26 June 2025

Spiritus Mundi plc

("Spiritus Mundi" or the "Company")

Interim Results for the six months ended 31 March 2025

Spiritus Mundi plc (LSE: SPMU), the Special Purpose Acquisition Company (SPAC) which is seeking to acquire targets in Europe and Asia in the clinical diagnostics sector, announces its unaudited half-yearly results for the six months ended 31 March 2025 (the "Interim Report").

Chairman's statement

I am pleased to present the Company's unaudited interim results for the six months ended 31 March 2025.

The Company was established to identify and acquire target businesses in the clinical diagnostics space. Since the Company's admission to trading on the Main Market of the London Stock Exchange in July 2022, we evaluated a number of potential opportunities across laboratory diagnostics, testing services, and digital healthcare.

Further to the announcements on 6 March 2023 and 3 February 2025, on 3 June 2025, the Company announced that it had entered into an amended Heads of Terms to acquire the entire issued share capital of Reste Laboratories Pte Ltd ("ResteLab") and Restalyst Pte Ltd ("Restalyst") which will constitute a reverse takeover under the UK Financial Conduct Authority's ("FCA") Listing Rules.

Despite the ongoing volatility in capital markets, we remain committed to our strategy and are actively pursuing the closing of the acquisitions of ResteLab and Restalyst, together with seeking to raise additional funds to facilitate the completion of the acquisitions. This is being done with the support of the Company's creditors, who are predominantly advisers to the Company, which is greatly appreciated.

In addition to the support being received from the Company's advisers, I thank our shareholders for their continued support and patience as we work towards closing these transformational acquisitions. Further updates will be provided as matters progress

Financial review

The Company incurred a loss for the six months ended 31 March 2025 of £333,866. The loss for the period resulted from the on-going administrative expenses required to operate the Company and evaluate potential acquisition opportunities. As at 31 March 2025 the Company held £531 in cash.

There have been no significant events since the end of the reporting period.

Principal Risks and Uncertainties

Details of the principal risks and uncertainties facing the company are disclosed in pages 5 to 7 of the Company's annual report for the year ended 30 September 2024.

The Directors confirm, to the best of their knowledge, that this interim set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Company as a whole and has been prepared in accordance with IAS 34, Interim Financial Reporting, as adopted by the United Kingdom. The interim management report herein includes a fair review of the information required by DTR 4.2.7 and DTR 4.2.8, namely:

-      an indication of important events that have occurred during the first six months and their impact on the financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

-      disclosure of material related party transactions in the first six months and any material changes to related party transactions.

By order of the Board

Zaccheus Peh

Non-Executive Chairman

26 June 2025

For further information please contact:

Interim Statement of Comprehensive Income

Interim Statement of Financial Position

These interim financial statements were approved by the Board of Directors on 26 June 2025.

Zaccheus Peh

Non-Executive Chairman

Interim Statement of Cash Flows

Interim Statement of Changes in Equity

Notes to the Interim Financial Statements

1.    Company Information

Spiritus Mundi plc (the "Company'') is a public company limited by shares, listed on the London Stock Exchange, registered in England and Wales. The Company is domiciled in England and its registered office is 6 Heddon Street, London W1B 4BT, United Kingdom.

The principal activity of the Company is that of identifying and acquiring investment projects.

2.    Summary of significant accounting policies

2.1          Basis of preparation

The principal accounting policies applied in the preparation of this interim financial statements are set out below. These policies have been consistently applied to all the periods presented, unless otherwise stated. The interim financial statements are presented in its functional currency, pounds Sterling ("£"), rounded to the nearest pound.

The interim financial statements for the six months period ended 31 March 2025 have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting, as adopted for use in the United Kingdom. The interim financial statements do not include all the notes of the type normally included in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the financial year ended 30 September 2024 and any public announcements made by Spiritus Mundi plc during the interim reporting period. The Interim Report does not include all the information and disclosures required in the financial statements and should be read in conjunction with the audited financial statements for the financial year ended 30 September 2024.

The interim financial statements have been prepared under the historical cost convention unless otherwise stated. Historical cost is generally based on the fair value of the consideration given in exchange for assets. The preparation of the financial statements in compliance with IAS 34 requires the use of certain critical accounting estimates and management judgements in applying the accounting policies.

The accounting policies and methods of computation adopted in the preparation of the interim financial statements are consistent with those followed in the preparation of the Company's annual financial statements for the financial year ended 30 September 2024.

The Company does not expect any other standards issued by the IASB, but not yet effective, to have a material impact on the Company.

The interim financial statements do not constitute statutory accounts as defined in section 434 of the Companies Act 2006. The financial information for the full year is based on the statutory accounts for the financial year ended 30 September 2024. A copy of the statutory accounts for that year, which were prepared in accordance with International Financial Reporting Standards adopted for use in the United Kingdom ("UK adopted IFRS") and with the Companies Act 2006, as applicable to companies reporting under international accounting standards, have been delivered to the Registrar of Companies. The auditors' report under section 495 of the Companies Act 2006 in relation to those accounts was qualified except for the possible effects of the matter described in the basis for qualified opinion section of their report.

The qualification related to the auditors' inability to obtain sufficient appropriate audit evidence to conclude on the appropriateness of the directors' use of the going concern basis of accounting.

These interim condensed consolidated financial statements have been reviewed, not audited.

2.2          Going concern

The Company's current ongoing operational costs, which do not include additional professional fees that would be required to complete an acquisition, are approximately £416,000 per annum and the cash on hand as at 31 March 2025 was £531.

