appointing new directors and reviewing the
Board composition, the Board considers, amongst
other factors, diversity, balance of skills, knowledge,
gender, social and ethnic background and experience.
The Board considers the Listing Rules requirement in
appointing new directors, however, does not consider
it appropriate to establish targets or quotas in this
regard.
As at 31 December 2025, the Board consisted of
two female and two male directors, following the
resignation of David Stevenson on this date. Joanne
Peacegood is the Chair of the Board and the
Remuneration Committee, and Joanna Duquemin
Nicolle is the Chair of the Management Engagement
Committee. The Group has therefore met the
targets set by the Listing Rules UKLR 6.6.6R(9) and
UKLR 16.3.29R(1) in relation to board diversity for the
percentage of its board members who are female
and also in a senior position. The Group has not met
the target to have at least one director from a minority
ethnic background, however the Board considers that
the current composition of the Board is satisfactory
as the individual Board members are performing
within their role and comprise a diverse skillset and
knowledge.
Board Committees and their Activities
Terms of Reference
All Terms of Reference of the Board’s Committees are
available from the Administrator upon request.
Management Engagement Committee
In accordance with the AIC Code, the Group has
established a Management Engagement Committee
which is chaired by Joanna Duquemin Nicolle. The
Management Engagement Committee meets at least
once a year or more often if required. Its principal
duties are to consider the terms of appointment of the
Investment Manager and other service providers and it
annually reviews those appointments and the terms of
engagement.
Audit Committee
The Group’s Audit Committee is chaired by Andrew
Whittaker and includes Joanna Duquemin Nicolle and
Joanne Peacegood. The Audit Committee meets at least
four times a year. The Board considers that the members
of the Audit Committee have the requisite sector and
financial experience and skills to fulfil the responsibilities
of the Audit Committee. The Audit Committee examines
the effectiveness of the Group’s control systems and
amongst other items, reviews the annual and interim
reports and also requests certain information from
the Investment Manager and the Administrator. It
also reviews the scope, results, cost effectiveness,
independence and objectivity of the external Auditor.
Further details on the Audit Committee can be found in
the Audit Committee Report on page 40.
Remuneration Committee
The Group’s Remuneration Committee consists of all
of the Directors and is chaired by Joanne Peacegood.
The Remuneration Committee meets at least once
a year or more often if required. The Remuneration
Committee’s main functions include:
(i) agreeing the policy for the remuneration of the
Directors and reviewing any proposed changes to
the policy;
(ii) reviewing and considering ad hoc payment to the
Directors in relation to duties undertaken over and
above normal business; and
(iii) appointing independent professional remuneration
advice.
Nomination Committee
The Group’s Nomination Committee consists of all of
the Directors and is chaired by Andrew Whittaker. The
Nomination Committee meets at least once a year or
more often if required. Its principal duties are to advise
the Board on succession planning bearing in mind the
balance of skills, knowledge and experience existing on
the Board and make recommendations to the Board
in this regard. The Nomination Committee advises
the Board on its balance of relevant skills, experience,
gender, race, ages and length of service of the
Directors serving on the Board. All appointments to the
Board are made in a formal and transparent manner.
Governance
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Castelnau Group Ltd Annual Report 2025
For each Director, the tables below set out the number of Board and Committee meetings they were entitled to
attend during the year ended 31 December 2025 and the number of such meetings attended by each Director.
Held Attended
Scheduled Board Meetings
Joanne Peacegood 4 4
Andrew Whittaker 4 4
Joanna Duquemin Nicolle 4 4
David Stevenson* 4 4
Richard Brown 4 4
Management Engagement Committee Meetings
Joanne Peacegood 1 1
Andrew Whittaker 1 1
Joanna Duquemin Nicolle 1 1
David Stevenson* 1 1
Audit Committee Meetings
Joanne Peacegood 4 4
Andrew Whittaker 4 4
Joanna Duquemin Nicolle 4 4
Remuneration Committee Meetings
Joanne Peacegood 1 1
Andrew Whittaker 1 1
Joanna Duquemin Nicolle 1 1
David Stevenson* 1 1
Richard Brown 1 1
Nomination Committee Meetings
Joanne Peacegood 1 1
Andrew Whittaker 1 1
Joanna Duquemin Nicolle 1 1
David Stevenson* 1 1
Richard Brown 1 1
*David Stevenson resigned on 31 December 2025.
In addition to the scheduled Board and Committee meetings, seven ad-hoc Board and Committee of the Board
meetings were held during the year, which were attended by those Directors available at the time.
Directors’ Report - continued
Governance
29
Castelnau Group Ltd Annual Report 2025
Strategy
The Group will follow a high conviction investment
strategy. The expertise and processes developed by
the Investment Manager can be applied to all parts of
the capital structure of a business, both private and
publicly quoted. These positions could be represented
by a minority stake, a control position combined with
operational involvement, full ownership of a company,
a joint venture, a loan or convertible instrument, a
short position or any other instrument which allows the
Group to access value.
Internal Controls
The Board is ultimately responsible for establishing
and maintaining the Group’s system of internal
financial and operating control and for maintaining
and reviewing its effectiveness. The Group’s risk matrix
continues to be the core element of the Group’s risk
management process in establishing the Group’s
system of internal financial and reporting control. The
risk matrix is prepared and maintained by the Board
which initially identifies the risks facing the Group
and then collectively assesses the likelihood of each
risk, the impact of those risks and the strength of
the controls operating over each risk. The system of
internal financial and operating control is designed to
manage rather than to eliminate the risk of failure to
achieve business objectives and by their nature can
only provide reasonable and not absolute assurance
against misstatement and loss.
These controls aim to ensure that assets of the
Group are safeguarded, proper accounting records
are maintained and the financial information for
publication is reliable. The Board confirms that there
is an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group.
This process has been in place for the year under
review and up to the date of approval of this
Annual Report and Audited Consolidated Financial
Statements. It has been reviewed by the Board and is
in accordance with the AIC Code.
The AIC Code requires Directors to conduct, at least
annually, a review of the Group’s system of internal
financial and operating control, covering all controls,
including financial, operational, compliance and risk
management. The Board has evaluated the systems
of internal controls of the Group. In particular, it has
prepared a process for identifying and evaluating the
significant risks affecting the Group and the policies
by which these risks are managed. The Board also
considers whether the appointment of an internal
auditor is required and has determined that there is no
requirement for a direct internal audit function.
The Board has delegated the day-to-day
responsibilities for the management of the Group’s
investment portfolio, the provision of custodial and
depositary services and administration, accounting,
registrar and company secretarial functions including
the independent calculation of the Group’s NAV and
the production of the Annual Report and Audited
Consolidated Financial Statements which are
independently audited.
Formal contractual agreements have been put in
place between the Group and providers of these
services. Even though the Board has delegated
responsibility for these functions, it retains
accountability for these functions and is responsible
for the systems of internal control. At each quarterly
Board meeting, compliance reports are provided
by the Administrator, Company Secretary, Portfolio
Manager, AIFM and Depositary. The Board also receives
confirmation from the Administrator of its accreditation
under its controls report.
Procedure for Identifying Risks
The procedures in place to identify emerging or
principal risks are described below.
The Audit Committee regularly reviews the Group’s
risk matrix, focusing on ensuring that the appropriate
controls are in place to mitigate each risk. A system
has been established to identify emerging risks as
they occur as detailed below. The experience and
knowledge of the Audit Committee and Board is
invaluable to these discussions, as is advice received
from the Board’s service providers, specifically the
Investment Manager who is responsible for all portfolio
management services.
Governance
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Castelnau Group Ltd Annual Report 2025
The market and operational risks were discussed by
the Board, with updates on operational resilience
received from the Investment Manager, Administrator
and other key service providers.
The following is a description of the role each service
provider plays in the identification of emerging risks:
I. Investment Manager: the Investment Manager
advises the Board at each meeting on world
markets, stock market trends, information on stock
specific matters as well as regulatory, political and
economic changes likely to impact the Group’s
portfolio;
II. Distributor and Broker: provides advice periodically
specific to the Board on the Group’s share register,
sector, competitors and the investment company
market;
III. Company Secretary and Accounting Advisor: briefs
the Board on forthcoming legislation or regulatory
changes that might impact the Group; and
IV. AIC: the Group is a member of the AIC, which
provides regular technical updates as well as
drawing members’ attention to forthcoming
industry and regulatory issues.
Procedure for Oversight of Risks
Audit Committee: The risk matrix is kept under review.
This includes a review of the risk procedures and
controls in place at the key service providers to ensure
that emerging (as well as known) risks are adequately
identified and – so far as practicable – mitigated.
Experienced Non-Executive Directors on the
Committee, each bring external knowledge of the
investment trust (and financial services generally)
marketplace, trends, threats etc., as well as macro/
strategic insight.
Principal Risks and Uncertainties
The principal risks faced by the Group, together with
the approach taken by the Board towards them, have
been summarised below.
Valuation of investments
The Group’s investments include unlisted and listed
securities, however those unlisted securities may
be very thinly traded, for which no market exists or
which are restricted as to their transferability under
applicable laws and/or the relevant investment
documentation. Whilst the valuations of the Group’s
investments will be in compliance with IFRS Accounting
Standards as issued by the International Accounting
Standards Board (“IASB”), some of the Group’s
investments will be difficult to value. Such valuations
may be conducted on an infrequent basis, are subject
to a range of uncertainties. The risks associated
with valuation of investments are managed by the
Investment Manager and reviewed by the Board. The
Board considered the valuation of the investments
held by the Group as at 31 December 2025 to be
reasonable based on information provided by the
Investment Manager, underlying portfolio companies,
AIFM, Administrator, Custodian and Depositary. The
valuations were prepared in accordance with the
Group’s valuation policy and, where applicable,
were further supported by independent third-party
validation.
The Board reviewed the valuation policy and PAMP
has agreed the valuation process/techniques with
the Board around private asset investments. There
has been no change to the valuation policy and
the process remains the same which has also been
confirmed with the Board. The Board is satisfied with
the approach and the valuation policy and processes.
As announced in the Group’s Q1 2025 Investment
Report, published 1 May 2025, the Group has moved
from monthly to quarterly NAV reporting as of June
2025. The Board now receives the quarterly NAV
(previously monthly NAV until the 30 June 2025 NAV),
as well as quarterly detailed updates on the portfolio
which include changes to the valuations. The Board is
updated when there is/or potential to be significant
changes in valuation. As part of the annual audit
process and the Board signing off on the annual
financial statements, the Board receives the valuation
packs and also the third-party (Kroll) reports. The
Board scrutinises the valuations/reports and ensures
they are satisfied prior to sign off.
Directors’ Report - continued
Governance
31
Castelnau Group Ltd Annual Report 2025
The Board also asks questions regularly (including
during quarterly Board meetings, or ad hoc meetings)
to understand performance and the impact on
valuation and receives regular presentations from the
portfolio executives. The Board has access to detailed
valuation reports as and when requested.
Market risk
As at 31 December 2025, the Group was not exposed
to quoted market price risk, following the delisting
during the period of the sole investment in a publicly
traded portfolio company previously classified as
Level 1 (31 December 2024: £21,253,483). The Group
holds interest in one other publicly traded portfolio
company, Silverwood, however this is classified as
Level3. Due to the low trading volumes, these shares
are not considered to be actively trading and therefore
the listed price is not considered to be representative
of the fair value (see further disclosed on Silverwood’s
valuation in note 5 and note 17 to the Financial
Statements).
The Group’s investments are all classified as Level 3
which exposes the Group to other price risk arising
from changes in valuation assumptions (discount
rates, growth rates, margins and other inputs).
Sensitivity analyses for key unobservable inputs are
presented in note 17 to the Financial Statements.
The Board receives updates on the Group’s investment
performance at quarterly Board meetings, or more
frequently as required, and challenges the Investment
Manager on investment performance, stock selection,
and portfolio composition.
Interest rate risk
Interest rate risk is the risk that the fair value or future
cash flows of a financial instrument will fluctuate
because of changes in market interest rates. As at
31 December 2025, the Group had loans payable of
£81,268,000 (31 December 2024: £65,560,000) and
interest accrues at variable interest rates based on
SONIA which exposes the Group to interest rate risk. The
Group’s continuing position in relation to interest rate
risk is monitored on a quarterly basis by the Investment
Manager as part of its review of the quarterly NAV
and is challenged by the Board at quarterly Board
meetings, or more frequently as required.
Liquidity risk
Liquidity risk is defined as the risk that the Group will
encounter difficulty in meeting obligations associated
with financial liabilities. Investments made by the
Group may be illiquid and this may result in delays/
shortfall of expected cash flows to the Group.
Investments in private assets (including private
portfolio companies) are highly illiquid and have no
public market. There may not be a secondary market
for interests in private assets. Such illiquidity may affect
the Group’s ability to vary its portfolio or dispose of,
or liquidate part of, its portfolio, in a timely fashion
(or at all) and at satisfactory prices in response to
changes in economic or other conditions. If the Group
is required to dispose of or liquidate an investment on
unsatisfactory terms, it may realise less than the value
at which the investment was previously recorded,
which could result in a decrease in Net Asset Value.
The performance of investments in private assets can
also be volatile because those assets may have limited
product lines, markets or financial reserves, or be more
susceptible to major economic setbacks or downturns.
Private assets may be exposed to a variety of business
risks including, but not limited to: competition from
larger, more established firms; advancement of
incumbent services and technologies; and the
resistance of the market towards new companies,
services or technologies.
The crystallisation of any of these risks or a
combination of these risks may have a material
adverse effect on the development and value of
a portfolio company and, consequently, on the
portfolio and the Group’s financial condition, results
of operations and prospects, with a consequential
adverse effect on the Net Asset Value and/or the
market price of the Ordinary Shares.
Furthermore, repeated failures by portfolio companies
to achieve success may adversely affect the
reputation of the Group or Investment Manager,
which may make it more challenging for the Group
and the Investment Manager to identify and exploit
new opportunities and for other portfolio companies
to raise additional capital, which may therefore have
a material adverse effect on the portfolio and the
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Castelnau Group Ltd Annual Report 2025
Group’s financial condition, results of operations and
prospects, with a consequential adverse effect on
the Net Asset Value and/or the market price of the
Ordinary Shares.
The Board and Investment Manager review liquidity
needs (including operational costs, and loan
repayments), quarterly or more frequently as required,
relative to the value and liquidity of the Group’s
assets and the Group’s portfolio income. The majority
of the expected liquidity requirements are known
(for example operational costs) while others are
at the discretion of the Group (for example, share
buybacks). The additional headroom available under
the Shawbrook facility provides the Group access to
additional cash resources, if required. The Board is
satisfied that the Group’s unexpected liquidity needs
are not significant.
Other Risks and Uncertainties
Credit risk
Counterparties such as financial institutions may not
meet their obligations regarding foreign currency and
cash balances. The Board ensures that counterparties
have an acceptable long and short-term credit rating.
Concentration risk
The Group expects to hold a concentrated portfolio
of investments and the Group will not seek to reduce
concentration risk through diversification. The
opportunity set will dictate the number of holdings
and the weighting of investments in the portfolio. The
investments with the best return profiles will receive the
largest weightings. The Group will therefore have no set
diversification policies.
Cyber risk
The Group is exposed to the risk arising from a
successful cyber-attack through its third-party
service providers. The Board ensures they have a
sufficient understanding of cyber risk to enable them
to manage any potential unauthorised access into
systems and identifying passwords or deleting data. To
facilitate this, the Group requires its service providers
to confirm that they have appropriate safeguards in
place to mitigate the risk of cyber-attacks (including
minimising the adverse consequences arising from
any such attack), that they provide regular updates
to the Board on cyber security, and conduct ongoing
monitoring of industry developments in this area. The
Board discusses cyber risks at the quarterly board
meeting and also ensures they are continuing to keep
themselves up to date on the risks through attending
professional seminars on the topic, following good
password practices and vigilance to any suspicious
links or attachments. The Audit Committee received
the internal controls reports of the relevant service
providers where available, and was able to satisfy itself
that adequate controls and procedures were in place
to limit the impact to the Group’s operations.
