30 January 2026
WeCap plc
AQSE: WCAP
("WeCap" or the "Company")
UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 OCTOBER 2025
CHAIRMAN'S STATEMENT
I am pleased to present the interim results for WeCap plc (AQSE: WCAP) for the
period from 1 May 2025 to 31 October 2025.
Holdings
WeShop Holdings Limited
WeCap's primary investment is in WeShop Holdings Limited ("WeShop").
WeShop is a pioneering social-commerce platform that is transforming retail
through community ownership. Designed to merge shopping, sharing and investing,
WeShop rewards users with equity for their engagement through its proprietary
ShareBack™ programme. This enables users to earn ownership in the company
through everyday purchases and by referring friends who shop via the platform.
With partnerships spanning hundreds of leading retailers and access to over a
billion products, WeShop empowers users to earn shares while discovering and
sharing products they love. By combining e-commerce, social interaction and user
ownership, WeShop is leading a global retail revolution where participation
translates directly into ownership.
Listing on Nasdaq
Post period end, WeShop announced on 14 November 2025 that its Class A ordinary
shares commenced trading on the Nasdaq Capital Market under the ticker symbol
"WSHP". This represents a significant milestone for WeShop, and the Board
congratulates the WeShop team and its advisers on this achievement.
WeCap's holding in WeShop
WeCap's total investment in WeShop, both direct and indirect, represents 11.8%
of WeShop's Class A shares, comprised of:
· 806,022 Class A shares held directly; and
· 489,583 Class A shares held indirectly via WeCap's 23.5% interest in
Community Social Investments Limited ("CSIL"), whose sole asset is 2,083,333
WeShop shares.
Lock-up of WeShop shares
As disclosed in the WeShop prospectus¹, no shareholder holding ordinary shares
prior to the WeShop listing date of 14 November 2025 ("Listing Date") may
charge, pledge, encumber or otherwise dispose of any of their ordinary shares
for a period of 365 days from the Listing Date.
Accordingly, WeCap is not permitted to dispose of its WeShop shares until after
the expiry of the lock-up period on 15 November 2026.
Following the expiry of the lock-up, the Company intends to consider either:
· an in-specie distribution of the WeShop shares to WeCap shareholders; or
· the sale of the WeShop shares with proceeds distributed to shareholders.
Any such action will be subject to detailed legal and tax advice closer to the
end of the lock-up period, particularly given the shares are US-listed
securities and potentially material in value relative to each WeCap share.
¹https://www.sec.gov/Archives/edgar/data/2048271/000149315225024312/form424b4.htm
Discounted Capital Bond ("DCB")
The Company's principal liability remains the Discounted Capital Bond, which has
been in place since August 2020. At its maturity on 24 May 2026, the DCB is
expected to amount to £6,965,000.
Due to the lock-up on the WeShop shares, the Company will not be in a position
to repay the DCB at maturity. Accordingly, the Board is actively considering
alternative options to address this liability.
The Company recognises the significance of the DCB and believes that resolving
this liability is key to unlocking value for WeCap shareholders. The Board's
current priority is to engage constructively with the DCB holder to identify a
solution that maximises shareholder value.
Community Social Investments Limited ("CSIL")
WeCap's indirect holding in WeShop is via its 23.5% stake in CSIL, whose sole
asset is 2,083,333 WeShop Class A shares.
The principal shareholders in CSIL are WeCap and the Future Fund. The Company is
in discussions with the Future Fund, other CSIL shareholders and WeShop
regarding the most efficient method of distributing the WeShop shares held by
CSIL to its shareholders. This process requires detailed legal and tax analysis.
Should CSIL proceed with an in-specie distribution of its WeShop shares, WeCap
would then hold, together with its existing direct holding, a total of 1,295,605
WeShop shares, representing 11.8% of WeShop's Class A shares, held directly.
Bio2pure
Bio2pure has developed proprietary technology to clean polluted waterways, with
a particular focus on developing countries. Bio2Pure established an Indian
subsidiary in 2022 to address significant interest across the Indian
subcontinent. Revenues from its UK business is almost breakeven.
However, further investment is required to continue to support the expansion
into Southeast Asia. WeCap currently owns 10% of the issued share capital of
Bio2pure, and the directors continue to carry this investment as nil value in
the Company's accounts.
Subscription
Post period end, on 13 November 2025, the Company announced that it had raised
£100,000 before expenses through a subscription for an aggregate of 4,166,667
new ordinary shares of 0.25p each at a price of 2.4 pence per share.
The Subscription Shares were allotted to a combination of new and existing
sophisticated investors.
Financial Review
For the six months ended 31 October 2025, the Company recorded a loss of
£386,527 (2024: loss of £379,203). This includes:
· administrative costs of £121,509 (2024: £133,388);
· revenue of £nil (2024: £nil);
· finance income of £nil (2024: £7,568); and
· finance costs of £264,352 (2024: £235,383), primarily relating to accrued
interest on the Discounted Capital Bond.
