REG - GRIT Investment Tst. - Half-year Financial Report
12/01/2026 07:00
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RNS Number : 4174O GRIT Investment Trust PLC 12 January 2026
GRIT Investment Trust PLC
LEI Code 2138005OJKGWG3X4SY51
12 January 2026
GRIT Investment Trust plc
("GRIT" or "the Company")
Unaudited interim results for the six months ended 30 September 2025
Chairman's statement
Following the Company's request that the listing of its shares be temporarily
suspended from trading with effect 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 proposed reverse takeover ("RTO"). The Board continues to work with
its advisers to progress this transaction. If successful, the Company would
seek a cancellation of the existing listing and either:
· admission to listing on the Equity Shares (Commercial Companies)
category of the Official List and to trading on the Main Market of the London
Stock Exchange of the enlarged Company on completion of the RTO, supported by
the publication of a prospectus; or
· admission to AIM, supported by the publication of an AIM
admission document.
The Company continues to operate with minimal overheads and, in August 2025,
raised £250k (before expenses) via the issue of zero coupon Convertible
Unsecured Loan Notes ("CULNs") to support the pursuit of this transaction. If
the RTO can be achieved, the Board continues to believe that it will provide a
platform for future growth and a positive outcome for shareholders.
Set out below is the unaudited interim financial information for the six
months ended 30 September 2025. A loss of £74k is reported for the period
(six months ended 30 September 2024: loss of £63k). The increase in costs
relates primarily to professional fees and other expenses incurred in
connection with the August 2025 fund-raising and the continued pursuit of an
RTO. The Board continues to manage costs carefully in order to preserve
shareholder value.
Salient events
Fund-raising
In August 2025, the Company raised £250k (before expenses) via the issue of
zero coupon CULNs. The proceeds are being used to fund working capital
requirements and costs associated with pursuing the RTO.
Reverse Takeover progress
In August 2025, the Company signed non-binding heads of terms to acquire
Nabirm Global LLC via a proposed RTO. Discussions with advisers and due
diligence are ongoing.
Change of auditor
Royce Peeling Green Limited ("RPG") were appointed as auditors in August 2025,
following the resignation of PKF Littlejohn LLP (registered at Companies House
on 1 September 2025). Their appointment is subject to shareholder approval at
the forthcoming Annual General Meeting.
Unaudited Financial Results
· Loss for the period: £74k (H1 2024: £63k)
· Net liabilities as at 30 September 2025: £695k (30 September
2024: £645k)
· Cash as at 30 September 2025: £148k (30 September 2024: £nil)
No dividend has been declared.
Outlook
The Board remains focused on completing a transaction that will restore
shareholder value through the readmission of the Company's shares to trading.
The successful fund-raising completed in August 2025 has provided the Company
with sufficient resources to pursue this strategy, and the Board looks forward
to updating shareholders as progress is made.
Richard Lockwood
Chairman
12 January 2026
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 2025 £'000 Capital 2025 £'000 Total 2025 £'000 Revenue 2024 Capital 2024 £'000 Total 2024 £'000
£'000
Notes
Other expenses (74) - (74) (63) - (63)
Net loss on ordinary activities before taxation (74) - (74) (63) - (63)
Taxation on ordinary activities - - - - - -
Net loss attributable to equity shareholders (74) - (74) (63) - (63)
Loss per ordinary share (pence) 4 (0.30) - (0.30) (0.35) - (0.35)
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
2025 2025 2024
£'000 £'000 £'000
Notes
Current Assets
Investments - - -
Other receivables 34 21 19
Cash at bank 148 4 -
182 25 19
Creditors: amounts falling due within one year
Trade and other payables (257) (276) (294)
Convertible unsecured loans (620) (370) (370)
Net liabilities (695) (621) (645)
Capital and reserves
Called up share capital 840 840 833
Share premium 36,997 36,997 36,922
Capital reserve (32,697) (32,697) (32,697)
Revenue reserve (5,871) (5,797) (5,739)
Other reserve 36 36 36
Equity shareholders' funds deficit (695) (621) (645)
Net deficit per share (pence) 5 2.81 2.51 3.54
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 2024 833 36,922 (32,697) (5,676) 36 (582)
Profit 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)
Balance at 1 April 2025 (Audited) 840 36,997 (32,697) (5,797) 36 (621)
Loss on ordinary activities after taxation - - - (74) - (74)
Total comprehensive income for the period - - - (74) - (74)
Balance at 30 September 2025 840 36,997 (32,697) (5,871) 36 (695)
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 2025 2024
£'000
£'000
Operating activities
Loss before taxation (74) (63)
Increase in receivables (13) (5)
(Decrease)/Increase in payables (6) 68
Net cash outflow from operating activities before and after taxation (93) -
Financing activities
Convertible Loan Note proceeds 250 -
Fundraising expenses (13) -
Net cash inflow from financing activities before and after taxation 237 -
(Decrease) in cash in the period 144 -
Net cash at the start of the period 4 -
Net cash at the end of the period 148 -
The accompanying notes are an integral part of the financial statements.
