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    Interim Results to 31 October 2025

    Picture of WeCap logoWeCap
    30/01/2026 07:00
    30 January 2026

 

WeCap plc

 

 
                                                    

AQSE: WCAP

 

(“WeCap” or the “Company”)

 

 

UNAU
D
ITE
D

INTERIM

RESUL
T
S

FOR

THE

SIX

MONTHS
 E
N
D
ED
31 OCTOBER 2025

 

 

 

CHAIRMAN’S STATEMENT

I am pleased to present the interim results for WeCap plc (AQSE: WCAP) for the period from 1 May 2025 to 31 October 2025.

Holdings

WeShop Holdings Limited

WeCap’s primary investment is in WeShop Holdings Limited (“WeShop”).

WeShop is a pioneering social-commerce platform that is transforming retail through community ownership. Designed to merge shopping, sharing and investing, WeShop rewards users with equity for their engagement through its proprietary ShareBack™ programme. This enables users to earn ownership in the company through everyday purchases and by referring friends who shop via the platform.

With partnerships spanning hundreds of leading retailers and access to over a billion products, WeShop empowers users to earn shares while discovering and sharing products they love. By combining e-commerce, social interaction and user ownership, WeShop is leading a global retail revolution where participation translates directly into ownership.

Listing on Nasdaq

Post period end, WeShop announced on 14 November 2025 that its Class A ordinary shares commenced trading on the Nasdaq Capital Market under the ticker symbol “WSHP”. This represents a significant milestone for WeShop, and the Board congratulates the WeShop team and its advisers on this achievement.

WeCap’s holding in WeShop

WeCap’s total investment in WeShop, both direct and indirect, represents 11.8% of WeShop’s Class A shares, comprised of:

806,022 Class A shares

held directly; and

489,583 Class A shares

held indirectly via WeCap’s

23.5% interest

in Community Social Investments Limited (“CSIL”), whose sole asset is 2,083,333 WeShop shares.

Lock-up of WeShop shares

 

As disclosed in the WeShop prospectus¹, no shareholder holding ordinary shares prior to the WeShop listing date of 14 November 2025 (“Listing Date”) may charge, pledge, encumber or otherwise dispose of any of their ordinary shares for a period of

365 days from the Listing Date.

 

Accordingly, WeCap is not permitted to dispose of its WeShop shares until after the expiry of the lock-up period on 15 November 2026.

 

Following the expiry of the lock-up, the Company intends to consider either
:

an in-specie distribution

of the WeShop shares to WeCap shareholders; or

the sale of the WeShop shares

with proceeds distributed to shareholders.

Any such action will be subject to detailed legal and tax advice closer to the end of the lock-up period, particularly given the shares are US-listed securities and potentially material in value relative to each WeCap share.

¹

https://www.sec.gov/Archives/edgar/data/2048271/000149315225024312/form424b4.htm

 

 

Discounted Capital Bond (“DCB”)

 

The Company’s principal liability remains the Discounted Capital Bond, which has been in place since August 2020. At its maturity on 24 May 2026, the DCB is expected to amount to £6,965,000.

Due to the lock-up on the WeShop shares, the Company will not be in a position to repay the DCB at maturity. Accordingly, the Board is actively considering alternative options to address this liability.

The Company recognises the significance of the DCB and believes that resolving this liability is key to unlocking value for WeCap shareholders. The Board’s current priority is to engage constructively with the DCB holder to identify a solution that maximises shareholder value.

 

Community Social Investments Limited (“CSIL”)

 

WeCap’s indirect holding in WeShop is via its 23.5% stake in CSIL, whose sole asset is 2,083,333 WeShop Class A shares.

The principal shareholders in CSIL are WeCap and the Future Fund. The Company is in discussions with the Future Fund, other CSIL shareholders and WeShop regarding the most efficient method of distributing the WeShop shares held by CSIL to its shareholders. This process requires detailed legal and tax analysis.

Should CSIL proceed with an in-specie distribution of its WeShop shares, WeCap would then hold, together with its existing direct holding, a total of 1,295,605 WeShop shares, representing 11.8% of WeShop’s Class A shares, held directly.

 

Bio2pure

 

Bio2pure has developed proprietary technology to clean polluted waterways, with a particular focus on developing countries. Bio2Pure established an Indian subsidiary in 2022 to address significant interest across the Indian subcontinent. Revenues from its UK business is almost breakeven.

However, further investment is required to continue to support the expansion into Southeast Asia. WeCap currently owns 10% of the issued share capital of Bio2pure, and the directors continue to carry this investment as nil value in the Company’s accounts.

 

 

Subscription

 

Post period end, on 13 November 2025, the Company announced that it had raised £100,000 before expenses through a subscription for an aggregate of 4,166,667 new ordinary shares of 0.25p each at a price of 2.4 pence per share.

The Subscription Shares were allotted to a combination of new and existing sophisticated investors.