As at 31 October 2025, the Company had cash reserves of £1,110 (2024: £11,651).
These have since been strengthened by the Subscription completed post period
end.
The interim financial information for the period ended 31 October 2025 has not
been audited or reviewed by the Company's auditor, Edwards Veeder (UK) Limited.
Outlook
Looking ahead, the Board remains focused on maximising value from the Company's
substantial holding in WeShop following its successful Nasdaq listing. While the
lock-up period restricts any disposal of WeShop shares until November 2026, the
Board believes this investment represents a significant long-term opportunity.
In parallel, the Company is actively engaging with stakeholders to determine the
most effective route for distributing value to shareholders once the lock-up
expires, whether through an in-specie distribution or a realisation for cash,
subject to appropriate legal and tax considerations.
In the nearer term, the Board's priority is to address the Discounted Capital
Bond liability in a manner that unlocks the greatest possible value for
shareholders. Constructive discussions with the DCB holder and other relevant
parties are ongoing.
We are grateful for the support of our shareholders and stakeholders, and we
look forward to keeping you updated on upcoming milestones.
Tom Richardson
Non-Executive Chairman
30 January 2026
The Directors of the Company accept responsibility for the content of this
announcement.
Enquiries:
Company:
[email protected]
Corporate Advisor:
AlbR Capital Limited
+ 44 (0) 20 7469 0930 (Direct)
Corporate Broker:
Tennyson Securities Limited
Peter Krens: +44 (0) 20 7186 9033 (Direct)
STATEMENT OF COMPREHENSIVE INCOME
Six months Year to Six months
to 30 April to 31
October
31 October 2025
2024
2025
Note (unaudited) (audited) (unaudited)
£ £ £
CONTINUING
OPERATIONS
REVENUE - - -
Administrative (121,509) (267,973) (133,388)
expenses
Loss on revaluation (666) (29,000) (18,000)
of investments
OPERATING LOSS (122,175) (296,973) (151,388)
Finance income - 7,568 7,568
Finance costs (264,352) (491,664) (235,383)
LOSS BEFORE (386,527) (781,069) (379,203)
TAXATION
Taxation - - -
LOSS FOR THE (386,527) (781,069) (379,203)
FINANCIAL PERIOD
Other Comprehensive - - -
Income
TOTAL COMPREHENSIVE (386,527) (781,069) (379,203)
LOSS FOR THE PERIOD
Earnings per share
Basic and Diluted 3 (0.001) (0.002) (0.009)
EPS (£)
STATEMENT OF FINANCIAL POSITION
As at 31 As at As at 31 October
October 30 April 2024
2025 2025
Note (unaudited) (audited) (unaudited)
£ £ £
ASSETS
NON-CURRENT
ASSETS
Investments at 13,150,537 13,150,537 5,400,537
FVTPL
Tangible fixed - - 86
asset
13,150,537 13,150,537 5,400,623
CURRENT ASSETS
Trade and other 8,159 21,403 46,600
receivables
Investments at 12,167 12,833 23,833
FVTPL
Financial assets - - 7,750,000
at FVTPL
Cash and cash 1,110 58,111 11,651
equivalents
21,436 92,347 7,832,084
TOTAL ASSETS 13,171,973 13,242,884 13,232,707
EQUITY
Called up share 4 1,602,121 1,589,342 1,538,754
capital
Share premium 4 11,627,112 11,591,211 11,480,839
Other reserves 497,564 497,564 608,782
Retained earnings 4 (7,290,246) (6,903,719) (6,613,071)
TOTAL EQUITY 6,436,551 6,774,398 7,015,304
LIABILITIES
NON-CURRENT
LIABILITIES
Financial
liabilities -
borrowings
Interest bearing 6,670,477 6,406,125 6,149,844
loans and
interest
6,670,477 6,406,125 6,149,844
CURRENT
LIABILITIES
Trade and other 64,945 62,361 67,559
payables
64,945 62,361 67,559
TOTAL LIABILITIES 6,735,422 6,468,486 6,217,403
TOTAL EQUITY AND 13,171,973 13,242,884 13,232,707
LIABILITIES
STATEMENT OF CASHFLOWS
Six Year Six
months to ended 30 months
to
April
31 31
October 2025
October
2025 2024
(unaudited) (audited) (unaudited)
£ £ £
CASH FLOWS
FROM
OPERATING
ACTIVITIES
Loss for the (386,527) (781,069)
(379,203)
year
Adjustments
for:
Depreciation - 344 258
Loss on 666 29,000 18,000
revaluation
of
fixed assets
Finance 264,352 491,664
235,383
costs
Finance - (7,568)
(7,568)
income
(Increase)/de 13,243 66,533 41,335
crease in
trade and
other
receivables
Increase/(dec 2,585 19,952 25,151
rease) in
trade and
other
payables
Net cash (105,681) (181,144)
(66,644)
used in
operating
activities
CASH FLOWS
FROM
INVESTING
ACTIVITIES
Redemption - 29,260 29,260
of
convertible
loan notes
Net cash - 29,260 29,260
used in
investing
activities
CASH FLOWS
FROM
FINANCING
ACTIVITIES
Proceeds 48,680 160,960 -
