WeCap Plc — Interim / Quarterly Report 2025

Jan 30, 2026

National Storage Mechanism | Additional information

30 January 2026

WeCap plc

AQSE: WCAP

(“WeCap” or the “Company”)

UNAUDITED INTERIM RESULTS FOR THE SIX MONTHS ENDED 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:

• 806,022 Class A shares held directly; and
• 489,583 Class A shares held indirectly via WeCap’s 23.5% interest in Community Social Investments Limited (“CSIL”), whose sole asset is 2,083,333 WeShop shares.

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:

• an in-specie distribution of the WeShop shares to WeCap shareholders; or
• the sale of the WeShop shares with proceeds distributed to shareholders.

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.

¹https://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:

• administrative costs of £121,509 (2024: £133,388);
• revenue of £nil (2024: £nil);
• finance income of £nil (2024: £7,568); and
• finance costs of £264,352 (2024: £235,383), primarily relating to accrued interest on the Discounted Capital Bond.

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:

[email protected]

Corporate Advisor:

AlbR Capital Limited

+ 44 (0) 20 7469 0930 (Direct)

Corporate Broker:

Tennyson Securities Limited

Peter Krens: +44 (0) 20 7186 9033 (Direct)

STATEMENT OF COMPREHENSIVE INCOME

					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)

STATEMENT OF FINANCIAL POSITION

			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

STATEMENT OF CHANGES IN EQUITY

		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 FINANCIAL STATEMENTS

1. GENERAL INFORMATION

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.

1. BASIS OF PREPARATION

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.

1. EARNINGS PER SHARE

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)

1. CALLED UP SHARE CAPITAL

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.

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