WeCap Plc - Audited Final Results for the Year Ended 30 April 2025

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY WECAP PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

WeCap plc

AQSE: WCAP

(“WeCap” or the “Company”)

AUDITED FINAL RESULTS FOR THE YEAR ENDED 30 APRIL 2025

CHAIRMAN’S STATEMENT

I am pleased to present the year end results for the Company for the year ended 30 April 2025. 

Holdings

WeShop Holdings Limited

WeCap’s primary holding relates to WeShop Holdings Limited (“WeShop”).

WeShop is a shoppable social network allowing users to shop from hundreds of popular retailers whilst also allowing its community to recommend products and services to each other whilst receiving ShareBack® – a unique, dynamic and disruptive loyalty reward where users ultimately receive actual shares in the WeShop company.

Most importantly, WeShop pioneers the belief of share democratisation delivered through its revolutionary ShareBack® mechanism. ShareBack® means the people using the platform ultimately earn shares in the company with each purchase or introduction of a new member to the community.

Listing Process

WeShop is in the process of a proposed direct listing of its ordinary shares on the Nasdaq Capital Market. WeCap has made the following announcements in relation to its listing process:

• On 19 November 2024, WeShop confirmed that as part of its listing process on a recognised stock exchange, its audited accounts for the 12-month periods ending 31 December 2022 and 31 December 2023 have been signed off by their US auditor which is Public Company Accounting Oversight Board ("PCAOB") compliant. The PCAOB regulates the audits of public companies in order to promote investor protection and further the public interest in the preparation of informative, accurate and independent audit reports.
• On 24 December 2024, WeShop confirmed it had submitted a draft "Registration Statement" on Form "F-1" to the Securities and Exchange Commission (the "SEC") relating to the proposed direct listing of its ordinary shares. The direct listing is expected to take place after the SEC completes its review process, subject to market and other conditions.

In addition to the filing of the SEC Form F-1, WeShop reported as follows on 24 December 2024:

• WeShop has now partnered with over 1,500 retailers across North America including Walgreens, Walmart, Macy's, Sam's Club, Best Buy, Levi's and Kohl's.
• WeShop recently reported Gross Merchandise Sales of over £100,000,000 in the proof of concept in the United Kingdom.
• Multi-territory platform in final stages of testing with quality assurance.
• System security penetration tests have been successfully completed by an independent company.

Post period end, on 16 September 2025, WeShop announced that it had publicly filed a registration statement on a Form F-1 with the SEC relating to the proposed direct listing of its ordinary shares on the Nasdaq Capital Market. The listing is expected to take place after the SEC completes its ongoing review process and the Registration Statement is declared effective, subject to market and other conditions.

WeCap holding in WeShop

On 25 November 2024, WeCap announced that it had converted all Convertible Loan Notes (“CLNs”) it held in WeShop into 3,208,333 new ordinary shares. Having made a small equity investment in the prior year, the Company now held 3,224,090 ordinary shares in WeShop.  On 15 September 2025, the Board of Directors of WeShop approved a 1-for-4 reverse stock split of its issued share capital (the “Consolidation”) in preparation for WeShop’s proposed listing on NASDAQ. Pursuant to the Consolidation on 22 October 2025, every four Class A ordinary shares in issue will be consolidated into one Class A ordinary share, with any fractional entitlements rounded down to the nearest whole share. As a result of the Consolidation, pre-consolidation issued shares of 43,141,029 were consolidated to 10,785,224 post-consolidation issued shares. The WeCap equity interest of 806,022 consolidated shares therefore represents approximately 7.47% of the WeShop issued share capital.

In addition, WeCap has a 23.5% equity shareholding in Community Social Investments Limited (“CSIL”) whose sole asset is 2,083,333 consolidated shares in WeShop. Should CSIL make a distribution in specie of its WeShop shares to CSIL’s shareholders, the Directors believe that WeCap would receive up to a further 489,583 consolidated ordinary shares in WeShop, increasing WeCap’s equity interest in WeShop to a total of 1,295,605 consolidated ordinary shares representing approximately 12.01% of WeShop’s issued share capital.

Discounted Capital Bond

On 27 August 2020, WeCap announced that it had raised funds through a Discounted Capital Bond (“DCB”) that provided net proceeds of £4,400,250.78.  The DCB was originally due to be repaid on 25 August 2023 but the repayment date, as announced on 4 December 2023, was extended to 24 November 2024.

On 25 November 2024, WeCap announced that by mutual agreement with the bond holder the repayment date of the DCB has been extended by a further 18 months to 24 May 2026.  The DCB will continue to accrue interest on the same terms. The amount due under the DCB at maturity stands at £6,965,000. 

