REG - Boston International - Unaudited Half-year Report to 30 June 2025
30/09/2025 07:00
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RNS Number : 3025B Boston International Holdings PLC 30 September 2025
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or "the Company")
30 September 2025
UNAUDITED HALF YEAR REPORT FOR THE SIX MONTHS ENDED 30 JUNE 2025
Boston International Holdings Plc, formed in November 2015, which operates as
a special purpose acquisitions company (SPAC) to undertake one or more
acquisitions of target companies or businesses, announces its unaudited half
year report for the six months ended 30 June 2025.
Chairman's Statement
I have pleasure in presenting the interim results of Boston International
Holdings Plc for the six months ended 30 June 2025.
During the financial period under review, the Company reported a net loss of
£74,976, being the administrative expenses incurred. As of 30 June 2025, the
Company had cash reserves of £3,908.
A review of the key events in the period:
- On 22 January 2025, the listing on the FCA's Official List and
trading on the London Stock Exchange's main market for listed securities of
the Company's 148,219,943 ordinary shares, which is the issued share capital
prior to completion of the subscription by Zarara Energy Limited ("ZEL")
(completed on 29 November 2024), were restored to listing on the FCA's
Official List and to trading on the London Stock Exchange's main market for
listed securities. This restored listing and trading does not extend to the
222,407,081 ordinary shares issued to ZEL on completion of the subscription.
- On 4 February 2025, William ('Brock') Henry Tuppeny III resigned
as a Director of the Company for personal reasons.
- On 10 March 2025, the Company entered into a bridge loan
facility agreement with ZEL for the provision by ZEL to the Company of a
bridge loan facility of up to £248,375.34 to be drawn down in tranches to be
agreed between the parties and with an allocation budget to be agreed for each
utilisation (the "Loan Facility Agreement") to assist with the Company's
working capital requirements.
Key terms of the Loan Facility Agreement: -
(a) interest is payable by the Company on any utilisation at 10% per
annum from the relevant utilisation date.
(b) any amount drawn down/utilised can be repaid by the Company at any
time, but that all amounts drawn down/utilised (and all accrued interest) are
repayable on the earlier of (i) 30 June 2026 or (ii) the transaction date on
which the Company receives funds from a fundraising.
(c) At 30 June 2025, £61k has been drawn down under the Loan Facility
Agreement.
The entering into the Loan Facility Agreement constituted a 'material related
party transaction' for the purposes of DTR 7.3.
- On 9 April 2025, Abdulmunim Sultan Said Bin Brek (a replacement
nominee of ZEL) was appointed as a Director of the Company.
During the period the Board continued to discuss suitable acquisition targets
and will update Shareholders when it is able to do so.
Christopher Pitman
Chairman
Interim Management Report
Company Objective
The Company was originally formed to undertake an acquisition of a target
company or business in the foreign exchange (FX) sector. However, due to a
lack of current opportunities in that sector, following the Company's General
Meeting held on 6 September 2019, the Directors' efforts in identifying a
prospective target company or business are no longer limited to a particular
industry or geographic region.
Following the completion of an acquisition, the objective of the Company will
be to operate the acquired business and implement an operating strategy with a
view to generating value for its shareholders through operational improvements
as well as potentially through additional complementary acquisitions following
the acquisition.
Principal Risks and Uncertainties
The Company is subject to a number of risk factors. The Directors have
identified the following key risks in the second six months of this financial
year. Other risk factors not presently known or currently deemed immaterial
may also apply.
· The Company is dependent on its directors, in particular the
Chairman, to manage the Company and its future strategy. If the Company were
to lose the services of the Chairman, it could have a material adverse effect
on the Company and its ability to implement its future strategy.
· The Company is a shell company as defined by UKLR13 hose main aim
is to acquire an operating business. There is an inherent risk in evaluation
of any potential acquisition target and although the Company and the Directors
will evaluate risks pertaining to a particular target, there can be no
certainty that all of the significant risks can be identified or properly
assessed.
The Company intends to finance any acquisition through the issue of Ordinary
Shares, however it may be the case that any such acquisition may be only
partially funded by equity and the Company may need to raise substantial
additional capital to fund any acquisition. Whilst the Company continues its
assessment of potential acquisition opportunities the Board will continue to
prudently manage the Company's remaining cash reserves and minimise its
operating expenses in order to put the Company in the best position possible
to complete an acquisition.
Responsibility Statement
The Directors are responsible for preparing the Interim Report in accordance
with the Disclosure Guidance and Transparency Rules of the United Kingdom's
Financial Conduct Authority ("DTRs") and with International Accounting
Standard 34 on Interim Financial Reporting (IAS 34).
The Directors (all non-executive) being Christopher Pitman, W Borden James,
Said Mbarak Salim Al Digeil and Abdulmunim Sultan Said Bin Brek confirm that
to the best of their knowledge:
· the interim financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the Company; and
· the interim financial statements have been prepared in accordance
with IAS 34, 'Interim Financial Reporting' as contained in UK-adopted
International Accounting Standards and that as required by DTR 4.2.7R and DTR
4.2.8R, the Interim Report gives a fair review of:
- important events that have occurred during the first six months of
the year;
- the impact of those events on the financial statements;
- a description of the principal risks and uncertainties for the
remaining six months of the financial year;
- details of any related party transactions that have materially
affected the Company's financial position or performance in the six months
ended 30 June 2025; and
- any changes in the related parties transactions described in the
last annual report that could have a material effect on the financial position
or performance of the enterprise in the first six months of the current
financial year.