Notes
1. Interim Results Basis of Preparation
These condensed interim financial statements have been prepared in accordance
with International Financial Reporting Standards ('IFRS') and IAS 34 'Interim
Financial Reporting' as adopted in the UK. 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
audited financial statements for the year ended 31 March 2025. Except as
described below, the accounting policies applied, and the management
judgements and estimates during the period, are consistent with those adopted
in the annual financial statements for that year.
2. Financial Instruments
CULNs issued during the period are classified as financial liabilities
measured at fair value through profit or loss, as the conversion terms do not
meet the fixed-for-fixed criterion under IAS 32. Transaction costs
attributable to the issue of these instruments are expensed to profit or loss
in accordance with IFRS 9.
At 30 September 2025, the Directors consider that the fair value of the CULNs
does not differ materially from their carrying value, due to the short period
since issuance and the absence of significant changes in valuation inputs.
Accordingly, no fair value gain or loss has been recognised in the period.
3. Going Concern Basis of Accounting
The Directors have a reasonable expectation that the Company has adequate
resources to continue in operational existence for the foreseeable future. The
Company successfully raised £250k (before expenses) via the issue of zero
coupon CULNs to support its working capital requirements while it pursues the
proposed RTO. Accordingly, the Directors continue to adopt the going concern
basis of accounting in preparing these financial statements.
4. Return per Ordinary Share
The revenue loss per ordinary share for the six months ended 30 September 2025
is based on a net loss after taxation of £74k and a weighted average of
24,723,175 ordinary shares in issue during the period. The capital return per
ordinary share for the six months ended 30 September 2025 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 £695k
(30 September 2024: £645k) and 24,723,175 ordinary shares in issue at the
period end (30 September 2024: 18,198,295).
6. Related Party Transactions
The Board of Directors is considered to be the Company's related party.
Directors' fees for the six months ended 30 September 2025 were £nil (H1
2024: £nil). Amounts payable to directors at the period end totalled £10k
(30 September 2024: £10k). No other related party transactions occurred
during the period.
7. Post Balance Sheet Events
On 20 October 2025, the Company received conditional conversion notices in
respect of £370k of the CULNs outstanding at 30 September 2025. Conversion is
conditional upon the publication of a prospectus to enable the issue of the
underlying shares by no later than 31 December 2026 and will occur
automatically on publication of that prospectus if published by that date. No
adjustment has been made to these financial statements in respect of these
notices, as the conversion conditions had not been satisfied at the reporting
date.
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 interim
financial statements do not constitute statutory accounts within the meaning
of Section 434 of the Companies Act 2006 and are unaudited.
Statutory accounts for the year ended 31 March 2025 were prepared in
accordance with UK-adopted international accounting standards, received an
unqualified audit opinion, 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
2025 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 year ended 31 March 2025. 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 2025.
Statement of Directors' Responsibilities in Respect of the Interim Report
The Directors, being Richard Lockwood, Chairman, Martin Lampshire, Executive
Director, and Malcolm Burne, Director, confirm that, to the best of their
knowledge:
· the condensed set of interim 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; and
· the Chairman's Statement and Interim Report Statement (together
constituting the Interim Management Report) includes 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
12 January 2026
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