REG - Electric Guitar PLC - Half-year Financial Report
31/12/2025 12:30
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RNS Number : 3369N Electric Guitar PLC 31 December 2025
31 December 2025
Electric Guitar PLC
("Electric Guitar" or the "Company")
Half year Report
Electric Guitar plc (AIM:ELEG), announces its unaudited interim results for
the six months ended 30 September 2025.
Highlights
· £1.4m liabilities derecognised following the Company Voluntary
Arrangement ('CVA') becoming unconditional
· £0.9m net profit for the period as a result of the derecognition of
the CVA liabilities
· Trading in the Company's shares restored on 2 April 2025 following
initial £0.3m recapitalisation
· £0.8m further equity placing on 18 June 2025
· Trading in the Company's shares suspended again from 25 June 2025
pending new reverse takeover ('RTO')
· Agreement in principle announced on 18 July 2025 to acquire Dunbar
Energy Inc. ('Dunbar')
· £0.5m cash at bank at 30 September 2025 to cover further anticipated
RTO costs and overheads
Post balance sheet events
· CVA completed on 8 October 2025, with 'debt for equity' shares issued
on 13 October 2025 in exchange for the £1.4m of liabilities and the remaining
£45k of convertible loans
· Proposed Dunbar RTO discussions continue with a view to completion in
Q1 2026
Contacts:
Electric Guitar PLC info@electricguitarplc.com
Richard Horwood
Allenby Capital (Nominated Adviser and Joint Broker) 020 3328 5656
Jeremy Porter / Piers Shimwell (Corporate Finance)
Amrit Nahal / Kelly Gardiner (Equity Sales & Corporate Broking)
AlbR Capital (Joint Broker) 020 3026 0320
Jon Belliss / Colin Rowbury
CHAIR'S STATEMENT
For the six months ended 30 September 2025
I present the Company's unaudited interim results for the six months ended 30
September 2025.
Achievements during the six months ended 30 September 2025
Following approval of the Company's CVA at the end of March and the Company's
initial recapitalisation and restoration to trading of its shares in April,
I'm pleased to report a much more stable and positive picture compared to the
prior half year.
Led during the period by Richard Horwood, who had already capably steered the
Company through approval of its CVA and the initial £0.3m recapitalisation
process, and with the Board strengthened at the start of April by the
appointment of experienced investment manager, Sarfraz Munshi, we have been
able to embark confidently on the next stage of the Company's journey.
In June we raised a further £0.8m in equity to cover the anticipated costs of
our next proposed acquisition as well as our regular working capital needs,
before trading in our shares was automatically again suspended under AIM rules
for having spent 6 months as a cash shell.
This additional investment led in July to our being able to announce an
agreement in principle to acquire US energy and digital infrastructure
company, Dunbar, in an all-share transaction. Dunbar's business is focused
on the provision of so-called 'behind the meter' on-site electricity
generation, and the deployment of modular compute facilities, to provide a
diverse range of energy and infrastructure solutions for the high-performance
computing industry. Modular compute facilities are data centres built from
pre-engineered, factory-made components that can be quickly deployed, scaled
and relocated, offering greater agility, cost-efficiency and adaptability for
modern IT needs like AI.
Although demand for datacentres and compute sites continues to grow rapidly,
not least due to the rapid development of AI, it is hampered by the greatly
increased demand for the large amounts of electricity they consume. Dunbar
addresses this by establishing its sites close to gas wells it will control
that are able to produce gas that is typically too remote from the main gas
pipeline networks to be cost-effectively monetised.
Such gas can be efficiently converted into electricity on-site, reducing the
need for the compute facilities to have to draw power from an increasingly
overstretched electricity supply grid - hence the expression
'behind-the-meter'.
Post balance sheet events
After our CVA Supervisor settled claims from preferential creditors such as
HMRC, the CVA was finally completed on 8 October 2025, with 'debt for equity'
shares issued in exchange for the £1.4m liabilities and the remaining £45k
of convertible loans, leaving the Company debt free.