Operational risk
The Group is exposed to the operational risks of its
third-party service providers and considered the risk
and consequences in the event that these systems
failed during the year. The Investment Manager,
Registrar, Depositary, Administrator and Company
Secretary each have comprehensive business
continuity plans which facilitate continued operation of
the business in the event of a service disruption or major
disruption. The Audit Committee received the internal
controls reports of the relevant service providers where
available, and was able to satisfy itself that adequate
controls and procedures were in place to limit the
impact to the Group’s operations, particularly with
regard to a financial loss. The performance of service
providers is reviewed annually via its Remuneration
and Management Engagement Committee. Each
service provider’s contract defines the duties and
responsibilities of each and has safeguards in place
including provisions for the termination of each
agreement in the event of a breach or under certain
circumstances. Each agreement also allows for the
Board to terminate subject to a stated notice period.
At the meeting of the Management Engagement
Committee on 3 December 2025, the Board undertook
a thorough review of each service provider and agreed
that their continued appointment remained appropriate
and in the Group’s long-term interest. The Board’s
next review will be at the next annual Management
Engagement Committee meeting.
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Castelnau Group Ltd Annual Report 2025
Regulatory risk
Poor governance, compliance or administration,
including particularly the risk of loss of investment trust
status and the impact this may have on the Group
were considered by the Board. Having been provided
with assurance from each of the key service providers
during the year ended 31 December 2025, the Board
was satisfied that no such breach had occurred.
The Board’s next review will be at the next annual
Management Engagement Committee meeting.
Geopolitical risk
Geopolitical tensions continue to affect global supply
chains and logistics. The ongoing Russia-Ukraine war
and the expanded Iranian conflict have disrupted key
trade routes, particularly in the Middle East, increasing
transportation costs and delivery times. Political instability
has added regulatory and currency volatility across
several markets. These developments pose challenges
for pricing, supplier relationships, and consumer
confidence. While our operations are UK-focused, we
remain exposed to global logistics and import dynamics.
The Board actively monitors these risks, maintaining
supplier diversification, inventory buffers, and compliance
oversight to mitigate potential impacts on product
availability, pricing, and fulfilment reliability.
Environmental, social and governance (“ESG”)
matters
The Board recognises the importance of ESG factors
in the investment management industry and the
wider economy as a whole. It is the view of the Board
that direct environmental and social impact of the
Group is limited and that ESG considerations are most
applicable in respect of the asset allocation decisions
made for its portfolio.
The Group has appointed the Investment Manager
to advise it in relation to all aspects relevant to the
Investment Portfolio. The Investment Manager has a
formal ESG framework which incorporates ESG factors
into its investment process. The Board receives regular
updates from the Investment Manager on its ESG
processes and assesses their suitability for the Group.
ESG factors are assessed by the Investment Manager
for every transaction as part of their investment
process. Climate risks are incorporated in the ESG
analysis under environmental factors.
The Group has entered into contractual arrangements
with a network of third parties (the “Service Providers”)
who provide services to it. The Board, through the
Management Engagement Committee, undertakes
annual due diligence on, and ongoing monitoring
of, all such Service Providers including obtaining a
confirmation that each such Service Provider complies
with relevant laws, regulations and good practices and
has ESG policies in place.
Viability Statement
The Directors, with recommendation from the Audit
Committee, have assessed the prospects of the Group
and relevant stresses i.e. additional funding requirements
to existing portfolio companies, loan repayments and
expenses, over a longer period than required by the
going concern provision. With recommendation from the
Audit Committee, the Board chose to conduct a review
for a period of four years to 31 December 2029 as it was
determined to be an appropriate timeframe given the
uncertainty of the investment world and the strategy
period. In selecting this period, the Board considered
the environment within which the Group operates and
the principal and emerging risks and their mitigations
associated with the Group. On a rolling basis, the
Directors evaluate the outcome of the investments and
the Group’s financial position as a whole.
The Group’s prospects are driven by its business model
and strategy. The Group’s investment objective is to
compound Shareholders’ capital at a higher rate of
return than the FTSE All-Share Total Return Index over the
long term. The Group will target a Net Asset Value total
return of 10-15% above the return on the FTSE All-Share
Total Return Index per annum and a minimum absolute
Net Asset Value total return of 20% per annum.
In support of this statement, the Audit Committee
recommended to the Directors to take into account all
of the principal and emerging risks facing the Group
as summarised on pages 30 to 33, the nature of the
Group’s business including cash reserves and other
liquid investments held by the Group, the potential of
its portfolio of investments to generate future income
and capital proceeds, and the ability of the Directors
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Castelnau Group Ltd Annual Report 2025
to minimise the level of cash outflows, if necessary. The
most relevant potential impacts of the identified principal
risks and uncertainties on viability were determined to be:
(i) investments are in line with the investment
objective and investment policy as set out in the
Group’s prospectus; and
(ii) the Group has the ability to meet running costs and
standing expenses.
Each quarter, the Directors, through the Audit
Committee, review threats to the Group’s viability
utilising the risk matrix, which it updates as required
due to recent developments and/or changes in the
global market. The Board relies on periodic reports
provided by the Alternative Investment Fund Manager
and Investment Manager, and Administrator regarding
risks faced by the Group. When required, experts are
utilised to gather relevant and necessary information,
regarding tax, legal, and other factors.
The Alternative Investment Fund Manager and
Investment Manager considers the future cash
requirements of the Group before funding portfolio
companies. Furthermore, the Board receives regular
updates from the Alternative Investment Fund
Manager and Investment Manager on the Group’s
cash position, which allows the Board to maintain
their fiduciary responsibility to the Shareholders and, if
required, limit funding for existing commitments.
Based on the aforementioned procedures and
the existing internal controls of the Group, and the
Alternative Investment Fund Manager and Investment
Manager, the Board, with recommendation from
the Audit Committee, has concluded that there is a
reasonable expectation that the Group will remain
viable over the four-year period to 31 December 2029.
Report under Section 172 of the
Companies Act 2006
Although the Group is domiciled in Guernsey, in
accordance with the guidance set out in the AIC Code,
the Directors have included below how the matters
set out in Section 172 of the UK Companies Act 2006
have been considered in their board discussions and
decision making.
Further information as to how the Board has had regard to the Section 172 factors:
Section 172 factor Key examples Location
Consequences of decisions in the long term Investment Objectives and Policy Summary Information
Future Prospects Directors’ Report
Dividend Policy Directors’ Report
Viability Statement Directors’ Report
Fostering business relationships with suppliers,
customers and other stakeholders
Shareholder Engagement; Key Service
Providers
Directors’ Report
Impact of operations on the community and the
environment
Environmental, Social and Governance Directors’ Report
Maintaining high standard of business conduct Corporate Governance Directors’ Report
Directors’ duty to promote the success of the
Group
The Board seeks to understand the views of the Group’s
Shareholders and its other key stakeholders as well as how
their interests and the matters set out in Section 172 of the
Companies Act 2006 in the UK (“Companies Act”) have
been considered. As part of the Board and stakeholder
evaluation processes that are undertaken annually, the
Board reviews its engagement mechanisms to ensure
they remain effective. In fulfilling their duties, the Directors
carefully consider the likely consequences of their actions
over the long term and on other key stakeholders.
(i) the Group’s investment objective and policy;
(ii) the main trends and factors likely to affect the
future development, performance and position of
the Group’s business;
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Castelnau Group Ltd Annual Report 2025
(iii) the Group’s key performance indicators;
(iv) the Group’s peers;
(v) the Group’s overall strategy; and
(vi) the Group’s core values which are integrity,
accountability, transparency and commitment.
Identifying stakeholders
The Board has identified its key stakeholders which
include Shareholders, Investee Companies, Investment
Manager, Financial Advisers, the Company Secretary,
Administrator, Registrar, Lawyers, Custodian and
Depositary, amongst others. The Board is aware of the
need to foster the Group’s relationships with its key
stakeholders through its stakeholder management
activities. The Board provides oversight and challenge
to the Investment Manager to ensure that the Group
meets its requirements to create and preserve
Shareholder value.
Shareholder engagement
The Board welcomes Shareholders’ views and
places great importance on communication with
its Shareholders. Shareholders wishing to meet
with the Chair and other Board members should
contact the Group’s Administrator by emailing
[email protected].
On 17 September 2025, Shareholders had the
opportunity to vote on the resolutions as specified
in the Notice of AGM. The Notice of the AGM and the
results were released to the London Stock Exchange in
the form of an announcement.
Key service providers
The Board delegates responsibility for its day to day
operations to a number of key service providers. The
activities delegated, service levels and other related
reports to the activities of each service provider (such
as their own approach to such matters as cyber risk
and assessment of climate change risk to operations)
are closely monitored, where and as appropriate by
the Board and they are required to report to the Board
at set intervals.
Monitoring of key decisions and the outcome of
those decisions
The Board meets at least quarterly and at such other
times as deemed appropriate. During these meetings,
the Board considers reports from the Investment
Manager on the Group’s portfolio, its investment activity
and sector diversity. In addition, the Investment Manager
provides an overview of engagement with the investee
companies as well as potential investee companies.
The Board debates the Group’s portfolio and notable
acquisitions or disposals at each of its meetings and
challenges stock selection where deemed appropriate.
In between meetings, the Investment Manager and
Board maintain contact through which they consider
investment ideas, further fundraising initiatives and
market outlook and strategies to consider adjusting
the Group’s portfolio in line with the Group’s investment
policy. During the year, the Board discussed the merits
and structure of the Group, with the Investment Manager
and advisers and considered the long-term interests of
the Group’s Shareholders during those discussions.
In addition, the Board receives reports from the
Corporate Broker on the Group’s Shareholder base
including any changes; its Secretary on latest
governance issues, legal or market announcements;
and its Administrator on the Group’s management
accounts. Furthermore, the Board receives reports
from the Group’s Broker on the performance of the
Group’s peers and ad hoc reports from its other key
stakeholders as deemed appropriate.
On an annual basis, the Board will undertake a review
of its stakeholders which include a review of their
control report and policies, such as whistleblowing,
anti-bribery, anti-money laundering and corruption,
cyber security, data protection policies and each
entity’s business continuity arrangements to ensure
they are in place and are adequate.
Stewardship code
The Board and the Investment Manager support and
have a strong commitment to the UK Stewardship
Code, the latest version of which was issued by Financial
Reporting Council (“FRC”) took effect from 1 January 2026
and endorsed by the AIC which sets out the principles
of effective stewardship by institutional investors. Whilst
the Investment Manager is not a formal signatory to
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Castelnau Group Ltd Annual Report 2025
the Stewardship Code, it has chosen to adhere to the
12 principles as closely as possible. Further details of the
Investment Manager’s approach to the Stewardship
Code can be found on the Investment Manager’s website
at www.phoenixassetmanagement.com.
Modern slavery disclosure
Due to the nature of the Group’s business, being a
company that does not offer goods or services to
consumers, the Board considers that it is not within
the scope of modern slavery. The Board considers the
Group’s supply chains, dealing predominately with
professional advisers and service providers in the
financial service industry, to be low risk in this matter.
Anti-bribery and corruption
It is the Group’s policy to conduct all of its business
in an honest and ethical manner. The Group takes a
zero-tolerance approach to bribery and corruption
and is committed to acting professionally, fairly
and with integrity in all its business dealings and
relationships wherever it operates. The Group’s policy
and the procedures that implement it are designed
to support that commitment. The Board has made
enquiries of its third-party service providers to ensure
their procedures and policies are in place. Refer to
above for more information.
Tax evasion
The Group maintains a zero-tolerance policy towards
the provision of illegal services, including the facilitation
of tax evasion. The Group has received assurances
from the Group’s main contractors and suppliers that
they maintain a zero-tolerance policy towards the
provision of illegal services, including the facilitation of
tax evasion.
Significant Shareholdings
Shareholders with holdings of more than 5.0% of the Ordinary Shares of the Group at 31 March 2026 were as follows:
Number of
Ordinary Shares
% of issued
share capital
State Street Nominees Limited (OM01) 121,075,672 36.30%
Nortrust Nominees Limited 105,765,878 31.71%
Goldman Sachs Securities (Nominees) Limited (ILSEG) 25,000,000 7.50%
Those invested directly or indirectly in 5.0% or more of
the issued share capital of the Group will have the same
voting rights as other holders of the Ordinary Shares.
Annual General Meeting (“AGM”)
The Group’s AGM will be held at 1.00pm on
16 September 2026 at the offices of Northern Trust
International Fund Administration Services (Guernsey)
Limited, Trafalgar Court, Les Banques, St Peter Port,
Guernsey, Channel Islands, GY1 3QL.
Should a Shareholder have a question that they would
like to raise at the AGM, the Board requests that they
ask the question in advance of the AGM by sending it
by email to [email protected]. All questions
raised, together with the relevant answer, will be placed
on the Group’s website at www.castelnaugroup.com.
Independent Auditor
A resolution for the reappointment of Grant Thornton
Limited (“Grant Thornton”) as auditor to the Group will
be proposed at the annual general meeting. Grant
Thornton have indicated their willingness to continue in
office.
Signed on behalf of the Board of Directors on 20 April
2026 by:
Joanne Peacegood Joanna Duquemin Nicolle
Director Director
Directors’ Report - continued
Governance
Castelnau Group Ltd Annual Report 2025
37
Directors’ Remuneration
Report
The Group is not required to present a Directors’
Remuneration Report, and this report does not purport
to meet all of the requirements of a typical listed UK
company’s Directors’ Remuneration Report, but has
been provided as the Directors believe that it is a
useful addition to this Annual Report and Consolidated
Financial Statements.
The aggregate amount of Directors’ fees should
not exceed £250,000 per annum to allow for the
appointment of additional director(s), to allow for an
overlap in appointments, thereby assisting with Board
succession planning.
Remuneration Policy
The Group’s policy in regard to Directors’ remuneration
is to ensure that the Group maintains a competitive
fee structure in order to recruit, retain and motivate
non‑executive Directors of excellent quality in the overall
interests of Shareholders.
It is the responsibility of the Remuneration Committee
to consider the Directors’ remuneration. However, the
Nomination Committee will review any proposed changes.
The Board ultimately receives the recommendations and
approves the Directors’ remuneration.
No element of the Directors’ remuneration is
performance related, nor does any Director have any
entitlement to pensions, share options or any long‑term
incentive plans from the Group.
Directors are remunerated in the form of fees, payable
quarterly in advance, to the Directors personally. No
Directors have been paid additional remuneration by the
Group outside their normal Directors’ fees and expenses.
Effective 1 January 2025, following a review of external
market data, the Directors’ annual fees were increased
by 4% for all Directors, with the exception of Richard
Brown, who continues to waive the right to receive a
Director fee. Post year end, effective 1 January 2026,
Rachael Robathan was appointed and became entitled
to an annual fee of £31,200.
The Directors received the following remuneration in
the form of Directors’ fees relating to the years ended
31December 2025 and 31 December 2024:
31 December 2025
GBP
31 December 2024
GBP
Joanne Peacegood 41,600 40,000
Andrew Whittaker 36,400 35,000
David Stevenson 31,200 30,000
Joanna Duquemin Nicolle 31,200 30,000
Richard Brown – –
140,400 135,000
Appropriate Directors’ and Officers’ liability insurance
cover is maintained by the Group on behalf of the
Directors.
Each Director’s appointment letter provides that,
upon the termination of his/her appointment that he/
she must resign in writing and all records remain the
property of the Group. The Directors’ appointments
can be terminated in accordance with the Articles and
without compensation.
A Director may resign from office as a Director by
giving notice in writing to that effect to the Group.
There is no age limit at which a Director is required
to retire. Notwithstanding the foregoing, all Directors
have agreed to stand for re‑election annually and are
re‑elected by the Shareholders at the AGM.
The amounts charged to the Group for Directors as
shown in note 7 to the Financial Statements are for
services as non‑executive Directors. No Director has
a service contract with the Group, nor are any such
contracts proposed.
Signed on behalf of the Board of Directors on 20 April
2026 by:
Joanne Peacegood Andrew Whittaker
Chair, Chair,
Remuneration Committee Nominations Committee
Castelnau Group Ltd Annual Report 2025
38
Governance
Statement of Directors’
Responsibilities
The Directors are responsible for preparing the
Financial Statements in accordance with applicable
Guernsey law and regulations.
The Companies (Guernsey) Law, 2008 requires the
directors to prepare financial statements for each
financial year. Under that law, they have elected to
prepare the financial statements in accordance with
IFRS Accounting Standards as issued by the IASB and
applicable law.