 

 

Financial Review

 

For the six months ended 31 October 2025, the Company recorded a loss of £386,527 (2024: loss of £379,203). This includes:

administrative costs of £121,509 (2024: £133,388);

revenue of £nil (2024: £nil);

finance income of £nil (2024: £7,568); and

finance costs of £264,352 (2024: £235,383), primarily relating to accrued interest on the Discounted Capital Bond.

 

As at 31 October 2025, the Company had cash reserves of £1,110 (2024: £11,651). These have since been strengthened by the Subscription completed post period end.

 

The interim financial information for the period ended 31 October 2025 has not been audited or reviewed by the Company’s auditor, Edwards Veeder (UK) Limited.

 

Outlook

 

Looking ahead, the Board remains focused on maximising value from the Company’s substantial holding in WeShop following its successful Nasdaq listing. While the lock-up period restricts any disposal of WeShop shares until November 2026, the Board believes this investment represents a significant long-term opportunity. In parallel, the Company is actively engaging with stakeholders to determine the most effective route for distributing value to shareholders once the lock-up expires, whether through an in-specie distribution or a realisation for cash, subject to appropriate legal and tax considerations.

In the nearer term, the Board’s priority is to address the Discounted Capital Bond liability in a manner that unlocks the greatest possible value for shareholders. Constructive discussions with the DCB holder and other relevant parties are ongoing.

We are grateful for the support of our shareholders and stakeholders, and we look forward to keeping you updated on upcoming milestones.

 

Tom Richardson

Non-Executive Chairman

30 January 2026

 

 

The Directors of the Company accept responsibility for the content of this announcement.

 

Enquiries:

 

Company:

info@wecapplc.com

 

Corporate Advisor:

AlbR Capital Limited

+ 44 (0) 20 7469 0930 (Direct)

 

Corporate Broker:

Tennyson Securities Limited

Peter Krens: +44 (0) 20 7186 9033 (Direct)

 

 

 

 

STATE
M
ENT

OF

CO
MP
REHENSIVE

INCO
M
E


    Six months to
    31 October
    2025    		Year to 30 April
    2025    		Six months to 31 October
    2024
    Note(unaudited)(audited)(unaudited)
    £££
    CONTINUING OPERATIONS
    REVENUE---
    Administrative expenses(121,509)(267,973)(133,388)
    Loss on revaluation of investments(666)(29,000)(18,000)
    OPERATING LOSS(122,175)(296,973)(151,388)
    Finance income-7,5687,568
    Finance costs(264,352)(491,664)(235,383)
    LOSS BEFORE TAXATION(386,527)(781,069)(379,203)
    Taxation---
    LOSS FOR THE FINANCIAL PERIOD(386,527)(781,069)(379,203)
    Other Comprehensive Income---
    TOTAL COMPREHENSIVE LOSS FOR THE PERIOD(386,527)(781,069)(379,203)
    Earnings per share
    Basic and Diluted EPS (£)3(0.001)(0.002)(0.009)
    

 

 

STATE
M
ENT

OF

FINANCIAL

P
OSITION

 


    As at 31
    October
    2025    		As at
    30 April
    2025    		As at 31 October
    2024
    Note(unaudited)(audited)(unaudited)
    £££
    ASSETS
    NON-CURRENT ASSETS
    Investments at FVTPL13,150,53713,150,5375,400,537
    Tangible fixed asset--86
    13,150,53713,150,5375,400,623
    CURRENT ASSETS
    Trade and other receivables8,15921,40346,600
    Investments at FVTPL12,16712,83323,833
    Financial assets at FVTPL--7,750,000
    Cash and cash equivalents1,11058,11111,651
    21,43692,3477,832,084
    TOTAL ASSETS13,171,97313,242,88413,232,707
    EQUITY
    Called up share capital41,602,1211,589,3421,538,754
    Share premium411,627,11211,591,21111,480,839
    Other reserves497,564497,564608,782
    Retained earnings4(7,290,246)(6,903,719)(6,613,071)
    TOTAL EQUITY6,436,5516,774,3987,015,304
    LIABILITIES
    NON-CURRENT LIABILITIES
    Financial liabilities - borrowings
    Interest bearing loans and interest6,670,4776,406,1256,149,844
    6,670,4776,406,1256,149,844
    CURRENT LIABILITIES
    Trade and other payables64,94562,36167,559
    64,94562,36167,559
    TOTAL LIABILITIES6,735,4226,468,4866,217,403
    TOTAL EQUITY AND LIABILITIES13,171,97313,242,88413,232,707
    

 

 

STATEMENT OF CASHFLOWS

 


