t
Disseminated via PRN on 30 January 2026
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:
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 :
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:
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:
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 |
|
|
|
|
- |
|
7,568 |
|
7,568 |
|
|
|
|
|
|
|
|
|
|
|
|
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 FVTPL |
|
|
13,150,537 |
|
13,150,537 |
|
5,400,537 |
|
Tangible fixed asset |
|
|
- |
|
- |
|
86 |
|
|
|
|
13,150,537 |
|
13,150,537 |
|
5,400,623 |
|
CURRENT ASSETS |
|
|
|
|
|
|
|
|
Trade and other receivables |
|
|
8,159 |
|
21,403 |
|
46,600 |
|
Investments at FVTPL |
|
|
12,167 |
|
12,833 |
|
23,833 |
|
Financial assets at FVTPL |
|
|
- |
|
- |
|
7,750,000 |
|
Cash and cash equivalents |
|
|
1,110 |
|
58,111 |
|
11,651 |
|
|
|
|
21,436 |
|
92,347 |
|
7,832,084 |
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS |
|
|
13,171,973 |
|
13,242,884 |
|
13,232,707 |
|
|
|
|
|
|
|
|
|
|
EQUITY |
|
|
|
|
|
|
|
|
Called up share capital |
4 |
|
1,602,121 |
|
1,589,342 |
|
1,538,754 |
|
Share premium |
4 |
|
11,627,112 |
|
11,591,211 |
|
11,480,839 |
|
Other reserves |
|
|
497,564 |
|
497,564 |
|
608,782 |
|
Retained earnings |
4 |
|
(7,290,246) |
|
(6,903,719) |
|
(6,613,071) |
|
TOTAL EQUITY |
|
|
6,436,551 |
|
6,774,398 |
|
7,015,304 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
|
|
NON-CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Financial liabilities - borrowings |
|
|
|
|
|
|
|
|
Interest bearing loans and interest |
|
|
6,670,477 |
|
6,406,125 |
|
6,149,844 |
|
|
|
|
6,670,477 |
|
6,406,125 |
|
6,149,844 |
|
CURRENT LIABILITIES |
|
|
|
|
|
|
|
|
Trade and other payables |
|
|
64,945 |
|
62,361 |
|
67,559 |
|
|
|
|
64,945 |
|
62,361 |
|
67,559 |
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES |
|
|
6,735,422 |
|
6,468,486 |
|
6,217,403 |
|
|
|
|
|
|
|
|
|
|
TOTAL EQUITY AND LIABILITIES |
|
|
13,171,973 |
|
13,242,884 |
|
13,232,707 |
|
|
|
|
|
|
|
|
|
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 |
|
- |
|
344 |
|
258 |
|
Loss on revaluation of fixed assets |
|
666 |
|
29,000 |
|
18,000 |
|
Finance costs |
|
264,352 |
|
491,664 |
|
235,383 |
|
Finance income |
|
- |
|
(7,568) |
|
(7,568) |
|
(Increase)/decrease in trade and other receivables |
|
13,243 |
|
66,533 |
|
41,335 |
|
Increase/(decrease) in trade and other payables |
|
2,585 |
|
19,952 |
|
25,151 |
|
Net cash used in operating activities |
|
(105,681) |
|
(181,144) |
|
(66,644) |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES |
|
|
|
|
|
|
|
Redemption of convertible loan notes |
- |
|
29,260 |
|
29,260 |
|
|
Net cash used in investing activities |
|
- |
|
29,260 |
|
29,260 |
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES |
|
|
|
|
|
|
|
Proceeds from the issue of ordinary shares |
|
48,680 |
|
160,960 |
|
- |
|
Net cash generated from financing activities |
48,680 |
|
160,960 |
|
- |
|
|
|
|
|
|
|
|
|
|
Net decrease in cash and equivalents |
(57,001) |
|
9,076 |
|
(37,384) |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
58,111 |
|
49,035 |
|
49,035 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
1,110 |
|
58,111 |
|
11,651 |
STATE M ENT OF CHANGES IN E QUITY
|
|
|
Share capital |
|
Share premium |
|
Other reserves |
Retained earnings |
|
Total Equity |
|
|
|
£ |
|
£ |
|
£ |
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
Balance as at 1 May 2024 |
|
1,538,754 |
|
11,480,839 |
|
608,782 |
(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 2024 |
|
1,538,754 |
|
11,480,839 |
|
608,782 |
(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) |
|
50,588 |
|
110,372 |
|
- |
- |
|
160,960 |
|
Share options/warrants lapsed |
|
- |
|
- |
|
(111,218) |
111,218 |
|
(111,218) |
|
Balance as at 30 April 2025 |
|
1,589,342 |
|
11,591,211 |
|
497,564 |
(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) |
|
12,779 |
|
35,901 |
|
- |
- |
|
48,680 |
|
Balance as at 31 October 2025 |
|
1,602,121 |
|
11,627,112 |
|
497,564 |
(7,290,246) |
|
6,436,551 |
NOTES TO THE CONDENSED INTERIM FINANCIA L STATE M ENTS
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.
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.
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.) |
435,438,348 |
420,131,986 |
418,014,017 |
|
|
Effect of dilutive securities – options and warrants |
- |
- |
- |
|
|
|
435,438,348 |
420,131,986 |
418,014,017 |
|
|
|
||||
|
Basic Earnings per share (£) |
(0.001) |
(0.002) |
(0.009) |
|
|
|
|
|
|
|
|
Diluted Earnings per share (£) |
(0.001) |
(0.002) |
(0.009) |
|
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 April 2025 (audited) |
|
At 31 October 2024 (unaudited) |
|
|
No. |
|
No. |
|
No. |
|
Ordinary shares of £0.0025 |
438,160,740 |
|
433,049,311 |
|
418,014,017 |
|
Deferred shares of £0.2475 |
2,047,350 |
|
2,047,350 |
|
2,047,350 |
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.