The financial statements are required by law to give
a true and fair view of the state of affairs of the Group
and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors
are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and estimates that are
reasonable and prudent;
• state whether applicable accounting standards
have been followed, subject to any material
departures disclosed and explained in the financial
statements; and
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Group will continue in business.
The Directors confirm that they have complied
with these requirements in preparing the Financial
Statements.
The Directors are responsible for keeping proper
accounting records which disclose with reasonable
accuracy at any time the financial position of
the Group and to enable them to ensure that the
financial statements have been properly prepared
in accordance with The Companies (Guernsey)
Law, 2008. They have the general responsibility for
taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and
detect fraud and other irregularities.
So far as each Director is aware, there is no relevant
audit information of which the Group’s auditor is
unaware, and each Director has taken all the steps
that he or she ought to have taken as a Director in
order to make himself or herself aware of any relevant
audit information and to establish that the Group’s
auditor is aware of that information.
The Directors are responsible for the oversight of
the maintenance and integrity of the corporate and
financial information in relation to the Group website;
the work carried out by the auditor does not involve
consideration of these matters and, accordingly, the
auditor accepts no responsibility for any changes that
may have occurred to the financial statements since
they were initially presented on the website.
Legislation in Guernsey governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
The Directors are responsible for ensuring that the
Annual Report and Consolidated Financial Statements
include information requirements by the Disclosure
Guidance and Transparency Rules (“DTR”) of the
Financial Conduct Authority (“FCA”) with regard to
corporate governance, require the Group to disclose
how it has applied the principles, and complied with
the provision of the corporate governance code
applicable to the Group.
The Directors confirm that to the best of their
knowledge:
(a) The Consolidated Financial Statements have been
prepared in accordance with IFRS Accounting
Standards as issued by the IASB and give a true
and fair view of the assets, liabilities, financial
position and profit or loss of the Group as at and for
the year ended 31 December 2025.
Castelnau Group Ltd Annual Report 2025
39
Governance
(b) The Annual Report includes information detailed
in the Chair’s Statement, Investment Manager’s
Report, Directors’ Report, Statement of Directors’
Responsibilities, Directors’ Remuneration Report and
Audit Committee Report and provides a fair review
of the information required by:
(i) DTR 4.1.8 and DTR 4.1.9 of the Disclosure Guidance
and Transparency Rules, being a fair review of
the Group business and a description of the
principal risks and uncertainties facing the
Group; and
(ii) DTR 4.1.11 of the Disclosure Guidance and
Transparency Rules, being an indication of
important events that have occurred since the
end of the financial year and the likely future
development of the Group.
In the opinion of the Board, the Financial
Statements taken as a whole, are fair, balanced
and understandable and provide the information
necessary to assess the Group’s position and
performance, business model and strategy.
By order of the Board,
Joanne Peacegood
Director
20 April 2026
Joanna Duquemin Nicolle
Director
Governance
Castelnau Group Ltd Annual Report 2025
40
On the following pages, we present the Audit
Committee Report, setting out the responsibilities of
the Audit Committee and its key activities for the year
ended 31 December 2025.
The Audit Committee has reviewed the
appropriateness of the Group’s system of risk
management and internal financial and operating
controls, the robustness and integrity of the Group’s
financial reporting, along with the external audit
process. The Audit Committee has devoted time in
ensuring that controls and processes have been
properly established, documented and implemented.
During the course of the year, the information that the
Audit Committee has received has been timely and
clear and has enabled the Committee to discharge its
duties effectively.
Role and Responsibilities
The primary function of the Audit Committee is to
assist the Board in fulfilling its oversight responsibilities.
This includes reviewing the financial reports and other
financial information and any significant financial
judgement contained therein before publication.
In addition, the Audit Committee reviews the systems
of internal and operating controls on a continuing
basis that the Administrator, Portfolio Manager, AIFM,
and Custodian and Depositary and the Board have
established with respect to finance, accounting, risk
management, compliance, fraud and audit. The Audit
Committee also reviews the accounting and financial
reporting processes, along with reviewing the roles,
independence and effectiveness of the external
auditor.
The ultimate responsibility for reviewing and approving
the annual and interim financial statements remain
with the Board.
The Audit Committee’s full terms of reference can be
obtained by contacting the Group’s Administrator.
Risk Management and Internal
Control
The Board, as a whole, considers the nature and extent
of the Group’s risk management framework and the
risk profile that is acceptable in order to achieve the
Group’s strategic objectives. As a result, it is considered
that the Board has fulfilled its obligations under the AIC
Code.
The Audit Committee continues to be responsible
for reviewing the adequacy and effectiveness of
the Group’s ongoing risk management systems and
processes. Its system of internal controls, along with its
design and operating effectiveness, is subject to review
by the Audit Committee through reports received
from the Portfolio Manager, AIFM and Custodian and
Depositary, along with those from the Administrator
and external auditor.
The Audit Committee has prepared a risk matrix,
which considers the controls applied by the Board, the
Investment Manager and key service providers.
The Audit Committee considers, at least once a year,
whether there is a need for an internal audit function.
Currently, the Audit Committee does not consider there
to be a need for an internal audit function, given that
all outsourced functions are with parties who have
their own internal controls and procedures.
Fraud, Bribery and Corruption
The Board has relied on the overarching requirement
placed on the Service Providers under the relevant
agreements to comply with applicable law,
including anti‑bribery laws. A review of the Service
Providers’ policies will take place at the Management
Engagement Committee Meetings. The Board receives
confirmation from all service providers that there has
been no fraud, bribery or corruption.
Audit Committee
Report
Governance
Castelnau Group Ltd Annual Report 2025
41
Financial Reporting and Significant
Financial Issues
The Audit Committee assesses whether suitable
accounting policies have been adopted and whether
the Portfolio Manager has made appropriate estimates
and judgements. The Audit Committee reviews
accounting papers prepared by the Portfolio Manager
and Administrator which provides details on the main
financial reporting judgements.
The Audit Committee also reviews reports by the
external auditors which highlight any issues with
respect to the work undertaken on the audit. The Audit
Committee is satisfied that the judgements made
by the Investment Manager and Administrator are
reasonable, and that appropriate disclosures have
been included in the financial statements.
The significant issues considered during the year
by the Audit Committee in relation to the financial
statements and how they were addressed are detailed
below:
Valuation of investments
The Group’s investments include unlisted and listed
securities, however those unlisted securities may
be very thinly traded, for which no market exists or
which are restricted as to their transferability under
applicable laws and/or the relevant investment
documentation. Whilst the valuations of the
Group’s investments will be in compliance with IFRS
Accounting Standards as issued by the IASB, some
of the Group’s investments will be difficult to value.
Such valuations may be conducted on an infrequent
basis, are subject to a range of uncertainties and
will involve the Investment Manager and/or the Audit
Committee exercising judgement. The Board reviewed
the valuation policy and PAMP went through the
valuation process/techniques with the Board around
private asset investments. The Board satisfactorily
benchmarked this valuation methodology with a third
party. There has been no change to the valuation
policy and the process remains the same which has
also been confirmed with the Board. The Board is
satisfied with the approach and the valuation policy
and processes.
Revenue
Proceeds from any disposal of the Group’s interests in
portfolio companies through liquidity events, including
sales of equity following IPOs and trade sales, may vary
substantially from year to year. In addition, earnings
produced by portfolio companies are typically
reinvested for the purpose of growth, and payments
of dividends by assets are often subject to milestones
which may not be achieved. This means the return
received by the Group from these sources may vary
substantially from year to year. Notwithstanding that
the Group does not expect to receive much in the way
of returns from dividends, these variations in overall
returns may have a material adverse effect on the
portfolio and on the Group’s financial condition, results
of operations and prospects, with a consequential
adverse effect on the Net Asset Value and/or the
market price of the Ordinary Shares.
External Auditor
The Audit Committee has responsibility for
making a recommendation on the appointment,
re‑appointment and removal of the external auditor.
Grant Thornton was appointed as the first auditor of
the Group following a competitive tender process.
During the year, the Audit Committee received and
reviewed audit plans and reports from the external
auditor. It is standard practice for the external auditor
to meet privately with the Audit Committee without the
Investment Manager and other service providers being
present at each Audit Committee meeting.
To assess the effectiveness of the external audit
process, the auditor was asked to articulate the
steps that they have taken to ensure objectivity and
independence, including where the auditor provides
non‑audit services. The Audit Committee monitors the
auditor’s performance, behaviour and effectiveness
during the exercise of their duties, which informs the
decision to recommend reappointment on an annual
basis.
Governance
Castelnau Group Ltd Annual Report 2025
42
The Group does not utilise the external auditor for internal audit purposes, secondments, tax compliance, private
letter rulings, accounting advice or valuation advice. The Group’s auditor performed the audit of the Group’s
annual financial statements, prepared in accordance with IFRS Accounting Standards as issued by the IASB, in
accordance with International Standards on Auditing (ISAs).
The FRC Ethical Standards require that the audit engagement leader responsible for the audit on listed entities are
rotated at least every 5 years. Cyril Swale served 5 years as audit engagement leader for the Group and has now
rotated off. He is replaced by Jeremy Ellis, who is in his first year as audit engagement leader for the audit of the
Financial Statements for the year ended 31 December 2025.
The remuneration paid to Grant Thornton and to other Grant Thornton member firms for audit and non‑audit
services in respect of the years ended 31 December 2025 and 31 December 2024 is shown below:
31 December 2025
GBP
31 December 2024
GBP
Audit
Annual audit of the Group 83,000 76,200
Non-audit
Desktop review of Unaudited Interim Financial Statements 7,350 7,000
7,350 7,000
For any questions on the activities of the Audit Committee not addressed in the foregoing, a member of the Audit
Committee remains available to attend each AGM to respond to such questions.
The Audit Committee Report was approved by the Audit Committee on 20 April 2026 and signed on behalf by:
Andrew Whittaker
Chair, Audit Committee
Audit Committee Report - continued
Castelnau Group Ltd Annual Report 2025
43
Independent Auditor’s Report to the
Members of Castelnau Group Limited
Opinion
We have audited the consolidated financial statements of Castelnau Group Limited (the “Company”) and its
subsidiary (collectively, the “Group”) for the year ended 31 December 2025, which comprise the Consolidated
Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated
Statement of Changes in Equity, the Consolidated Statement of Cash Flows, and Notes to the Consolidated
Financial Statements, including material accounting policy information.
In our opinion, the accompanying consolidated financial statements:
• give a true and fair view of the financial position of the Group as at 31 December 2025, and of its consolidated
financial performance and its consolidated cash flows for the year then ended;
• are in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board
(IASB); and
• comply with the Companies (Guernsey) Law, 2008.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs) and applicable law. Our
responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the
consolidated financial statements’ section of our report. We are independent of the Group in accordance with
the ethical requirements that are relevant to our audit of the consolidated financial statements in Guernsey, as
required by the Crown Dependencies’ Audit Rules and Guidance. We have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit
of the consolidated financial statements of the current period. These matters were addressed in the context of
our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
Independent Auditor’s Report
Castelnau Group Ltd Annual Report 2025
44
Independent Auditor’s Report to the Members of Castelnau Group Limited – continued
The key audit matter How the matter was addressed in our audit
Valuation of unquoted investments
(2025: £456.0m, and 2024: £356.1m)
We identified the valuation of unquoted investments as one of
the most significant assessed risks of material misstatement
due to fraud and error. The fair value of unquoted investments
may be misstated due to the application of inappropriate
valuation methodologies, use of incorrect assumptions, or
reliance on market‑related inputs that may have a material
impact on the resulting valuations. The valuation of the
Group’s unquoted investments involves significant estimation
uncertainty and judgement, increasing the risk of material
misstatement and requiring specialist expertise.
Refer to the Audit Committee Report (pages 40-42);
Accounting policies on pages 53-59, Note 5, ‘Investments’,
and Note 17, ‘Fair value measurement’ to the consolidated
financialstatements.
In responding to the key audit matter, we performed the
following audit procedures:
• We updated our understanding of management’s
processes, policies and methodologies, and controls over
the valuation of unquoted investments, and performed
walkthrough tests to assess whether these were
appropriately designed and implemented to address
the risk of material misstatement arising from the use of
significant judgements, unobservable inputs and potential
management bias.
• We obtained and inspected the valuation models
prepared by the Investment Manager and management’s
external valuation expert, as well as the supporting
data, to assess whether the data used was appropriate
andrelevant.
• We assessed whether the valuation of unquoted
investments’ accounting policy is in line with the
requirements of IFRS 13 Fair Value Measurement, has been
consistently applied and if the valuation models have been
performed in line with the accounting policy.
• We assessed management’s external valuation expert’s
independence, competence, and objectivity.
• Using the valuation models obtained, we challenged the
valuations conducted by the Investment Manager and
management’s external valuation expert which included
the following:
• We held discussions with the Investment Manager to
obtain information and update our understanding of
how they valued the unquoted investments, and to
corroborate the information provided, we inspected the
supporting documents we obtained, where applicable;
• We assessed whether the valuation models used
by management to estimate the fair values of the
unquoted investments is consistent with methods
usually used by market participants for similar types of
instruments;
• We assessed the key assumptions, where applicable,
considered within the management’s external
valuation expert’s report and ensured that these
assumptions were reasonable and consistent with the
requirements of IFRS 13 ‘Fair Value Measurement’;
• We agreed key inputs/data used in the calculation of
the fair value, where applicable, through inspecting
supporting documents, independent searches and
discussions with management; and
• We determined if the fair value estimates are within the
range of values determined by the audit team.
• We engaged Grant Thornton Luxembourg’s valuation
team as our internal valuation experts and they assisted
us in performing the following testing for the investment in
Valderrama (only), which included the following:
• Inspected and assessed the valuation
methodology used to estimate the fair value of the
financialinstrument;
Independent Auditor’s Report
Castelnau Group Ltd Annual Report 2025
45
The key audit matter How the matter was addressed in our audit
• Used their knowledge of the market to assess,
challenge and corroborate management’s
market‑related judgements and valuation inputs
(i.e.discount rates, EBITDA multiples and comparable
data) by reference to comparable transactions and
independently compiled databases/indices; and
• Reviewed key assumptions in the valuation model
to ensure that these assumptions used in the
valuation are reasonable and that the fair value of the
investment has been appropriately calculated.
• We performed back‑testing to evaluate the
reasonableness of the discount rates applied in the
models and the actual performance of the investee
entities compared to the projections used in the
discounted cash flow models, including comparing the
prior year valuation estimates with the actual results of the
investments.
• We evaluated whether the fair value disclosures in the
consolidated financial statements are appropriate,
complete and in accordance with the requirements of
IFRS13 ‘Fair Value Measurement’.
Our results:
We have not identified any material matters to report to
those charged with governance in relation to the fair value
measurement of unquoted investments.
Other information
The directors are responsible for the other information. The other information comprises the information included
in the annual report and audited consolidated financial statements, but does not include the consolidated
financial statements and our auditor’s report thereon.
Our opinion on the consolidated financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially
misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Independent Auditor’s Report
Castelnau Group Ltd Annual Report 2025
46
Independent Auditor’s Report to the Members of Castelnau Group Limited – continued
Responsibilities of the directors for the consolidated financial statements
As explained more fully in the Statement of Directors’ Responsibilities set out on page 38, the Directors are
responsible for the preparation of the consolidated financial statements which give a true and fair view in
accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board, and for
such internal control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the Group’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or to cease operations, or
have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that
includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional
scepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to
fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the Directors.
• Conclude on the appropriateness of the Directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions
are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or
conditions may cause the Group to cease to continue as a going concern.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business
activities within the Group to express an opinion on the consolidated financial statements. We are responsible
for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit
opinion.
Independent Auditor’s Report
Castelnau Group Ltd Annual Report 2025
47
• Evaluate the overall presentation, structure and content of the consolidated financial statements, including
the disclosures, and whether the consolidated financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
We communicate with the directors regarding, among other matters, the planned scope and timing of the audit
and significant audit findings, including any significant deficiencies in internal control that we identify during our
audit.
We also provide the directors with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably
be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards
applied.