    Six months to
    31 October
    2025    		Year ended 30 April
    2025    		Six months to
    31 October
    2024
    (unaudited)(audited)(unaudited)
    £££
    CASH FLOWS FROM OPERATING ACTIVITIES
    Loss for the year(386,527)(781,069)(379,203)
    Adjustments for:
    Depreciation-344258
    Loss on revaluation of fixed assets66629,00018,000
    Finance costs264,352491,664235,383
    Finance income-(7,568)(7,568)
    (Increase)/decrease in trade and other receivables13,24366,53341,335
    Increase/(decrease) in trade and other payables2,58519,95225,151
    Net cash used in operating activities(105,681)(181,144)(66,644)
    CASH FLOWS FROM INVESTING ACTIVITIES
    Redemption of convertible loan notes-29,26029,260
    Net cash used in investing activities-29,26029,260
    CASH FLOWS FROM FINANCING ACTIVITIES
    Proceeds from the issue of ordinary shares48,680160,960-
    Net cash generated from financing activities48,680160,960-
    Net decrease in cash and equivalents(57,001)9,076(37,384)
    Cash and cash equivalents at beginning of period58,11149,03549,035
    Cash and cash equivalents at end of period1,11058,11111,651
    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

STATE
M
ENT

OF

CHANGES

IN

E
QUITY


    Share capitalShare premiumOther reservesRetained
    earnings    		Total
    Equity
    £££££
    Balance as at 1 May 20241,538,75411,480,839608,782(6,233,868)7,394,507
    Loss for the period---(379,203)(379,203)
    Total comprehensive loss for the period---(379,203)(379,203)
    Issue of share capital (net of issue costs)-----
    Balance as at 31 October 20241,538,75411,480,839608,782(6,613,071)7,015,304
    Loss for the period---(401,866)(401,866)
    Total comprehensive loss for the period---(401,866)(401,866)
    Issue of share capital (net of issue costs)50,588110,372--160,960
    Share options/warrants lapsed--(111,218)111,218(111,218)
    Balance as at 30 April 20251,589,34211,591,211497,564(6,903,719)6,774,398
    Loss in the period---(386,527)(386,527)
    Total comprehensive loss for the period---(386,527)(386,527)
    Issue of share capital (net of issue costs)12,77935,901--48,680
    Balance as at 31 October 20251,602,12111,627,112497,564(7,290,246)6,436,551
    

 

 

NOTES

TO
 THE CONDENSED
INTERIM

FINANCIA
L
STATE
M
ENTS

 

GENERAL INFORMATION

The principal activity of the Company is to establish strategic and portfolio investment opportunities in Social Commerce, Life Sciences and Natural Resources.

 

WeCap plc is a public limited company incorporated in England and Wales under the Companies Act (registered number 07603259). The Company is domiciled in the United Kingdom and its registered address is 25 Eccelston Place, London SW1W 9NF.

BASIS OF PREPARATION

These condensed interim financial statements for the period ended 31 October 2025 have been prepared in accordance with the Aquis rules for Companies.
 
As permitted, the Company has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing this interim financial information. The condensed interim financial statements should be read in conjunction with the annual financial statements for the year ended 30 April 2025, which have been prepared in accordance with UK-adopted International Accounting Standards.

The interim financial information set out above does not constitute statutory accounts as defined by Section 434 of the Companies Act 2006.
 
It has been prepared on a going concern basis in accordance with the recognition and measurement criteria of the UK-adopted International Accounting Standards.
 
Statutory financial statements for the year ended 30 April 2025 were approved by the Board of Directors on 30 October 2025 and delivered to the Registrar of Companies. The report of the independent auditor on those financial statements was qualified.

 

 

 

 

 

 

 

 

EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

 

Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.

 

 

 


    Six months to
    31 Oct 2025    		Year ended
    30 April 2025    		Six months to 31 Oct 2024
    Earnings (£)I(386,527)(781,069)(379,203)
    Weighted average number of shares (No.)435,438,348420,131,986418,014,017
    Effect of dilutive securities – options and warrants---
    435,438,348420,131,986418,014,017
    Basic Earnings per share (£)(0.001)(0.002)(0.009)
    Diluted Earnings per share (£)(0.001)(0.002)(0.009)
    

 

 

 

 

CALLED UP SHARE CAPITAL

As at the end of the reporting period the issued share capital in the Company was as follows:

 


    At 31 October 2025
    (unaudited)    		At 30 April2025
    (audited)    		At 31 October 2024
    (unaudited)
    No.No.No.
    Ordinary shares of £0.0025438,160,740433,049,311418,014,017
    Deferred shares of £0.24752,047,3502,047,3502,047,350
    

 

Equity comprises the following:

Share capital:
 
represents amounts subscribed for shares at nominal value

Share premium: represents amounts subscribed for share capital, net of issue costs, in excess of nominal value.

Retained earnings: represents the accumulated profits and losses attributable to equity shareholders.

Other reserves represents amounts attributable to share based payments with the fair value of these payments being measured at grant date and charged to the income statement. The corresponding entry is credited to other reserves.

 

 

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