REG - Milton Capital PLC - Interim results for the period ended 31 July 2025
17/10/2025 07:00
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RNS Number : 6545D Milton Capital PLC 17 October 2025
17(th) October 2025
Milton Capital Plc
Unaudited interim results for the period ended 31 July 2025
Milton Capital Plc ("Milton" or the "Company") is pleased to announce
its interim results for the six months ended 31 July 2025.
Highlights:
· The Company recorded a loss before tax of £165,631 (2024:
£201,058) and had cash balances of £262,711 (2024: £531,615) at the end of
the period;
· Since the Period end the Company has raised £149,500 gross proceeds
from a placement and subscription from current and new shareholders; and
· Search for a suitable acquisition target continues.
Enquiries
Milton Capital Plc info@milton-capital.co.uk
Director
Richard Mays
Peterhouse Capital Limited
Financial Adviser
Tel: +44 (0) 20 7469 0930
CHAIRMAN'S STATEMENT
Shareholders will be aware that in October 2024 the Company entered into an
Exclusivity Agreement with Horizon Energy Corporation LLC to acquire its UK
subsidiaries and in so doing to seek to participate in the Dabinett
exploration well. The Board believed this to be an exceptional opportunity
with a high potential NPV if successful. The transaction was predicated on a
number of requirements being satisfied. After extensions to the Exclusivity
Agreement backstop date the farm out process had reached a natural conclusion
without an additional partner being secured. It was obvious that sufficient
capital could not be raised in the prevailing UK political climate to fund
the entirety of the well and the Exclusivity Agreement lapsed. The Company
re-energised its business development programme to seek an Initial
Transaction.
Around the same time of the ending of the Exclusivity Agreement, our
co-founder and Managing Director, Edward Dawson decided to step down for
personal reasons. Edward remains a significant and supportive
shareholder. Since the end of June we have:
1. Transitioned all the management administration;
2. Radically reduced overhead and costs adopting a revised Remuneration
Policy;
3. Held an AGM and GM which amongst other things:
· Delivered a continuity resolution by the shareholders to continue
to seek an Initial Transaction;
· Realigned the share capital to provide a lower par value;
· Secured share authorities for the future; and
· Revised the Articles of Association.
Post balance sheet event
In August 2025 the Company carried out a successful placement of 29.9m new
ordinary shares raising £149,500, before expenses.
We have overhauled our business development programme. Screening of
opportunities has intensified, and the remit widened. We are 'filling the
opportunity hopper' from wider sources and considering an array of
possibilities.
It is the Board's expectation that the reduction in burn rate and the added
funds we have secured in the recent placing, combined with existing funds,
will be sufficient to see us through to an announcement on a possible Initial
Transaction.
I wish to place on record my thanks to my fellow director Nick Pillar, our
business development consultant Peter Elliott, our advisory team, our past
directors and to shareholders for their support and encouragement.
Richard Mays
Executive Chairman
Responsibility Statement
The following statement is given by each of the Directors.
We confirm that to the best of our knowledge:
· the Interim Report has been prepared in accordance with International
Accounting Standards 34, Interim Financial Reporting, as contained in UK
adopted IFRS;
· gives a true and fair view of the assets, liabilities, financial
position and loss of the Company; and
· the Interim Report includes a fair review of the information required
by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of
important events that have occurred during the first six months of the
financial year and their impact on the set of interim financial statements;
and a description of the principal risks and uncertainties for the remaining
six months of the year.
· the Interim Report includes a fair review of the information required
by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information
required on related party transactions.