From the matters communicated with the directors, we determine those matters that were of most significance in
the audit of the consolidated financial statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the
matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Use of our report
This report is made solely to the Company’s members, as a body, in accordance with section 262 of the
Companies (Guernsey) Law, 2008. Our audit work has been undertaken so that we might state to the Company’s
members those matters we are required to state to them in an auditor’s report and for no other purpose. To the
fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and
the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies (Guernsey) Law,
2008 requires us to report to you if, in our opinion:
• proper accounting records have not been kept by the Company; or
• the Group’s consolidated financial statements are not in agreement with the accounting records; or
• we have not obtained all the information and explanations, which to the best of our knowledge and belief, are
necessary for the purposes of our audit.
Jeremy Ellis
For and on behalf of Grant Thornton Limited
Chartered Accountants
St Peter Port
Guernsey
Date:
Independent Auditor’s Report
Financial Statements
Financial
Statements
Castelnau Group Ltd Annual Report 2025
48
Financial Statements
Castelnau Group Ltd Annual Report 2025
49
Consolidated Statement of
Comprehensive Income
For the year ended 31 December 2025
Notes
31 December 31 December
20252024
GBPGBP
Income
6
3,315,621
2,252,894
Expenses
7
(7,012,064)
(2,704,680)
(3,696,443)
(451,786)
Finance costs
15
(7,879,633)
(7,495,854)
Write-off of financial assets at amortised cost
–
(537,000)
Movement in expected credit loss provision
5
(1,161,950)
570,478
Net gains on financial assets at fair value through profit or loss
5
58,624,506
89,860,799
Profit before tax
45,886,480
81,946,637
Tax expense
3f
–
–
Total comprehensive income for the year
45,886,480
81,946,637
Pence
Pence
Earnings per Ordinary Share – Basic and diluted
11
13.81
25.61
All items in the above statement derive from continuing operations. All revenue is attributable to the equity holders
of the Group.
The accompanying notes on pages 53 to 80 form an integral part of these Consolidated Financial Statements.
Financial Statements
Castelnau Group Ltd Annual Report 2025
50
Consolidated Statement of
Financial Position
As at 31 December 2025
Notes
31 December 31 December
20252024
GBPGBP
NON-CURRENT ASSETS
Investments - equity
5
456,048,172
377,354,938
Investments - loans
5
-
3,740,542
Interest receivable - loans
-
283,657
Office equipment
4,347
1,014
456,052,519
381,380,151
CURRENT ASSETS
Investments - loans
5
17,228,387
16,479,795
Guarantee recovery receivable
18
2,400,000
-
Trade and other receivables
8
2,576,513
866,004
Cash and cash equivalents
491,182
150,369
22,696,082
17,496,168
TOTAL ASSETS
478,748,601
398,876,319
CURRENT LIABILITIES
Financial guarantee liability
18
495,361
-
Loans payable
15
-
65,560,000
Finance costs payable
15
21,897,514
15,674,328
Other payables
9
543,427
399,039
22,936,302
81,633,367
NON-CURRENT LIABILITIES
Loans payable
15
81,268,000
-
Finance costs payable
15
829,052
-
82,097,052
-
TOTAL LIABILITIES
105,033,354
81,633,367
NET ASSETS
373,715,247
317,242,952
EQUITY
Share capital
10
299,741,594
289,155,779
Retained earnings
73,973,653
28,087,173
TOTAL EQUITY
373,715,247
317,242,952
Number of Ordinary Shares in issue
10
333,508,046
322,829,422
NAV per Ordinary Share (pence)
12
112.1
98.3
The Consolidated Financial Statements on pages 49 to 80 were approved and authorised for issue by the Board of
Directors on 20 April 2026 and signed on its behalf by:
Joanne Peacegood
Director
Joanna Duquemin Nicolle
Director
The accompanying notes on pages 53 to 80 form an integral part of these Consolidated Financial Statements.
Financial Statements
Castelnau Group Ltd Annual Report 2025
51
Consolidated Statement of
Changes in Equity
For the year ended 31 December 2025
Note
Retained
Share CapitalEarningsTotal
GBP GBPGBP
Balances as at 1 January 2025
289,155,779
28,087,173
317,242,952
Profit for the year
-
45,886,480
45,886,480
Issue of Ordinary Shares
10
10,585,815
-
10,585,815
Balances as at 31 December 2025
299,741,594
73,973,653
373,715,247
For the year ended 31 December 2024
Note
Retained
(Deficit)/
Share CapitalEarningsTotal
GBP GBPGBP
Balances as at 1 January 2024
285,111,251
(53,859,464)
231,251,787
Profit for the year
-
81,946,637
81,946,637
Issue of Ordinary Shares
10
4,044,528
-
4,044,528
Balances as at 31 December 2024
289,155,779
28,087,173
317,242,952
The accompanying notes on pages 53 to 80 form an integral part of these Consolidated Financial Statements.
Financial Statements
Castelnau Group Ltd Annual Report 2025
52
Consolidated Statement of
Cash Flows
For the year ended 31 December 2025
Notes
31 December 31 December
20252024
GBPGBP
Operating activities
Total comprehensive income for the year
45,886,480
81,946,637
Movement in expected credit loss provision
5
1,161,950
(570,478)
Write-off of financial assets at amortised cost
-
537,000
Net gains on financial assets at fair value through profit or loss
(58,624,506)
(89,860,799)
Finance costs
15
7,879,633
7,495,854
Financial guarantee expense
7,18
3,600,000
-
Depreciation of office equipment
1,142
805
Increase in trade and other receivables
8
(1,710,509)
(604,771)
Decrease in provisions
-
(2,522,126)
Increase in other payables
9
144,388
84,050
Decrease in interest receivable - loans
283,657
511,959
Capitalised interest income
-
(855,288)
Cash paid under financial guarantee
18
(6,000,000)
-
Net cash used in operating activities
(7,377,765)
(3,837,157)
Investing activities
Purchases of equity
(4,487,552)
(1,536,360)
Loans issued
(5,270,000)
(12,437,294)
Cash received from repayment of loans
2,600,000
-
Purchase of office equipment
(4,475)
-
Net cash used in investing activities
(7,162,027)
(13,973,654)
Financing activities
Issue of Ordinary Shares
10
-
621,655
Finance costs paid
15
(827,395)
-
Proceeds from loans received
15
75,708,000
17,208,571
Repayment of loans received
14
(60,000,000)
-
Net cash flow from financing activities
14,880,605
17,830,226
Increase in cash and cash equivalents
340,813
19,415
Cash and cash equivalents at beginning of year
150,369
130,954
Cash and cash equivalents at end of year
491,182
150,369
The accompanying notes on pages 53 to 80 form an integral part of these Consolidated Financial Statements.
Financial Statements
Castelnau Group Ltd Annual Report 2025
53
1. General information
Castelnau Group Limited (the “Company”) is a Guernsey domiciled closed-ended investment company which
was incorporated in Guernsey on 13 March 2020 under the Companies (Guernsey) Law, 2008. The Company is
classified as a registered fund under the Protection of Investors (Bailiwick of Guernsey) Law 2020. Its registered
office address is PO Box 255, Les Banques, Trafalgar Court, St. Peter Port, Guernsey GY1 3QL. The Company’s
Ordinary Shares were admitted to trading on the London Stock Exchange on 18 October 2021.
The Audited Consolidated Financial Statements (the “Consolidated Financial Statements” or the “Financial
Statements”) comprise the financial statements of Castelnau Group Limited and Castelnau Group Services
Limited (the “Subsidiary”) (incorporated on 14 June 2022), together referred to as the “Group”.
The Group’s principal activity is to seek to achieve a high rate of compound return over the long term by carefully
selecting investments using a thorough and objective research process and paying a price which provides a
material margin of safety against permanent loss of capital, but also a favourable range of outcomes.
Details of the Directors, Investment Manager and Advisers can be found on page 83.
The Financial Statements of the Group are presented for the year ended 31 December 2025 and were authorised
for issue by the Board on 20 April 2026.
2. Accounting policies
a. Statement of compliance
The Financial Statements have been prepared in accordance with IFRS Accounting Standards as issued by the
International Accounting Standards Board (“IASB”) and are in compliance with The Companies (Guernsey) Law,
2008. The Group is subject also to the continuing obligations imposed on all investment companies whose shares
are admitted to trading on the Main Market of the London Stock Exchange.
These Financial Statements are presented in Sterling (“GBP” or “£”), which is also the Group’s functional currency.
b. Going concern
The Directors have assessed the Group’s ability to continue as a going concern, taking into account it’s investment
objective (as set out on page 3), financial risk management strategies, and principal risks.
As part of this assessment, the Directors note that the Group currently has loan liabilities of £81.3 million. This is
following the refinancing of £60 million during the year through a new £65 million facility with Shawbrook Bank
Limited. The additional headroom available under this facility will provide the ability to fund interest payments and
facility costs over the next six months. The remaining £14 million loan facility was extended by 3 years, ensuring that
the Group retains access to additional cash resources, if required.
At 31 December 2025, the Group’s total assets were £478.7 million, predominantly comprising private investments.
While these assets are illiquid by nature, they could be realised if necessary to meet the Group’s obligations,
including debt repayment.
Having considered the refinancing arrangements, available borrowing facilities, the liquidity and value of the
Group’s asset base, and the expected income profile, the Directors are satisfied that the Group has sufficient
resources to continue operations and to meet its liabilities as they fall due for at least twelve months from the
Notes to the Consolidated Financial
Statements
For the year ended 31 December 2025
Financial Statements
Castelnau Group Ltd Annual Report 2025
54
date of approval of these Consolidated Financial Statements. No material uncertainties in respect of the Group’s
ability to continue as a going concern have been identified. Accordingly, the Consolidated Financial Statements
have been prepared on a going concern basis.
c. Basis of measurement
The Financial Statements have been prepared under the historical cost basis, except for financial assets held at
fair value through profit or loss (“FVTPL”) and loans measured at amortised cost less impairment.
d. New standards, interpretations and amendments adopted by the Group
A number of new standards, amendments to standards and interpretations are effective for the annual periods
beginning on or after 1 January 2025:
IAS 21
Lack of Exchangeability (amendments to IAS 21)
1 January 2025
The adoption of this amendment has not had a material impact on the Financial Statements of the Group.
e. New standards and interpretations not yet adopted by the Group
Certain new accounting standards and interpretations have been published that are not mandatory for
31 December 2025 reporting periods and have not been early adopted by the Group. The Directors are in process
of assessing the impact of the adoption of the new standards on the financial statements.
IFRS 9; Classification and Measurement of Financial Instruments (amendments to IFRS 9 1 January 2026
IFRS 7 and IFRS 7)
IFRS 19
Subsidiaries without Public Accountability: Disclosures
1 January 2027
IFRS 18
Presentation and Disclosure in the Financial Statements
1 January 2027
f. Basis of consolidation
The Group’s Financial Statements consolidate those of the parent company and its subsidiary as of 31 December
2025. The reporting date for the Group is 31 December.
A subsidiary is an entity over which the Company exercises control. A subsidiary is fully consolidated from the date
on which control is transferred to the Company. They are deconsolidated from the date that control ceases.
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the
investee and has the ability to affect those returns through its power over the investee. Specifically, the Company
controls an investee if, and only if, the Company has:
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of
the investee),
• Exposure, or rights, to variable returns from its involvement with the investee, and
• The ability to use its power over the investee to affect its returns.
All transactions and balances between Group companies are eliminated on consolidation, including unrealised
gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset
sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective.
Amounts reported in the financial statements of the Subsidiary have been adjusted where necessary to ensure
consistency with the accounting policies adopted by the Group.
Profit or loss and other comprehensive income of the Subsidiary is recognised from the effective date of
acquisition, or up to the effective date of disposal, as applicable.
Notes to the Consolidated Financial Statements – continued
Financial Statements
Castelnau Group Ltd Annual Report 2025
55
The main purpose and activity of the Subsidiary is to provide services that relate to the Group’s investment
activities and therefore the entity is required to consolidate the Subsidiary.
Set out below are the details of the Subsidiary held directly by the Group:
Name of Subsidiary
Date of acquisition
Domicile
Ownership
Castelnau Group Services Limited “CGSL”
14 June 2022
United Kingdom
100%
Castelnau Group Limited acquired 50,000 ordinary shares in CGSL at a total cost of £50,000. No goodwill, bargain
purchase or other gains were recognised on the acquisition of CGSL.
As at 31 December 2025, the net asset value of CGSL is positive £254,955 (31 December 2024: negative £59,172)
which is made up of assets of £399,734 and liabilities of £144,779 (31 December 2024: assets of £54,808 and
liabilities of £113,980).
The objective of CGSL is to provide skilled services to the Group’s portfolio companies. Additional background
information can be found in the Directors’ Report on page 21.
3. Material accounting policies
a. Financial instruments
Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual
provisions of the financial instrument. Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are
transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expired.
Financial assets
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing component all financial assets are
initially measured at fair value adjusted for transaction costs (where applicable).
Financial assets are classified into one of the following categories:
• amortised cost,
• fair value through profit or loss (FVTPL), or
• fair value through other comprehensive income (FVOCI).
In the periods presented, the Group does not have any financial assets categorised as FVOCI.
The classification is determined by both:
• the entity’s business model for managing the financial asset, and
• the contractual cash flow characteristics of the financial asset.
Subsequent measurement of financial assets
a) Investments as FVTPL
Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration
given and excluding transaction or other dealing costs associated with the investment. Refer to note 4 and note 17
for judgements, estimations and assumptions made in relation to financial instruments.
Financial Statements
Castelnau Group Ltd Annual Report 2025
56
After initial recognition, investments are measured at fair value through profit or loss. Gains or losses on
investments measured at fair value through profit or loss are included in the Consolidated Statement of
Comprehensive Income and transaction costs on acquisition or disposal of investments are also included in the
Consolidated Statement of Comprehensive Income.
For investments that are actively traded in organised financial markets, fair value is determined by reference to
stock exchange quoted market bid prices at the close of business on the year end date. All purchases and sales
of investments are recognised on the trade date, i.e. the date that the Group commits to purchase or sell an asset.
Investments held at fair value through profit or loss are initially recognised at fair value, being the consideration
given and excluding transaction or other dealing costs associated with the investment.
Unquoted investments are measured at fair value, which is determined by the Directors in accordance with the
International Private Equity and Venture Capital Valuation Guidelines and IFRS 13. Valuation reports provided by
the Investment Manager of the unquoted investments are used to calculate the fair value where there is evidence
that the valuation is derived using fair value principles that are consistent with the Group’s accounting policies
and valuation methods. Such valuation reports may be adjusted to take account of changes or events to the
reporting date, or other facts and circumstances which might impact the underlying value.
Upon the sale of an investment, in part or wholly, the fair value would be the expected sale price where this is
known or can be reliably estimated.
b) Financial assets at amortised cost
The Group’s financial assets at amortised cost are made up of investments - loans, interest receivable and trade
and other receivables.
Financial assets are measured at amortised cost if the assets meet the following conditions (and are not
designated as FVTPL):
• they are held within a business model whose objective is to hold the financial assets and collect its contractual
cash flows, and
• the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
After initial recognition, these are measured at amortised cost using the effective interest method.
Discounting is omitted where the effect of discounting is immaterial.
Impairment of financial assets
The impairment requirements of IFRS 9 use forward-looking information to recognise expected credit losses –
the ‘expected credit loss (ECL) model’. Instruments within the scope of the requirements included loans and trade
receivables.
The Group considers a broader range of information when assessing credit risk and measuring expected credit
losses, including past events, current conditions, reasonable and supportable forecasts that affect the expected
collectability of the future cash flows of the instrument.
In applying this forward-looking approach, a distinction is made between:
• financial instruments that have not deteriorated significantly in credit quality since initial recognition or that
have low credit risk (‘Stage 1’), and
Notes to the Consolidated Financial Statements – continued
Financial Statements
Castelnau Group Ltd Annual Report 2025
57
• financial instruments that have deteriorated significantly in credit quality since initial recognition and whose
credit risk is not low (‘Stage 2’).
‘Stage 3’ would cover financial assets that have objective evidence of impairment at the reporting date.
‘12-month expected credit losses’ are recognised for the first category (i.e. Stage 1) while ‘lifetime expected credit
losses’ are recognised for the second category (i.e. Stage 2).
Measurement of the expected credit losses is determined by a probability-weighted estimate of credit losses over
the expected life of the financial instrument.
Write-off
The Group shall directly reduce the gross carrying amount of a financial asset when the Group has no
reasonable expectations of recovering a financial asset in its entirety or a portion thereof. A write-off constitutes a
derecognition event.
