RNS Number : 4636B
S-Ventures PLC
30 September 2025
30 September 2025
S-Ventures PLC
("S-Ventures", "Group" or the "Company")
Company Number: 12723377
Unaudited interim results for the six months ended 30 June 2025
The Directors of S-Ventures PLC are pleased to report on the half-year ended 30 June 2025. These accounts are unaudited and have not been reviewed by an auditor.
Financial highlights
Six months ended 30 June 2025 £m
Six months ended 30 June 2024 £m
12 months to 31 December 2024 £m
Gross Revenues
6.7
8.0
15.2
EBITDA
1.9
0.8
0.7
Profit (Loss) from continuing operations
0.4
(0.5)
(2.2)
Cash
0.2
0.7
0.3
Basic Earnings per Share (in pence per share)
0.31p
(0.39p)
(1.69p)
Operational highlights
The business was formed to invest in, acquire and grow businesses in the natural wellness food tech and organic snacking sector. The key points of this period are:
· Net Sales for the six months of £5.2m are made up as follows:
6 months to 30 June 2025 £m
6 months to 30 June 2024 £m
12 months to 31 December 2024 £m
Gross Sales
6.7
8.0
15.1
Trade discounts, listing fees etc
(1.5)
(0.8)
(1.2)
Net Sales
5.2
7.2
13.9
· The results for our business segment analysis are:
Plant Based Nutrition £'000
Bakery £'000
Technical Services £'000
Admin-istration £'000
Total £'000
Net Sales Revenues
1,293
3,099
771
-
5,163
Operating Profit / (Loss) before Tax
(100)
118
(30)
495
483
Scott Livingston, CEO of S-Ventures, comments:
"I am pleased to report our interim results for the six months to 30 June 2025.
We have completed the disposal of substantially all of the operating subsidiaries in the Group to AIM quoted Tooru PLC and S-Ventures PLC holds 26.7% of the ordinary shares in Tooru PLC, which is the Company's principal asset.
In our opinion, the share prices of both companies don't represent the true value of the brands we are building but we have remained loyal to the public markets.
We expect to finalise a way forward to distribute the Tooru equity to shareholders. We are also looking for a deal for S- Ventures and there are many opportunities we are considering, largely in the same consumer and tech space.
The subsidiaries have performed in line with expectations, and the brands are building traction. As we move forward, our focus remains on maximising value for shareholders, whether through the distribution of our Tooru plc equity or through pursuing strategic opportunities that align with the Company".
Enquiries
S-Ventures PLC
Scott Livingston, Chief Executive Officer
+44 (0)20 3475 0230
VSA Capital Limited
Broker and Financial Advisor
Andrew Raca (Corporate Finance)
+44 (0) 20 3005 5000
Interim management report
Following the completion of the Reverse Takeover by Tooru plc of the five subsidiary businesses, Juvela, Pulsin, Market Rocket, We Love Purely and S-Ventures Acquisitions, on 28 May 2025, these accounts include the results of those subsidiaries for the first five months only.
As a result of this transaction, the Company has become a cash shell which, under Aquis Rules means it is an enterprise company. The principal assets of the Company are comprised of a 26.7% holding of ordinary shares in Tooru plc, a minority shareholding in Coldpress Foods Limited and a dormant subsidiary, Ohso Chocolate Limited.
By order of the Board
Scott Livingston
Chief Executive Officer
30 September 2025
Cautionary statement
This report contains forward-looking statements. These have been made by the directors in good faith based on the information available to them up to the time of their approval of this report. The directors can give no assurance that these expectations will prove to have been correct. Due to the inherent uncertainties, including both economic and business risk factors underlying such forward looking information, actual results may differ materially from those expressed or implied by these forward-looking statements. The directors undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.
