REG - Vulcan Two Group PLC - Interim Results
Tue 07:00
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RNS Number : 3272A Vulcan Two Group PLC 23 September 2025
23 September 2025
Vulcan Two Group plc
("Vulcan Two", together with its subsidiary the "Group")
Unaudited Interim Financial Statements of Vulcan Two Ltd
For the six months ended 30 June 2025
Vulcan Two Group plc (AIM: VUL), the company aiming to create the UK's leading
regulated ePharmacy through buy-and-build, is pleased to present the unaudited
Interim Financial Statements of its wholly owned subsidiary, Vulcan Two Ltd
(the "Company"), for the six months ended 30 June 2025 (the "Interim Financial
Statements"). As Vulcan Two Group plc was incorporated on 6 August 2025,
Vulcan Two Ltd was the only company in the Group during the six months ending
30 June 2025. As such, these Interim Financial Statements are presented on
Vulcan Two Ltd only.
This marks the Group's first reporting period since its successful admission
to trading on AIM on 3 September 2025, raising £12.0 million through a
Placing and Subscription.
The Company's loss after taxation for the period to 30 June 2025 was £79,892
(30 June 2024: loss of £15,437). The Company earned no revenue in the period.
The Company held a cash balance at the period end of £4,669 (as at 31
December 2024: £98).
Michael Kraftman, Chief Executive Officer of Vulcan Two, commented:
"We are pleased to present these interim results. During this period our
activities were focused exclusively on exploring potential acquisitions and
funding options. The modest level of expenses incurred in the period are
exclusively the costs of so doing."
Directors
The Directors of the Company during the period and up until the date of this
report are set out below:
Michael Benjamin Kraftman;
Brendan Celestine O'Brien; and
Ashley James Mealor (resigned 17 January 2025).
RESPONSIBILITY STATEMENT
Each of the Directors confirms that, to the best of their knowledge, these
Interim Financial Statements comply with the requirements of Rule 18 of the
AIM Rules for Companies.
Neither the Company nor the Directors accept any liability to any person in
relation to the Interim Financial report except to the extent that such
liability could arise under applicable law.
STATEMENT OF COMPREHENSIVE INCOME
Six months ended Six months ended
30 June 30 June
2025 2024
Notes Unaudited Unaudited
£'s £'s
Administrative expenses 5 (79,892) (15,437)
Operating loss (79,892) (15,437)
Taxation - -
Loss for the period (79,892) (15,437)
Other comprehensive expense - -
Total comprehensive loss for the period (79,892) (15,437)
Loss per ordinary share
Basic and diluted (£'s) 6 (88.77) (17.15)
The Company's activities derive from continuing operations
STATEMENT OF FINANCIAL POSITION
As at As at
30 June 2025 31 December 2024
Notes Unaudited Unaudited
£'s £'s
Assets
Current assets
Other receivables 1,471 437
Cash and cash equivalents 4,669 98
Total current assets 6,140 535
Total assets 6,140 535
Liabilities
Current liabilities
Trade payables 126 112
Accruals 67,983 -
Borrowings 7 140,491 122,991
Total current liabilities 208,600 123,103
Total liabilities 208,600 123,103
Net liabilities (202,460) (122,568)
Equity
Share capital 8 9 9
Accumulated losses (202,469) (122,577)
Total Equity (202,460) (122,568)
STATEMENT OF CHANGES IN EQUITY
Share capital Accumulated Total
losses
£'s £'s £'s
Balance as at 1 January 2024 9 (97,235) (97,226)
Total comprehensive loss for the period - (15,437) (15,437)
Balance as at 30 June 2024 9 (112,672) (112,663)
Stated capital Accumulated Total
losses
£'s £'s £'s
Balance as at 1 January 2025 9 (122,577) (122,568)
Total comprehensive loss for the period - (79,892) (79,892)
Balance as at 30 June 2025 9 (202,469) (202,460)
1
STATEMENT OF CASH FLOWS
Six months Six months
ended ended
30 June 30 June
2025 2024
Unaudited Unaudited
£'s £'s
Operating activities
Loss for the period (79,892) (15,437)
Operating cash flows before movements in working capital (79,892) (15,437)
Working capital adjustments:
Increase in trade and other receivables (1,034) (1,171)
Increase in trade and other payables 67,997 -
Net cash flows used in operating activities (12,929) (16,608)
Financing activities
Loans from the directors 17,500 15,000
Net cash flows from financing activities 17,500 15,000
Net increase/(decrease) in cash and cash equivalents 4,571 (1,608)
Cash and cash equivalents at the beginning of the period 98 10,492
Cash and cash equivalents at the end of the period 4,669 8,884
NOTES TO THE FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Vulcan Two Ltd (the "Company") is a private limited company, incorporated and
domiciled in England, United Kingdom, and registered in England and Wales, its
registered number is 13796416. The registered address of the Company is 201
Temple Chambers, 3-7 Temple Avenue, London, EC4Y 0DT.