Fair value hierarchy
Under IFRS 13, investment companies are required to disclose the fair value hierarchy that classifies financial
instruments measured at fair value at one of three levels according to the relative reliability of the inputs used to
estimate the fair values.
Level 1 Valued using quoted prices in active markets for identical assets
Level 2 Valued by reference to valuation techniques using observable inputs other than quoted prices included
within Level 1
Level 3 Valued by reference to valuation techniques using inputs that are not based on observable market data
Categorisation within the hierarchy has been determined on the basis of the lowest level input that is significant to
the fair value measurement of the relevant asset.
Receivables
Other receivables are amounts due in the ordinary course of business. If collection is expected in one year or
less, they are classified as current assets. If not, they are presented as non-current assets. Other receivables are
recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate
method, less provision for impairment assessed using the simplified approach of expected credit loss model on
experience of previous losses and expectation of future losses.
Financial liabilities
Classification and measurement of financial liabilities
The Group’s financial liabilities are made up of loans payable, finance costs payable, financial guarantee liability,
and other payables. Financial liabilities are initially measured at fair value, and, where applicable, adjusted for
transaction costs unless the Group designated a financial liability at FVTPL.
Subsequently, financial liabilities are measured at amortised cost using the effective interest method except
for financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses
recognised in profit or loss. All interest-related charges and, if applicable, changes in an instrument’s fair value
that are reported in profit or loss are included within finance costs or finance income.
The financial guarantee liability is subsequently measured at the higher of the ECL determined in accordance with
IFRS 9 and the unamortised amount of its initial fair value.
Financial Statements
Castelnau Group Ltd Annual Report 2025
58
b. Income and expenses
All income and expenses are included in the Consolidated Statement of Comprehensive Income on an accruals
basis and are recognised through profit or loss in the Consolidated Statement of Comprehensive Income.
c. Foreign currency
The currency of the primary economic environment in which the Group operates (the functional currency) is
Pound sterling (“Sterling”), which is also the presentational currency of the Group. Transactions involving currencies
other than Sterling are recorded at the exchange rate ruling on the transaction date. At each year end date,
monetary items and non-monetary assets and liabilities, which are fair valued, and which are denominated in
foreign currencies, are retranslated at the closing rates of exchange. Such exchange differences are included in
the Consolidated Statement of Comprehensive Income as net gains on foreign currency and net gains/(losses)
on financial assets at fair value through profit or loss, as appropriate.
d. Cash and cash equivalents
Cash and cash equivalents in the Consolidated Statement of Cash Flows comprise cash held at bank.
e. Share capital
The Group’s Ordinary Shares are classified as equity in accordance with IAS 32. There is no contractual obligation
to deliver cash or another financial asset.
f. Taxation
The parent company, Castelnau Group Limited, has been granted Exempt Status under the terms of The Income
Tax (Exempt Bodies) (Guernsey) Ordinance, 1989 to income tax in Guernsey. Its liability for Guernsey taxation is
limited to an annual fee of £1,600 (2024: £1,600). The activities of the Company do not constitute relevant activities
as defined by the Income Tax (Substance Requirements) (Implementation) Regulations, 2018 (as amended) and
as such the Company was out of scope.
The tax expense represents the aggregate amount of current and deferred tax recognised in the reporting period
for the Subsidiary, domiciled in the United Kingdom. Tax is recognised in profit or loss, except to the extent that it
relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in
other comprehensive income or directly in equity, respectively.
Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the
amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively
enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date.
Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will
be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured
using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are
expected to apply to the reversal of the timing difference.
g. Operating segments
The Board, which is the Chief Operating Decision Maker, has considered the requirements of IFRS 8 “Operating
Segments” and is of the opinion that the Group is engaged in two segments of business. In identifying these
operating segments, management follows the objectives of Castelnau Group Limited and the Subsidiary. The
financial information used by the Board to manage the Group presents the business as two segments. Segment
information is measured on the same basis as that used in the preparation of the Group’s Consolidated Financial
Statements.
Notes to the Consolidated Financial Statements – continued
Financial Statements
Castelnau Group Ltd Annual Report 2025
59
The Group receives revenues from interest on loans, bank interest and consultancy services. Segment information
for the financial year is detailed in note 6.
4. Judgements, estimations or assumptions
The Directors have reviewed matters requiring judgements, estimations or assumptions. The preparation of the
Financial Statements requires management to make judgements, estimations or assumptions that affect the
amounts reported for assets and liabilities as at the year-end date and the amounts reported for revenue and
expenses during the year. However, the nature of the estimation means that actual outcomes could differ from
those estimates.
Key sources of estimation uncertainty
4.1 Investment valuation
The critical estimate or assumption that may have a significant risk of causing a material adjustment to the
Group’s NAV relates to the valuation of the Group’s unquoted (Level 3) investments, which is approximately 122.0%
of the Group’s NAV.
The Level 3 holdings are valued in line with accounting policies as disclosed in note 3(a).
Whilst the Board considers the methodologies and assumptions adopted in the valuation of unquoted
investments are reasonable and robust, because of the inherent uncertainty of the valuation, the values used
may differ significantly from the values that would have been used had a ready market for the investment existed
and the differences could be significant. These values may need to be revised as circumstances change and
material adjustments may still arise as a result of revaluation of the unquoted investments fair value within the
next year. See note 17 for further information regarding the valuation of investments and the sensitivity of fair value
to changes in unobservable inputs.
Judgements
4.2 Assessment as investment entity
Entities that meet the definition of an investment entity within IFRS 10 are required to measure their subsidiaries at
fair value through profit or loss rather than consolidate them. The criteria which define an investment entity are as
follows:
(i) An entity that obtains funds from one or more investors for the purpose of providing those investors with
investment services;
(ii) An entity that commits to its investors that its business purpose is to invest solely for returns from capital
appreciation, investment income or both; and
(iii) An entity that measures and evaluates the performance of substantially all of its investments on a fair
value basis.
The Group has several investors that have access to investment management services and opportunities. In
addition, some of the investors are not related parties of the Group or members of the Group.
The Group’s objective to provide a “high rate of compound return” is consistent with that of an investment entity.
The Group has clearly defined exit strategies for each of its investment classes, these strategies are again
consistent with an investment entity.
Financial Statements
Castelnau Group Ltd Annual Report 2025
60
The Group uses a variety of methods or valuation techniques and makes assumptions based on market
conditions existing at each Consolidated Statement of Financial Position date to value financial assets at fair value
through profit or loss that are not traded in active markets. The valuation techniques have been prepared with
the goal that fair value measurements derived when using these valuation techniques are compliant with IFRS
Accounting Standards as issued by the IASB. The Board has satisfactorily benchmarked this methodology with an
independent third party.
The Directors, upon considering the above criteria, have concluded that the Group meets the definition of an
investment entity. Therefore, the Group has classified its investments at fair value through profit or loss in the
Consolidated Statement of Financial Position with the exception of CGSL. An investment entity is still required to
consolidate a subsidiary where that subsidiary largely provides services that relate to the investment entity’s
activities. The subsidiary is discussed in note 2(f).
4.3 Financial guarantee liability
The recognition and measurement of the financial guarantee require the Board to make significant judgements
and assumptions about future events, particularly in assessing expected recovery outcomes and the timing of
recoveries, including matters subject to ongoing legal proceedings. These estimates are inherently uncertain and
actual outcomes may differ from those assumed, which could result in a material adjustment to the carrying
amount of the liability in future periods. At the reporting date, the Board considers the risk of financial guarantee
being called to be low as further discussed in note 18.
5. Investments
For the year ended 31 December 2025
FVTPL Amortised cost
Equity Loans Total
GBP GBP GBP
INVESTMENTS
Opening portfolio cost
303,492,833
22,768,837
326,261,670
Purchases at cost
19,573,367
5,270,000
24,843,367
Proceeds on maturity/principal repayment
-
(7,100,000)
(7,100,000)
Adjustment arising from recognition
495,361
-
495,361
of financial guarantee (note 18)
Closing portfolio cost
323,561,561
20,938,837
344,500,398
Unrealised gains on investments
200,912,600
-
200,912,600
Unrealised losses on investments
(68,425,989)
(3,710,450)*
(72,136,439)
Fair value/carrying amount
456,048,172
17,228,387
473,276,559
Movement in unrealised gains on investments
66,885,748
–
66,885,748
Movement in unrealised losses on investments
(8,261,242)
(1,161,950)*
(9,423,192)
Net gains/(losses) on financial assets
58,624,506
(1,161,950)
57,462,556
* As at 31 December 2025, £3,710,450 of unrealised losses on investments at amortised cost represents expected credit losses on loan facilities with
Showpiece Technologies Limited and Rawnet Limited. The movement of unrealised losses on £1,161,950 represents the movement in expected
credit losses on loans.
Notes to the Consolidated Financial Statements – continued
Financial Statements
Castelnau Group Ltd Annual Report 2025
61
For the year ended 31 December 2024
FVTPL Amortised cost
Equity Loans Total
GBP GBP GBP
INVESTMENTS
Opening portfolio cost
291,883,601
18,738,255
310,621,856
Purchases at cost
14,359,233
13,967,582
28,326,815
Proceeds on maturity/principal repayment
–
(9,400,000)
(9,400,000)
Realised losses on maturity/write-off
(2,750,001)
(537,000)*
(3,287,001)
Closing portfolio cost
303,492,833
22,768,837
326,261,670
Unrealised gains on investments
134,026,852
–
134,026,852
Unrealised losses on investments
(60,164,747)
(2,548,500)*
(62,713,247)
Fair value/carrying amount
377,354,938
20,220,337
397,575,275
Realised losses on maturity/write-off
(2,750,001)
(537,000)*
(3,287,001)
Movement in unrealised gains on investments
103,646,231
–
103,646,231
Movement in unrealised losses on investments
(11,035,431)
570,478*
(10,464,953)
Net gains on financial assets
89,860,799
33,478
89,894,277
* As at 31 December 2024, £537,000 of realised losses on loans represents partial write-off of loan facility with Rawnet Limited, and £2,548,500 of
unrealised losses on investments at amortised cost represents expected credit losses on loan facility with Showpiece Technologies Limited.
The movement of unrealised losses on £570,478 represents the movement in expected credit losses on loans.
The transaction charges on the purchase and sale of investments during the current year were £nil (31 December
2024: £nil) included in the Consolidated Statement of Comprehensive Income.
Refer to note 17 for additional disclosure on the fair value measurement of the investments.
5.1 Loans
The Group had a loan facility of £2,000,000 dated 5 June 2024 with Dignity Group Holdings Limited as borrower.
The termination date was 31 December 2026, with interest accruing at 15% per annum. The loan was fully repaid on
28 November 2025.
The Group had a loan facility of £1,500,000 with Rawnet Limited as borrower. On 21 November 2024, the termination
date was extended to 16 February 2026, and it was agreed that no interest shall accrue or be payable on the
first £1,272,255 of principal outstanding from time to time. It was also agreed that interest shall accrue and be
payable on any amount of principal above £1,272,255 at a rate of 7% per annum. Further, on 30 November 2024,
the Group agreed to a partial write-off of £537,000, resulting in the principal outstanding at that date reducing to
£885,255. The amount of any loan on which interest shall accrue and be payable was also reduced by the partial
write-off amount in 2024 and interest now accrues and is payable on any loan amounts exceeding £735,255. This
is governed by terms of the amended loan agreement. During the year, a further £885,255 was recognised as
expected credit losses. Post year end, the termination date was extended to 31 December 2026.
The Group had a loan facility of £4,399,999 dated 13 October 2022 with Silverwood Brands Plc (“Silverwood”)
as borrower. The termination date was 12 April 2024. Interest was accrued at 15%. On 29 January 2024, the loan
(excluding £855,287 accrued interest) was converted into equity in Silverwood at conversion price of 54 pence
per Ordinary Share. The accrued interest of £855,287 was capitalised and is governed by the original loan terms,
accruing interest at 15%, with termination date extended to 29 January 2026. Post year end, the termination date
was extended to 29 July 2026.
Financial Statements
Castelnau Group Ltd Annual Report 2025
62
The Group had a loan facility of £450,000 dated 15 November 2023 with Phoenix S.G. Limited as borrower.
The facility was extended to account for the costs of the administration process for Stanley Gibbons, and the
initial working capital required for the Strand Collectibles entity which reacquired the assets from administration.
The termination date was 31 December 2023. Interest was accrued at 5% and remains payable. During the year
ended 31 December 2024, there were further increases to the facility up to £11,366,000 and the interest rate was
amended to (i) 15% per annum on outstanding principal at 21 October 2024 up to and including £5,933,295 and
(ii) 7% per annum payable on outstanding balances exceeding £5,933,295. The termination date was extended to
31 December 2025. Post year end, an amended agreement extended the termination date to 31 December 2026.
The Group had a loan facility of £2,000,000 dated 11 March 2022 with Cambium Group UK Holdings Limited as
original borrower. The termination date was 11 March 2023. Prior to this date, the loan facility was increased to
£7,500,000 and the termination date was extended to 11 March 2025. Following this, additional increases were
made during the year ended 31 December 2024 up to £15,250,000. On 20 December 2024, the loan was novated
with Cambium International Limited (“CBI”) as the new borrower and the termination date was extended to
30 June 2025. As part of the loan novation, £5,000,000 of the outstanding loan was converted into equity via
the issuance of 13,784 ordinary shares in CBI to the Group. On 23 December 2025, a further £4,500,000 of the
outstanding loan was converted into equity via the issuance of 12,843 ordinary shares in CBI to the Group. On
26 June 2025, the termination date was extended to 31 December 2025 and on 30 December 2025, it was further
extended to 31 December 2026. Interest accrues and is payable on any loan amount exceeding £6.5 million at a
rate of 7% per annum.
The Group has a loan facility of £4,200,000 with Showpiece Technologies Limited as borrower with termination
date of 19 November 2024. On 11 August 2024, the termination date was extended to 19 November 2025 and on
7 October 2025, it was further extended to 31 December 2026. At 31 December 2025, an expected credit loss of
£2,825,195 (31 December 2024: £2,548,500) was recognised.
The utilised amounts on each facility are disclosed on the Portfolio Holdings on page 7.
5.2 Interests in unconsolidated structured entities
Below is a summary of the Group’s holdings in unconsolidated structured entities as at 31 December 2025
and 2024.
Ownership Ownership
Name of investee company
Date of acquisition
Domicile
2025 2024
Rawnet Limited
12 February 2021
United Kingdom
100.0%
100.0%
Showpiece Technologies Limited
12 November 2021
United Kingdom
80.0%
80.0%
Hornby Plc
14 October 2021
United Kingdom
58.2%
54.9%
Ocula Technologies Holdings Limited
22 January 2021
United Kingdom
40.5%
41.6%
Silverwood Brands Plc
13 October 2022
United Kingdom
29.2%
29.9%
Iona Star LP
25 September 2024
United Kingdom
31.7%*
45.0%*
Phoenix SG Limited
14 October 2021
Cayman Islands
70.5%
64.1%
Cambium International Limited
14 October 2021
Cayman Islands
92.5%
90.3%
Valderrama Limited
14 April 2023
Channel Islands
65.9%
65.4%
* Represents percentage of the fund.
Notes to the Consolidated Financial Statements – continued
Financial Statements
Castelnau Group Ltd Annual Report 2025
63
6. Segment reporting
The Group had two reportable segments which are Castelnau Group Limited (an investment company with an
objective to compound Shareholders’ capital at a higher rate of return than the FTSE All-Share Total Return Index
over the long term) and Castelnau Group Services Limited (a company that provides marketing and branding
services). In identifying these operating segments, management follows the objectives of Castelnau Group Limited
and Castelnau Group Services Limited.
The accounting policy for the reportable segments is consistent with the Group’s accounting policy described in
note 3.