Detailed discussions have continued since reaching the agreement in principle
to acquire Dunbar, reflecting on-going developments in Dunbar's business
opportunities and asset acquisitions.
Finalising these discussions has delayed the due diligence process and
therefore the signing of definitive legal agreements. However, we expect the
proposed RTO to be put to shareholders for approval in the first quarter of
2026.
We look forward to updating shareholders in due course.
Grahame Cook
Chair
31 December 2025
DIRECTORS REPORT
Financial review
The results for the period are set out on page 10. For the six months ended 30
September 2025, the Company reports a net profit of £900k (2024: net loss of
£4,268k) for the Company and its subsidiaries ('Group').
During the six months ended 30 September 2025, the Company incurred one-off
expenses in respect of the proposal to acquire US energy company Dunbar Energy
Inc. in an all-share RTO, subject (inter alia) to due diligence and approval
by the Company's shareholders.
Current liabilities of £1.4m included in the Company's and Consolidated
Statement of Financial Position at 31 March 2025 were derecognised in April
2025 following proposals for the Company's CVA becoming unconditional. These
liabilities therefore no longer existed after April 2025 and the derecognition
of these has been credited to the Income Statement.
During the period, the Group incurred a net cash inflow of £297k (2024:
outflow of £30k). At 30 September 2025, the Company held cash at bank of
£537k.
No dividends were paid. The directors do not recommend payment of an interim
dividend.
Basis of preparation
The financial statements have been prepared on a going concern basis. See note
2.3 for key matters assessed by the Directors in determining that the
half-year financial statements should be prepared on a going concern basis.
Richard Horwood
Director
31 December 2025
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six months ended 30 September 2025
Six months ended Six months ended 30/9/24
30/9/25
Note
£'000 £'000
Continuing operations
Other income:
- Derecognition of liabilities 4 1,351 -
Administration expenses:
- Acquisition costs 6 (259) (585)
- Other costs (193) -
Operating profit / (loss) 899 (585)
Finance costs (1) (5)
Finance income- interest received 2 3
Profit / (loss) before income tax 900 (587)
Income tax - -
Profit / (loss) for the period from continuing operations 900 (587)
Loss from discontinued operations 7 - (3,681)
Profit / (loss) for the period 900 (4,268)
Other comprehensive income:
Items that may be reclassified to profit or loss
Gains on translation of foreign operations - 28
Profit / (loss) and other comprehensive income for the period 900 (4,240)
Earnings (loss) per share:
Basic (pence) - continuing operations 8 0.05 -
Basic (pence) - discontinued operations - (2.13)
Diluted (pence) 0.04 (2.13)
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 30 September 2025
At At
30 Sept 2025 31 March 2025
Note £'000 £'000
(unaudited) (audited)
NON-CURRENT ASSETS
Property, plant and equipment 2 3
CURRENT ASSETS
Receivables and prepayments 130 9
Assets classified as held for sale 12 32 32
Cash and cash equivalents 537 240
699 281
TOTAL ASSETS 701 284
SHAREHOLDERS' EQUITY
Share capital 9 1,481 1,286
Share premium 9 4,585 3,704
Foreign currency translation reserve (56) (56)
Share-based payment reserve 9 84 64
Accumulated losses (6,128) (7,028)
TOTAL EQUITY- (deficiency) (34) (2,030)
CURRENT LIABILITIES
Borrowings 10 45 55
Trade and other payables 11 85 1,404
Liabilities classified as held for sale 12 570 570
Shares to be issued 35 285
TOTAL LIABILITIES 735 2,314
TOTAL EQUITY AND LIABILITIES 701 284
These financial statements were approved by the Board of Directors and
authorised for issue on 31 December 2025 and were signed on its behalf by:
Richard Horwood, Director
Company number 13288812
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six months ended 30 September 2025
Share capital Share premium Retained losses Share-based payment reserve Foreign currency trans-lation reserve Totals
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2025 1,286 3,704 (7,028) 64 (56) (2,030)
Changes in equity
New shares issued during the period 195 920 - - - 1,115
Costs of share issues - (39) - - - (39)
Share based payments - - - 20 - 20
Profit for the period - - 900 - - 900
At 30 September 2025 (unaudited) 1,481 4,585 (6,128) 84 (56) (34)
