REG - GRIT Investment Tst. - Half-year Financial Report
Thu 07:00
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RNS Number : 9861L GRIT Investment Trust PLC 18 December 2025
GRIT Investment Trust PLC
LEI Code 2138005OJKGWG3X4SY51
18 December 2025
GRIT Investment Trust plc "GRIT" or "the Company"
Unaudited interim results for the six months ended 30 September 2024
Chairman's statement
Following the Company's request that the listing in its shares be temporarily
suspended from 20 March 2024, the Company's shares remain suspended from
trading on the London Stock Exchange pending the identification and execution
of a suitable transaction to restore the Company's listing.
As discussed in my last update, in August 2025, the Board announced that it
had signed non-binding heads of terms to acquire Nabirm Global LLC ("Nabirm")
through a reverse takeover ("RTO"). The Board continues to work with advisers
to progress the proposed transaction. If successful, the Company would seek a
cancellation of the existing listing and either:
· admission to listing of the Company on effective completion of that
reverse transaction, publishing a prospectus in support of its application, or
· admission to AIM.
The Company continues to operate with minimal overheads and raised £250k
(before expenses) in August 2025 to support the pursuit of this transaction.
If an RTO transaction can be achieved the Board continues to believe that it
will provide a platform for the future growth of the Company and a positive
outcome for shareholders.
Set out below is the unaudited interim statement covering the six months ended
30 September 2024. A loss of £63k is reported for the six months ended 30
September 2024, compared to a profit of £22k for the six months ended 30
September 2023. The board continues to manage costs carefully in an effort to
preserve shareholder value.
Salient events
Change in reporting date
As announced on 26 April 2024, the Company changed its accounting reference
date from 31 December to 31 March, resulting in a fifteen-month reporting
period ending 31 March 2024. The extension was made to align the Company's
financial year with its operational and strategic planning, including the
ongoing pursuit of a proposed reverse takeover.
Unaudited Financial Results
· Loss for the period: £63k (H1 2023: £22k profit)
· Net liabilities as at 30 September 2024: £645k (30 September
2023: £513k)
· Cash as at 30 September 2024: £0k (30 September 2023: £5k)
· No dividend has been declared.
Outlook
The Board continues to focus on completing a transaction that will restore
shareholder value through a readmission of the Company's shares. The
successful fundraising in August 2025 provided the Company with the resources
required to pursue this strategy, and the Board looks forward to updating
shareholders as progress is made.
Work continues to finalise and publish the Company's outstanding audited and
interim financial statements for subsequent reporting periods as soon as
possible.
Richard Lockwood
Chairman
17 December 2025
Enquiries:
GRIT Investment Trust plc
Tel: +44 (0)20 3198 2554
AlbR Capital Limited (Broker)
Tel: +44 (0)20 7469 0930
Income Statement
Unaudited
For the 6 months ended 30 September Revenue 2024 £'000 Capital 2024 £'000 Total 2024 £'000 Revenue 2023 Capital 2023 £'000 Total 2023 £'000
£'000
Notes
Income - - - - - -
Other income 3 - - - 90 - 90
Other expenses (63) - (63) (68) - (68)
Net (loss)/gain before finance costs and taxation (63) - (63) 22 - 22
Interest payable and similar charges - - - - - -
Net (loss)/gain on ordinary activities before taxation (63) - (63) 22 - 22
Taxation on ordinary activities - - - - - -
Net (loss)/gain attributable to equity shareholders (63) - (63) 22 - 22
(Loss)/Earnings per ordinary share (pence) 4 (0.35) - (0.35) 0.12 - 0.12
The 'total' column of this statement represents the Company's profit and loss
account, prepared in accordance with IFRS. All revenue and capital items in
this statement derive from continuing operations. All of the profit for the
period is attributable to the owners of the Company.
No operations were acquired or discontinued in the period.