Segment information for the financial year is as follows:
Castelnau
Castelnau Services Total
Group Group 31 December
Limited Limited 2025
GBP GBP GBP
Income
Consultancy services
–
1,498,670
1,498,670
Interest income
1,816,729
222
1,816,951
Segment income
1,816,729
1,498,892
3,315,621
Gross wages
–
(1,108,430)
(1,108,430)
Other expenses
(5,827,300)
(76,334)
(5,903,634)
(5,827,300)
(1,184,764)
(7,012,064)
Finance costs
(7,879,633)
–
(7,879,633)
Net gains on financial assets
57,462,556
–
57,462,556
Segment profit before tax
45,572,352
314,128
45,886,480
Taxation
–
–
–
Segment comprehensive income
45,572,352
314,128
45,886,480
Segment assets
478,348,867
399,734
478,748,601
Segment liabilities
(104,888,575)
(144,779)
(105,033,354)
Segment net assets
373,460,292
254,955
373,715,247
Financial Statements
Castelnau Group Ltd Annual Report 2025
64
Notes to the Consolidated Financial Statements – continued
Segment information for the year ended 31 December 2024 is as follows:
Castelnau
Castelnau Services Total
Group Group 31 December
Limited Limited 2024
GBP GBP GBP
Income
Consultancy services
–
1,112,507
1,112,507
Interest income
1,139,285
–
1,139,285
Other income
1,102
–
1,102
Segment income
1,140,387
1,112,507
2,252,894
Gross wages
–
(1,060,030)
(1,060,030)
Other expenses
(1,462,730)
(181,920)
(1,644,650)
(1,462,730)
(1,241,950)
(2,704,680)
Finance costs
(7,495,854)
–
(7,495,854)
Net gains on financial assets
89,894,277
–
89,894,277
Segment profit/(loss) before tax
82,076,080
(129,443)
81,946,637
Taxation
–
–
–
Segment comprehensive income/(loss)
82,076,080
(129,443)
81,946,637
Segment assets
398,821,511
54,808
398,876,319
Segment liabilities
(81,519,387)
(113,980)
(81,633,367)
Segment net assets/(liabilities)
317,302,124
(59,172)
317,242,952
Financial Statements
Castelnau Group Ltd Annual Report 2025
65
7. Expenses
31 December 31 December
2025 2024
GBP GBP
Administration fees
152,586
136,582
Audit fees
90,605
91,611
Broker fees
75,000
90,000
Change in fair value of earn-out liability
–
(57,765)
Custody fee
67,057
58,595
Depreciation of office equipment
1,142
805
Directors' fee
140,400
135,000
Employee benefits* 1,108,430 1,060,030
Legal and professional fees**
1,531,765
797,760
Operating expenses
24,723
82,470
Sundry costs
166,827
261,361
Depositary fee
53,529
48,231
Financial guarantee expense (note 18)
3,600,000
–
7,012,064
2,704,680
** Includes non-audit fees in relation to desktop review of the unaudited condensed consolidated interim financial statements of £7,350 and legal
fees associated with the refinancing arrangements of £805,594 (31 December 2024: non-audit fees of £7,000).
7.1 Employee benefits expense
31 December 31 December
2025 2024
GBP GBP
*Included in expenses
Wages and salaries
958,947
928,485
Employers' national insurance contributions
121,500
117,686
Pension costs
25,075
16,313
Employee healthcare
2,653
2,255
HMRC employers' allowance
255
(4,709)
1,108,430
1,060,030
Financial Statements
Castelnau Group Ltd Annual Report 2025
66
Notes to the Consolidated Financial Statements – continued
8. Trade and other receivables
31 December 31 December
2025 2024
GBP GBP
Prepayments
72,312
48,336
Interest receivable
2,405,702
798,809
Trade receivables
98,499
18,859
2,576,513
866,004
9. Other payables
31 December 31 December
2025 2024
GBP GBP
Other accrued expenses
466,450
339,196
Trade payables
871
16,786
Social security and other taxes
76,106
43,057
543,427
399,039
10. Share capital
31 December 31 December
2025 2024
GBP GBP
Share capital at the beginning of the year
289,155,778
285,111,250
Issue of Ordinary Shares
10,585,815
4,044,528
Allotted, called up and fully paid Ordinary Shares*
299,741,593
289,155,778
Class B Share held by the Investment Manager**
1
1
Total Share capital at the end of the year
299,741,594
289,155,779
31 December 31 December
2025 2024
Number of Number of
Ordinary Shares Ordinary Shares
Ordinary Shares at the beginning of the year
322,829,422
318,635,256
Issue of Ordinary Shares
10,678,624
4,194,166
Total Ordinary Shares in issue at the end of the year*
333,508,046
322,829,422
Class B Share held by the Investment Manager**
1
1
* No par value with one voting right per share
** Held by the Investment Manager with no voting rights
Financial Statements
Castelnau Group Ltd Annual Report 2025
67
On 3 February 2025, the Group issued 9,622,167 Ordinary Shares in relation to the acquisition of Farewill Limited by
Dignity Ventures Limited. The acquisition was financed through a share-for-share exchange, which resulted in the
Group acquiring an additional 5.6 million shares in Valderrama Limited, increasing its ownership of Valderrama’s
issued share capital from 65% to 66%.
On 13 May 2025, the Group issued 1,056,457 Ordinary Shares through a share-for-share exchange to the
shareholders of Hornby Plc who elected to convert their shares into Castelnau shares, following the voluntary
cancellation of admission of ordinary shares approved by Hornby shareholders. Following the share exchange, the
Group increased its ownership of Hornby’s issued share capital from 54.9% to 58.2%.
The Group did not purchase any of its own shares during the year ended 31 December 2025 or during the year
ended 31 December 2024. No shares were cancelled during either year.
No shares were held in Treasury or sold from Treasury during the year ended 31 December 2025 or during the year
ended 31 December 2024.
11. Earnings per Ordinary Share
Earnings per Ordinary Share is based on the profit of £45,886,480 (31 December 2024: profit of £81,946,637)
attributable to the weighted average of 332,256,035 (31 December 2024: 320,236,116) Ordinary Shares in issue
during the year.
There is no difference between the weighted average diluted and undiluted number of Ordinary Shares. There is
no difference between basic and diluted earnings per share as there are no diluted instruments.
12. Net assets per Ordinary Share
The figure for net assets per Ordinary Share is based on net assets of £373,715,247 (2024: £317,242,952) divided by
333,508,046 voting Ordinary Shares in issue at 31 December 2025 (2024: 322,829,422).
13. Material agreements
Details of the management, administration and secretarial contracts can be found in the Directors’ Report on
page 21. There were no transactions with Directors other than those disclosed in note 14. As at 31 December 2025,
there were no fees payable to PAMP (31 December 2024: £Nil).
a) Investment Manager and Alternative Investment Fund Manager (“AIFM”)
The Investment Manager will not receive a management fee in respect of its portfolio management services
to the Group. The Investment Manager will become entitled to a performance fee subject to meeting certain
performance thresholds.
The Company’s performance is measured over consecutive periods of not less than three years (each a
“Performance Period”) and the Performance Fee is equal to one third of the outperformance of the Net Asset
Value total return (on an undiluted basis and excluding any accrual or payment of the Performance Fee) after
adjustment for inflows and outflows (such inflows and outflows including, for the avoidance of doubt, tender
payments and buybacks), with dividends reinvested, over the FTSE All-Share Total Return Index (“Benchmark”), for
each Performance Period (or, where no performance fee is payable in respect of a financial year, in the period
Financial Statements
Castelnau Group Ltd Annual Report 2025
68
Notes to the Consolidated Financial Statements – continued
since a Performance Fee was last payable). The Net Asset Value total return is based on the weighted number and
Net Asset Value of the Ordinary Shares in issue over the relevant Performance Period. The first Performance Period
ran from Initial Admission to 31 December 2024.
The fee is calculated by reference to the closing net asset value (“Closing NAV”) rather than the average net
asset value, and will be compared to the ‘Benchmark NAV’. The Closing NAV is the reported net asset value of the
Company at the period end, excluding any accrued performance fees. This is compared to the Benchmark NAV,
which is the Company’s opening NAV for the Performance Period to which the Benchmark return is applied. The
Benchmark NAV is also adjusted for the impact of inflows and outflows to the share capital of the Company, to
ensure that both the Closing NAV and Benchmark NAV reflect performance adjusted for the impact of these events.
No performance fee will be earned until the net asset value (“NAV”) per Ordinary Share is above the original NAV
per Ordinary Share at IPO (100p), adjusted for the performance of the Benchmark. The fee will be paid in new
Ordinary Shares.
During the year, performance fees of £Nil (31 December 2024: £Nil) were charged to the Group, of which £Nil
(31 December 2024: £Nil) remained payable at the end of the year.
b) Administrator and Secretary
Northern Trust International Fund Administration Services (Guernsey) Limited (the “Administrator”) is entitled to:
(i) an administration fee of 0.05% of the Net Asset Value of the Group up to £200 million, 0.03% of the NAV of the
Group between £200 million and £400 million, and 0.02% of the NAV of the Group over £400 million (subject to
a minimum administration fee of £60,000); (ii) a financial reporting fee of £10,000; (iii) a company secretarial
services fee of £10,000; and (iv) an additional fee of £2,000 while the Administrator acts as the Group’s nominated
firm (as described in the Financial Conduct Authority (“FCA”) Handbook), in each case per annum (exclusive of
VAT). In addition, the Administrator is entitled to certain other fees for ad hoc services rendered from time to time.
During the year, administration and secretarial fees of £140,586 (31 December 2024: £124,582) were charged to the
Group by the Administrator, of which £71,120 (31 December 2024: £97,198) remained payable at the end of the year.
c) Depositary
Northern Trust (Guernsey) Limited (the “Depositary”) is entitled to: (i) a custody fee of 0.02% of the NAV of the Group
(subject to a minimum of £20,000); and (ii) a depositary services fee of 0.02% of the NAV of the Group up to £200 million,
falling to 0.01% of the NAV of the Group over £200 million (subject to a minimum depositary services fee of £20,000), in
each case per annum (exclusive of VAT). In addition, the Depositary is entitled to certain other fees for ad hoc services
rendered from time to time. During the year, depositary fees of £53,529 (31 December 2024: £48,231) and custody fees
of £67,057 (31 December 2024: £58,595) were charged to the Group, of which £12,379 (31 December 2024: £8,684) and
£16,142 (31 December 2024: £9,691) respectively, remained payable at the end of the year.
Financial Statements
Castelnau Group Ltd Annual Report 2025
69
14. Related parties
Directors’ remuneration & expenses
The Directors’ fees for the year are as follows:
31 December 31 December
2025 2024
GBP GBP
Joanne Peacegood
41,600
40,000
Andrew Whittaker
36,400
35,000
Joanna Duquemin Nicolle
31,200
30,000
David Stevenson*
31,200
30,000
Richard Brown
–
–
140,400
135,000
* David Stevenson resigned 31 December 2025 while Rachael Robathan was appointed 1 January 2026.
Effective 1 January 2025, following a review of external market data, the annual fees were increased by 4% for all
Directors, with the exception of Richard Brown who continues to waive his right to a Director fee.
£Nil Directors’ fees were outstanding as at 31 December 2025 (31 December 2024: £Nil).
Shares held by related parties
The number of Ordinary Shares held by the Directors were as follows:
31 December 31 December
2025 2024
Number of Number of
Ordinary Shares Ordinary Shares
Joanne Peacegood
31,344
31,344
Andrew Whittaker
40,000
40,000
Joanna Duquemin Nicolle
75,000
75,000
David Stevenson
–
–
Richard Brown*
39,000
21,344
* Richard Brown purchased 17,656 Ordinary Shares on 14 November 2025.
As at 31 December 2025, the Investment Manager held zero Ordinary Shares and one Class B Share
(31 December 2024: zero Ordinary Shares and one Class B Share) of the Issued Share Capital. Partners and
employees of the Investment Manager held 251,915 Ordinary Shares (31 December 2024: 91,881 Ordinary Shares).
Valderrama/Dignity
The Group and SPWOne V Limited (“SPWOne”) are currently Valderrama’s principal controlling shareholders, with
the company having been incorporated for the purposes of a joint venture between the Group and SPWOne.
The Group and SPWOne agreed to invest in Valderrama for the purposes of making investments in line with the
Group’s investment objectives and investment policy, namely the acquisition of Dignity Plc.
Financial Statements
Castelnau Group Ltd Annual Report 2025
70
Notes to the Consolidated Financial Statements – continued
Economic interests in Valderrama are held 64% by the Group and 31% by SPWOne, with the remaining 5% held by
other parties. Notwithstanding this asymmetry in economic ownership, the Group and SPWOne hold equal voting
rights in Valderrama and share joint control of the entity. Governance within the joint venture therefore operates
on an equal footing, with key decisions requiring the consent of both parties. As a result, neither party is able to
unilaterally control the direction or management of this venture.
Mr. Steven Tatters, who is Chief Operating Officer of Phoenix Asset Management Partners Limited, the Investment
Manager, is a director of Valderrama and its subsidiaries. Mr. Tatters is also a director of Dignity Group Holdings
Limited and Dignity Funerals Limited.
Loans with Phoenix UK Fund Limited
On 27 August 2024, a revolving loan agreement for £4 million was entered into with Phoenix UK Fund Limited,
which was increased to £10 million on 27 November 2024, further increased to £14 million on 17 June 2025 and
subsequently increased to £24 million on 8 October 2025. Interest accrues at 7% per annum and is payable on the
termination date. As at 31 December, interest accrued was £829,052. On 10 September 2025, the termination date
was extended to 10 September 2028.
The Group had an unsecured term loan facility of £60 million made available through Phoenix UK Fund Limited, with
Morgan Stanley Bank N.A. as original lender. Interest was accrued at SONIA plus 7.5% per annum to 10 November
2023, SONIA plus 7.3% per annum from 11 November 2023 to 10 November 2024, and SONIA plus 7.15% per annum
thereafter. The loan was repayable on demand. On 12 September 2025, the Group fully repaid the £60 million Phoenix
UK Fund Limited unsecured term loan principal with £60 million of loan drawn under a new facility with Shawbrook
Bank Limited (“Shawbrook”). Further discussion on the loan with Shawbrook can be found in note 15. Following the
full repayment of the principal amount, the outstanding interest and fees accrued of £20,437,572 as at 31 December
2025 remain owed and repayable on demand.
At 31 December 2025, the outstanding principal debt to Phoenix UK Fund Limited was £19,643,000
(31 December 2024: 65,560,000). Total interest and facility fees charged on the loan facilities with Phoenix UK Fund
Limited for the year was £5,592,296 (31 December 2024: £7,495,854). £Nil was paid during the year (31 December
2024: £Nil), resulting in £21,266,624 payable at 31 December 2025 (31 December 2024: £15,674,328).
Other
Mr. Richard Brown is a non-executive director of the Group, and director and Chief Executive Officer of the
Subsidiary. Mr. Brown is also a director of Dignity Group Holdings Limited and Dignity Finance Plc.
Roderick Manzie is a director of the Subsidiary. Mr. Manzie is also a director of certain portfolio holding companies,
including companies in the pre-administration Stanley Gibbons Group Plc and Showpiece Technologies Limited.
Lorraine Smyth is a director of the Subsidiary. Ms. Smyth is also a director of Rawnet Ltd, a portfolio company.
A number of other Phoenix Asset Management Partners Limited employees hold directorships at certain Group
portfolio companies. The directorships are held in the normal course of business and enable Phoenix Asset
Management Partners Limited to be represented on the boards of the portfolio companies.
The Group has an agreement with Ocula to provide services to certain of the Group’s portfolio companies. Ocula
charged the Group £447,917 for the 12 months to 31 December 2025 (31 December 2024: £500,000). Under the terms
of the agreement, the annual fee payable to Ocula with be £250,000 per annum going forward.
During the year ended 31 December 2025, the Subsidiary provided consultancy services to the Group’s portfolio of
companies of £1,498,670 (31 December 2024: £1,112,507). These services were provided in the normal course of business.
Financial Statements
Castelnau Group Ltd Annual Report 2025
71
15. Reconciliation of liabilities arising from financing activities
The changes in the Group’s liabilities arising from financing activities is disclosed below:
31 December 31 December
2025 2024
GBP GBP
Loans payable at the beginning of the year
65,560,000
47,676,429
Loans received
75,708,000
17,883,571
Repayment of loans received
(60,000,000)
–
Loans payable at the end of the year
81,268,000
65,560,000
Finance costs payable at the beginning of the year
15,674,328
8,178,474
Finance costs charged
7,879,633
7,495,854
Repayment of finance costs
(827,395)
–
Finance costs payable at the end of the year
22,726,566
15,674,328
On 10 September 2025, the Group entered into a new £65 million senior secured revolving credit facility with
Shawbrook Bank Limited, secured by £276 million of specific assets of the Company as at 31 December 2025,
bearing interest at SONIA plus 3.9% per annum and payable every 6 months, terminating on 10 September 2028.