At 1 April 2024 (audited) 289 949 (2,146) - - (908)
Change in equity
New shares issued during the period 927 2,700 - - - 3,627
Share based payments - - - 49 - 49
Foreign exchange translation gains - - - - 28 28
Loss for the period - - (4,268) - - (4,268)
At 30 September 2024 (unaudited) 1,216 3,649 (6,414) 49 28 (1,472)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six months ended 30 September 2025
6 months 6 months
ended ended
30 Sept 30 Sept
2025 2024
£'000 £'000
(unaudited) (unaudited)
Cash flow from operating activities
Profit / (loss) for the period 900 (4,268)
Adjustments for:
Derecognition of CVA liabilities (1,351) -
Finance costs - 5
Finance income (2) (3)
Share-based payment charges 20 49
Depreciation charges - 1
Impairment of goodwill - 2,269
Foreign currency differences - (28)
(Increase) / decrease in other receivables (117) 74
Increase in trade and other payables 94 535
Net cash used in operating activities (456) (1,366)
Cash flow from investing activities
Finance income 2 3
Net cash from investing activities 2 3
Cash flow from financing activities
Proceeds from issue of shares 751 1,323
Net proceeds from borrowings - 10
Net cash from financing activities 751 1,333
Net increase / (decrease) in cash and cash equivalents 297 (30)
Cash and cash equivalents at the beginning of the period
240 -
Cash acquired on acquisition of subsidiaries - 53
Cash and cash equivalents at the end of the period 537 23
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025
1. General information
Electric Guitar Plc is a public limited company, registered in England and
Wales. The Company's registered office is One Bartholomew Close, London, EC1A
7BL.
In May 2024, the Company cancelled the listing of its Ordinary shares on the
Standard Segment of the Official List and its Ordinary shares were admitted to
trading on AIM, a market operated by the London Stock Exchange. Further to the
Company's announcement of 24 December 2024 regarding the liquidation of
3radical, the Company's operating subsidiary, the Company was reclassified as
a cash shell pursuant to Rule 15 of the AIM Rules. Restoration of trading in
its Ordinary shares on AIM took place on 2 April 2025, and was suspended again
on 25 June 2025 as it had not acquired a new trading company within 6 months
of its becoming a cash shell.
Following approval of the Company's CVA on 27 March 2025 and the Company's
main subsidiary 3radical being put into liquidation, the principal activity of
the Company during the period to 30 September 2025 was that of identifying
potential companies, businesses, or assets for acquisition. The 3radical
liquidation is currently in progress with the value of asset realisations to
be confirmed on completion, which the directors are advised is expected in the
first half of 2026.
The functional and presentational currency is Great British Pounds Sterling
('£') and the financial statements have been rounded to nearest thousands of
pounds (£'000).
2. Significant accounting policies
The following significant accounting policies have been applied:
2.1 Basis of preparation
These half-year financial statements for the Company and its subsidiaries
('the Group') have been prepared under the historical cost convention and in
accordance with the recognition and measurement requirements of UK adopted
International Financial Reporting Standards (UK adopted IFRS).
In December 2024, 3radical, the Company's main subsidiary was put into
liquidation. The directors also restructured the operations and debt of the
Company through a CVA in March 2025 which was formally completed in October
2025. Assets are held at their net realisable value. Liabilities are stated at
their expected settlement amount.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
2. Accounting policies (continued)
2.2 3 radical Limited - liquidation basis of accounting
As 3radical has been placed into administration and a creditors' voluntary
liquidation ('CVL'), the financial position and results relating to this
company and its subsidiary entities at 30 September 2025 have been accounted
for on a basis other than going concern in the condensed consolidated
financial statements for the period ended 30 September 2025. Accordingly, all
assets and liabilities relating to these companies have been classified as
current, and assets have been written down to their estimated realisable value
at 30 September 2025.