A Statement of Other Comprehensive Income is not required as all gains and
losses of the Company have been reflected in the above Income Statement.
Balance Sheet
Unaudited Audited Unaudited
As at 30 September 31 March 30 September
2024 2024 2023
£'000 £'000 £'000
Notes
Current Assets
Investments - - -
Other receivables 19 14 13
Cash at bank - - 5
19 14 18
Creditors: amounts falling due within one year
Trade and other payables (294) (226) (161)
Convertible unsecured loans (370) (370) (370)
Net liabilities (645) (582) (513)
Capital and reserves
Called up share capital 833 833 833
Share premium 36,922 36,922 36,922
Capital reserve (32,697) (32,697) (32,697)
Revenue reserve (5,739) (5,676) (5,607)
Other reserve 36 36 36
Equity shareholders' funds deficit (645) (582) (513)
Net deficit per share (pence) 5 3.54 3.20 2.82
Statement of changes in equity
Share premium account £'000 Revenue reserve deficit £'000
Share capital £'000 Capital reserve £'000 Other reserve £'000
Total £'000
Unaudited
Balance at 1 April 2023 758 36,922 (32,697) (5,636) 43 (610)
Profit on ordinary activities after taxation - - - 22 - 22
Total comprehensive income for the period - - - 22 - 22
Shares issued during the period 75 - - - - 75
Transfer of the equity component of converted loan notes 7 (7) -
Balance at 30 September 2023 833 36,922 (32,697) (5,607) 36 (513)
Balance at 1 April 2024 (Audited) 833 36,922 (32,697) (5,676) 36 (582)
Loss on ordinary activities after taxation - - - (63) - (63)
Total comprehensive income for the period - - - (63) - (63)
Balance at 30 September 2024 833 36,922 (32,697) (5,739) 36 (645)
The revenue reserve represents the amount of the Company's reserves
distributable by way of dividend.
Cash flow statement
Unaudited
For the 6 months ended 30 September 2024 2023
£'000
£'000
Operating activities
(Loss) before taxation (63) 22
Other interest expense - -
Decrease/(Increase) in receivables (5) 46
(Decrease) in payables 68 (197)
Net cash outflow from operating activities before and after taxation - (129)
(Decrease) in cash in the period - (129)
Net cash at the start of the period - 134
Net cash at the end of the period 7 - 5
The accompanying notes are an integral part of the financial statements.
Notes
1. Interim Results
These condensed financial statements have been prepared in accordance with
International Financial Reporting Standards ('IFRS') and IAS 34 'Interim
Financial Reporting' as adopted in the UK. They follow the same accounting
policies as those set out in the audited statutory accounts of the Company for
the fifteen-month period ended 31 March 2024. The condensed financial
statements do not contain all of the information required for a full set of
IFRS financial statements and should be read in conjunction with the Company's
financial statements for the fifteen-month period ended 31 March 2024. There
have been no significant changes to management judgements or estimates during
the period.
2. Going Concern Basis of Accounting
At the time of approving these financial statements, the Directors have a
reasonable expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future. In August 2025 the Company
successfully raised £250k (before expenses) via the issue of zero coupon
unsecured convertible loan notes to support its working capital requirements
while it pursues the proposed reverse takeover. Accordingly, the Directors
continue to adopt the going concern basis of accounting in preparing these
financial statements.
3. Other Income
In May 2023 the Company announced that it had successfully completed a Company
Voluntary Arrangement ("CVA"), following the approval of the Company's
variation to creditors to bring the CVA to an early conclusion. The CVA
creditors received a total of 83.06p in the £1, which compared favourably to
the 20p in the £1 in the original CVA proposal. The completion of the CVA was
an important step forward for the Company allowing it to plan a future free of
its historical debts.
As part of the arrangement, trade creditor balances amounting to £112k were
released, giving rise to a gain. Professional and legal fees directly related
to the CVA during the period totalled £22k and have been recognised against
this gain. The net gain arising from the CVA following its completion was
£90k.