On 12 September 2025, £60 million of the drawn loan was used to fully repay the £60 million Phoenix UK Fund
Limited unsecured term loan principal. Total interest and facility fees charged on the Shawbrook loan for the year
was £2,287,337. £827,395 was paid during the year, resulting in £1,459,942 payable at 31 December 2025.
As at 31 December 2025, loans payable consists of £19.6 million principal outstanding to Phoenix UK Fund Limited
(see note 14) and £61.3 million principal outstanding to Shawbrook. Finance costs payable consists of £21.3 million
to Phoenix UK Fund Limited (see note 14) and £1.4 million to Shawbrook.
16. Financial instruments – risk analysis
The general risk analysis undertaken by the Board and its overall policy approach to risk management are set out
in the Directors’ Report. Issues associated with portfolio distribution and concentration risk are discussed in the
Investment Policy section of the Strategic Report. This note, which is incorporated in accordance with accounting
standard IFRS 7, examines in greater detail the identification, measurement and management of risks potentially
affecting the value of financial instruments and how those risks potentially affect the performance and financial
position of the Group. The risks concerned are categorised as follows:
(a) Potential Market Risks, which are principally:
(i) Currency risk,
(ii) Interest rate risk, and
(iii) Other price risk.
(b) Liquidity risk;
(c) Credit risk; and
(d) Capital management policies and procedures.
Financial Statements
Castelnau Group Ltd Annual Report 2025
72
Notes to the Consolidated Financial Statements – continued
Each is considered in turn below:
(a) (i) Currency risk
The portfolio as at 31 December 2025 was invested in Sterling securities and there was no currency risk arising from
the possibility of a fall in the value of Sterling impacting upon the value of investments or income.
The Group had no foreign currency borrowings at 31 December 2025 or 31 December 2024 and no sensitivity
analysis is presented for this risk.
(a) (ii) Interest rate risk
The Group did not hold fixed interest securities at 31 December 2025 or 31 December 2024.
With the exception of cash, no interest rate risks arise in respect of any current asset. All cash held as a current
asset is denominated in Sterling, earning interest at the bank’s or custodian’s variable interest rates.
As at 31 December 2025, the Group had loans payable of £81,268,000 (2024: £65,560,000) and interest accrues at
variable interest rate which exposes the Group to interest rate risk. The effect of an increase or decrease in interest
rates of 50 basis points would have resulted in an increase or decrease of £406,340 (2024: £327,800) in the net
assets attributable to equity holders. This analysis assumes that all other variables remain constant.
(a) (iii) Other price risk
The principal price risk for the Group is the price volatility of shares that are owned by the Group. As described in
the Alternative Investment Fund Manager and Investment Manager’s Report, the Group spreads its investments
across different sectors and geographies, but, as shown by the Portfolio Analysis in the Business Review, the Group
may maintain relatively strong concentrations in particular sectors selected by the Investment Manager.
As at 31 December 2025, the Group’s investment portfolio consists of all Level 3 assets and as such are not subject
to quoted market price risk. Through its Level 3 investments, the Group remains exposed to other price risk arising
from changes in valuation assumptions (discount rates, growth rate, margins and other inputs). Sensitivity
analyses for key unobservable inputs are presented in note 17. As at 31 December 2024, as a result of investments
in publicly traded portfolio companies with a total value of £21,253,483, the effect on the portfolio of a 10% increase
or decrease in market prices would have resulted in an increase or decrease of £2,125,348 in the investments held
at fair value through profit or loss at the year end, which is equivalent to 0.67% in the net assets attributable to
equity holders. This analysis assumed that all other variables remained constant.
(b) Liquidity risk
The Group considers expected cash flows from financial assets in assessing and managing liquidity risk, including
its cash resources and trade receivables. The Board retains a cash flow forecast, including specifically the loan
balances which are reviewed regularly and prior to any further loans being granted to the portfolio companies.
The following table analyses the Group’s liabilities into relevant maturity groupings based on the maturities at
the Consolidated Statement of Financial Position date. The amounts in the table are the undiscounted net cash
flows on the financial liabilities:
Financial Statements
Castelnau Group Ltd Annual Report 2025
73
1-12 More than 12
months
months
Total
As at 31 December 2025
Financial guarantee total exposure
–
6,113,402
6,113,402
Loans payable
–
81,268,000
81,268,000
Finance costs payable
21,897,514
829,052
22,726,566
Other payables
543,427
–
543,427
22,440,941
88,210,454
110,651,395
1-12 More than 12
months
months
Total
As at 31 December 2024
Financial guarantee total exposure
–
14,400,000
14,400,000
Loans payable
65,560,000
–
65,560,000
Finance costs payable
15,674,328
–
15,674,328
Other payables
399,039
–
399,039
81,633,367
14,400,000
96,033,367
(c) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group is exposed to credit
risk from financial assets including loans, cash and cash equivalents held at banks, and trade and other receivables.
The Group provides shareholder loans to certain portfolio companies as part of its overall investment strategy.
These loans form part of combined equity and debt investments and are not managed or assessed in isolation.
In accordance with IFRS 9, the Group assesses ECL on financial assets measured at amortised cost at each
reporting date. Given the nature of the Group’s investments, the assessment of expected credit losses is
performed through a recoverability analysis based on the enterprise value of the underlying portfolio companies
and the expected cash generation of those businesses, rather than through a statistical credit risk model.
Enterprise value for each portfolio company is determined as part of the Group’s valuation process and reflects
the Board’s assessment of the fair value of the business using appropriate valuation methodologies. The
recoverability of shareholder loans is assessed by comparing the enterprise value of the underlying company with
the outstanding loan balance.
In addition, the Board considers the expected ability of the underlying businesses to generate positive operating cash
flows, which in certain cases are expected to begin servicing and repaying shareholder loans within the next 12 months.
Under this approach:
- Where the enterprise value of the investee company exceeds the outstanding loan balance, the loan is
considered recoverable in full and no expected credit loss is recognised; and
- Where the enterprise value does not support full repayment of the loan, an impairment is recognised to reflect
the expected recoverable amount.
Repayment of shareholder loans may therefore occur through operating cash flows, refinancing, or enterprise
value realisation events, such as the sale of the underlying business or its assets.
Financial Statements
Castelnau Group Ltd Annual Report 2025
74
Notes to the Consolidated Financial Statements – continued
During the year, impairments were recognised where the enterprise value of the underlying investment did not
support full recovery of the loan balance. In all other cases the Board concluded that the loans were recoverable
in full based on enterprise value coverage and expected cash generation.
Given the nature of the Group’s investment structure and the recoverability assessment described above, the
Board considers expected credit losses on shareholder loans to be immaterial to the Financial Statements, other
than in instances where impairments have been recognised where enterprise value does not support full recovery
of the loan balance. At 31 December 2025, the Group has recognised expected credit losses on investments in
loans of £3,710,450 (2024: £2,548,500).
The Group invests in quoted and unquoted equities and fixed interest securities which are Level 1, Level 2 and Level
3 investments. The majority of cash is currently placed with The Northern Trust Company. The Group is subject to
credit risk to the extent that this institution may be unable to return this cash. The Northern Trust Company is a
wholly owned subsidiary of The Northern Trust Corporation. The Northern Trust Corporation is publicly traded and a
constituent of S&P 500. The Northern Trust Corporation has a credit rating of A from Standard & Poor’s and A2 from
Moody’s. At 31 December 2025, cash held at bank comprised £201,612 (2024: £150,369) held by the Depository which
is the maximum credit risk that the Group is exposed to.
Credit risk arising on transactions with brokers relates to transactions awaiting settlement. This risk is considered to
be very low because transactions are almost always undertaken on a delivery versus payment basis with member
firms of the London Stock Exchange.
The Group’s maximum exposure under the financial guarantee liability at the reporting date is approximately
£6.1 million (31 December 2024: £14.4 million), see further discussion in note 18.
(d) Capital management policies and procedures
The Group’s capital management objectives are:
• to ensure the Group’s ability to continue as a going concern; and
• to provide an adequate return to Shareholders by pursuing investment policies commensurately with the
level of risk.
The Group monitors capital on the basis of the carrying amount of equity, less cash and cash equivalents as
presented on the face of the Consolidated Statement of Financial Position.
The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial
liabilities. The Group manages the capital structure and makes adjustments to it in the light of changes in
economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to Shareholders (within the statutory limits
applying to investment trusts), return capital to Shareholders, issue new shares, or sell assets.
Financial Statements
Castelnau Group Ltd Annual Report 2025
75
17. Fair value measurement
IFRS 13 requires the Group to classify fair value measurements using a fair value hierarchy, as outlined in the
accounting policy in note 3, that reflects the significance of the inputs used in making the measurements. The
following table analyses, within the fair value hierarchy, the Group’s investments measured at fair value through
profit and loss as at 31 December 2025 and 2024:
31 December 31 December
2025 2024
GBP GBP
Classification
Level 1
–
21,253,483
Level 2
–
–
Level 3
456,048,172
356,101,455
Total investments held at ‘FVTPL’
456,048,172
377,354,938
The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period
during which the transfers have occurred. Following the delisting of Hornby Plc’s (“Hornby”) ordinary shares during
the year, the Group has classified its holding in Hornby as Level 3. There were no other transfers between levels
during the year (31 December 2024: none). The Group has classified its holding in Silverwood Brand Plc as Level 3
since 31 December 2023, due to the temporary suspension of trading of Silverwood Brand Plc’s ordinary shares on
the Aquis Growth Market. Silverwood recommenced trading in May 2024, however due to the low trading volumes,
these shares are not considered to be actively trading and therefore the listed price is not considered to be
representative of the fair value. Subsequent to year end, Silverwood’s ordinary shares were temporarily suspended
once again. As such, the Group’s holding in Silverwood continues to be classified as Level 3 and the measurement
of its fair value is discussed on the following page.
The following table presents the movement in Level 3 investments measured at fair value through profit and loss
for the years ended 31 December 2025 and 31 December 2024:
31 December 31 December
2025 2024
GBP GBP
Level 3 investments
Opening balance
356,101,455
258,349,874
Purchases of financial assets
18,513,497
14,359,233
Net unrealised gains for the year
62,036,384
83,392,348
Transfers from Level 1 to Level 3
18,901,475
–
Adjustment arising from recognition of financial guarantee (note 18)
495,361
–
Closing balance
456,048,172
356,101,455
Financial Statements
Castelnau Group Ltd Annual Report 2025
76
Notes to the Consolidated Financial Statements – continued
Listed assets were priced using bid market prices. For investments that are not listed, the Investment Manager
has processes in place to ensure valuations provide an objective, consistent and transparent basis for the
fair value of unquoted securities in accordance with IFRS Accounting Standards as issued by the IASB. Phoenix
creates individual valuation frameworks for all unlisted securities. The final framework will vary depending on the
characteristics of the holding (for instance it may also incorporate a listed aspect or loan).
To ensure the unlisted valuation framework is robust, Phoenix engages a third-party valuation expert to review the
methodologies and assumptions for each new material unlisted security. Then on at least a semi-annual basis the
third-party valuation expert will review and verify the framework and carry out an independent valuation against
which the Investment Manager’s valuation is compared. Independent value verification may be more frequent
depending on the characteristics of each investment and the occurrence of a material change in value. Although
Phoenix is ultimately responsible for the final valuation, in practice, Phoenix would work with the third-party
valuation expert to agree a valuation. If Phoenix could not agree, a final decision would be made at Board level.
There may be circumstances when Phoenix values an unlisted security at cost when that represents Phoenix’s best
estimate of fair value. In this scenario and when investments are deemed immaterial in the context of their value
relative to the total portfolio value and there are no significant changes to the portfolio company from when it
was purchased (i.e., no material changes to cash flow projections, no material change in the performance of the
portfolio company, and no transactions have taken place of the portfolio company shares with other parties), then
no third-party valuation review will be obtained.
Unlisted equities will be valued monthly by the Phoenix investment team. These valuations will then be reviewed
and approved by Phoenix’s business team who are functionally separate from the investment team. Ultimate
approval of the valuation is from Phoenix’s Chief Operating Officer. The Phoenix business team will liaise directly
with the third-party valuation expert who will review PAMP’s valuation methodology to ensure the framework and
valuation is robust.
The following valuation techniques are used for instruments categorised in Level 3:
Investment in Silverwood – Silverwood is a company incorporated in the United Kingdom that invests in and
supports consumer brands in health and beauty, speciality foods and other sectors. Silverwood was temporarily
suspended from its Aquis Growth Market listing, and though recommencing trading in May 2024, listed price is not
considered to be representative of the fair value. Fair value is estimated by discounting the expected cash flows of a
business to present value at a discount rate that reflects the timing and risk of collecting the projected cash flows.
Investment in Valderrama – Valderrama, was initially valued at the acquisition cost of Dignity Plc less transaction
costs. Subsequently, the Group’s investment in Valderrama is determined using a discounted cash flow model.
This approach indicates fair value based on the present value of the cash flows that a business (or security) is
expected to generate in the future. Fair value is estimated by discounting the expected cash flows of a business to
present value at a discount rate that reflects the timing and risk of collecting the projected cash flows.
Investment in Phoenix S.G. (“PSG”) – PSG is a company incorporated in the Cayman Islands whose sole purpose
is to make a number of investments in Stanley Gibbons entities. The Group’s investment in PSG is valued by utilising
the net asset value per share of PSG. The net asset value of PSG includes its shares in Stanley Gibbons Baldwins
(“SGB”) and a loan to SGB. SGB is 100% owned by PSG and the fair value of SGB was determined using a discounted
cash flow model.
Financial Statements
Castelnau Group Ltd Annual Report 2025
77
Investment in Rawnet – Given the reduced scale of Rawnet’s earning power relative to its debt outstanding, in
mid-2025 the equity value of the Rawnet business was written down to zero.
Investment in Cambium – Cambium is a company incorporated in the Cayman Islands whose sole purpose is
to invest in Cambium Group UK Holdings Limited. The Group’s investment in Cambium is valued by utilising the net
asset value per share of Cambium. The fair value of Cambium includes its 100% ownership of Cambium Group UK
Holdings Limited. The fair value of Cambium UK Holdings Limited was determined using a discounted cash flow
model.
Investment in Iona Star LP – Iona Star is a venture capital fund dedicated to investing in companies which focus
on accelerating technology innovation with artificial intelligence and data. The Group’s investment in Iona Star
is measured at fair value using NAV as the practical expedient under IFRS 13. The NAV reflects the fair value of the
underlying portfolio, determined using valuation techniques appropriate to the nature and stage of investment
of an early-stage venture fund such as Iona Star. For early-stage investments where observable market inputs
are limited, cost is used as a reasonable approximation of fair value in accordance with IFRS 13. Management
considers the NAV to be a reasonable proxy for the exit price of the investment at the reporting date.
Investment in Ocula – Ocula remains an early-stage investment and as such the fair value has been determined
utilising the recent external (Series A) funding round price, being October 2024, as the key marker in valuing the
equity. In parallel, context on that valuation has been provided by making assessments on the company’s market
traction, its revenue potential, and a plausible valuation multiple - all overlaid with a plausible probability of
success.
Investment in Hornby – Hornby’s ordinary shares were listed until voluntary cancellation of its listing in April 2025.
At the time of cancellation, the fair value of the investment was determined using the volume-weighted average
price for the five trading days prior to the delisting announcement i.e. 19.3p per share. Following cancellation, the
shares are no longer traded in an active market. In the absence of subsequent transactions or other observable
indicators of value, the Investment Manager has used 19.3p per share as the best estimate of fair value at
31 December 2025. This valuation is supported by indications of value we see in the sector.
The significant unobservable inputs used in fair value measurement categorised within Level 3 of the fair value
hierarchy together with a quantitative sensitivity as at 31 December 2025 are shown below:
Significant Estimate of the Sensitivity of fair value to changes in unobservable
Description unobservable input input inputs
Investment in Valderrama
Discount rate
9.5%
An increase to 10%/(decrease to 9%) would
(decrease)/increase fair value by (-10.4%)/+12%
Inflation
2.0%
An increase to 2.5%/(decrease to 1.5%) would
(decrease)/increase fair value by (-14.4%)/+15%
Terminal growth
2.4%
An increase to 2.9%/(decrease to 1.9%) would
rate increase/(decrease) fair value by +6.8%/(-5.9%)
Trust real returns
3.5%
An increase to 4%/(decrease to 3%) would
increase/(decrease) fair value by +3.9%/(-4.2%)
Investment in Phoenix S.G.