2.3 Going Concern
The financial statements have been prepared on a going concern basis. The
Board has assessed the Company's financial position as at 30 September 2025
and the factors which may impact the Company's ability to continue as a going
concern for a period of at least 12 months from the date of approval of these
financial statements.
As at 30 September 2025, the Group had a deficiency in total equity of
£34,000. Excluding other income from the derecognition of liabilities
arising from the CVA, the Group generated a loss for the period ended 30
September 2025 of £451,000 and a net cash outflow from operating activities
of £456,000. The deficiency in equity of £34,000 at 30 September 2025 was
after current liabilities of £1.4 million were derecognised in April 2025
following proposals for the Company's CVA becoming unconditional. These
liabilities therefore no longer existed after April 2025.
As at 30 September 2025, liabilities include approximately £533k classified
as held for sale for the 3radical Group. These entities are in liquidation
and the Company has no obligation to settle these amounts.
In assessing the ability of the Company to continue as a going concern and pay
its debts as and when they fall due, the directors have taken into
consideration the following matters:
On 13 October 2025, the CVA was completed with 236,782,175 new Ordinary shares
issued in satisfaction of all the CVA debts, and the outstanding £45,000 of
CLNs were converted into 306,665,817 new Ordinary shares, leaving the Company
completely free of all its pre-CVA debts.
Management and the directors have considered each of these matters and what
the enlarged Group (Electric Guitar PLC as potentially enlarged by the RTO of
Dunbar) is expected to look like following the completion of the anticipated
RTO, which will only be completed on the basis that the transaction includes
sufficient working capital for the enlarged Group's requirements for at least
12 months after completion of the RTO.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
2. Accounting policies (continued)
The directors have also assessed the Company's ability to continue as a
standalone entity in the event no acquisition is pursued and completed in the
period to December 2026.
Cashflow projections have also been prepared on this basis which support the
directors' view that the Company has sufficient facilities to meet its
obligations for the period to 31 December 2026 and pay its debts as they fall
due. There is, however, no guarantee the directors would be successful in
raising additional financing for its future growth and working capital should
this be required. This matter indicates that a material uncertainty exists
that may cast significant doubt on the ability of the Company to continue as a
going concern at the time of approval of the condensed financial statements.
The key matters assessed by the directors in considering the ability of the
Company to continue as a going concern for the period to 31 December 2026 are
summarised below.
- The directors have assessed the ability of the Company to continue
as a going concern both as a standalone entity (should the anticipated RTO not
complete) and in the anticipated scenario where the RTO of Dunbar concludes.
The proposed terms of the Dunbar acquisition include a condition requiring
Dunbar to have raised sufficient working capital for the enlarged Group for 18
months. There is however no guarantee that the proposed transaction will be
completed in accordance with the proposed terms or that the Group, as enlarged
by the RTO of Dunbar, will perform in accordance with any projections prepared
for the period following completion.
- Management has prepared detailed cashflow forecasts for the Company
on a standalone basis (should the anticipated RTO not proceed to completion)
and the management of Dunbar is preparing similar forecasts for the enlarged
Group for the 18-month period following completion of the proposed RTO of
Dunbar. Before entering into binding contracts to acquire Dunbar, the
directors will review and approve Dunbar's forecasts, following thorough
testing of them by the Company's RTO reporting accountants.
- As part of its assessment of the forecasts, certain sensitivity
analyses will be run on the forecast model for the enlarged Group. In the
event the enlarged Group's actual sales for the period ending 12 months after
completion of the proposed RTO would be lower than forecast and certain
controllable costs were to be deferred, the tests will be required to show
that the Group should still have the ability to operate and pay its debts as
and when they fall due for the same period as above, but this cannot be
guaranteed.
- In the event that the proposed RTO does not proceed, and no other
acquisitions are pursued in the year to 31 December 2026, the Company would
continue to be a cash shell. As noted above, the standalone forecasts prepared
by the Company show that the Company has sufficient facilities to meet its
obligations for the period to 31 December 2026 and pay its debts as they fall
due.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
2. Accounting policies (continued)
- There is, however, no guarantee the directors would be successful in
raising additional financing for its future growth and working capital should
this be required.