· The Interim Report was approved by the Board of Directors and the
above responsibility statement was signed on its behalf by:
Richard Mays
Director
17(th) October 2025
Condensed income statement
For the six months ended 31 July 2025
Six months ended Six months ended Year ended
31 July 31 July 31 January
2025 2024 2025
(unaudited) (unaudited) (audited)
£ £ £
CONTINUING OPERATIONS
Administrative expenses (164,228) (199,655) (375,985)
Share-based payment charge (1,403) (1,403) (2,806)
OPERATING LOSS (165,631) (201,058) (378,791)
Finance income - - 237
Finance costs - - (75)
LOSS BEFORE INCOME TAX (165,631) (201,058) (378,629)
Income tax - - -
LOSS AND TOTAL COMPREHENSIVE LOSS FOR THE PERIOD (165,631) (201,058) (378,629)
Loss per share
- Basic and diluted loss (0.17)p (0.20)p (0.38)p
Condensed statement of financial position
As at 31 July 2025
31 July 31 July 31 January
2025 2024 2025
(unaudited) (unaudited) (audited)
£ £ £
CURRENT ASSETS
Trade and other receivables 28,159 66,269 28,258
Cash and cash equivalents 262,711 531,615 390,624
290,870 597,884 418,882
TOTAL ASSETS 290,870 597,884 418,882
EQUITY
SHAREHOLDERS' EQUITY
Called up share capital 1,000,000 1,000,000 1,000,000
Share-based payment reserve 28,003 27,145 28,548
Retained earnings (835,229) (493,975) (671,546)
TOTAL EQUITY 192,774 533,170 357,002
CURRENT LIABILITIES
Trade and other payables 98,096 64,714 61,880
TOTAL LIABILITIES 98,096 64,714 61,880
TOTAL EQUITY AND LIABILITIES 290,870 597,884 418,882
Condensed statement of changes in equity
For the six months ended 31 July 2025
Share-based
Share payment Retained
capital reserve earnings Total
£ £ £ £
Unaudited
At 1 February 2025 1,000,000 28,548 (671,546) 357,002
Total comprehensive income for the period - - (165,631) (165,631)
Share options lapsed in period - (1,948) 1,948 -
Equity settled share-based payment - 1,403 - 1,403
At 31 July 2025 1,000,000 28,003 (835,229) 192,774
Unaudited
At 1 February 2024 1,000,000 25,742 (292,917) 732,825
Total comprehensive income for the period - 1,403 (201,058) (199,655)
At 31 July 2024 1,000,000 27,145 (493,975) 533,170
Audited
At 1 February 2024 1,000,000 25,742 (292,917) 732,825
Total comprehensive income for the year - - (378,629) (378,629)
Equity-settled share-based payments - 2,806 - 2,806
At 31 January 2025 1,000,000 28,548 (671,546) 357,002
Condensed statement of cash flows
For the six months ended 31 July 2025
Six months ended Six months ended Year ended
31 July 31 July 31 January
2025 2024 2025
(unaudited) (unaudited) (audited)
£ £ £
Operating activities
Operating loss (165,631) (201,058) (378,791)
Finance income - - 237
Finance costs - - (75)
Operating loss (165,631) (201,058) (378,629)
Decrease/(increase) in trade and other receivables 99 (62,422) (24,411)
Increase/(decrease) in trade and other payables 36,216 1,232 (1,602)
Equity-settled share-based payment charge 1,403 1,403 2,806
Net cash outflow from operating activities (127,913) (260,845) (401,836)
Net decrease in cash and cash equivalents (127,913) (260,845) (401,836)
Cash and cash equivalents at start of period 390,624 792,460 792,460
Cash and cash equivalents at end of period 262,711 531,615 390,624
NOTES TO THE UNAUDITED INTERIM ACCOUNTS
FOR THE PERIOD ENDED 31 JULY 2025
1. General information
Milton Capital Plc is a company incorporated in the United Kingdom, which is
listed on the Standard List of London Stock Exchange. The address of its
registered office is The Scalpel, 18(th) Floor, 52 Lime Street, London EC3M
7AF.
The Company's principal activity is that of a Special Purpose Acquisition
Company. Milton was formed with the intention to identify and acquire a
suitable business opportunity or opportunities and undertake an acquisition or
merger or a series of acquisitions or mergers.