2. ACCOUNTING POLICIES
The principal activity of the Company is the acquisition and subsequent
development of companies and assets in the ePharmacy market, initially
focusing on businesses operating substantially in the UK.
(a) Basis of preparation
As permitted under the AIM rules, these financial statements have not been
prepared in accordance with IAS 34 "Interim Financial Reporting" and as such
do not include all the information and disclosures required and should be read
in conjunction with the Company's Historical Financial Information included
Admission Document of the Group ("HFI"), which is available on the Company's
website at vulcantwo.com. Accounting policies applicable to these Interim
Financial Statements are consistent with those applied in the HFI which comply
with International Financial Reporting Standards ("IFRS").
(b) Going concern
The Interim Financial Statements have been prepared on a going concern basis,
which assumes the Company will continue to be able to meet its liabilities as
they fall due for the foreseeable future. The Directors have confirmed that
the Company has the support of its parent, Vulcan Two Group plc, which has
significant cash reserves to pursue its investment strategy and have concluded
that it remains appropriate to use the going concern basis of accounting for
the Interim Financial Statements. As at 30 June 2025, the Company had net
liabilities of £202,460 (31 December 2024: £122,568), which includes a cash
balance of £4,669 (31 December 2024: £98).
(c) New standards and amendments to International Financial Reporting
Standards
IFRS applicable to the Interim Financial Statements of the Company for the six
month period to 30 June 2025 have been applied.
Standards issued but not yet effective:
The following standards are issued but not yet effective. The Company intends
to adopt these standards, if applicable, when they become effective. It is not
expected that these standards will have a material impact on the Company.
Standard Effective date
Amendments IFRS 9 and IFRS 7 regarding the classification and measurement of 1 January 2026
financial instruments*; and
IFRS 18 - Presentation and Disclosure of Financial Statements*; and 1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures. 1 January 2027
*Subject to endorsement by the
EU
3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES
The preparation of the Company's Interim Financial Statements under IFRS
requires the Directors to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the disclosure of contingent
assets and liabilities. Estimates and judgements are continually evaluated and
are based on historical experience and other factors including expectations of
future events that are believed to be reasonable under the circumstances.
Actual results may differ from these estimates.
Significant judgements and estimates
For both the six month period ended 30 June 2025 and the comparative period,
the Directors do not consider that they have made any significant judgements
or judgements which would materially affect the balances and results reported
in these Interim Financial Statements. The estimates and underlying
assumptions are reviewed on an on-going basis. Revisions to accounting
estimates are recognised in the period in which the revision is made.
There are no areas deemed to be subject to critical accounting estimates and
judgements in the period covered by the Interim Financial Statements.
4. EMPLOYEES AND DIRECTORS
The Board considers the Directors of the Company to be the key management
personnel.
During the six months ended 30 June 2025, the Company had two (30 June 2024:
three) serving directors: Michael Kraftman and Brendan O'Brien. The Company
had no employees at the period end (30 June 2024: no employees). The Directors
received no remuneration in the six-month period ended 30 June 2025 (six month
period ended 30 June 2024 : £Nil).
5. ADMINISTRATIVE EXPENSES
Six months ended Six months ended
30 June 30 June
2025 2024
Unaudited Unaudited
£'s £'s
Professional fees 55,550 14,400
IPO related costs 22,983 -
Other expenses 1,359 1,037
79,892 15,437
6. LOSS PER ORDINARY SHARE
Basic loss per share ("EPS") is calculated by dividing the loss attributable
to equity holders of a company by the weighted average number of ordinary
shares in issue during the period. Diluted EPS is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume conversion of
all dilutive potential ordinary shares.