4. Return per Ordinary Share
The revenue loss per ordinary share for the six months ended 30 September 2024
is based on a net loss after taxation of £63k and a weighted average of
18,198,295 ordinary shares in issue during the period. The capital return per
ordinary share for the six months ended 30 September 2024 is based on a net
capital profit after taxation of £nil and the same weighted average number of
ordinary shares.
5. Net Asset Value per Ordinary Share
The net asset value per ordinary share is based on net liabilities of £645k
(30 September 2023: £513k) and on 18,198,295 ordinary shares in issue at the
period end (30 September 2023: 18,198,295).
6. Related Party Transactions
The Board of Directors is considered a related party of the Company. Directors
receive fees for their services. Total directors' fees for the six months to
30 September 2024 were £nil (H1 2023: £nil). As at 30 September 2024,
amounts payable to directors totalled £10k (30 September 2023: £10k). There
were no other related party transactions during the period that had a material
effect on the financial position or performance of the Company.
7. Post Balance Sheet Events
The following material events occurred after the reporting date:
· 28 January 2025: 6,524,880 new ordinary shares of 0.1p each issued
at 1.25p per share.
· 14 August 2025: The Company raised £250k (before expenses) via the
issue of zero coupon unsecured convertible loan notes.
· 14 August 2025: The Company signed non-binding heads of terms to
acquire Nabirm Global LLC via a proposed reverse takeover.
· 20 August 2025: Royce Peeling Green Limited ("RPG") were appointed as
auditors, following the resignation of PKF Littlejohn LLP (registered on
Companies House on 1 September 2025). Their appointment is subject to
shareholder approval at the forthcoming Annual General Meeting.
· 20 October 2025: The Company received conditional conversion notices
in respect of the £370k CULNs outstanding at 31 March 2024. Conversion is
conditional upon publication of a prospectus to enable the issue of the
underlying shares by no later than 31 December 2026, and shall occur
automatically on publication of that prospectus if published by that date. At
the date of approval of these financial statements, the conversion condition
had not been met.
Interim Report Statement
The Company's auditor, Royce Peeling Green Limited, has not audited or
reviewed this Interim Report in accordance with the Auditing Practices Board
guidance on 'Review of Interim Financial Information'. These condensed
financial statements do not constitute statutory accounts as defined in
Section 434 of the Companies Act 2006 and are unaudited.
Statutory accounts for the fifteen months ended 31 March 2024, which were
prepared in accordance with UK-adopted international accounting standards,
received an unqualified audit report and did not contain a statement under
Section 498 of the Companies Act 2006. These accounts have been filed with the
Registrar of Companies. No statutory accounts in respect of any period after
31 March 2024 have been reported on by the Company's auditor or delivered to
the Registrar of Companies.
Directors' Statement of Principal Risks and Uncertainties
The risks, and the way in which they are managed, are described in more detail
in the Strategic Report contained within the Annual Report and Financial
Statements for the fifteen months ended 31 March 2024. In the opinion of the
Directors, the Company's principal risks and uncertainties did not change
materially since the date of that report for the remainder of the Company's
financial reporting period to 30 September 2024.
Statement of Directors' Responsibilities in Respect of the Interim Report
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with IAS 34 'Interim Financial Reporting' as adopted in the UK and
gives a true and fair view of the assets, liabilities, financial position and
loss of the Company;
· the Chairman's Statement and Executive Director's Review (together
constituting the Interim Management Report) include a fair review of the
information required by the Disclosure Guidance and Transparency Rules ('DTR')
4.2.7R and 4.2.8R, being an indication of important events that have occurred
during the six-month period and their impact on the financial statements; and
· other than directors' remuneration as disclosed in Note 6, there
have been no related party transactions that materially affected the financial
position or performance of the Company during the period.
On behalf of the Board
Richard Lockwood
Chairman
17 December 2025
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