The financial statements do not include adjustments should the going concern
basis be inappropriate. Nonetheless, in view of the successful track record of
raising financing in the last year from both equity and debt sources and other
available funding options, the directors are confident they would be
successful in raising any necessary financing within the next 12 months from
the date of approval of the financial statements.
For these reasons, the directors continue to adopt the going concern basis in
preparing the financial statements.
2.4 Basis of consolidation
The financial statements of the Group consolidate the results of the Company
and its subsidiary entities. A subsidiary is an entity controlled by the
Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to
affect those returns through its influence over the entity.
The financial statements of subsidiaries are included in the condensed
consolidated financial statements from the date on which control commences
until the date on which control ceases.
The consolidated financial statements present the results of the Company and
its subsidiaries (the Group) as if they formed a single entity. Intercompany
transactions and balances, including unrealised gains/losses between group
companies are therefore eliminated in full.
Where the Group ceases to control a subsidiary, the subsidiary is
deconsolidated from the date which control ceases. The net assets of the
subsidiary are included in a disposal calculation along with any consideration
received from the disposal, with any gain or loss recognised in the Statement
of Profit and Loss.
2.5 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
2. Accounting policies (continued)
2.6 Share capital and share premium
Share capital represents the nominal value of shares that have been issued.
Share premium includes any premiums received on issue of share capital. Any
transactions costs associated with the issuing of shares are deducted from
share premium.
2.7 Provisions for liabilities
Provisions are made where an event has taken place that gives the group a
legal or constructive obligation that requires settlement by a transfer of
economic benefit, and a reliable estimate can be made of the amount of the
obligation.
Provisions are charged as an expense to the income statement in the period
that the group becomes aware of the obligation and are measured at the best
estimate at the reporting date of the expenditure required to settle the
obligation, after taking into account relevant risks and uncertainties. When
payments are eventually made, they are charged to the provision carried in the
balance sheet.
2.8 Trade and other payables
Trade and other payables are obligations to pay for goods or services that
have been acquired in the ordinary course of business from suppliers. Accruals
and accounts payable are classified as current liabilities if payment is due
within one year or less. Trade payables are initially recognised at fair value
and subsequently measured at amortised cost using the effective interest
method.
2.9 Financial liabilities
All financial liabilities are recognised in the condensed consolidated
statement of financial position when the Company or its subsidiaries becomes
party to the contractual provision of a financial instrument.
Financial liabilities measured at amortised cost
Financial liabilities held at amortised cost comprise trade payables and other
payables and borrowings.
These financial liabilities are initially measured at fair value net of any
transaction costs directly attributable to the issue of the instrument. Such
interest-bearing liabilities are subsequently measured at amortised cost using
the effective interest rate method, which ensures that any interest expense
over the period to repayment is at a market rate on the balance of the
liability carried in the condensed consolidated statement of financial
position.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
2. Accounting policies (continued)
2.9 Financial liabilities (continued)
Subsequent measurement
The amortised cost of a financial liability is the amount at which the
financial liability is measured on initial recognition, minus the principal
repayments, plus or minus the cumulative amortisation using effective interest
method of any difference between the initial amount recognised and the
maturity amount. Such amortisation amounts are recognised in the condensed
consolidated statement of comprehensive income. Due to the short-term nature
of trade and other payables, they are stated at their nominal value, which
approximates their fair value.
2.10 Employee benefits
The costs of short-term employee benefits are recognised as a liability and an
expense. The cost of any unused holiday entitlement is recognised in the
period in which the employee's services are received.
2.11 Business combinations
The condensed consolidated half-year financial statements incorporate the
results of Electric Guitar plc and its subsidiaries as at 30 September 2025
and for the six months period then ended using the acquisition method of
accounting.
Business combinations falling within the scope of IFRS 3 Business Combinations
are accounted for using the acquisition method as at the acquisition date,
which is the date on which control is transferred to the group.
