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

The Company's activities derive from continuing operations

STATEMENT OF FINANCIAL POSITION

STATEMENT OF CHANGES IN EQUITY

STATEMENT OF CASH FLOWS

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.

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

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.

7.    BORROWINGS

All borrowings are unsecured, do not bear any interest and are repayable on demand.

8.    SHARE CAPITAL

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:

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.