Discount rate
15%
An increase to 16%/(decrease to 14%) would
(decrease)/increase fair value by (-22%)/+26%
1c Magenta asset
£4,675,000
An increase of 10%/(decrease of 10%) would
increase/(decrease) fair value by +13%/(-13%)
Financial Statements
Castelnau Group Ltd Annual Report 2025
78
Notes to the Consolidated Financial Statements – continued
Significant Estimate of the Sensitivity of fair value to changes in unobservable
Description unobservable input input inputs
Investment in Silverwood
Discount rate
15%
An increase to 16%/(decrease to 14%)
would (decrease)/increase fair value by
(-16.79%)/+19.94%
Terminal growth
2%
An increase to 2.5%/(decrease to 1.5%) would
rate increase/(decrease) fair value by +3.7%/(-3.37%)
Investment in Cambium
Discount rate
15%
An increase to 16%/(decrease to 14%) would
(decrease)/increase fair value by (-5.3%)/+6.3%
Revenue growth
5%
An increase to 6%/(decrease to 4%) would
rate increase/(decrease) fair value by +14.5%/(-13.0%)
Gross profit margin
46%
An increase to 47%/(decrease to 45%) would
increase/(decrease) fair value by +4.5%/(-4.5%)
The significant unobservable inputs used in fair value measurement categorised within Level 3 of the fair value
hierarchy together with a quantitative sensitivity as at 31 December 2024 are shown below:
Significant Estimate of the Sensitivity of fair value to changes in unobservable
Description unobservable input input inputs
Investment in Valderrama
Discount rate
9.5%
An increase to 10%/(decrease to 9%) would
(decrease)/increase fair value by (-13%)/+15%
Terminal growth
2.4%
An increase to 2.9%/(decrease to 1.9%) would
rate increase/(decrease) fair value by +9%/(-7%)
Trust real returns
3.5%
An increase to 4%/(decrease to 3%) would
increase/(decrease) fair value by +5%/(-6%)
Group EBIT margin*
various
An increase of 1%/(decrease of 1%) would
(11.7% to 22.3%) increase/(decrease) fair value by +7%/(-7%)
Investment in Phoenix S.G.
Discount rate
17%
An increase to 18%/(decrease to 16%) would
(decrease)/increase fair value by (-35%)/+38%
Magenta
£4,675,000
An increase of 10%/(decrease of 10%) would
increase/(decrease) fair value by +31%/(-31%)
Investment in Rawnet
Revenue run-rate
12,000
An increase of 5%/(decrease of 5%) would
(£/month per increase/(decrease) fair value to £2.1 million/
billable head) (£0.8 million)
Profit multiple
5x
An increase to 6x/(decrease to 4x) would
increase/(decrease) fair value to £1.9 million/
(£1.0 million)
Investment in Silverwood
Discount rate
15%
An increase to 16%/(decrease to 14%)
would (decrease)/increase fair value by
(-15.38%)/+18.33%
Terminal growth
2%
An increase to 2.5%/(decrease to 1.5%) would
rate increase/(decrease) fair value by +3.39%/(-2.94%)
Investment in Cambium
Discount rate
15%
An increase to 16%/(decrease to 14%) would
(decrease)/increase fair value by (-7%)/+7.9%
Revenue growth
5%
An increase to 6%/(decrease to 4%) would
rate increase/(decrease) fair value by +22%/(-20%)
Gross profit margin
42.2%
An increase to 43.2%/(decrease to 41.2%) would
increase/(decrease) fair value by +11%/(-11%)
*Pre-funeral plan releases and no central cost change
Financial Statements
Castelnau Group Ltd Annual Report 2025
79
18. Financial guarantee and Guarantee recovery receivable
In 2022, following the introduction of the regulation of the pre-paid funeral plan industry by the FCA, the Dignity
Group offered customers of certain funeral plan providers that did not meet the new regulatory requirements,
the option to transfer to equivalent funeral plans held within The UK Funerals (2022) Trust (“the Trust”). Under the
asset transfer agreements with the ceding trusts, the Dignity Group is entitled to receive an equitable share of
the assets held by those trusts, in respect of customers that transferred to Dignity equivalent plans. A significant
number of these assets had not been received at the reporting date.
Due to uncertainty over the amount and timing of these transfers, Castelnau Group Limited entered into a
contractual guarantee on 22 September 2023 (the “Guarantee”) with Dignity Funerals Limited (“DFL”), a subsidiary
of Dignity Plc, and the trustees of the Trust. Under this arrangement, Castelnau agreed to support the funding of
the Trust by guaranteeing that a minimum of £15.4 million of assets would be received.
During 2025, the Trust received £3.3 million of assets from the ceding trusts, reducing the amount of the Guarantee by
this amount. During early 2025, Castelnau and DFL also became aware of potential issues in relation to the transfer of
the remaining assets from the ceding trusts and are currently pursuing recovery of the remaining balances from these
trusts vigorously. While the timing of these recoveries remains subject to ongoing legal proceedings, management
currently expects that further amounts will be recovered following success in a recent High Court sitting.
Pursuant to the ongoing legal proceedings and the Guarantee, Castelnau agreed to pay £6.0 million to the Trust
in December 2025. Castelnau also entered into a Recovery Mechanism Agreement (“Recovery Agreement”) with
the Trust. This agreement states that any net recovery the Trusts subsequently receives from the ceding trusts,
which is more than the current Guarantee amount outstanding of £6.1 million, is reimbursed to Castelnau until the
full £6.0 million is repaid.
Given the status of the legal proceedings, management currently estimates, based on the average of a range of
potential outcomes, that £2.4 million will be reimbursed under the Recovery Agreement and this amount has been
presented as ‘Guarantee recovery receivable’ in the Consolidated Statement of Financial Position. The remaining
£3.6 million, being the difference between the payments made under the financial guarantee and the amount
expected to be reimbursed to Castelnau, has been recognised as an expense in the Group’s Consolidated
Statement of Comprehensive Income (see note 7).
Following the amendments to the Guarantee, the receipts from the ceding trusts of approximately £3.3 million,
and the £6.0 million Guarantee payment to the Trust by Castelnau, Castelnau’s maximum cash exposure
under the Guarantee at the reporting date is approximately £6.1 million (31 December 2024: £14.4 million). The
undiscounted contractual cash flow is presented in the Liquidity Risk maturity table in note 16. This represents the
potential shortfall between the Guarantee amount and assets ultimately transferred from the ceding trusts. The
Guarantee has been extended to 31 December 2026, with a mechanism for further extension if required. There is
uncertainty over the estimated £2.4 million Guarantee recovery receivable, which is dependent on the outcome of
the legal proceedings which could lead to future recognition of some or all of the amount as an expense.
The remaining £6.1 million of the Guarantee is accounted for in accordance with IFRS 9 and is measured at
the higher of the ECL and the unamortised amount of the initial fair value of the Guarantee. Management
has performed an ECL assessment using probability-weighted recovery outcomes based on reasonable and
supportable information available at the reporting date. While management expects that recoveries from the
relevant trusts will exceed the guaranteed amount, the recognised liability reflects the probability-weighted impact
of potential downside recovery scenarios.
Based on the ECL assessment and the remote expectation that the remaining £6.1 million Guarantee will be
exercised, a financial guarantee liability with carrying value of £495,361 has been recognised at the reporting date.
The measurement of the financial guarantee involves significant judgement, particularly in assessing expected
recovery outcomes and the timing of recoveries, including matters subject to ongoing legal proceedings.
Financial Statements
Castelnau Group Ltd Annual Report 2025
80
19. Post year end events
These financial statements were approved for issuance by the Board on 20 April 2026. Subsequent events have
been evaluated to this date.
Effective 1 January 2026, Lady Rachael Robathan was appointed to the Castelnau Board as a Non-Executive
Director.
On 12 March 2026, Hornby Hobbies Limited, an underlying portfolio company of the Group, completed the sale of
100% of the Scalextric business, including its intellectual property and associated assets, to Scalextric Motorsports
Ltd. for a total consideration of £20.0 million. £8.5 million of the total consideration was payable in cash up front,
with the remaining £11.5 million deferred and payable out of free-cash flow. The proceeds of the sale will be used
by Hornby to pay down debt and invest in its other individual brands. Scalextric’s operations will continue to be
supported within Hornby’s existing infrastructure. Hornby will manage the Scalextric business as agent.
There are no other material subsequent events which require adjustment or disclosure in these financial
statements.
Notes to the Consolidated Financial Statements – continued
Castelnau Group Ltd Annual Report 2025
81
Alternative Performance Measures
(Unaudited)
In accordance with ESMA Guidelines on Alternative Performance Measures (“APMs”), the Board has considered
what APMs are included in the Annual Report and Audited Consolidated Financial Statements which require
further clarification. APMs are defined as a financial measure of historical or future financial performance, financial
position or cash flows, other than a financial measure defined or specified in the applicable financial reporting
framework. The APMs included in the annual report are unaudited and outside the scope of IFRS Accounting
Standards as issued by the IASB.
Ongoing Charges
Ongoing charges is calculated in accordance with the AIC recommended methodology. The ongoing charges
represent the Group’s operating expenses, excluding finance costs, share issue or buyback costs, non-recurring
legal and professional fees and all expenses of the subsidiary, expressed as a percentage of the average of the
monthly net assets during the year. The Board continues to be conscious of expenses and works hard to maintain
a sensible balance between good quality service and cost.
Year ended
31 December
2025
GBP
Year ended
31 December
2024
GBP
Average NAV for the year (A) 340,363,455 286,084,027
Total expenses 7,012,064 2,704,680
Less: Expenses not recognised as part of the AIC Ongoing Charges Methodology (5,582,160) (1,184,185)
Operating expenses (annualised) (B) 1,429,904 1,520,495
Ongoing charges (B/A) 0.42% 0.53%
NAV Total Return
NAV Total Return is the percentage increase or decrease in NAV, inclusive of dividends paid and reinvested, in the
reporting year. It is calculated by adding the increase or decrease in NAV per Ordinary Share with the dividend per share
when paid and reinvested back into the NAV, and dividing it by the NAV per Ordinary Share at the start of theyear.
Year ended
31 December
2025
pence
Year ended
31 December
2024
pence
Opening NAV per Ordinary Share (A) 98.3 72.6
Closing NAV per Ordinary Share 112.1 98.3
Increase in NAV per Ordinary Share (B) 13.8 25.7
NAV Total Return (B/A) 14.0% 35.4%
NAV per Ordinary Share
NAV per Ordinary Share is calculated by dividing the total Net Asset Value of £373,715,247 (31 December
2024:£317,242,952) by the number of Ordinary Shares at the end of the year of 333,508,046 Ordinary Shares
(31 December 2024: 322,829,422). This produces a NAV per Ordinary Share of 112.1p (2024: 98.3p), which was an
increase of 14.0% (2024: increase of 35.4%).
Discount/Premium to NAV
If the share price of an investment company is lower than the NAV per Ordinary Share, the shares are said to be
trading at a discount. The size of the discount is calculated by subtracting the share price at year end of 94.3p
(31 December 2024: 94.0p) from the NAV per Ordinary Share at year end of 112.1p (31 December 2024: 98.3p) and is
usually expressed as a percentage of the NAV per Ordinary Share of 15.9% (31 December 2024: discount of 4.4%).
Ifthe share price is higher than the NAV per Ordinary Share, the shares are said to be trading at a premium.
Castelnau Group Ltd Annual Report 2025
82
Appendix (Unaudited)
Phoenix UK Fund Performance Table
The FTSE All-Share index used is with dividends reinvested.
Year
Investment Return
(Gross) NAV Return (Net) FTSE All-Share Index Share Price £
May 1998-2007 210.0% 150.0% 56.0% 2,498.40
2008 -39.5% -40.2% -29.9% 1,494.31
2009 62.8% 59.7% 30.2% 2,386.48
2010 1.1% 0.0% 14.7% 2,386.37
2011 3.0% 1.9% -3.2% 2,430.75
2012 48.3% 42.2% 12.5% 3,456.27
2013 40.5% 31.3% 20.9% 4,539.47
2014 1.9% 0.1% 1.2% 4,544.25
2015 20.1% 14.7% 0.9% 5,211.13
2016 9.1% 7.6% 16.8% 5,605.58
2017 21.5% 16.3% 13.1% 6,518.69
2018 -13.6% -14.7% -9.5% 5,558.97
2019 30.3% 27.7% 19.1% 7,098.36
2020 -3.9% -4.9% -9.7% 6,748.66
2021 23.4% 18.7% 18.3% 8,011.17
2022 -16.7% -17.4% 0.2% 6,619.32
2023 34.0% 32.8% 7.7% 8,791.99
2024 1.5% 0.7% 9.4% 8,851.34
2025 11.0% 10.1% 23.9% 9,746.77
Cumulative 1706.8% 874.7% 386.7%
Annualised Returns 11.0% 8.6% 5.9%
Castelnau Group Ltd Annual Report 2025
83
Group Information
Directors – Parent (all non-executive)
Joanne Peacegood (Chair)
Andrew Whittaker
Joanna Duquemin Nicolle
Richard Brown
Lady Rachael Robathan (appointed 1 January 2026)
David Stevenson (resigned 31 December 2025)
Registrar
MUFG Corporate Markets (Guernsey) Limited
(formerly Link Market Services (Guernsey) Limited)
Mont Crevelt House
Bulwer Avenue
St. Sampson
Guernsey
GY2 4LH
Registered Office
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 3QL
Financial Adviser and Broker
Panmure Liberum Limited
25 Ropemaker Street
London
EC2Y 9LY
AIFM and Investment Manager
Phoenix Asset Management Partners Limited
64-66 Glentham Road
London
SW13 9JJ
Solicitors to the Group as to English law
Gowling WLG (UK) LLP
4 More Riverside
London
SE1 2AU
Administrator and Company Secretary
Northern Trust International Fund
Administration Services (Guernsey) Limited
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 3QL
Solicitors to the Group as to Guernsey law
Carey Olsen (Guernsey) LLP
PO Box 96
Carey House
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 4BZ
Custodian and Depositary
Northern Trust (Guernsey) Limited
PO Box 71
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 3DA
Independent Auditor
Grant Thornton Limited
St. James Place
St. James Street
St. Peter Port
Guernsey
GY1 2NZ
Strategic Report
Summary Information ............................................................................................................. 3
Chair’s Statement ...................................................................................................................... 5
Holdings ..........................................................................................................................................7
Portfolio Analysis .........................................................................................................................8
The Alternative Investment Fund Manager (“AIFM”)
and Investment Manager’s Report ..................................................................................... 9
Statement from the CIO of the Investment Manager .............................................. 16
Governance
Board Members .........................................................................................................................18
Directors’ Report ....................................................................................................................... 21
Directors’ Remuneration Report ........................................................................................37
Statement of Directors’ Responsibilities ........................................................................ 38
Audit Committee Report ...................................................................................................... 40
Independent Auditor’s Report
................................................................... 43
Financial Statements
Consolidated Statement of Comprehensive Income ............................................. 49
Consolidated Statement of Financial Position ........................................................... 50
Consolidated Statement of Changes in Equity ........................................................... 51
Consolidated Statement of Cash Flows ....................................................................... 52
Notes to the Consolidated Financial Statements ..................................................... 53
Alternative Performance Measures (Unaudited)
................81
Appendix (Unaudited)
....................................................................................... 82
Group Information
.................................................................................................. 83
Contents.
We strive to compound
shareholders’ capital at
high rates of return.
Castelnau Group Limited was formed by Phoenix Asset Management
Partners Limited in 2020. The listed structure provides the manager with
a permanent capital vehicle with which to make long-term investments
and acquisitions of all structures and sizes.
Castelnau Group
www.castelnaugroup.com
PO Box 255
Trafalgar Court
Les Banques
St. Peter Port
Guernsey
Channel Islands
GY1 3QL
Annual Report and Audited
Consolidated Financial Statements
For the year ended 31 December 2025