The Group measures goodwill at the acquisition date as the fair value of the
consideration transferred less the fair value of identifiable assets acquired
and liabilities assumed.
Costs relating to the acquisition, other than those associated with the issue
of equity instruments, are expensed as incurred.
3. Critical accounting judgements and estimates
The preparation of the condensed consolidated financial statements in
accordance with UK adopted IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise their judgment
in applying the Company's accounting policies.
Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including future conditions that are assessed to
be reasonable under the circumstances.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
3. Critical accounting judgements and estimates
(continued)
Critical accounting judgements applied by the directors in preparing these
half-year financial statements are disclosed in the basis of preparation (Note
2.1), basis other than going concern (Note 2.3) accounting policies and the
derecognition of liabilities described in Note 4 .
4. Other income
6 months ended 6 months ended
30 Sept 2025 30 Sept 2024
£'000 £'000
Derecognition of liabilities 1,351 -
1,351 -
Current liabilities of £1.4m included in the Company's and Consolidated Statement of Financial Position at 31 March 2025 have been derecognised in April 2025 following proposals for the Company's CVA becoming unconditional. These liabilities therefore no longer existed after April 2025.
The CVA Supervisor completed the administration of the CVA, and the Company
issued the fixed pool of 236,782,175 new Ordinary shares to its former
creditors, representing 8.6 per cent. of the enlarged equity, as approved by
its creditors and members in full satisfaction of its pre-CVA liabilities. The
outstanding balance of the emergency convertible loans was at the same time
automatically converted into 306,665,817 new Ordinary shares, fully
eliminating the rest of the Company's pre-CVA debts.
5. Employees and directors' remuneration
6 months ended 6 months ended
30 Sept 2025 30 Sept 2024
£'000 £'000
Wages and salaries 48 587
Social security costs - 64
Other pension costs - 6
48 657
6. Acquisition costs
During the six months ended 30 September 2025, the Company incurred one-off
expenses in respect of the proposal to acquire U.S. energy company Dunbar
Energy Inc. in an all-share RTO, subject (inter alia) to due diligence and
approval by the Company's shareholders.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
In the comparative six month period to 30 September 2024, the Company incurred
costs in connection with the acquisition of subsidiaries and admission to AIM.
6 months ended 6 months ended
30 Sept 2025 30 Sept 2024
£'000 £'000
Professional fees - purchase of subsidiaries - 520
Listing fees - 15
Other professional fees 259 50
259 585
7. Discontinued operations
Results of discontinued activities 6 6 months
months ended
ended 30 Sept 2024
30 Sept
2025
£'000 £'000
Revenue - 57
Cost of sales - (34)
Gross profit - 23
Impairment of goodwill - (2,269)
Administrative expenses - (1,433)
Operating loss - (3,679)
Finance costs - (2)
Loss before income tax - -
Income tax - -
Net loss for the year from discontinued operations - (3,681)
Cash flows used in discontinued operations
Net cash used in operating activities - (772)
Net cash used in investing activities - -
Net cash from financing activities - 738
Net cash used in discontinued operations (34)
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
8. Earnings / (loss) per share
Basic earnings per share is calculated by dividing the profit/ (loss)
attributable in the period to equity holders of the Company by the weighted
average number of Ordinary shares in issue during the period, excluding any
Ordinary shares purchased by the Company and held as treasury shares.