from the
issue
of ordinary
shares
Net cash 48,680 160,960 -
generated
from
financing
activities
Net decrease (57,001) 9,076
(37,384)
in cash and
equivalents
Cash and 58,111 49,035 49,035
cash
equivalents
at beginning
of period
Cash and 1,110 58,111 11,651
cash
equivalents
at end of
period
STATEMENT OF CHANGES IN EQUITY
Share Share Other Retained Total
capital premium reserves
earnings Equity
£ £ £ £ £
Balance as at 1,538,754 11,480,839 608,782 (6,233,868) 7,394,507
1 May
2024
Loss for the - - - (379,203) (379,203)
period
Total - - - (379,203) (379,203)
comprehensive
loss for the
period
Issue of - - - - -
share
capital (net
of issue
costs)
Balance as at 1,538,754 11,480,839 608,782 (6,613,071) 7,015,304
31
October 2024
Loss for the - - - (401,866) (401,866)
period
Total - - - (401,866) (401,866)
comprehensive
loss for the
period
Issue of 50,588 110,372 - - 160,960
share
capital (net
of issue
costs)
Share - - (111,218) 111,218 (111,218)
options/warran
ts
lapsed
Balance as at 1,589,342 11,591,211 497,564 (6,903,719) 6,774,398
30
April 2025
Loss in the - - - (386,527) (386,527)
period
Total - - - (386,527) (386,527)
comprehensive
loss for the
period
Issue of 12,779 35,901 - - 48,680
share
capital (net
of issue
costs)
Balance as at 1,602,121 11,627,112 497,564 (7,290,246) 6,436,551
31
October 2025
NOTES TO THE CONDENSED INTERIM FINANCIAL STATEMENTS
1. GENERAL INFORMATION
The principal activity of the Company is to establish strategic and portfolio
investment opportunities in Social Commerce, Life Sciences and Natural
Resources.
WeCap plc is a public limited company incorporated in England and Wales under
the Companies Act (registered number 07603259). The Company is domiciled in the
United Kingdom and its registered address is 25 Eccelston Place, London SW1W
9NF.
2. BASIS OF PREPARATION
These condensed interim financial statements for the period ended 31 October
2025 have been prepared in accordance with the Aquis rules for Companies. As
permitted, the Company has chosen not to adopt IAS 34 "Interim Financial
Statements" in preparing this interim financial information. The condensed
interim financial statements should be read in conjunction with the annual
financial statements for the year ended 30 April 2025, which have been prepared
in accordance with UK-adopted International Accounting Standards.
The interim financial information set out above does not constitute statutory
accounts as defined by Section 434 of the Companies Act 2006. It has been
prepared on a going concern basis in accordance with the recognition and
measurement criteria of the UK-adopted International Accounting Standards.
Statutory financial statements for the year ended 30 April 2025 were approved by
the Board of Directors on 30 October 2025 and delivered to the Registrar of
Companies. The report of the independent auditor on those financial statements
was qualified.
3. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to
ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Six months Year ended Six months
to to 31 Oct
30 April 2024
31 Oct 2025 2025
Earnings I(386,527) (781,069) (379,203)
(£)
Weighted 435,438,348 420,131,986 418,014,017
average
number of
shares
(No.)
Effect of - - -
dilutive
securities
- options
and
warrants
435,438,348 420,131,986 418,014,017
Basic (0.001) (0.002) (0.009)
Earnings
per share
(£)
Diluted (0.001) (0.002) (0.009)
Earnings
per share
(£)
4. CALLED UP SHARE CAPITAL
As at the end of the reporting period the issued share capital in the Company
was as follows:
At 31 October 2025 At 30 April 2025 At 31 October 2024
(unaudited) (audited) (unaudited)
No. No. No.
Ordinary 438,160,740 433,049,311 418,014,017
shares of
£0.0025
Deferred 2,047,350 2,047,350 2,047,350
shares of
£0.2475
Equity comprises the following:
Share capital: represents amounts subscribed for shares at nominal value
Share premium: represents amounts subscribed for share capital, net of issue
costs, in excess of nominal value.
Retained earnings: represents the accumulated profits and losses attributable to
equity shareholders.
Other reserves represents amounts attributable to share based payments with the
fair value of these payments being measured at grant date and charged to the
income statement. The corresponding entry is credited to other reserves.
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