By order of the Board
Christopher Pitman
Chairman
29 September 2025
Boston International Holdings plc
Condensed Statement of Comprehensive Income
Six months Six months 12 months
30 June 30 June 31 December
2025 2024 2024
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Revenue - - -
Administrative expenses (75) (279) (324)
Operating loss (75) (279) (324)
Finance income/(expense) - - -
Loss on ordinary activities before taxation (75) (279) (324)
Income tax expense - - -
Loss after taxation (75) (279) (324)
Other comprehensive income - - -
Total comprehensive income attributable to (75) (279) (324)
owners of the parent
Earnings per share (EPS):
Basic and diluted(pence) 3 (0.02) (0.19) (0.19)
Boston International Holdings plc
Condensed Statement of Financial Position as at 30 June 2025
6 months 6 months 12 months
30 June 30 June 31 December
2025 2024 2024
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Current assets
Other receivables and prepayments 8 14 8
Cash and bank balances 4 1 9
Total Assets 12 15 17
Current Liabilities
Convertible Loan Notes (454) (237) (454)
Other payables and accruals (166) (600) (96)
Total current liabilities (620) (837) (550)
Total Liabilities (620) (837) (550)
Net Liabilities (608) (822) (533)
Equity
Share capital 4 371 148 371
Share premium 1,546 1,462 1,546
Other reserves 62 34 62
Reserves (2,587) (2,466) (2,512)
Total Equity (608) (822) (533)
Boston International Holdings plc
Condensed Statement of Changes in Equity
For the six month period ended 30 June 2025 (Unaudited)
Share Share Other Retained Total
capital premium reserves profits equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2024 148 1,462 34 (2,187) (543)
Issue of shares - - -
Loss for the period - - - (279) (279)
Balance at 30 June 2024 148 1,462 34 (2,466) (822)
Issue of shares 223 84 - - 307
Convertible Loan Notes- equity element - - 28 28
Loss for the period - - - (46) (46)
Balance at 31 December 2024 371 1,546 62 (2,512) (533)
Loss for the period - - - (75) (75)
Balance at 30 June 2025 371 1,546 62 (2,587) (608)
Boston International Holdings plc
Condensed Statements of Cash Flows
For the six-month period ended 30 June 2025
6 months 6 months 12 months
30 June 30 June 31 December
2025 2024 2024
Note Unaudited Unaudited Audited
£'000 £'000 £'000
Cash flow from operating activities
Loss before taxation (75) (279) (324)
Adjustment for:
Interest income/(expense) - - 23
Operating cash flows before movements in working capital (75) (279) (301)
Decease/(increase) in trade and other receivables (4) 1
-
Decrease/(increase) in trade and other payables 70 260 (268)
Cash generated from operations (5) (23) (568)
Cash flows from operating activities (5) (23) (568)
Proceeds from share issue - - 306
Convertible Loan Notes - 23 270
Net cash generated from financing activities - 23 576
Cash flows from investing activities
Interest received/(expenses) - - -
Net cash generated from investing activities - - -
Net Increase/(decrease) in cash & cash equivalents (5) - 8
Cash and equivalent at beginning of the period 9 1 1
Cash and equivalent at end of the period 4 1 9
Boston International Holdings plc
NOTES TO THE FINANCIAL INFORMATION
1. GENERAL INFORMATION AND PRINCIPAL ACTIVITIES
The Company is incorporated in England and Wales as a public limited company
with company number 09876705. The registered office of the Company is 35
Ballards Lane, London N3 1XW. This financial information is for the Company
only as there are no subsidiary undertakings.
The principal place of business of the Company is in the United Kingdom.
The interim financial statements are presented in the nearest thousands of
Pounds Sterling (£'000), which is the presentation currency of the company.
2. BASIS OF PREPARATION
The interim financial statements for the six months ended 30 June 2025 have
been prepared in accordance with IAS 34, Interim Financial Reporting.
The principal accounting policies used in preparing the interim results are
the same as those applied in the Company's Financial Statements as at and for
the period ended 31 December 2023.
A copy of the audited financial statements for the period ended 31 December
2024, which was prepared under IFRS, is available on the Company's website.
The interim report for the six months ended 30 June 2025 was approved by the
Directors on 29 September 2025.
3. EARNINGS PER SHARE
The earnings per share information is as follows:
Six months Six months 12 months
30 June 30 June 31 December
2025 2024 2024
Unaudited Unaudited Audited
(Loss) after taxation (Pound £) (74,975) (278,741) (323,900)
Weighted average number of ordinary shares 370,627,024 148,219,943 168,327,981
Basic earnings per share (pence) (0.02) (0.19) (0.19)
The diluted earnings per share was not applicable as there were no dilutive
potential ordinary shares outstanding at the end of the reporting period.
IAS33 requires presentation of diluted EPS when a company could be called upon
to issue shares that decrease earnings per share or increase the loss per
share. For a loss-making company with outstanding share options or warrants,
net loss per share would be decreased by exercise of options. Therefore, per
IAS33.36 the antidilutive potential ordinary shares are disregarded in the
calculation of diluted EPS.
4. Share Capital
Issued, called up and fully paid Ordinary
shares of £0.001 each.
Number
of shares £'000
As at 1 January 2025 370,627,024 371
As at 30 June 2025 370,627,024 371
5. RELATED PARTY TRANSACTIONS
(a) Key management are considered to be the Directors and the key management
received no compensation in the period.
(b) The entering into the Loan Facility Agreement referred to above
constituted a 'material related party transaction' for the purposes of DTR
7.3.
6. SEASONAL OR CYCLICAL FACTORS
There are no seasonal factors that materially
affect the operations of the company.
7. EVENTS AFTER THE REPORTING DATE
There are no reportable events.
- ENDS -
This announcement contains inside information for the purposes of article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).
For further information, please contact:
Boston International Holdings Plc
Christopher Pitman,
Chairman
+44 (0) 20 3735 8825
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