6 months 6 months
ended ended
30 Sept 30 Sept
2025 2024
Profit / (loss) for the period attributable to equity holders of the Company
(£'000):
- Continuing activities 900 -
- Discontinued activities - (4,268)
Weighted average number of Ordinary shares (basic) 1,771,471,843 200,322,398
Weighted average number of Ordinary shares (diluted) 2,105,960,653 200,322,398
Basic earnings / (loss) per share (pence):
- Continuing activities 0.05 -
- Discontinued activities - (2.13)
0.05 (2.13)
Diluted earnings / (loss) per share (pence):
- Continuing activities 0.04 -
- Discontinued activities - (2.13)
0.04 (2.13)
For the comparative period, share warrants issued by the Company have an
anti-dilutive effect on loss per share. Hence, under IFRS diluted loss per
share is shown as being the same as basic loss per share.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
9. Share Capital
30 Sept 31 March
2025 2025
£'000 £'000
Issued and fully paid
2.21m Ordinary shares of 0.01p each and 257.1m Deferred shares of 0.49p each
(31/3/25 - 257.1m Ordinary shares of 0.01p each and 257.1m Deferred shares 1,481 1,286
of 0.49p each )
Movements in issued share capital during the six months ended 30 September
2025 were as follows:
No. of Ordinary shares of 0.01p each Nominal Share premium
Value £'000
£'000
257,145,740 1,286 3,704
At beginning of period
Shares issued
- Subscription shares 875,000,000 87 213
- CLN shares 68,147,959 7 3
- Placing of shares 968,750,000 97 678
- Shares issued in settlement of fees 37,500,000 4 26
- Costs of share issues - - (39)
At end of period 2,206,543,699 1,481 4,585
On 2 April 2025, the Company issued Ordinary shares pursuant to the CVA
Proposals having been approved:
- Completion of a fundraise by way of Subscription for 875,000,000
new Ordinary shares in the Company at 0.034p per Ordinary share for a total of
£300,000;
- a total of 68,147,959 new Ordinary shares were issued pursuant to
the automatic conversion of £10,000 of CLNs in accordance with, inter alia,
completion of the Subscription;
On 18 June 2025, the Company raised £775,000 (before expenses) by way of a
placing ('the Placing') of a total of 968,750,000 new Ordinary shares of 0.01
pence each in the Company at a price of 0.08 pence per new Ordinary share.
The net proceeds of the Placing are being used to fund the Company's
anticipated costs of an acquisition and for general working capital.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
On the same date, the Company announced that Novum Securities Limited (now
AlbR Capital Limited) had been appointed as a Joint Broker to the Company with
immediate effect. To keep the Company's running costs low, it issued
37,500,000 new Ordinary shares to Novum at the issue price of 0.08 pence per
share in full satisfaction of its £30,000 annual broking retainer fee.
Issue of warrants
On 6 May 2025, the Company agreed to issue, in aggregate, 100,000,000 warrants
to subscribe for new Ordinary shares to Richard Horwood and Sarfraz Munshi on
the following terms, to align their interests with those of all the
shareholders, and to compensate them for their unremunerated work:
Richard Horwood Sarfraz Munshi
Warrant Terms Number Number Total
Exercise price £0.001 for a term of 12 months from 13 October 2025, the date 25,000,000 25,000,000 50,000,000
of admission of the CVA Creditor Shares
Exercise price £0.0015 for a term of 18 months from 13 October 2025, the date 25,000,000 25,000,000 50,000,000
of admission of the CVA Creditor Shares
The warrants cannot be exercised if it would cause either of the directors
(and those deemed to be acting in concert with him) to be interested in more
than 29.99% of the issued share capital and total voting rights of the Company
at any time. The issue of the warrants to Mr Horwood and Mr Munshi are
deemed related party transactions pursuant to Rule 13 of the AIM Rules for
Companies.
A summary of the warrants and options granted in the period ended 30 September
2025 is as follows:
2024 Warrants CLN Warrants 2025 Employee Consultant Plan Options
Warrants Plan Options
Outstanding at 31 March 2025 6,920,990 187,406,889 24,442,015 9,628,268
-
Issued in the period - - 100,000,000 - -
Outstanding at 30 September 2025 6,920,990 187,406,889 24,442,015 9,628,268
100,000,000
The total expense recognised in the Statement of Comprehensive Income during
the period ended 30 September 2025 in respect of the awards over Ordinary
shares was £20,000 (2024: £49,000).
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
10. Reserves
Share premium account
The share premium account includes any premiums received on issue of share
capital.
Any transaction costs associated with the issuing of shares are deducted from
share premium.
Share-based payment reserve
The share based payment reserve represents the cumulative fair value of the
charge/(credit) in respect of share warrants granted and recognised as an
expense in the Income Statement.