Bio2pure

Bio2pure has developed technology to clean up populated waterways.  Since establishing an Indian subsidiary in 2022 to serve the huge demand and emerging market across the Indian subcontinent, Bio2pure is beginning to see an increase in revenue but still requires further investment to continue to develop the Indian market and make an initial entry into Southeast Asia. WeCap currently owns 10% of the issued share capital of Bio2pure which was being held at a carrying value of £nil and at 30 April 2025, the Directors still consider the fair value of its investment in Bio2pure to be nil.

Board Changes

On 17 November 2024, the Company appointed Thomas Richardson as Non-Executive Chairman.

Mr Richardson has over 25 years of experience across banking and oil & gas and is currently Chairman of two listed Companies, Fenikso and Coro Energy Plc. Prior to investing in Fenikso, Mr Richardson served as CEO of two private Companies in the natural resources and infrastructure sector. Prior to this Mr Richardson was CFO of Nostrum Oil & Gas Plc, a UK premium listed company. Prior to joining Nostrum, Mr Richardson worked for ING, JP Morgan and NM Rothschild, covering investment banking, capital markets and credit derivatives.

On 16 December 2024, Fiona Wilmot resigned as a director to focus on her other business commitments. On 17 April 2025, John Taylor resigned as a director to focus on his other business commitments.

We would like to thank John and Fiona for their contributions since joining the Board and wish them both well for the future.

Financial Review

The Company’s financial results for the year ended 30 April 2025 show a loss of £781,069 (2024: loss of £863,682). Revenues of £nil (2024: £nil), administrative costs of £267,973 (2024: £301,755), finance income of £7,568 (2024: £9,500) and finance costs of £491,664 (2024: £448,100).

As at 30 April 2025, the Company had cash reserves of £58,111 (2024: £49,035).

During the period, the Company successfully raised gross proceeds before expenses of £172,000.

Dividends

The Directors do not recommend a payment of a dividend in respect of the year ended 30 April 2025 (2024: £ Nil).

Extracts from the auditor report:

“Material uncertainty related to going concern

We draw attention to note 1 in the financial statements, which indicates that the Company is reliant on either (i) disposing of a portion of the equity in Community Social Investment Limited (CSIL) or (ii) conducting a fundraise in order to fund the repayment of the discounted bond which is due within twelve months or (iii) renegotiation of the discounted bond repayment date or (iv) attempt renegotiation of the Discounted Capital Bond to incorporate a conversion mechanism of the DCB into shares in the Company.

As stated in note 1, these events or conditions, along with the other matters as set forth in note 1, indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.”

“Basis of qualified opinion

Investment at fair value through profit or loss

The investment in Community Social Investment Limited (‘CSIL’) and WeShop Holdings Limited (‘WeShop’), is carried at GBP5,325,534 and GBP7,825,003, respectively on the statement of financial position as at 30 April 2025. We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to the valuation of investments of GBP13,150,537 as at 30 April 2025. The investment in CSIL and WeShop, is carried at GBP5,325,534 and GBP75,003, respectively on the statement of financial position as at 30 April 2024. We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to the valuation of investments of GBP5,400,537 as at 30 April 2024. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.

Financial assets at fair value through profit or loss

The investment in two convertible loan notes issued by WeShop, is carried at GBP7,750,000 on the statement of financial position as at 30 April 2024. We have not yet obtained sufficient and appropriate audit evidence to satisfy ourselves as to the valuation of investments of GBP7,750,000 as at 30 April 2024. Consequently, we were unable to determine whether any adjustments to these amounts were necessary.”

Outlook

WeCap stands at a pivotal juncture, propelled by the promising trajectory of WeShop. With the anticipated direct listing on the Nasdaq Capital Market, WeShop is poised to enhance its visibility and accessibility to a broader investor and customer base. This critical milestone not only validates our commitment to innovative business models but also positions WeShop as a leader in the burgeoning market of shoppable social networks. We are excited about the growth potential that this listing will unlock for WeCap shareholders.

We are grateful for the support of our shareholders and stakeholders, and we look forward to keeping you updated on our progress in the coming year.

Tom Richardson
Chairman
30 October 2025

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

REGULATORY ANNOUNCEMENT ENDS

Enquiries:

Company:
info@WeCapplc.com

Peterhouse Capital Limited
Corporate Advisor:
+ 44 (0) 20 7220 9795

Tennyson Securities Limited
Corporate Broker:
Peter Krens: +44 (0) 20 7186 9033 (Direct)

     
     STATEMENT OF COMPREHENSIVE INCOME
     FOR YEAR ENDED 30 APRIL 2025

STATEMENT OF FINANCIAL POSITION
AS AT 30 APRIL 2025

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2025

       

      STATEMENT OF CASHFLOWS
      FOR THE YEAR ENDED 30 APRIL 2025