2. Basis of preparation
The condensed interim financial statements have been prepared in accordance
with the Disclosure and Transparency Rules of the United Kingdom's Financial
Conduct Authority and with International Accounting Standard ("IAS") 34
"Interim Financial Reporting". It should be read in conjunction with the
annual financial statements for the year ended 31 January 2025 for full
details of the accounting policies adopted.
The interim financial statements are presented in pounds sterling, rounded to
the nearest pound.
The condensed interim financial information for the six months ended 30 July
2025 and 2024 have not been audited or reviewed and do not constitute
statutory accounts within the meaning of Section 434 of the Companies Act
2006. The comparative financial information for the year ended 31 January 2025
has been derived from the audited financial statements for that period. A
copy of the statutory financial statements for the year ended 31 January 2025
has been delivered to the Registrar of Companies. The report of the
independent auditors on those financial statements was unqualified and did not
contain a statement under Sections 498 (2) or (3) of the Companies Act 2006.
The interim financial statements have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 as they apply to the financial statements of the Company
for the six months ended 31 July 2025 and as applied in accordance with the
provisions of the Companies Act 2006 and under the historical cost convention
or fair value where appropriate. They have also been prepared on a basis
consistent with the accounting policies expected to be applied for the year
ending 31 January 2026 and which are also consistent with those set out in the
statutory accounts of the Company for the year ended 31 January 2025.
3. Going concern basis of preparation
The Company had £262,711 in cash at the period end. The Directors have
prepared the accounts on a going concern basis as they consider that the
Company has adequate funding. In addition to these funds the Company has
received the proceeds of a recent post period end placement and subscription.
4. Principal risks at 31 July 2025 and key changes since
the 2025 annual report
The Directors have reviewed the principal risks facing the Company and
concluded for the remaining six months of the financial year that there are no
significant changes to those disclosed in the 2025 annual financial
statements. A full description of the Company's principal risks can be found
on page 10 of the 2025 annual financial statements.
5. Loss per share
The basic loss per share is calculated by dividing the loss attributable to
the ordinary shareholders of the Company by the weighted average number of
Ordinary shares in issue during the period, excluding Ordinary shares
purchased by the Company and held as treasury shares.
Six months ended Six months ended Year ended
31 July 31 July 31 January
2025 2024 2025
(unaudited) (unaudited) (audited)
Loss for the financial period (165,631) (201,058) (378,629)
Weighted average number of shares 100,000,000 100,000,000 100,000,000
Basic and diluted loss per share (0.17)p (0.20)p (0.38)p
The loss and weighted average number of shares used for calculating the
diluted loss per share are identical to those for the basic loss per share.
The outstanding share options would have the effect of reducing the loss per
share and would therefore not be dilutive under IAS 33 'Earnings per Share'.
5 Dividends
The Directors do not propose to declare a dividend for the period.
6 Copies of interim results
Copies of the interim results can be obtained from the website www.
(http://www.) milton-capital.co.uk. From this site you may access our
financial reports and presentations, recent press releases and details about
the Company and its operations.
Caution regarding forward looking statements
Certain statements in this announcement, are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use
of terms and phrases such as ''believe'', ''could'', "should" ''envisage'',
''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect",
''will'' or the negative of those, variations or comparable expressions,
including references to assumptions. These forward-looking statements are
not based on historical facts but rather on the Directors' current
expectations and assumptions regarding the Company's future growth, results of
operations, performance, future capital and other expenditures (including the
amount, nature and sources of funding thereof), competitive advantages,
business prospects and opportunities. Such forward looking statements
reflect the Directors' current beliefs and assumptions and are based on
information currently available to the Directors.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
and reading this announcement should not place undue reliance on
forward-looking statements. Unless otherwise required by applicable law,
regulation or accounting standard, the Company does not undertake to update or
revise any forward-looking statements, whether as a result of new information,
future developments or otherwise.
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