Foreign currency translation reserve
The translation reserve comprises translation differences arising from the
translation of financial statements of the Group's foreign entities into
Sterling (£).
Accumulated losses
This reserve records accumulated losses brought forward and carried forward.
10. Financial Liabilities - Borrowings - due less than one year
30 Sept 2025 31 March 2025
£'000 £'000
Current liability:
Convertible loan notes 45 55
Convertible loan notes
In order to provide the necessary cashflow to facilitate preparation for a CVA
proposal to be put to creditors, Sanderson Capital Partners Limited and
Grahame Cook (a director), being connected creditors, advanced to the Company
£45,000 and £10,000 respectively as Convertible Unsecured Loans, which,
conditional upon approval by creditors and shareholders of the proposal, were
to be converted to 374,813,777 new Ordinary shares.
Grahame Cook's £10,000 loan was converted on 2 April 2025, as described
above, and Sanderson's £45,000 convertible loan converted upon the issue of
the new Ordinary shares in the Company being issued under the CVA in October
2025.
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
11. Trade and other payables
30 Sept 2025 31 March 2025
Trade creditors 62 616
Social security and other taxes - 97
Pension payable to directors' personal SIPPs - 57
Accrued expenses and deferred income 23 572
Other creditors - 62
85 1,404
Trade payables and accruals primarily comprise amounts payable for services
received from third parties. The Group has financial risk management policies
in place to monitor that all payables are paid within the pre-agreed credit
terms. The directors consider that the fair value approximates the carrying
value.
12. Current assets and liabilities held for sale
3radical Limited and its subsidiaries and Mymyne Limited are presented as a
disposal group held for sale following the appointment of the liquidators for
3radical and the striking off notice for Mymyne.
The expected settlement of the disposal group is not known at the date of
this report.
30 Sept 2025 31 March 2025
Assets classified as held for sale:
Plant and equipment 1 1
Cash at bank 18 18
Trade and other receivables 13 13
Total 32 32
30 Sept 2025 31 March 2025
Liabilities classified as held for sale:
Trade and other payables 543 543
Borrowings 27 27
Total 570 570
NOTES TO THE INTERIM FINANCIAL STATEMENTS
for the six months ended 30 September 2025 (continued)
13. Related party transactions
During the period, the Company entered into the following transactions with
related parties, all of which were conducted on an arm's length basis:
· See note 10 for details of transactions entered into with Sanderson
Capital and Grahame Cook with regard to the issue of convertible loan notes
during the reporting period.
· In May 2025, the Company agreed to issue, in aggregate, 100,000,000
warrants to subscribe for new Ordinary shares as disclosed in Note 9 above.
· In June 2025, as part of a placing to raise £775k, Sanderson Capital
and Mayford 1TN Limited each subscribed for 187,500,000 new Ordinary shares.
As substantial shareholders with 13.88 per cent. and 29.16 per cent.
respectively of the Company's issued share capital, their participation in the
placing was a related party transaction pursuant to Rule 13 of the AIM Rules
for Companies.
· In August and October 2025, the Company paid John Regan, a former
director who stepped down on 1 April 2025 and was therefore still a related
party under AIM Rules for Companies, a total fee of £10,000 to assist the
Company in administering the processes leading up to the proposed RTO and
other matters. An additional fee of £2,000 that would be self-financing and
payable only if and when received by the Company, has not yet been paid.
14. Post balance sheet events
Completion of CVA
On 13 October 2025, the CVA Supervisor completed the administration of the
CVA, and the Company issued the fixed pool of 236,782,175 new Ordinary shares
to its former creditors at 0.014674 per share, amounting to £34,745 and
representing 8.6 per cent. of the enlarged equity, as approved by its
creditors and members in full satisfaction of its pre-CVA liabilities.
The outstanding balance of the emergency convertible loans of £45,000 was at
the same time automatically converted into 306,665,817 new Ordinary shares (at
0.014674 per share), fully eliminating the rest of the Company's pre-CVA
debts.
15. Controlling party
The Company considers that there is no ultimate controlling party.
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