Six months ended
Six months ended 30 June
30 June 2024
2025
Unaudited Unaudited
Loss for the period (79,892) (15,437)
Weighted average number of ordinary shares in issue 900 900
Basic and diluted loss per ordinary share (£'s) (88.77) (17.15)
7. BORROWINGS
As at As at
30 June 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Amounts due in one year:
Loans from related parties (note 9) 140,491 122,991
140,491 122,991
All borrowings are unsecured, do not bear any interest and are repayable on
demand.
8. SHARE CAPITAL
As at As at
30 June
31 December
2025 2024
Unaudited Unaudited
Issued
Ordinary shares of £0.01 par value 900 900
Share capital (£) 9 9
The holders of ordinary shares are entitled to receive dividends as declared
and are entitled to one vote per share at meetings of the Company.
No shares were issued in the six month period ended 30 June 2025, or during
the six month period ended 31 December 2024.
9. RELATED PARTIES
The AIM Rules define a related party as any (i) director of the Company or its
subsidiary, (ii) a substantial shareholder, being any shareholder holding at
least 10% of a share class or (iii) an associate of those parties identified
in (i) or (ii).
Related parties comprise loans from shareholders of the Company:
As at As at
30 June 31 December
2025 2024
Unaudited Unaudited
£'s £'s
Ashley Mealor 23,998 23,998
Brendan O'Brein 36,998 29,998
Michael Kraftman 55,497 44,997
Richard Rust 23,998 23,998
140,491 122,991
10. COMMITMENTS
Michael Kraftman entered into an agreement on 14 May 2021 with Unloq Limited
for the identification of potential acquisition opportunities. This agreement
was novated to the Company on 26 April 2022. The fees for this agreement
include a retainer of £900 per month, and a stepped success fee based on the
consideration payable on a relevant acquisition, calculated in bands of 2% on
the first £10 million of cumulative consideration of all completed
transactions, 1.75% on the next £10 million, 1.5% on the next £10 million
and 1.25% on consideration above £30 million, subject to a minimum of
£20,000 minimum success fee per acquisition.
11. ULTIMATE CONTROLLING PARTY
The ultimate parent undertaking and controlling party is Vulcan Two Group plc,
a company admitted to trading on the AIM market of the London Stock Exchange,
with a registered office address at 201 Temple Chambers, 3-7 Temple Avenue,
London, EC4Y 0DT.
12. POST BALANCE SHEET EVENTS
Incorporation of Vulcan Two Group plc
On 6 August 2025, Vulcan Two Group plc, was incorporated to be the parent
company of Vulcan Two Ltd and have its shares admitted to trading on the AIM
market of the London Stock Exchange.
On incorporation, Michael Kraftman subscribed for 300,000 ordinary shares at
£0.10 each and Brendan O'Brien subscribed for 200,000 ordinary shares at
£0.10 each, with all shares issued at a cash price of £0.10. Both Michael
Kraftman and Brendan O'Brien were appointed Directors of Vulcan Two Group plc
on the date of incorporation.
Debt to Equity swap
On 21 August 2025, Vulcan Two Ltd's outstanding debts of £58,497 to Michael
Kraftman and £38,998 to Brendan O'Brien were converted to ordinary shares in
the Company. No debt was left in respect of these balances.
As a result of the conversion, Michael Kraftman was issued 5,849,700 £0.01
ordinary shares and Brendan O'Brien was issued 3,899,800 £0.01 ordinary
shares in the Company, in full satisfaction of their respective shareholder
loans. Accordingly, the subscription price is £0.01 per share.
The total issued share capital of Vulcan Two Ltd is, therefore, 9,750,400
ordinary shares of £0.01 nominal value following the swap, which was held as
follows:
• Michael Kraftman - 5,850,240 £0.01 shares (60%)
• Brendan O'Brien - 3,900,160 £0.01 shares (40%)
Share for share exchange
On 21 August 2025, following a share purchase agreement, Vulcan Two Group plc
acquired the entire issued share capital of the Company (9,750,400 £0.01
ordinary shares) from the shareholders.
In consideration, Vulcan Two Group plc issued 275,000 £0.10 ordinary shares
to the shareholders, pro rated to their shareholding in the Company.
As a result, the share capital of Vulcan Two Group plc increased to £77,500
(775,000 £0.10 ordinary shares) with Michael Kraftman owning 465,000 £0.10
ordinary shares (60%), and Brendan O'Brien owning 310,000 £0.10 ordinary
shares (40%).
13. AVAILABILITY OF INTERIM REPORT
This interim report will be available on the Company's website at
vulcantwo.com.
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