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

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:

·    The results for our business segment analysis are:

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

Consolidated Statement of Financial Position (unaudited)

As at 30 June 2025

Consolidated Statement of Financial Position (unaudited) - Cont'd

As at 30 June 2025

Consolidated cash flow statement (unaudited)

For the six months ended 30 June 2025

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.