The Company has net liabilities as at 31 March 2025 which have continued to increase post year end as further expenditure has been incurred. Whilst the current cash resources of the Company are not sufficient to cover the existing liabilities or ongoing operational costs of the Company, the cash expected to be received from the Company's current fund raising activities, and the refund of VAT previously incorrectly charged by vendors, is expected to be sufficient for the Company to continue the acquisition process, with support from its creditors.

The fundraising to be undertaken at the time of the completion of the acquisition is then expected to cover the outstanding liabilities and provide sufficient working capital for the enlarged Company.

Whilst there is no certainty that the fundraising will be a success, the Directors have sufficient confidence that enough funds can be raised to continue to adopt the going concern basis in preparing the Company's financial statements.

Nevertheless, the Directors have considered the above circumstances gives rise to a material uncertainty that casts significant doubt on the Company's ability to continue as a going concern and thus needs to be properly disclosed in the interim financial statements for the period ended 31 March 2025.

The interim financial statements do not include any adjustments that may arise in the event that the Company is unable to complete a successful acquisition including raising adequate funds to facilitate this.

3.            Critical accounting judgements and key sources of estimation uncertainty

In the process of applying the Company's accounting policies, the Directors make estimates and assumptions that have an effect on the amounts recognised in the interim financial information. Although these estimates are based on the Directors' best knowledge of the current events and actions, actual results may ultimately differ from those estimates.

The significant judgements made by the Directors in applying the Company's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements.

4.            Loss before income tax

The breakdown by nature of administrative expenses is as follows:

5.            Loss per share

The loss per share has been calculated using the loss for the financial year/periods and the weighted average number of ordinary shares entitled to dividend rights which were outstanding during the financial year/periods, as follows:

For the financial year/periods, basic loss per share and diluted loss per share are the same due to effect of warrants and options being non-dilutive in light of the loss per share.

6.            Share capital and share premium

*Net against share issuance costs of £40,469.

Each Ordinary Share (including Subscription Shares) ranks pari passu for voting rights, dividends and return of capital upon winding up of the Company.

All Ordinary Shares are freely transferable and there are no restrictions on transfer, except for all shares held by Directors including any shares exercised under Directors Warrants and Options, which are subjected to a 12 month lock-in period from date of admission and followed by a subsequent 12 month period where they shall only be entitled to sell shares in such a manner that would not create a disorderly market in the share.

As at 30 September 2024 and 31 March 2025, there were 20,886,000 warrants and 3,000,000 options unissued ordinary shares exercisable. In addition, subject to a successful RTO or an acquisition taking place, another 10,000,000 warrants will be issued. 

For the six months ended 31 March 2025, no warrant or option has been issued or exercised or lapsed, except for £10,994 received from Zaccheus Peh on 21 October 2024 in anticipation of the exercise of Founder's Warrant upon the lifting of suspension in the trading of the Company shares

7.            Financial instruments by category

Financial assets

Financial assets measured at amortised cost comprise the following:

Financial liabilities

Financial liabilities measured at amortised cost comprise the following:

The Company's major financial instruments include bank balances and amounts payables to suppliers. The risks associated with these financial instruments, and the policies on how to mitigate these risks are set out below. Risk management is carried out by Board of Directors. The Company uses financial instruments to provide flexibility regarding its working capital requirements and to enable it to manage specific financial risk to which it is exposed.

Liquidity risk

Liquidity risk arises from the Company's management of working capital.

The Company regularly reviews its major funding positions to ensure that it has adequate financial resources in meeting its financial obligations. The Directors have considered the liquidity risk as part of their going concern assessment. Controls over expenditure are carefully managed in order to maintain its cash reserves whilst it targets a suitable transaction. 

The Company's financial liabilities as shown above have contractual maturities within 6 months from the date of the interim financial statements.

Credit risk

The Company's credit risk is wholly attributable to its cash balance. The credit risk from its cash and cash equivalents is limited because the counter parties are banks with high credit ratings and have not experienced any losses in such accounts.

Interest risk

The Company's exposure to interest rate risk is the interest received on the cash held, which is immaterial.

Currency risk

The Company is exposed to minimal currency risk at present.

Capital risk management

The Company's capital structure consists mainly of equity share capital and the share premium. The Company's objectives when managing capital is to safeguard the Company's ability to continue as a going concern, in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure. The Company has no borrowings and does not pay dividends. In order to maintain or adjust the capital structure, the Company may return capital to shareholders or issue new shares. Following an acquisition, the Company may also pay dividends to shareholders.

8.            Related party transactions

The following transactions with related parties took place at terms agreed between the parties during the financial year/periods:

*Prior period comparative numbers have been restated to reflect the amount without VAT as the Company is outside the scope of VAT and credit notes have been issued by the supplier.

For the financial period ended 31 March 2024, 31 March 2025 and the financial year ended 30 September 2024, advisory fees were paid to IFC Advisory Limited whilst Timothy Metcalfe, a director of IFC Advisory Limited, was appointed as a director of the Company from 1 April 2023.

On 21 October 2024, an amount of £10,994 was received from Zaccheus Peh in anticipation of the exercise of Founder's Warrant upon the lifting of suspension in the trading of the Company shares. On 17 February 2025, an advance to the Company of £1,694 was received from Zacheus Peh.

9.            Subsequent events

There have been no significant events since the end of the reporting period that would have a material impact on the interim financial statements.