Consolidated Statement of Comprehensive Income (unaudited)
For the six months ended 30 June 2025
Six months ended 30 June 2025
Six months ended 30 June 2024
12 months to 31 December 2024
£'000
£'000
£'000
Gross Revenue
6,744
7,976
15,159
Less Trade discounts and Listing costs
(1,581)
(776)
(1,239)
Net Sales Revenues
5,163
7,200
13,920
Cost of Sales
(2,539)
(3,220)
(5,917)
Gross profit
2,624
3,980
8,003
Other operating income
-
-
10
Loss (Gain) on disposal
1,599
27
27
Administrative expenses
(2,321)
(3,165)
(7,301)
(722)
(3,138)
(7,264)
EBITDA
1,902
842
739
Depreciation and amortisation
(532)
(715)
(1,401)
Finance costs
(874)
(645)
(1,287)
Finance income
1
3
7
Exceptional costs
(13)
-
-
(1,419
(1,357)
(2,681)
Loss before taxation
483
(515)
(1,942
Income tax
(71)
-
(258)
Profit (Loss)
412
(515)
(2,200)
Loss after tax for discontinued operations
(40)
Total comprehensive profit (loss)
412
(515)
(2,240)
Consolidated Statement of Financial Position (unaudited)
As at 30 June 2025
As at 30 June 2025
As at 30 June 2024
As at 31 December 2024
£'000
£'000
£'000
ASSETS
Non-current
Goodwill
-
3,462
3,643
Owned:
- Intangible assets
-
7,204
6,570
- Property, Plant & Equipment
14
1,405
2,387
Right of Use:
- Property, Plant & Equipment
-
1,523
943
Investments
3,530
30
31
Total non-current assets
3,544
13,624
13,574
Current assets
Inventories
-
1,272
1,098
Trade and other receivables
603
2,619
2,808
Cash and cash equivalents
156
679
252
Total current assets
759
4,570
4,158
Assets from discontinued operations
-
-
20
TOTAL ASSETS
4,303
18,194
17,752
EQUITY
SHAREHOLDERS' Equity
Called Up Share capital
132
132
132
Share premium
14,708
14,708
14,708
Share based payment reserve
-
8
8
Contingent equity settled consideration for investment
-
112
112
Retained earnings
(11,524)
(11,654)
(13,060)
3,316
3,306
1,900
Non controlling interests
-
(41)
(77)
TOTAL EQUITY
3,316
3,265
1,823
Consolidated Statement of Financial Position (unaudited) - Cont'd
As at 30 June 2025
As at 30 June 2025
As at 30 June 2024
As at 31 December 2024
LIABILITIES
Current Liabilities
Trade and other payables
987
3,456
5,016
Financial Liabilities: - Borrowings
-Interest bearing loans and borrowings
-
2,724
6,479
Lease liability
-
1,811
159
987
7,991
11,654
Non-current Liabilities
Provision
-
440
564
Lease liability
-
-
823
-Interest bearing loans and borrowings
-
6,498
2,694
-
6,938
4,081
TOTAL LIABILITIES
987
14,929
15,735
NET EQUITY AND LIABILITIES
4,303
18,194
17,752
Consolidated cash flow statement (unaudited)
For the six months ended 30 June 2025
Six months ended 30 June 2025
Six months ended 30 June 2024
12 months to 31 December 2024
Cash flow from operating activities
Profit (Loss) for the period
292
(515)
(2,240)
Finance costs
57
645
1,286
Finance income
-
(2)
(7)
Profit on disposal of fixed assets
-
(47)
(27)
Depreciation and Amortisation
3
715
1,401
Interest paid
(57)
(339)
(577)
Lease interest paid
-
(39)
-
Changes in Working Capital
Decrease/(Increase) in inventory
-
585
758
Decrease/(Increase) in trade and other receivables
(104)
(689)
114
(Decrease)/Increase in trade and other payables
(230)
(960)
(370)
Net cash flow from operating activities
(39)
(646)
338
Cash flow from investing activities
Cash received on sale of subsidiaries
420
-
-
Cash and cash equivalents of subsidiaries sold
(255)
-
-
Purchase of tangible fixed assets
-
(47)
(1,007)
Net cash flow from investing activities
165
(47)
(1,007)
Cash flow from financing activities
Proceeds from borrowings
50
1,091
771
Repayment of borrowings
(25)
(21)
-
Repayment of lease liabilities
-
(9)
(230)
Introduced/Withdrawn by directors
-
-
75
Net cash flow from financing activities
25
1,061
616
Net increase/(decrease) in cash and cash equivalents
151
368
(53)
Cash and cash equivalents at start of period
5
305
305
Cash and cash equivalents at end of period
156
673
252
Notes to the condensed consolidated financial statements (unaudited)
1. General information
The consolidated financial statements for the six months ended 30 June 2025 are unaudited and were authorised for issue in accordance with a resolution of the Board of Directors.
2. Basis of preparation
The financial information set out in this interim report does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The group's statutory financial statements for the period ended 31 December 2024, prepared under International Financial Reporting Standards (IFRS), have been filed with the Registrar of Companies.
The interim financial information has been prepared in accordance with the recognition and measurement principles of International Financial Reporting Standards (IFRS) and on the same basis and using the same accounting policies as used in the financial statements for the year ended 31 December 2024. The interim financial statements have not been audited or reviewed in accordance with the International Standard on Review Engagement 2410 issued by the Auditing Practices Board.
The financial statements have been prepared on a going concern basis under the historical cost convention. This is considered to be an appropriate basis by the directors.
These condensed consolidated interim financial statements comprise the accounts of the parent company for the six months to 30 June 2025 and those of the five subsidiaries for the period from 1 January 2025 to their sale on 28 May 2025, after elimination of all material intercompany balances and transactions.
3. Earnings per share:
The calculation of the total basic earnings per share of 0.31p is based on the profit attributable to equity owners of the company divided by the weighted number of shares in issue during the period.
4. Investments:
The investment in shares in Coldpress Foods Limited is accounted for at cost.
5. Approval of Interim Finance Statements:
These interim financial statements were approved by the Board of Directors on 30 September 2025.
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