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S-Ventures Plc
Interim / Quarterly Report • Sep 30, 2025
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Interim / Quarterly Report
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National Storage Mechanism | Additional information 
RNS Number : 4636B
S-Ventures PLC
30 September 2025
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
| Six months ended 30 June 2025 £m |
Six months ended 30 June 2024 £m |
12 months to 31 December 2024 £m |
|
| Gross Revenues | 6.7 | 8.0 | 15.2 |
| EBITDA | 1.9 | 0.8 | 0.7 |
| Profit (Loss) from continuing operations | 0.4 | (0.5) | (2.2) |
| Cash | 0.2 | 0.7 | 0.3 |
| Basic Earnings per Share (in pence per share) | 0.31p | (0.39p) | (1.69p) |
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:
| 6 months to 30 June 2025 £m |
6 months to 30 June 2024 £m |
12 months to 31 December 2024 £m |
|
| Gross Sales | 6.7 | 8.0 | 15.1 |
| Trade discounts, listing fees etc | (1.5) | (0.8) | (1.2) |
| Net Sales | 5.2 | 7.2 | 13.9 |
· The results for our business segment analysis are:
| Plant Based Nutrition £'000 |
Bakery £'000 |
Technical Services £'000 |
Admin-istration £'000 |
Total £'000 |
|
| Net Sales Revenues | 1,293 | 3,099 | 771 | - | 5,163 |
| Operating Profit / (Loss) before Tax | (100) | 118 | (30) | 495 | 483 |
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
| Six months ended 30 June 2025 | Six months ended 30 June 2024 | 12 months to 31 December 2024 | |
| £'000 | £'000 | £'000 | |
| Gross Revenue | 6,744 | 7,976 | 15,159 |
| Less Trade discounts and Listing costs | (1,581) | (776) | (1,239) |
| Net Sales Revenues | 5,163 | 7,200 | 13,920 |
| Cost of Sales | (2,539) | (3,220) | (5,917) |
| Gross profit | 2,624 | 3,980 | 8,003 |
| Other operating income | - | - | 10 |
| Loss (Gain) on disposal | 1,599 | 27 | 27 |
| Administrative expenses | (2,321) | (3,165) | (7,301) |
| (722) | (3,138) | (7,264) | |
| EBITDA | 1,902 | 842 | 739 |
| Depreciation and amortisation | (532) | (715) | (1,401) |
| Finance costs | (874) | (645) | (1,287) |
| Finance income | 1 | 3 | 7 |
| Exceptional costs | (13) | - | - |
| (1,419 | (1,357) | (2,681) | |
| Loss before taxation | 483 | (515) | (1,942 |
| Income tax | (71) | - | (258) |
| Profit (Loss) | 412 | (515) | (2,200) |
| Loss after tax for discontinued operations | (40) | ||
| Total comprehensive profit (loss) | 412 | (515) | (2,240) |
Consolidated Statement of Financial Position (unaudited)
As at 30 June 2025
| As at 30 June 2025 |
As at 30 June 2024 |
As at 31 December 2024 | |||
| £'000 | £'000 | £'000 | |||
| ASSETS | |||||
| Non-current | |||||
| Goodwill | - | 3,462 | 3,643 | ||
| Owned: | |||||
| - Intangible assets | - | 7,204 | 6,570 | ||
| - Property, Plant & Equipment | 14 | 1,405 | 2,387 | ||
| Right of Use: | |||||
| - Property, Plant & Equipment | - | 1,523 | 943 | ||
| Investments | 3,530 | 30 | 31 | ||
| Total non-current assets | 3,544 | 13,624 | 13,574 | ||
| Current assets | |||||
| Inventories | - | 1,272 | 1,098 | ||
| Trade and other receivables | 603 | 2,619 | 2,808 | ||
| Cash and cash equivalents | 156 | 679 | 252 | ||
| Total current assets | 759 | 4,570 | 4,158 | ||
| Assets from discontinued operations | - | - | 20 | ||
| TOTAL ASSETS | 4,303 | 18,194 | 17,752 | ||
| EQUITY | |||||
| SHAREHOLDERS' Equity | |||||
| Called Up Share capital | 132 | 132 | 132 | ||
| Share premium | 14,708 | 14,708 | 14,708 | ||
| Share based payment reserve | - | 8 | 8 | ||
| Contingent equity settled consideration for investment | - | 112 | 112 | ||
| Retained earnings | (11,524) | (11,654) | (13,060) | ||
| 3,316 | 3,306 | 1,900 | |||
| Non controlling interests | - | (41) | (77) | ||
| TOTAL EQUITY | 3,316 | 3,265 | 1,823 | ||
Consolidated Statement of Financial Position (unaudited) - Cont'd
As at 30 June 2025
| As at 30 June 2025 |
As at 30 June 2024 |
As at 31 December 2024 | |||
| LIABILITIES | |||||
| Current Liabilities | |||||
| Trade and other payables | 987 | 3,456 | 5,016 | ||
| Financial Liabilities: - Borrowings | |||||
| -Interest bearing loans and borrowings | - | 2,724 | 6,479 | ||
| Lease liability | - | 1,811 | 159 | ||
| 987 | 7,991 | 11,654 | |||
| Non-current Liabilities | |||||
| Provision | - | 440 | 564 | ||
| Lease liability | - | - | 823 | ||
| -Interest bearing loans and borrowings | - | 6,498 | 2,694 | ||
| - | 6,938 | 4,081 | |||
| TOTAL LIABILITIES | 987 | 14,929 | 15,735 | ||
| NET EQUITY AND LIABILITIES | 4,303 | 18,194 | 17,752 |
Consolidated cash flow statement (unaudited)
For the six months ended 30 June 2025
| Six months ended 30 June 2025 |
Six months ended 30 June 2024 |
12 months to 31 December 2024 | |
| Cash flow from operating activities | |||
| Profit (Loss) for the period | 292 | (515) | (2,240) |
| Finance costs | 57 | 645 | 1,286 |
| Finance income | - | (2) | (7) |
| Profit on disposal of fixed assets | - | (47) | (27) |
| Depreciation and Amortisation | 3 | 715 | 1,401 |
| Interest paid | (57) | (339) | (577) |
| Lease interest paid | - | (39) | - |
| Changes in Working Capital | |||
| Decrease/(Increase) in inventory | - | 585 | 758 |
| Decrease/(Increase) in trade and other receivables | (104) | (689) | 114 |
| (Decrease)/Increase in trade and other payables | (230) | (960) | (370) |
| Net cash flow from operating activities | (39) | (646) | 338 |
| Cash flow from investing activities | |||
| Cash received on sale of subsidiaries | 420 | - | - |
| Cash and cash equivalents of subsidiaries sold | (255) | - | - |
| Purchase of tangible fixed assets | - | (47) | (1,007) |
| Net cash flow from investing activities | 165 | (47) | (1,007) |
| Cash flow from financing activities | |||
| Proceeds from borrowings | 50 | 1,091 | 771 |
| Repayment of borrowings | (25) | (21) | - |
| Repayment of lease liabilities | - | (9) | (230) |
| Introduced/Withdrawn by directors | - | - | 75 |
| Net cash flow from financing activities | 25 | 1,061 | 616 |
| Net increase/(decrease) in cash and cash equivalents | 151 | 368 | (53) |
| Cash and cash equivalents at start of period | 5 | 305 | 305 |
| Cash and cash equivalents at end of period | 156 | 673 | 252 |
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.
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